**Exhibit 
      10.36**











**Void
      after 5:00 p.m., New York Time on August 30, 2011**






**Warrant
      to Purchase 1,125,000 Shares of Common Stock**






**WARRANT
      TO PURCHASE COMMON STOCK**




**OF**




**ULURU
      INC.**






THIS
      WARRANT AND THE SECURITIES INTO WHICH IT IS EXERCISABLE (COLLECTIVELY, THE
      “ SECURITIES ”)
      HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED OR SOLD
      UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR PURSUANT TO AVAILABLE
      EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL
      BE
      PROVIDED WITH AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY
      REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.






**FOR
      VALUE RECEIVED** ,
      Uluru,
      Inc., a corporation organized under the laws of Nevada (the “Company”), grants
      the following rights to Prenox, LLC and/or its assigns (the
“Holder”):






**ARTICLE
      1. DEFINITIONS**




Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Securities Purchase Agreement by and among the Company, the Holder
      and the other party thereto entered into on October 12, 2005 (as amended, the
      “Purchase Agreement”). As used in this Warrant, the following terms shall have
      the following meanings:






“Corporate
      Office” shall mean the office of the Company (or its successor) at which at any
      particular time its principal business shall be administered.




“Exercise
      Date” shall mean any date on which the Holder gives the Company a Notice of
      Exercise in compliance with the terms of Exhibit E to the Purchase Agreement.




“Exercise
      Price” shall mean the Fixed Price per share of Common Stock, subject to
      adjustment as provided herein.




“Expiration
      Date” shall mean 5:00 p.m. (New York time) on August 30, 2011.




“Fair
      Market Value” shall have the meaning set forth in Section 2.2(b).




“Fixed
      Price” shall mean US$1.25.




“Market
      Value” shall have the meaning set forth in Section 2.2(b).




“SEC”
      shall mean the United States Securities and Exchange Commission.




“Warrant
      Shares” shall mean the shares of the Common Stock issuable upon exercise of this
      Warrant.






**ARTICLE
      2. EXERCISE AND AGREEMENTS**




2.1  Exercise
      of Warrant; Sale of Warrant and Warrant Shares .
      This
      Warrant shall entitle the Holder to purchase, at the Exercise Price, One Million
      One Hundred Twenty Five Thousand (1,125,000) shares of Common Stock; the number
      of Warrant Shares shall be subject to adjustment in accordance with Section
      2.7.
      This Warrant shall be exercisable at any time and from time to time from the
      date hereof and prior to the Expiration Date (the “Exercise Period”). This
      Warrant and the right to purchase Warrant Shares hereunder shall expire and
      become void on the Expiration Date.




2.2  Manner
      of Exercise .




(a)  The
      Holder may exercise this Warrant at any time and from time to time during the
      Exercise Period, in whole or in part (but not in denominations of fewer than
      10,000 Warrant Shares, except upon an exercise of this Warrant with respect
      to
      the remaining balance of Warrant Shares purchasable hereunder at the time of
      exercise), by delivering to the Escrow Agent pursuant to the Escrow Agreement
      incorporated herein by reference (i) a duly executed Notice of Exercise in
      substantially the form attached as Appendix I hereto, (ii) the certificate
      representing this Warrant and (iii) a bank cashier’s or certified check for the
      aggregate Exercise Price of the Warrant Shares being purchased (unless this
      Warrant is exercised through a Warrant Exchange as set forth in Section 2.2(b)
      below).




(b)  The
      Holder may, at its option, in lieu of paying cash for the Warrant Shares,
      exercise this Warrant by an exchange, in whole or in part (a “Warrant
      Exchange”), by delivery to the Escrow Agent of (i) a duly executed Notice of
      Exercise electing a Warrant Exchange and (ii) the certificate representing
      this
      Warrant. In connection with any Warrant Exchange, the Holder shall be deemed
      to
      have paid for the Warrant Shares an amount equal to the Fair Market Value of
      each Warrant delivered, and the Warrant shall be deemed exercised for the amount
      so paid. For this purpose, the Fair Market Value of each Warrant is the
      difference between the Market Value of a share of Common Stock and the Exercise
      Price on the Exercise Date. Market Value shall mean the average Closing Bid
      Price of a share of Common Stock during the ten (10) Trading Days ending on
      the
      Exercise Date.




(c)  Beneficial
      Ownership .
      The
      Company shall not effect the exercise of this Warrant, and the Holder shall
      not
      have the right to exercise this Warrant, to the extent that after giving effect
      to such exercise, such Holder (together with such Holder’s affiliates) would
      beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of
      Common Stock outstanding immediately after giving effect to such exercise.
      For
      purposes of the foregoing sentence, the aggregate number of shares of Common
      Stock beneficially owned by such Holder and its affiliates shall include the
      number of shares of Common Stock issuable upon exercise of this Warrant with
      respect to which the determining of such sentence is being made, but shall
      exclude shares of Common Stock which would be issuable upon (i) exercise of
      the
      remaining, unexercised portion of this Warrant beneficially owned by such Holder
      and its affiliates and (ii) exercise or conversion of the unexercised or
      unconverted portion of any other securities of the Company beneficially owned
      by
      such Holder and its affiliates (including, without limitation, any convertible
      notes or convertible preferred stock or warrants) subject to a limitation on
      conversion or exercise analogous to the limitation contained herein. Except
      as
      set forth in the preceding sentence, for purposes of this paragraph, beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
      the number of outstanding shares of Common Stock, the Holder may rely on the
      number of outstanding shares of Common Stock as reflected in (1) the Company’s
      most recent Form 10-K or 10-KSB, Form 10-Q or 10-QSB, Current Report on Form
      8-K
      or other public filing with the Securities and Exchange Commission, as the
      case
      may be, (2) a more recent public announcement by the Company or (3) any other
      notice by the Company or its transfer agent setting forth the number of shares
      of Common Stock outstanding. For any reason at any time, upon the written or
      oral request of the Holder, the Company shall within one Business Day confirm
      orally and in writing to the Holder the number of shares of Common Stock then
      outstanding. By written notice to the Company, the Holder may increase or
      decrease the Maximum Percentage to any other percentage up to 9.99% specified
      in
      such notice; provided that any such increase will not be effective until the
      sixty-first (61 st )
      day
      after such notice is delivered to the Company.




2.3  Termination .
      All
      rights of the Holder in this Warrant, to the extent they have not been
      exercised, shall terminate on the Expiration Date.




2.4  No
      Rights Prior to Exercise .
      This
      Warrant shall not entitle the Holder to any voting or other rights as a
      stockholder of the Company.




2.5  Fractional
      Shares .
      No
      fractional shares shall be issuable upon exercise of this Warrant, and the
      number of Warrant Shares to be issued shall be rounded up to the nearest whole
      number. If, upon exercise of this Warrant, the Holder hereof would be entitled
      to receive any fractional share, the Company shall issue to the Holder one
      additional share of Common Stock in lieu of such fractional share.




2.6  Escrow .
      The
      Company previously entered into the Escrow Agreement and acknowledges and agrees
      (i) that the delivery of Warrant Shares shall be subject to the terms of the
      Escrow Agreement and (ii) to deposit with the Escrow Agent thereunder stock
      certificates registered in the name of the Holder, each representing a number
      of
      shares of Common Stock (in denominations specified by the Purchaser) equal,
      in
      the aggregate, to the total number of Warrant Shares for which this Warrant
      is
      exercisable, assuming exercise of this Warrant in full on the date hereof
      without regard to any limitations on exercise. The Company shall deposit
      additional certificates for Warrant Shares upon request by the Escrow Agent
      pursuant to the Escrow Agreement.




2.7  Adjustments
      to Exercise Price and Number of Securities .




(a)  Subdivision
      and Combination .
      In case
      the Company shall at any time subdivide or combine the outstanding shares of
      Common Stock or pay a dividend or make a distribution on its Common Stock in
      shares of Common Stock, the Exercise Price shall forthwith be proportionately
      decreased in the case of subdivision, dividend or distribution or increased
      in
      the case of a combination.




(b)  Adjustment
      in Number of Securities .
      Upon
      each adjustment of the Exercise Price pursuant to the provisions of this Section
      2.7 (including subsection (f) of this Section 2.7), the number of Warrant Shares
      issuable upon the exercise of each Warrant shall be adjusted to the nearest
      whole number by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of Warrant Shares issuable
      upon exercise of the Warrants immediately prior to such adjustment and dividing
      the product so obtained by the adjusted Exercise Price.




(c)  Merger
      or Consolidation .
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental warrant agreement
      providing that the Holder of each Warrant then outstanding or to be outstanding
      shall have the right thereafter (until the expiration of such Warrant) to
      receive, upon exercise of such Warrant, the kind and amount of shares of stock
      and other securities and property (except in the event the property is cash,
      then the Holder shall have the right to exercise the Warrant and receive cash
      in
      the same manner as other stockholders) receivable upon such consolidation or
      merger, by a holder of the number of shares of Common Stock of the Company
      for
      which such warrant might have been exercised immediately prior to such
      consolidation, merger, sale or transfer. Such supplemental warrant agreement
      shall provide for adjustments which shall be identical to the adjustments
      provided in Section 2.7. The foregoing provisions of this paragraph (c) shall
      similarly apply to successive consolidations or mergers.




(d)  No
      Adjustment of Exercise Price in Certain Cases .
      No
      adjustment of the Exercise Price shall be made upon the issuance of the Warrant
      Shares or upon the exercise of any options, rights, or warrants outstanding
      as
      of the date hereof and disclosed in Schedule 2.7(d) of this
      Warrant.




(e)  Dividends
      and Other Distributions .
      In the
      event that the Company shall at any time while this Warrant is outstanding
      declare a dividend (other than a dividend consisting solely of shares of Common
      Stock) or otherwise distribute to its stockholders any assets, property, rights,
      evidences of indebtedness, securities (other than shares of Common Stock),
      whether issued by the Company or by another, or any other thing of value, the
      Holder of this unexercised Warrant shall thereafter be entitled, in addition
      to
      the shares of Common Stock or other securities and property receivable upon
      the
      exercise assuming exercise thereof, to receive, upon the exercise of this
      Warrant, the same property, assets, rights, evidences of indebtedness,
      securities or any other thing of value that they would have been entitled to
      receive at the time of such dividend or distribution as if the Warrant had
      been
      exercised immediately prior to such dividend or distribution. At the time of
      any
      such dividend or distribution, the Company shall make appropriate reserves
      to
      ensure the timely performance of the provisions of this subsection 2.7 (e).
      Nothing contained herein shall provide for the receipt or accrual by a Holder
      of
      cash dividends prior to the exercise by such Holder of this
      Warrant.




(f)  Adjustment
      of Exercise Price upon Issuance of Common Stock or Common Stock
      Equivalents .
      If and
      whenever on or after the date of issuance of this Warrant, the Company issues
      or
      sells, or is deemed to have issued or sold, any shares of Common Stock (other
      than (i) Excluded Securities (as defined herein), or (ii) shares of Common
      Stock
      which are issued or deemed to have been issued by the Company in connection
      with
      an Approved Stock Plan (as defined herein)) for a consideration per share less
      than the Exercise Price in effect immediately prior to such issuance or sale,
      then immediately after such issue or sale the Exercise Price shall be reduced
      to
      the price equal to the quotient derived by dividing (A) an amount equal to
      the
      sum of (X) the product of (a) the Exercise Price on the date immediately prior
      to the issuance or sale of such shares, multiplied by (b) the total number
      of
      shares of Common Stock outstanding immediately prior to such issuance or sale
      plus, (Y) the aggregate of the amount of all consideration, if any, received
      by
      the Company upon such issuance or sale, by (B) the total number of shares of
      Common Stock outstanding immediately after such issuance or sale. For purposes
      of determining the reduced Exercise Price under clause (f) of this Section
      2.7,
      the following shall be applicable:




(i)  Issuance
      of Options .
      If
      after the date hereof, the Company in any manner grants any rights, warrants
      or
      options to subscribe for or purchase Common Stock or convertible securities
      (“ Options ”)
      and
      the lowest price per share for which one share of Common Stock is issuable
      upon
      the exercise of any such Option or upon conversion or exchange of any
      convertible securities issuable upon exercise of any such Option is less than
      the Exercise Price then in effect, then such shares of Common Stock underlying
      such Options shall be deemed to be outstanding and to have been issued and
      sold
      by the Company at the time of the granting or sale of such Option for such
      price
      per share. For purposes of this Section 2.7(f), the lowest price per share
      for
      which one share of Common Stock is issuable upon exercise of such Options or
      upon conversion or exchange of such convertible securities shall be equal to
      the
      sum of the lowest amounts of consideration (if any) received or receivable
      by
      the Company with respect to any one share of Common Stock upon the granting
      or
      sale of the Option, upon exercise of the Option or upon conversion or exchange
      of any other convertible security issuable upon exercise of such Option. No
      further adjustment of the Exercise Price shall be made upon the actual issuance
      of such Common Stock or of such convertible securities upon the exercise of
      such
      Options or upon the actual issuance of such Common Stock upon conversion or
      exchange of such convertible securities.




(ii)  Issuance
      of Convertible Securities .
      If the
      Company in any manner issues or sells any convertible securities after the
      date
      hereof and the lowest price per share for which one share of Common Stock is
      issuable upon the conversion or exchange thereof is less than the Exercise
      Price
      then in effect, then such shares of Common Stock underlying the convertible
      securities shall be deemed to be outstanding and to have been issued and sold
      by
      the Company at the time of the issuance or sale of such convertible securities
      for such price per share. For the purposes of this Section 2.7(f)(ii), the
      lowest price per share for which one share of Common Stock is issuable upon
      such
      conversion or exchange shall be equal to the sum of the lowest amounts of
      consideration (if any) received or receivable by the Company with respect to
      one
      share of Common Stock upon the issuance or sale of the convertible security
      and
      upon conversion or exchange of such convertible security. No further adjustment
      of the Exercise Price shall be made upon the actual issuance of such Common
      Stock upon conversion or exchange of such convertible securities, and if any
      such issue or sale of such convertible securities is made upon exercise of
      any
      Options for which adjustment of the Exercise Price had been or are to be made
      pursuant to Section 2.7(0(i), no further adjustment of the Exercise Price shall
      be made by reason of such issue or sale.





(iii)  Change
      in Option Price or Rate of Conversion .
      If the
      purchase price provided for in any Options, the additional consideration, if
      any, payable upon the issue, conversion or exchange of any convertible
      securities, or the rate at which any convertible securities are convertible
      into
      or exchangeable for Common Stock changes at any time, the Exercise Price in
      effect at the time of such change shall be adjusted to the Exercise Price which
      would have been in effect at such time had such Options or convertible
      securities provided for such changed purchase price, additional consideration
      or
      changed conversion rate, as the case may be, at the time initially granted,
      issued or sold. For purposes of this Section 2.7(f)(iii), if the terms of any
      Option or convertible security that was outstanding as of the date hereof are
      changed in the manner described in the immediately preceding sentence, then
      such
      Option or convertible security and the Common Stock deemed issuable upon
      exercise, conversion or exchange thereof shall be deemed to have been issued
      as
      of the date of such change. No adjustment pursuant to this Section 2.7(f) shall
      be made if such adjustment would result in an increase of the Conversion Price
      then in effect.





(iv)  Effect
      on Conversion Price of Certain Events .
      For
      purposes of determining the adjusted Exercise Price under Section 2.7(f), the
      following shall be applicable:





1)
            Calculation
                of Consideration Received.
                If any Common Stock, Options or convertible securities are issued
                or sold
                or deemed to have been issued or sold for cash, the consideration
                received
                therefore will be deemed to be the gross amount received by the Company
                therefore. If any Common Stock, Options or convertible securities
                are
                issued or sold for a consideration other than cash, the amount of
                such
                consideration received by the Company will be the fair value of such
                consideration, except where such consideration consists of marketable
                securities, in which case the amount of consideration received by
                the
                Company will be the market price of such securities on the date of
                receipt
                of such securities. If any Common Stock, Options or convertible securities
                are issued to the owners of the non- surviving entity in connection
                with
                any merger in which the Company is the surviving entity, the amount
                of
                consideration therefore will be deemed to be the fair value of such
                portion of the net assets and business of the non-surviving entity
                as is
                attributable to such Common Stock, Options or convertible securities,
                as
                the case may be. The fair value of any consideration other than cash
                or
                securities will be determined jointly by the Company and the Holder.
                If
                such parties are unable to reach agreement within ten (10) days after
                the
                occurrence of an event requiring valuation (the “Valuation
                Event”),
                the fair value of such consideration will be determined within five
                (5)
                Business Days after the tenth (10th)
                day following the Valuation Event by an independent, reputable appraiser
                jointly selected by the Company and the Holder. The determination
                of such
                appraiser shall be final and binding upon all parties and the fees
                and
                expenses of such appraiser shall be borne by the non-prevailing
                party.





2)
            Integrated
                Transactions.
                In case any Option is issued in connection with the issue or sale
                of other
                securities of the Company, together comprising one integrated transaction
                in which no specific consideration is allocated to such Options by
                the
                parties thereto, the Options will be deemed to have been issued for
                a
                consideration of $.001.





(v)  Treasury
      Shares .
      The
      number of shares of Common Stock outstanding at any given time does not include
      shares owned or held by or for the account of the Company, and the disposition
      of any shares so owned or held will be considered an issue or sale of Common
      Stock.





(vi)  Record
      Date .
      If the
      Company takes a record of the holders of Common Stock for the purpose of
      entitling them (I) to receive a dividend or other distribution payable in Common
      Stock, Options or in convertible securities or (2) to subscribe for or purchase
      Common Stock, Options or convertible securities, then such record date will
      be
      deemed to be the date of the issue or sale of the shares of Common Stock deemed
      to have been issued or sold upon the declaration of such dividend or the making
      of such other distribution or the date of the granting of such right of
      subscription or purchase, as the case may be.





(g)  Distribution
      of Assets .
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of Common Stock (other than
      distributions or dividends referred to in Section 2.7(a)), by way of return
      of
      capital or otherwise (including, without limitation, any distribution of cash,
      stock or other securities, property or options by way of a dividend, spin off,
      reclassification, corporate rearrangement or other similar transaction) (a
      “Distribution”), then, in each such case the Exercise Price in effect
      immediately prior to the close of business on the record date fixed for the
      determination of holders of Common Stock entitled to receive the Distribution
      shall be reduced, effective as of the close of business on such record date,
      to
      a price determined by multiplying such Exercise Price by a fraction of which
      (A)
      the numerator shall be the closing bid price of the Common Stock on the trading
      day immediately preceding such record date minus the value of the Distribution
      (as determined in good faith by the Company’s Board of Directors) applicable to
      one share of Common Stock, and (B) the denominator shall be the closing bid
      price of the Common Stock on the trading day immediately preceding such record
      date.




(h)  Certain
      Events .
      If any
      event occurs of the type contemplated by the provisions of this Section 2.7
      but
      not expressly provided for by such provisions (including, without limitation,
      the granting of stock appreciation rights, phantom stock rights or other rights
      with equity features), then the Company’s Board of Directors will make an
      appropriate adjustment in the Exercise Price so as to protect the rights of
      the
      Holder; provided, except in connection with a stock combination pursuant to
      Section 2.7(a), that no such adjustment pursuant to this Section 2.7 will
      increase the Exercise Price.





(i)  Notices .
      Immediately upon any adjustment of the Exercise Price, the Company will give
      written notice thereof to the Holder, setting forth in reasonable detail, and
      certifying, the calculation of such adjustment. The Company will give written
      notice to the Holder at least ten (10) days prior to the date on which the
      Company closes its books or takes a record (A) with respect to any dividend
      or
      distribution upon the Common Stock, (B) with respect to any pro rata
      subscription offer to holders of Common Stock or (C) for determining rights
      to
      vote with respect to any dissolution or liquidation, provided that such
      information shall be made known to the public prior to or in conjunction with
      such notice being provided to the Holder.




(j)  Definitions .
      For
      purposes of this Warrant, the following terms shall have the meanings as set
      forth below:





(1)  “ Approved
      Stock Plan ”
means
      the employee benefit plan presently in effect which has been approved by the
      Board of Directors of the Company, pursuant to which the Company’s securities
      may be issued to any employee, officer or director for services provided to
      the
      Company, including any


amendment
      to such option plan approved by the shareholders of the company.





(2)  “ Excluded
      Securities ”
means
      any of the following: (a) any issuance by the Company of securities in
      connection with a strategic partnership or a joint venture (the primary purpose
      of which is not to raise equity capital), (b) any issuance by the Company of
      securities as consideration for a merger or consolidation or the acquisition
      of
      a business, product, license, or other assets of another person or entity which
      merger, consolidation or acquisition is approved by a majority of the
      independent members of the Board of Directors of the Company), (c) options
      to
      purchase shares of Common Stock pursuant to the Approved Stock Plan, (d) the
      issuance, or conversion or exercise, of any Other Securities and (e) any
      securities issued in connection with an equity or equity- linked financing
      pursuant to which all of the debentures issued pursuant to the Purchase
      Agreement, as amended, are redeemed in full.





(3)  “ Other
      Securities ”
means
      (i) those options and warrants of the Company issued prior to, and outstanding
      on, the date hereof as set forth on Schedule 2.7(d) attached hereto, (ii) the
      shares of Common Stock issuable on exercise of such options and warrants,
      provided such options and warrants are not amended after the date hereof, and
      (iii) the shares of Common Stock issuable upon conversion or exercise of the
      Debentures or Warrants issued pursuant to the Purchase Agreement ,as amended,
      or
      issued in connection with the Standby Equity Distribution Agreement, dated
      as of
      October 12, 2006, by and between the Company and Cornell Capital Partners,
      L.P.





2.8  Registration
      Rights .
      The
      Holder shall have the registration rights in the Investor Registration Rights
      Agreement as amended and restated.





**ARTICLE
      3. MISCELLANEOUS**





3.1  Transfer .
      This
      Warrant may not be offered, sold, transferred, pledged, assigned, hypothecated
      or otherwise disposed of, in whole or in part, at any time, except in compliance
      with applicable federal and state securities laws by the transferor and the
      transferee (including, without limitation, the delivery of an investment
      representation letter and, if requested by the Company, a legal opinion
      reasonably satisfactory to the Company).





3.2  Transfer
      Procedure .
      Subject
      to the provisions of Section 3.1, the Holder may transfer or assign this Warrant
      by giving the Company notice setting forth the name, address and taxpayer
      identification number of the transferee or assignee, if applicable (the
“Transferee”), and surrendering this Warrant to the Company for reissuance to
      the Transferee and, in the event of a transfer or assignment of this Warrant
      in
      part, the Holder. (Each of the persons or entities in whose name any such new
      Warrant issued are herein referred to as a ‘Holder”).




3.2  Loss,
      Theft, Destruction or Mutilation .
      If this
      Warrant shall mutilated or defaced or be destroyed, lost or stolen, the Company
      shall execute deliver a new Warrant in exchange for and upon surrender and
      cancellation mutilated or defaced Warrant or, in lieu of and in substitution
      for
      such Warrant destroyed, lost or stolen, upon the Holder filing with the Company
      an affidavit that Warrant has been so mutilated, defaced, destroyed, lost or
      stolen. However, Company shall be entitled, as a condition to the execution
      and
      delivery of such Warrant, to demand reasonably acceptable indemnity to it and
      payment of the expenses and charges incurred in connection with the delivery
      of
      such new Warrant. Any so surrendered to the Company shall be
      canceled.




3.3  Notices .
      All
      notices and other communications from the Company Holder or vice versa shall
      be
      deemed delivered and effective when given personally, facsimile transmission
      with confirmation sheet at such address and/or facsimile as may have been
      furnished to the Company or the Holder, as the case may be, in by the Company
      or
      the Holder from time to time.




3.4  Waiver .
      This
      Warrant and any term hereof may be changed, waived, terminated only by an
      instrument in writing signed by the party against enforcement of such change,
      waiver, discharge or termination is sought.




3.5  Governing
      Law .
      This
      Warrant shall be governed by and construed accordance with the laws of the
      State
      of New York, without giving effect to its principles regarding conflicts of
      law.
      Any action to enforce the terms of this Warrant exclusively heard in the county,
      state and federal Courts of New York and Country United States of
      America.




3.6  Signature .
      In the
      event that any signature on this Warrant is delivered facsimile transmission,
      such signature shall create a valid and binding obligation party executing
      (or
      on whose behalf such signature is executed) the same, with the force and effect
      as if such facsimile signature page were an original thereof.




3.7  Legal
      Fees .
      In the
      event any Person commences a legal action proceeding to enforce its rights
      under
      this Warrant, the non-prevailing party action or proceeding shall pay all
      reasonable and necessary costs and expenses (including reasonable and necessary
      attorney’s fees) incurred in enforcing such rights.






Dated:
      August 30, 2006




**ULURU
      INC.**




By:  /s/
      Kerry P. Gray


Name:  Kerry
      P.
      Gray


Title:  President
      & CEO





Attest:  /s/
      Daniel G. Moro


Name:  Daniel
      G.
      Moro


Title:  Vice
      President, Development







**APPENDIX
      I**






**NOTICE
      OF EXERCISE**






1.
            The
                undersigned hereby elects (please check the appropriate box and fill
                in
                the blank spaces):




£  to
      purchase ______ shares of Common Stock, $.001 par value per share, of Uluru
      Inc.
      at $.01 per share for a total of $______ and pursuant to the terms of the
      attached Warrant, and tenders herewith payment of the aggregate Exercise Price
      of such Warrant Shares in full; or





£  to
      purchase _______ shares of Common Stock, $.001 par value per share, of Uluru
      Inc. pursuant to the cashless exercise provision under Section 2.2 (b) of the
      attached Warrant, and tenders herewith the number of Warrant Shares to purchase
      such Warrant Shares based upon the formula set forth in Section 2.2
      (b).




2.
            Please
                issue a certificate or certificates representing said Warrant Shares
                in
                the name of the undersigned or in such other name as is specified
                below:




Dated:
            By:Name:Title: