EX 4-5


    EXHIBIT
      4.5

     

    

      THIS
        WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR WITH ANY STATE
        SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER
        IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE
        SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY
        PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT
        VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND
        RULES.

       

      DOBI
        MEDICAL INTERNATIONAL, INC.

       

      WARRANT

       

      
        	
                Warrant
                  No. 2006-W-1-A

              	
                Dated:   March
                  __, 2006

              


      

      


       

      DOBI
        Medical International, Inc., a Delaware corporation (the “Company”),
        hereby certifies that, for value received, ___________________________,
        or its
        registered assigns (including permitted transferees, the “Holder”),
        is
        entitled to purchase from the Company up to a total of ___________ shares
        (as
        adjusted from time to time as provided in Section 9) of Common Stock (as
        defined
        below) (each such share, a “Warrant
        Share”
and
        all
        such shares, the “Warrant
        Shares”)
        at an
        exercise price equal to $.15 per share (as adjusted from time to time as
        provided in Section 9, the “Exercise
        Price”),
        at
        any time and from time to time from and after March __, 2006 (the “Initial
        Exercise Date”)
        through and including March __, 2009 (the “Expiration
        Date”),
        and
        subject to the following terms and conditions. This Warrant is one of a series
        of similar warrants (the “Warrants”)
        issued
        pursuant to an offer described in a notice dated March 20, 2006 (the
“Notice”)
        by the
        Company to its existing warrant holders, enabling such warrant holders to
        exercise their current warrants and receive the Warrants in exchange
        therefor.

       

      1. Definitions.
        The
        capitalized terms used herein and not otherwise defined shall have the meanings
        set forth below:

       

      “Affiliate”
of
        any
        specified Person means any other person or entity directly or indirectly
        controlling, controlled by or under direct or indirect common control with
        such
        specified Person. For purposes of this definition, “control”
means
        the power to direct the management and policies of such Person or firm, directly
        or indirectly, whether through the ownership of voting securities, by contract
        or otherwise.

       

      “Common
        Stock”
means
        the common stock of the Company, par value $.0001 per share, as constituted
        on
        the Original Issue Date.

       

      “Company
        Offer”
means
        any tender offer (including exchange offer), as amended from time to time,
        made
        by the Company or any of its subsidiaries for the purchase (including the
        acquisition pursuant to an exchange offer) of all or any portion of the
        outstanding shares of Common Stock, except as permitted pursuant to Rule
        10b-18
        promulgated under the Securities Exchange Act of 1934, as amended.

       

      “Eligible
        Market”
means
        any of the New York Stock Exchange, the American Stock Exchange or
        Nasdaq.

       

      “Excluded
        Stock”
means
        (A) any Common Stock issued, or stock options granted to, employees, officers,
        directors of or consultants or advisors to the Company, in each case, pursuant
        to a stock-based plan duly approved by the Company’s board of directors; (B)
        Common Stock issued upon an exercise, a conversion or an exchange of any
        outstanding Common Stock Equivalents (provided that such exercise or conversion
        occurs in accordance with the terms thereof, without amendment or modification);
        (C) securities issued in connection with a joint venture or development
        agreement or strategic partnership or similar agreement approved by the
        Company’s board of directors, a primary purpose of which is not to raise equity
        capital; (D) securities issued in connection with a bona fide underwritten
        public offering of at least $15,000,000 with a regionally recognized
        underwriter; and (E) securities issued in connection with the Company’s
        currently contemplated private placement transaction, for which C.E. Unterberg,
        Towbin, LLC is acting as financial advisor; provided,
        that,
        in such private placement, all Common Stock Equivalents (as defined below)
        are
        issued at a price of $.08 or higher and all warrants are issued with an exercise
        price of $.15 or higher.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Market
        Price”
shall
        mean (i) if the principal trading market for such securities is an exchange,
        the
        average of the last reported sale prices per share for the last five previous
        Trading Days in which a sale was reported, as officially reported on any
        consolidated tape, (ii) if clause (i) is not applicable, the average of the
        closing bid price per share for the last five previous Trading Days as set
        forth
        by Nasdaq or (iii) if clauses (i) and (ii) are not applicable, the average
        of
        the closing bid price per share for the last five previous Trading Days as
        set
        forth in the National Quotation Bureau sheet listing for such securities.
        Notwithstanding the foregoing, if there is no reported sales price or closing
        bid price, as the case may be, on any of the ten Trading Days preceding the
        event requiring a determination of Market Price hereunder, then the Market
        Price
        shall be determined in good faith by resolution of the Board of Directors
        of the
        Company, based on the best information available to it.

       

      “Nasdaq”
means
        the Nasdaq Capital Market or Nasdaq National Market.

       

      “Original
        Issue Date”
means
        March __, 2006.

       

      “Other
        Securities”
refers
        to any capital stock (other than Common Stock) and other securities of the
        Company or any other Person which the Holder of this Warrant at any time
        shall
        be entitled to receive, or shall have received, upon the exercise of this
        Warrant, in lieu of or in addition to Common Stock, or which at any time
        shall
        be issuable or shall have been issued in exchange for or in replacement of
        Common Stock or Other Securities pursuant to Section 9 hereof or
        otherwise.

       

      “Person”
means
        any court or other federal, state, local or other governmental authority
        or
        other individual or corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, limited liability company, joint
        stock company, government (or an agency or subdivision thereof) or other
        entity
        of any kind.

       

      “Registration
        Rights Agreement”
means
        the registration rights agreement to be executed by the Company and the Holder
        in connection with the warrant exercise described in the Notice.

       

      “Registration
        Statement”
shall
        have the meaning set forth in the Registration Rights Agreement.

       

      “Trading
        Day”
means
        (a) any day on which the Common Stock is listed or quoted and traded on any
        Eligible Market or (b) if the Common Stock is not then quoted and traded
        on any
        Eligible Market, then a day on which trading occurs on the Nasdaq National
        Market (or any successor thereto).

       

      “Transfer
        Agent”
shall
        mean The Nevada Agency and Trust Company Limited or such other Person as
        the
        Company may appoint from time to time.

       

      
        
          
          

        

        
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      “Warrant
        Shares”
shall
        initially mean shares of Common Stock and in addition may include Other
        Securities and Distributed Property (as defined in Section 9(e)) issued or
        issuable from time to time upon exercise of this Warrant.

       

      2. Registration
        of Warrant.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual notice to the contrary.

       

      3. Registration
        of Transfers.
        The
        Company shall register the transfer of any portion of this Warrant in the
        Warrant Register, upon surrender of this Warrant, with the Form of Assignment
        attached hereto as Appendix A duly completed and signed, to the Company at
        its
        address specified herein. Upon any such registration and transfer, a new
        warrant
        in substantially the form of a Warrant (any such new warrant, a “New
        Warrant”),
        evidencing the portion of this Warrant so transferred shall be issued to
        the
        transferee and a New Warrant evidencing the remaining portion of this Warrant
        not so transferred, if any, shall be issued to the transferring Holder. The
        acceptance of the New Warrant by the transferee thereof shall be deemed the
        acceptance by such transferee of all of the rights and obligations of a holder
        of a Warrant.

       

      4. Exercise
        and Duration of Warrant.

       

      (a) This
        Warrant shall be exercisable by the registered Holder at any time and from
        time
        to time on and after March ___, 2006, to and including the Expiration Date;
        provided,
        however,
        that no
        such exercise shall be made until the Company has obtained the approval of
        the
        holders of a majority of its outstanding shares of Common Stock of an amendment
        to the Company’s Certificate of Incorporation increasing the number of its
        authorized shares of Common Stock to 340,000,000 shares, and the Company
        has
        filed such amendment with the Secretary of State of the State of Delaware
        following the giving of notices and expiration of waiting periods imposed
        by the
        State of Delaware and the U.S. Securities and Exchange Commission. At 5:00
        p.m.,
        New York City time on the Expiration Date, the portion of this Warrant not
        exercised prior thereto shall be and become void and of no value.

       

      (b) A
        Holder
        may exercise this Warrant by delivering to the Company (i) an exercise notice,
        in the form attached hereto as Appendix B (the “Exercise
        Notice”),
        appropriately completed and duly signed, and (ii) payment of the Exercise
        Price
        for the number of Warrant Shares as to which this Warrant is being exercised
        (as
        set forth in Section 4(c) below), and the date such items are received by
        the
        Company is an “Exercise
        Date.”
        Execution and delivery of the Exercise Notice shall have the same effect
        as
        cancellation of the original Warrant and issuance of a New Warrant evidencing
        the right to purchase the remaining number of Warrant Shares.

       

      (c) The
        Holder shall pay the Exercise Price (i) in cash, by certified bank check
        payable
        to the order of the Company or by wire transfer of immediately available
        funds
        in accordance with the Company’s instructions or (ii) if at any time on or after
        the Initial Exercise Date (x) there is no effective Registration Statement
        registering the resale of the Warrant Shares by the Holder and (y) the Market
        Price exceeds the Exercise Price, by means of a “cashless exercise,” by
        presenting and surrendering to the Company this Warrant, in which event the
        Company shall issue to the Holder the number of Warrant Shares determined
        as
        follows:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      X
        = Y
        [(A-B)/A]

       

      where:

       

      X
        = the
        number of Warrant Shares to be issued to the Holder upon such cashless
        exercise;

       

      Y
        = the
        number of Warrant Shares with respect to which this Warrant is being
        exercised;

       

      A
        = the
        Market Price on the Exercise Date; and

       

      B
        = the
        Exercise Price.

       

      (d) If
        an
        exercise of this Warrant is to be made in connection with a registered public
        offering or sale of the Company, such exercise may, at the election of the
        Holder, be conditioned on the consummation of the public offering or sale
        of the
        Company, in which case such exercise shall not be deemed effective until
        the
        consummation of such transaction.

       

      5. Delivery
        of Warrant Shares.

       

      (a) Upon
        exercise of this Warrant, the Company shall promptly (but in no event later
        than
        three Trading Days after the Exercise Date) issue or cause to be issued and
        cause to be delivered to or upon the written order of the Holder and in such
        name or names as the Holder may designate, a certificate for the Warrant
        Shares
        issuable upon such exercise, free of restrictive legends unless a registration
        statement covering the resale of the Warrant Shares and naming the Holder
        as a
        selling stockholder thereunder is not then effective and the Warrant Shares
        are
        not freely transferable without volume restrictions pursuant to Rule 144
        under
        the Securities Act. The Holder, or any Person so designated by the Holder
        to
        receive Warrant Shares, shall be deemed to have become the holder of record
        of
        such Warrant Shares as of the Exercise Date. The Company shall, upon request
        of
        the Holder, use its best efforts to deliver Warrant Shares hereunder
        electronically through the Depository Trust Corporation or another established
        clearing corporation performing similar functions.

       

      (b) This
        Warrant is exercisable, either in its entirety or, from time to time, for
        a
        portion of the number of Warrant Shares. Upon surrender of this Warrant
        following one or more partial exercises, the Company shall issue or cause
        to be
        issued, at its expense, a New Warrant evidencing the right to purchase the
        remaining number of Warrant Shares.

       

      6. Charges,
        Taxes and Expenses.
        Issuance and delivery of certificates for shares of Common Stock upon exercise
        of this Warrant shall be made without charge to the Holder for any issue
        or
        transfer tax, withholding tax, transfer agent fee or other incidental tax
        or
        expense in respect of the issuance of such certificates, all of which taxes
        and
        expenses shall be paid by the Company; provided, however, that the Company
        shall
        not be required to pay any tax which may be payable in respect of any transfer
        involved in the registration of any certificates for Warrant Shares or Warrant
        in a name other than that of the Holder. The Holder shall be responsible
        for all
        other tax liability that may arise as a result of holding or transferring
        this
        Warrant or receiving Warrant Shares upon exercise hereof.

       

      7. Replacement
        of Warrant.
        If this
        Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
        or
        cause to be issued in exchange and substitution for and upon cancellation
        hereof, or in lieu of and in substitution for this Warrant, a New Warrant,
        but
        only upon receipt of evidence reasonably satisfactory to the Company of such
        loss, theft or destruction and customary and reasonable indemnity, if
        requested.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      8. Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from all taxes, liens, claims, encumbrances with respect to the issuance
        of such
        Warrant Shares and will not be subject to any pre-emptive rights or similar
        rights (taking into account the adjustments and restrictions of Section 9
        hereof). The Company covenants that all Warrant Shares so issuable and
        deliverable shall, upon issuance and the payment of the applicable Exercise
        Price in accordance with the terms hereof, be duly and validly authorized,
        issued, fully paid and non-assessable. The Company will take all such action
        as
        may be necessary to assure that such shares of Common Stock may be issued
        as
        provided herein without violation of any applicable law or regulation, or
        of any
        requirements of any securities exchange or automated quotation system upon
        which
        the Common Stock may be listed or quoted, as the case may be.

       

      9. Certain
        Adjustments.
        The
        Exercise Price and number of Warrant Shares issuable upon exercise of this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        9.

       

      (a) Stock
        Dividends.
        If the
        Company, at any time while this Warrant is outstanding, pays a dividend on
        its
        Common Stock payable in additional shares of Common Stock or otherwise makes
        a
        distribution on any class of capital stock that is payable in shares of Common
        Stock (other than regularly scheduled dividends in accordance with the terms
        of
        the Company’s outstanding shares of Series A Convertible Preferred Stock), then
        in each such case the Exercise Price shall be multiplied by a fraction, (A)
        the
        numerator of which shall be the number of shares of Common Stock outstanding
        immediately prior to the opening of business on the day after the record
        date
        for the determination of stockholders entitle to receive such dividend or
        distribution and (B) the denominator of which shall be the number of shares
        of
        Common Stock outstanding immediately after such event. Any adjustment made
        pursuant to this Section 9(a) shall become effective immediately after the
        record date for the determination of stockholders entitled to receive such
        dividend or distribution.

       

      (b) Stock
        Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) subdivides
        outstanding shares of Common Stock into a larger number of shares, or (ii)
        combines outstanding shares of Common Stock into a smaller number of shares,
        then in each such case the Exercise Price shall be multiplied by a fraction,
        (A)
        the numerator of which shall be the number of shares of Common Stock outstanding
        immediately before such event and (B) the denominator of which shall be the
        number of shares of Common Stock outstanding immediately after such event.
        Any
        adjustment pursuant to this Section 9(b) shall become effective immediately
        after the effective date of such subdivision or combination.

       

      (c) Reclassifications.
        A
        reclassification of the Common Stock (other than any such reclassification
        in
        connection with a merger or consolidation to which Section 9(f) applies)
        into
        shares of any other class of stock shall be deemed:

       

      (i) a
        distribution by the Company to the holders of its Common Stock of such shares
        of
        such other class of stock for the purposes and within the meaning of this
        Section 9; and

       

      (ii) if
        the
        outstanding shares of Common Stock shall be changed into a larger or smaller
        number of shares of Common Stock as part of such reclassification, such change
        shall be deemed a subdivision or combination, as the case may be, of the
        outstanding shares of Common Stock for the purposes and within the meaning
        of
        Section 9(b).

       

      (d) Self-Tender
        Offers.
        In the
        event, at any time or from time to time after the Original Issue Date while
        the
        Warrants remain outstanding and unexpired, in whole or in part, a Company
        Offer
        shall be made and expire, then and in each such event the Exercise Price
        in
        effect immediately prior to close of business on the date of the last time
        (the
“Expiration
        Time”)
        tenders could have been made pursuant to such Company Offer shall be decreased
        by multiplying such Exercise Price by a fraction (not to be greater than
        1):

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (i) the
        numerator of which shall be equal to (A) the product of (1) the Market Price
        per
        share of the Common Stock on the date of the Expiration Time and (2) the
        number
        of shares of Common Stock outstanding (including any tendered shares) at
        the
        Expiration Time less (B) the fair market value (as determined in good faith
        by
        the Board of Directors of the Company) of the aggregate consideration payable
        to
        stockholders based on the acceptance (up to any maximum specified in the
        terms
        of the Company Offer) of all shares validly tendered and not withdrawn as
        of the
        Expiration Time (the shares deemed so accepted, up to any maximum amount
        provided for in connection with such Company Offer, being referred to as
        the
“Purchased
        Shares”);
        and

       

      (ii) the
        denominator of which shall be equal to the product of (A) the Market Price
        per
        share of the Common Stock on the date of the Expiration Time and (B) the
        number
        of shares of Common Stock outstanding (including any tendered shares) on
        the
        Expiration Time less the number of Purchased Shares.

       

      Any
        adjustment under this Section 9(d) shall become effective immediately prior
        to
        the opening of business on the day after the Expiration Time.

       

      (e) Other
        Distributions.
        If the
        Company, at any time while this Warrant is outstanding, distributes to holders
        of Common Stock (i) evidences of its indebtedness, (ii) any security (other
        than
        a distribution of Common Stock covered by Section 9(a)), (iii) rights or
        warrants to subscribe for or purchase any security or (iv) any other asset
        (other than regularly scheduled distributions in accordance with the terms
        of
        the Company’s outstanding shares of Series A Convertible Preferred Stock) (in
        each case, “Distributed
        Property”),
        then
        in each such case the Exercise Price in effect immediately prior to the record
        date fixed for determination of stockholders entitled to receive such
        distribution (and the Exercise Price thereafter applicable) shall be adjusted
        (effective on and after such record date) to equal the product of such Exercise
        Price multiplied by a fraction, (A) the numerator of which shall be Market
        Price
        on such record date less the then fair market value per share of the Distributed
        Property distributed in respect of one outstanding share of Common Stock,
        which,
        if the Distributed Property is other than cash or marketable securities,
        shall
        be as determined in good faith by the Board of Directors of the Company,
        and (B)
        the denominator of which shall be the Market Price on such record
        date.

       

      (f) Fundamental
        Transactions.
        If, at
        any time while this Warrant is outstanding, (i) the Company effects any merger
        or consolidation of the Company with or into another Person, (ii) the Company
        effects any sale of all or substantially all of its assets in one or a series
        of
        related transactions or (iii) there shall occur any merger of another Person
        into the Company whereby the Common Stock is cancelled, converted or
        reclassified into or exchanged for other securities, cash or property (in
        any
        such case, a “Fundamental
        Transaction”),
        then,
        as a condition to the consummation of such Fundamental Transaction, the Company
        shall (or, in the case of any Fundamental Transaction in which the Company
        is
        not the surviving entity, the Company shall take all reasonable steps to
        cause
        such other Person to) execute and deliver to each Holder of Warrants a written
        instrument providing that:

       

      (x) so
        long
        as any Warrant remains outstanding on such terms and subject to such conditions
        as shall be nearly equivalent as may be practicable to the provisions set
        forth
        in this Warrant, each Warrant, upon the exercise thereof at any time on or
        after
        the consummation of such Fundamental Transaction, shall be exercisable into,
        in
        lieu of Common Stock issuable upon such exercise prior to such consummation,
        the
        securities or other property (the “Substituted
        Property”)
        that
        would have been received in connection with such Fundamental Transaction
        by a
        holder of the number of shares of Common Stock into which such Warrant was
        exercisable immediately prior to such Fundamental Transaction, assuming such
        holder of Common Stock:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      (A) is
        not a
        Person with which the Company consolidated or into which the Company merged
        or
        which merged into the Company or to which such sale or transfer was made,
        as the
        case may be (a “Constituent
        Person”),
        or an
        Affiliate of a Constituent Person; and

       

      (B) failed
        to
        exercise such Holder’s rights of election, if any, as to the kind or amount of
        securities, cash and other property receivable in connection with such
        Fundamental Transaction (provided,
        however,
        that if
        the kind or amount of securities, cash or other property receivable in
        connection with such Fundamental Transaction is not the same for each share
        of
        Common Stock held immediately prior to such Fundamental Transaction by a
        Person
        other than a Constituent Person or an Affiliate thereof and in respect of
        which
        such rights of election shall not have been exercised (a “Non-Electing
        Share”),
        then,
        for the purposes of this Section 9(f), the kind and amount of securities,
        cash
        and other property receivable in connection with such Fundamental Transaction
        by
        each Non-Electing Share shall be deemed to be the kind and amount so receivable
        per share by a plurality of the Non-Electing Shares); and

       

      (y) the
        rights and obligations of the Company (or, in the event of a transaction
        in
        which the Company is not the surviving Person, such other Person) and the
        Holders in respect of Substituted Property shall be as nearly equivalent
        as may
        be practicable to the rights and obligations of the Company and Holders in
        respect of Common Stock hereunder.

       

      Such
        written instrument shall provide for adjustments which, for events subsequent
        to
        the effective date of such written instrument, shall be as nearly equivalent
        as
        may be practicable to the adjustments provided for in Section 9. The above
        provisions of this Section 9(f) shall similarly apply to successive Fundamental
        Transactions.

       

      (g) Subsequent
        Equity Sales.

       

      (i) If,
        at
        any time while this Warrant is outstanding, the Company issues additional
        shares
        of Common Stock or rights, warrants, options or other securities or debt
        convertible, exercisable or exchangeable for shares of Common Stock or otherwise
        entitling any Person to acquire shares of Common Stock (collectively,
“Common
        Stock Equivalents”)
        at an
        effective net price to the Company per share of Common Stock (the “Effective
        Price”)
        less
        than the Exercise Price (as adjusted hereunder to such date), then the Exercise
        Price shall be reduced to equal the Effective Price. For purposes of this
        paragraph, in connection with any issuance of any Common Stock Equivalents,
        (A)
        the maximum number of shares of Common Stock potentially issuable at any
        time
        upon conversion, exercise or exchange of such Common Stock Equivalents (the
        “Deemed
        Number”)
        shall
        be deemed to be outstanding upon issuance of such Common Stock Equivalents,
        (B)
        the Effective Price applicable to such Common Stock shall equal the minimum
        dollar value of consideration payable to the Company to purchase such Common
        Stock Equivalents and to convert, exercise or exchange them into Common Stock
        (net of any discounts, fees, commissions and other expenses), divided by
        the
        Deemed Number, and (C) no further adjustment shall be made to the Exercise
        Price
        upon the actual issuance of Common Stock upon conversion, exercise or exchange
        of such Common Stock Equivalents.

       

      (ii) If,
        at
        any time while this Warrant is outstanding, the Company issues Common Stock
        Equivalents with an Effective Price or a number of underlying shares that
        floats
        or resets or otherwise varies or is subject to adjustment based (directly
        or
        indirectly) on market prices of the Common Stock (a “Floating
        Price Security”),
        then
        for purposes of applying the preceding paragraph in connection with any
        subsequent exercise, the Effective Price will be determined separately on
        each
        Exercise Date and will be deemed to equal the lowest Effective Price at which
        any holder of such Floating Price Security is entitled to acquire Common
        Stock
        on such Exercise Date (regardless of whether any such holder actually acquires
        any shares on such date).

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      (iii) Notwithstanding
        the foregoing, no adjustment will be made under this paragraph (g) in respect
        of
        Excluded Stock.

       

      (h) Adjustment
        of Exercise Price.
        Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs
        (a) through (e) or (g) of this Section 9, the number of Warrant Shares that
        may
        be purchased upon exercise of this Warrant shall be increased or decreased
        proportionately, so that after such adjustment the aggregate Exercise Price
        payable hereunder for the increased or decreased number of Warrant Shares
        shall
        be the same as the aggregate Exercise Price payable for the Warrant Shares
        immediately prior to such adjustment.

       

      (i) Calculations.
        All
        calculations under this Section 9 shall be made to the nearest cent or the
        nearest 1/100th of a share, as applicable. The number of shares of Common
        Stock
        outstanding at any given time shall not include shares owned or held by or
        for
        the account of the Company, and the disposition of any such shares shall
        be
        considered an issue or sale of Common Stock.

       

      (j) Adjustments.
        Notwithstanding any provision of this Section 9, no adjustment of the Exercise
        Price shall be required if such adjustment is less than $0.01; provided,
        however, that any adjustments which by reason of this Section 9(j) are not
        required to be made shall be carried forward and taken into account for purposes
        of any subsequent adjustment.

       

      (k) Notice
        of Adjustments.
        Upon
        the occurrence of each adjustment pursuant to this Section 9, the Company
        will
        promptly deliver to the Holder a certificate executed by the Company’s Chief
        Financial Officer setting forth, in reasonable detail, the event requiring
        such
        adjustment and the method by which such adjustment was calculated, the adjusted
        Exercise Price and the adjusted number or type of Warrant Shares or other
        securities issuable upon exercise of this Warrant (as applicable). The Company
        will retain at its office copies of all such certificates and cause the same
        to
        be available for inspection at said office during normal business hours by
        the
        Holder or any prospective purchaser of the Warrant designated by the
        Holder.

       

      (l) Notice
        of Corporate Events.
        If the
        Company (i) declares a dividend or any other distribution of cash, securities
        or
        other property in respect of its Common Stock, including, without limitation,
        any granting of rights or warrants to subscribe for or purchase any capital
        stock of the Company or any subsidiary of the Company, (ii) authorizes,
        approves, enters into any agreement contemplating, or solicits stockholder
        approval for, any Fundamental Transaction or (iii) authorizes the voluntary
        dissolution, liquidation or winding up of the affairs of the Company, then
        the
        Company shall deliver to the Holder a notice describing the material terms
        and
        conditions of such transaction at least 15 calendar days prior to the applicable
        record or effective date on which a Person would need to hold Common Stock
        in
        order to participate in or vote with respect to such transaction, and the
        Company will take all steps reasonably necessary in order to ensure that
        the
        Holder is given the practical opportunity to exercise this Warrant prior
        to such
        time so as to participate in or vote with respect to such transaction; provided,
        however, that the failure to deliver such notice or any defect therein shall
        not
        affect the validity of the corporate action required to be described in such
        notice.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      10. Limitation
        on Exercise.
        Notwithstanding anything to the contrary contained herein, the number of
        shares
        of Common Stock that may be acquired by a Holder upon any exercise of Warrants
        (or otherwise in respect hereof) shall be limited to the extent necessary
        to
        ensure that, following such exercise (or other issuance), the total number
        of
        shares of Common Stock then beneficially owned by such Holder and its Affiliates
        and any other Persons whose beneficial ownership of Common Stock would be
        aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act,
        does not exceed 9.99% (the “Maximum
        Percentage”)
        of the
        total number of issued and outstanding shares of Common Stock (including
        for
        such purpose the shares of Common Stock issuable upon such exercise). For
        such
        purposes, beneficial ownership shall be determined in accordance with Section
        13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
        Each delivery of an Exercise Notice hereunder will constitute a representation
        by the Holder that it has evaluated the limitations set forth in this paragraph
        and determined that issuance of the full number of Warrant Shares requested
        in
        such Exercise Notice is permitted under this paragraph. The Company’s obligation
        to issue shares of Common Stock in excess of the limitation referred to in
        this
        Section 10 shall be suspended (and shall not terminate or expire notwithstanding
        any contrary provisions hereof) until such time, if any, as such shares of
        Common Stock may be issued in compliance with such limitation. By written
        notice
        to the Company, the Holder shall have the right at any time and from time
        to
        time to reduce its Maximum Percentage immediately upon notice to the Company
        in
        the event and only to the extent that Section 16 of the Exchange Act or the
        rules promulgated thereunder (or any successor statute or rules) is changed
        to
        reduce the beneficial ownership percentage threshold thereunder to a percentage
        less than 9.99%; provided,
        however,
        that
        (i) any such waiver, increase or decrease will not be effective until the
        61st
        day after such notice is delivered to the Company, and (ii) any such waiver
        or
        increase or decrease will apply only to the Holder and not to any other holder
        of Warrants. Notwithstanding the foregoing, the limitation referred to in
        this
        Section 10 shall not apply to executive officers or directors of the Company
        and
        their respective affiliates.

       

      11. Redemption.
        (a)
        This
        Warrant may be called by the Company with respect to 100% of the Warrant
        Shares
        at a price of $.01 per Warrant Share on thirty (30) days’ notice (the
“Redemption
        Notice”)
        to the
        Holder if all of the following shall have occurred:

       

      (i) the
        average closing bid price of the Company’s Common Stock for twenty (20)
        consecutive trading days exceeds $.50 per Share, at least ten days’ prior to the
        Company sending the Notice to the Holder;

       

      (ii) the
        Common Stock of the Company is trading on an Eligible Market or the OTC Bulletin
        Board; and

       

      (iii) a
        registration statement covering the Warrant Shares remains effective on the
        date
        of the Redemption Notice and is expected to remain effective by the Company
        for
        at least 60 days after the date of the Redemption Notice.

       

      12. Fractional
        Shares.
        The
        Company shall not be required to issue or cause to be issued fractional Warrant
        Shares on the exercise of this Warrant. If any fraction of a Warrant Share
        would, except for the provisions of this Section, be issuable upon exercise
        of
        this Warrant, the Company shall make a cash payment to the Holder equal to
        (a)
        such fraction multiplied by (b) the Market Price on the Exercise Date of
        one
        full Warrant Share.

       

      13. Restricted
        Securities.
        The
        Holder represents and warrants that it (i) understands that the Warrant and
        the
        Warrant Shares have not been registered under the Securities Act and (ii)
        understands the restrictions set forth on the legend printed on the face
        of this
        Warrant. Notwithstanding the above, the Company represents that the Warrant
        Shares are subject to the Registration Rights Agreement.

       

      14. Listing
        on Securities Exchanges.
        In
        furtherance and not in limitation of any other provision of this Warrant,
        if the
        Company at any time shall list any Common Stock on any Eligible Market, the
        Company will, at its expense, simultaneously list the Warrant Shares (and
        maintain such listing) on such Eligible Market, upon official notice of issuance
        following the exercise of this Warrant; and the Company will so list, register
        and maintain such listing on any Eligible Market any Other Securities, if
        and at
        the time that any securities of like class or similar type shall be listed
        on
        such Eligible Market by the Company.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      15. Remedies.
        The
        Company stipulates that the remedies at law of the Holder of this Warrant
        in the
        event of any default or threatened default by the Company in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate, and that such terms may be specifically enforced by a decree for
        the
        specific performance of any agreement contained herein or by an injunction
        against a violation of any of the terms hereof or otherwise.

       

      16. Notices.
        Any and
        all notices or other communications or deliveries hereunder (including without
        limitation any Exercise Notice) shall be in writing and shall be mailed by
        certified mail, return receipt requested, or by a nationally recognized courier
        service or delivered (in person or by facsimile), against receipt to the
        party
        to whom such notice or other communication is to be given. The address of
        the
        Company for such notices or communications shall be DOBI Medical International,
        Inc., 1200 MacArthur Boulevard, Mahwah, New Jersey 07430, Attn: Phillip C.
        Thomas, Chief Executive Officer. The address of the Holder for such notices
        or
        communications shall be the address for such Holder on file with the Company.
        Any notice or other communication given by means permitted by this Section
        16
        shall be deemed given at the time of receipt thereof.

       

      17. Warrant
        Agent.
        The
        Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to
        the Holder, the Company may appoint a new warrant agent. Any Person into
        which
        any new warrant agent may be merged, any Person resulting from any consolidation
        to which any new warrant agent shall be a party or any Person to which any
        new
        warrant agent transfers substantially all of its corporate trust or shareholders
        services business shall be a successor warrant agent under this Warrant without
        any further act. Any such successor warrant agent shall promptly cause notice
        of
        its succession as warrant agent to be mailed (by first class mail, postage
        prepaid) to the Holder at the Holder’s last address as shown on the Warrant
        Register.

       

      18. Miscellaneous.
        

       

      (a) This
        Warrant may be assigned by the Holder. This Warrant may not be assigned by
        the
        Company, except to a successor in the event of a Fundamental Transaction.
        This
        Warrant shall be binding on and inure to the benefit of the parties hereto
        and
        their respective successors and assigns. Subject to the preceding sentence,
        nothing in this Warrant shall be construed to give to any Person other than
        the
        Company and the Holder any legal or equitable right, remedy or cause of action
        under this Warrant. This Warrant may be amended only in writing signed by
        the
        Company and the Holder and their successors and assigns.

       

      (b) The
        Company will not, by amendment of its governing documents or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms of this Warrant, but will at
        all
        times in good faith assist in the carrying out of all such terms and in the
        taking of all such action as may be necessary or appropriate in order to
        protect
        the rights of the Holder against impairment. Without limiting the generality
        of
        the foregoing, the Company (i) will not increase the par value of any Warrant
        Shares above the amount payable therefor upon exercise thereof, (ii) will
        take
        all such action as may be reasonably necessary or appropriate in order that
        the
        Company may validly and legally issue fully paid and nonassessable Warrant
        Shares on the exercise of this Warrant, free from all taxes, liens, claims
        and
        encumbrances and (iii) will not close its shareholder books or records in
        any
        manner which interferes with the timely exercise of this Warrant.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      (c) This
        Warrant shall be governed by and construed and enforced in accordance with
        the
        laws of the State of New York without regard to conflicts of laws principles
        thereof. Each party hereby irrevocably submits to the exclusive jurisdiction
        of
        the state and Federal courts sitting in the City of New York, Borough of
        Manhattan, for the adjudication of any dispute hereunder or in connection
        herewith or with any transaction contemplated hereby or discussed herein,
        and
        hereby irrevocably waives, and agrees not to assert any suit, action or
        proceeding, any claim that it is not personally subject to the jurisdiction
        of
        any such court, that such suit, action or proceeding is improper. Each party
        hereby irrevocably waives personal service of process and consents to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        via registered or certified mail or overnight delivery (with evidence of
        delivery) to such party at the address in effect for notices to it under
        this
        Warrant and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

       

      (d) Neither
        party shall be deemed in default of any provision of this Warrant, to the
        extent
        that performance of its obligations or attempts to cure a breach hereof are
        delayed or prevented by any event reasonably beyond the control of such party,
        including, without limitation, war, hostilities, acts of terrorism, revolution,
        riot, civil commotion, national emergency, strike, lockout, unavailability
        of
        supplies, epidemic, fire, flood, earthquake, force of nature, explosion,
        embargo, or any other Act of God, or any law, proclamation, regulation,
        ordinance, or other act or order of any court, government or governmental
        agency, provided that such party gives the other party written notice thereof
        promptly upon discovery thereof and uses reasonable efforts to cure or mitigate
        the delay or failure to perform.

       

      (e) The
        headings herein are for convenience only, do not constitute a part of this
        Warrant and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      (f) In
        case
        any one or more of the provisions of this Warrant shall be deemed invalid
        or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Warrant shall not in any way be affected or
        impaired thereby and the parties will attempt in good faith to agree upon
        a
        valid and enforceable provision which shall be a commercially reasonable
        substitute therefor, and upon so agreeing, shall incorporate such substitute
        provision in this Warrant.

       

      (g) No
        provision of this Warrant may be waived or amended except in a written
        instrument signed, in the case of an amendment, by the Company and the holders
        of Warrants representing a majority in interest of the Warrants, based on
        the
        number of Warrant Shares or, in the case of a waiver, by such majority in
        interest. No waiver of any default with respect to any provision, condition
        or
        requirement of this Warrant shall be deemed to be a continuing waiver in
        the
        future or a waiver of any subsequent default or a waiver of any other provision,
        condition or requirement hereof, nor shall any delay or omission of either
        party
        to exercise any right hereunder in any manner impair the exercise of any
        such
        right.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK,

      SIGNATURE
        PAGE FOLLOWS]

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        by its
        authorized officer as of the date first indicated above.

       

      DOBI
        MEDICAL INTERNATIONAL, INC.

       

      By:
        ______________________

      Phillip
        C. Thomas

      Chief
        Executive Officer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      APPENDIX
        A

       

      FORM
        OF
        ASSIGNMENT

       

      (to
        be
        completed and signed only upon transfer of Warrant)

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        ________________________________________ the right represented by the within
        Warrant to purchase _____________ shares of Common Stock of DOBI Medical
        International, Inc. to which the within warrant relates and appoints
        __________________________ attorney to transfer said right on the books of
        DOBI
        Medical International, Inc. with full power of substitution in the
        premises.

       

      Dated:____________  

      
        
          

        

      

      (Signature
        must conform in all respects to name of Holder as specified on face of the
        Warrant) 

      


      


      Address
        of Transferee:

       

        
          

        

      

       

        
          

        

      

       

        
          

        

      

       

      Telephone: 

      
        

      

       

      Facsimile:

      
        
 

      E-mail:

      
        
 

      SSN/EIN#:

      
        
 

       

      In
        the
        presence of:

       

        
          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      APPENDIX
        B

       

      FORM
        OF
        EXERCISE NOTICE

       

      (To
        be
        executed by the Holder to exercise the right to purchase shares of Common
        Stock
        under the foregoing Warrant)

       

      To: DOBI
        Medical International, Inc.

       

      The
        undersigned is the Holder of Warrant No. 2006-W-1-A (the “Warrant”) issued by
        DOBI Medical International, Inc., a Delaware corporation (the “Company”).
        Capitalized terms used herein and not otherwise defined have the respective
        meanings set forth in the Warrant.

       

      
        	
                1.

              	
                The
                  Warrant is currently exercisable to purchase a total of _________
                  Warrant
                  Shares.

              


      

       

      
        	
                2.

              	
                The
                  undersigned Holder hereby exercises its right to purchase __________
                  Warrant Shares pursuant to the
                  Warrant.

              


      

       

      
        	
                3.

              	
                The
                  Holder intends that payment of the Exercise Price, in accordance
                  with the
                  terms of Section 4(c) of the Warrant, shall be made as (check
                  one):

              


      

       

      Cash
        Exercise _______

       

      Cashless
        Exercise _______

       

      
        	
                4.

              	
                If
                  the Holder has elected a Cash Exercise, the Holder shall pay the
                  sum of
                  $________ to the Company in accordance with the terms of the
                  Warrant.

              


      

       

      
        	
                5.

              	
                If
                  the Holder has elected a Cashless Exercise, a certificate shall
                  be issued
                  to the Holder for the number of shares equal to the whole number
                  portion
                  of the product of the calculation set forth below, which is ____________.
                  The Company shall pay a cash adjustment in respect of the fractional
                  portion of the product of the calculation set forth below in an
                  amount
                  equal to the product of the fractional portion of such product
                  and the
                  Market Price on the Exercise Day, which product is
                  ____________.

              


      

       

      X
        =
        Y[(A-B)/A]

       

      X
        = the
        number of Warrant Shares to be issued to the Holder.

       

      Number
        of
        Warrant Shares being exercised: __________ (“Y”).

       

      Market
        Price on the Exercise Day: __________ (“A”).

       

      Exercise
        Price: __________ (“B”)

       

      
        	
                6.

              	
                Pursuant
                  to this exercise, the Company shall deliver to the Holder Warrant
                  Shares
                  in accordance with the terms of the
                  Warrant.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.

              	
                Following
                  this exercise, the Warrant shall be exercisable to purchase a total
                  of
                  __________ Warrant Shares.

              


      

       

      Dated:
        _________ 

      Name
        of
        Holder:

       

      (Print)_______________________

       

      By:__________________________

       

      Name:________________________

       

      Title:_________________________

       

      (Signature
        must conform in all respects to name of holder as specified on the face of
        the
        Warrant)