THE
      SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
      REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES
      ACT
      OR AN EXEMPTION FROM THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT
      TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF OTHER
      APPLICABLE JURISDICTIONS.

     

    COMMON
      STOCK PURCHASE WARRANT

    (CALLABLE)

    


    For
      the
      Purchase of __________ Shares

    of
      Common
      Stock, (no par value)

    of

     

    INFOBIONICS,
      INCORPORATED

    A
      Minnesota Corporation

     

    For
      value
      received, _____________________, or its permitted assigns (the “Holder”), is
      entitled to, on or before the date specified below on which this Common Stock
      Purchase Warrant (the “Warrant”) expires, but not thereafter, to subscribe for,
      purchase and receive the number of fully paid and nonassessable shares of the
      common stock, no par value (the “Warrant Shares”), of INFOBIONICS, INCORPORATED,
      a Minnesota corporation (the “Company”) set forth above, at the price of Two
      Dollars ( $2.00) per Warrant Share (the “Exercise Price”), upon presentation and
      surrender of this Warrant and upon payment by bank check of the Exercise Price
      for such Warrant Shares to the Company at the principal office of the
      Company.

     

    1. Exercise
      of Warrant.
      This
      Warrant may be exercised in whole or in part, from time to time, commencing
      on the date hereof (the “Issue Date”) and expiring Forty Two (42) Months from
      the date hereof; provided,
      however,
      that in
      the event of (i) the closing of the issuance and sale of shares of Common Stock
      of the Company in the Company’s first underwritten public offering pursuant to
      an effective registration statement under the Securities Act of 1933, as amended
      (an “IPO”), (b) the closing of the Company’s sale or transfer of all or
      substantially all of its assets, or (c) the closing of the acquisition by the
      Company by another entity by means of merger, consolidation or other transaction
      or series of transactions, resulting in the exchange of the outstanding shares
      of the Company’s capital stock such that the stockholders of the Company prior
      to such transaction would have owned, directly or indirectly, less than 50%
      of
      the voting power of the surviving entity, this Warrant shall, on the date of
      such event, no longer be exercisable and shall become null and void. In the
      event of a proposed transaction of the kind described above, the Company shall
      notify the Holder at least thirty (30) days prior to the consummation of such
      event or transaction, during which thirty (30) day period the Holder may
      exercise this Warrant in accordance with the provisions hereof. This Warrant
      may
      be exercised by
      presentation and surrender hereof to the Company, with the Exercise Form annexed
      hereto duly executed and accompanied by payment by bank check of the Exercise
      Price for the number of Warrant Shares specified in such form, together with
      all
      federal and state taxes applicable upon such exercise, if any. If this Warrant
      should be exercised in part only, the Company shall, upon surrender of this
      Warrant for cancellation, execute and deliver a new Warrant evidencing the
      right
      of the Holder to purchase the balance of the Warrant Shares purchasable
      hereunder. Upon receipt by the Company of this Warrant and the Exercise Price
      at
      the office of the Company, in proper form for exercise, the Holder shall be
      deemed to be the holder of record of the Warrant Shares issuable upon such
      exercise, notwithstanding that certificates representing such Warrant Shares
      shall not then be actually delivered to the Holder. If the subscription rights
      represented hereby shall not be exercised at or before 5:00 P.M., Eastern
      Standard Time, on the expiration date specified above, this Warrant shall become
      void and without further force or effect, and all rights represented hereby
      shall cease and expire.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Rights
      of the Holder.
      Prior
      to exercise of this Warrant, the Holder shall not, by virtue hereof, be entitled
      to any rights of a shareholder in the Company, either at law or equity, and
      the
      rights of the Holder are limited to those expressed in this Warrant and are
      not
      enforceable against the Company except to the extent set forth herein.


     

    3. Adjustment
      of Exercise Price and Number of Shares.

    


    (A)
       Mandatory
      Filing of Registration Statement.
      . In
      the
      event a resale registration statement (the “Resale Registration Statement”)
      registering the Warrant Shares is not filed with the Securities and Exchange
      Commission (the “Commission”) by December 31, 2007 (the “Filing Date”) then the
      exercise price of this Warrant shall be reduced by 25% and thereafter, 25%
      for
      each 30 day period or part thereof that the Registration Statement is not filed.
      For example, if the Resale Registration Statement is not filed by the Filing
      Date, the exercise price of this Warrant shall be reduced to $1.50. If the
      Resale Registration Statement is not filed within the first 30 day period,
      then
      the exercise price of this Warrant shall be reduced by an additional 25% to
      $1.125; and (ii) if after the Resale Registration Statement is filed, the Resale
      Registration Statement is not declared effective within six (6) months after
      such filing (the “Effective Date”), the exercise price of this Warrant, as may
      have been adjusted, shall be reduced by an additional 25% for each 30 day period
      or part thereof that the Resale Registration Statement is not declared effective
      by the SEC. The reduction in the exercise price of this Warrant shall be as
      partial relief for the damages to the Purchasers by reason of any such delay
      in
      their ability to sell the shares underlying this Warrant (which remedy shall
      not
      be exclusive of any other remedies available at law or in equity).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Anything
      to the contrary herein notwithstanding, Holder hereby acknowledges that it
      has
      granted to the Placement Agent the right to make good faith determinations
      that
      the Company has been working in a timely fashion to file the Resale Registration
      Statement with the Commission and to cause the Resale Registration Statement
      to
      become effective such that the Resale Registration Statement is filed by the
      Filing Date and the Resale Registration Statement is declared effective by
      the
      Effective Date.  Upon such good faith determination(s) by the Placement
      Agent that the Company has acted in a timely fashion, the Placement Agent shall
      waive the penalty provisions relating to the exercise price of the Warrants,
      and
      upon such waiver those penalty provisions shall not apply.  The Placement
      Agent shall make such determination(s) at each time that the penalty provisions
      otherwise would apply, as applicable. The Placement Agent shall advise the
      Company and Purchasers in writing of its good faith determination(s) no later
      than the date(s) on which the penalty provisions otherwise first would
      apply.

    .

    (B) Subdivisions,
      Combinations and Dividends.
      If
      after the Issue Date, the Company shall subdivide its shares of common stock
      (“Common Stock”), by split-up or otherwise, or combine its shares of Common
      Stock by reverse stock split or otherwise, or issue additional shares of common
      stock in payment of a stock dividend on its common stock, the number of Warrant
      Shares issuable upon exercise of this Warrant shall forthwith be proportionately
      increased in the case of a subdivision or stock dividend, or proportionately
      decreased in the case of a reverse stock split or combination, the Exercise
      Price shall be proportionately decreased in the case of a subdivision or stock
      dividend, or proportionately increased in the case of a reverse stock split
      or
      combination, provided that the aggregate purchase price for the total number
      of
      Warrant Shares purchasable under the Warrant (as adjusted) shall remain the
      same. 

    


    (C) Adjustment
      for Reorganization, Consolidation, Merger.
      Subject
      to the provision of Section 1 above, in case of any reorganization of the
      Company (or any other corporation the stock or other securities of which are
      at
      the time receivable on the exercise of this Warrant) after the Issue Date,
      or in
      case, after such date, the Company (or any such other corporation) shall
      consolidate with or merge into another corporation or convey all or
      substantially all of its assets to another corporation, then and in each such
      case the Holder, upon the exercise hereof as provided in Section 1, at any
      time
      after the consummation of such reorganization, consolidation, merger or
      conveyance, shall be entitled to receive, in lieu of the stock or other
      securities and property receivable upon the exercise of this Warrant prior
      to
      such consummation, the stock or other securities or property to which such
      Holder would be entitled had the Holders exercised this Warrant immediately
      prior thereto, all subject to further adjustment as provided herein; in each
      such case, the terms of this Warrant shall be applicable to the shares of stock
      or other securities or property receivable upon the exercise of this Warrant
      after such consummation.

     

    4.    Call
      of Warrants.
      

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

          (A) Procedures.
      Commencing at the close of business on September 1, 2008 the Company may,
      subject to the conditions set forth herein, call for the exercise of this
      Warrant (the “Call Notice”) provided that the fair market value of the Common
      Stock for the twenty (20) consecutive trading days ending three (3) days prior
      to the date of the Call Notice is at least $2.00, subject to adjustment for
      stock dividends, stock splits and other anti-dilution provisions as provided
      for
      in Section 3 of this Warrant. For purposes of this Section 4, “fair market
      value” at any date shall be deemed to be, as applicable: (i) the last sale price
      regular way as reported on the principal national securities exchange on which
      the Common Stock is listed or admitted to trading; or (ii) if the Common Stock
      is not listed or admitted to trading on any national securities exchange, the
      average of the closing bid and asked prices regular way for the Common Stock
      as
      reported by the Nasdaq National Market or Nasdaq SmallCap Market of the Nasdaq
      Stock Market, Inc. (“Nasdaq”); or (iii) if the Common Stock is not listed or
      admitted for trading on any national securities exchange, and is not reported
      by
      Nasdaq, the average of the closing bid and asked prices, as reported on the
      OTC
      Bulletin Board or if no such quotation is available, then the closing bid and
      asked prices in the over-the-counter market as furnished by the National
      Quotation Bureau, Inc; or (iv) if the Common Stock is not listed or admitted
      for
      trading on any national securities exchange, is not reported by Nasdaq, no
      quotation is available on the OTC Bulletin Board and no closing and asked prices
      are available from National Quotation Bureau, Inc., then the value determined
      by
      an independent, qualified appraiser selected by the Company in good faith.
      The
      Call Notice shall be deemed effective upon mailing and the time of mailing
      is
      the “Effective Date of the Notice.” The Call Notice shall state the exercise
      period and cancellation date not less than twenty (20) days from the Effective
      Date of the Notice (the “Cancellation Date”). In the event the number of shares
      of Common Stock issuable upon exercise of this Warrant being called are adjusted
      pursuant to Section 3 hereof, then upon each such adjustment the Exercise Price
      will be adjusted by multiplying the Exercise Price in effect immediately prior
      to such adjustment by a fraction, the numerator of which is the number of shares
      of Common Stock issuable upon exercise of this Warrant being exercised
      immediately prior to such adjustment and the denominator of which is the number
      of shares of Common Stock issuable upon exercise of this Warrant being exercised
      immediately after such adjustment. The Holder may exercise this Warrant between
      the Effective Date of the Notice and the Cancellation Date, such exercise being
      effective if done in accordance with Section 1 hereof, and if this Warrant,
      with
      the form of election to purchase duly executed, and the Exercise Price are
      actually received by the Company at its office located at 756 Goodrich Avenue,
      St. Paul, MN 55105, no later than 5:00 PM Eastern Standard time on the
      Cancellation Date. If, prior to the issuance of this Warrant, the Company shall
      have called all of its Common Stock Warrants (Callable) and, in connection
      therewith, the Cancellation Date shall have passed, then this Warrant shall,
      immediately upon issuance, be deemed no longer outstanding, and any rights
      with
      respect thereto shall cease and terminate. 

     
      

    (B)
       Return
      of Warrant.
      If the
      Holder does not wish to exercise this Warrant, the Holder should mail this
      Warrant to the Company at its office located at 756 Goodrich Avenue, St. Paul,
      MN 55105 after receiving the Call Notice required by this Section. If the Call
      Notice shall have been so mailed, then, on and after such Cancellation Date,
      notwithstanding that this Warrant subject to Call shall not have been
      surrendered for redemption, the obligation evidenced by this Warrant not so
      surrendered or effectively exercised shall be deemed no longer outstanding,
      and
      all rights with respect hereto shall forthwith cease and terminate.


     

    5. Officer’s
      Certificate.
      Whenever the number of Warrant Shares issuable upon exercise of this Warrant
      or
      the Exercise Price shall be adjusted as required by the provisions hereof,
      the
      Company shall forthwith file in the custody of its Secretary at its principal
      office, an officer’s certificate showing the adjusted number of Warrant Shares
      or Exercise Price determined as herein provided and setting forth in reasonable
      detail the facts requiring such adjustment. Each such officer’s certificate
      shall be made available at all reasonable times for inspection by the Holder
      and
      the Company shall, forthwith after each such adjustment, deliver a copy of
      such
      certificate to the Holder. Such certificate shall be conclusive as to the
      correctness of such adjustment.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    6. Restrictions
      on Transfer.
      Certificates for the Warrant Shares to be issued upon exercise of this Warrant
      shall bear a legend in substantially the following form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
      HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
      IN EFFECT WITH RESPECT TO THE SHARES UNDER THE SECURITIES ACT OR AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE
      SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF
      OTHER APPLICABLE JURISDICTIONS.

     

    The
      Holder, by acceptance hereof, agrees that, absent an effective registration
      statement under the Securities Act of 1933, as amended (the “Securities Act”),
      covering the disposition of this Warrant or the Warrant Shares issued or
      issuable upon exercise hereof, such Holder will not sell or transfer this
      Warrant, in whole or in part, or such Warrant Shares without first providing
      the
      Company with an opinion of counsel reasonably satisfactory to the Company to
      the
      effect that such sale or transfer will be exempt from the registration and
      prospectus delivery requirements of the Securities Act. The Holder, at the
      time
      all or a portion of this Warrant is exercised, agrees to make such written
      representations to the Company as counsel for the Company may reasonably
      request, in order that the Company may be reasonably satisfied that such
      exercise of the Warrant and consequent issuance of Warrant Shares will not
      violate the registration and prospectus delivery requirements of the Securities
      Act, or other applicable state securities laws.

     

    7.
       Fractional
      Shares.
      In no
      event shall any fractional share of common stock be issued upon any exercise
      of
      this Warrant. If upon exercise of this Warrant, the Holder would, except as
      provided in this Section 7, be entitled to receive a fractional share of Common
      Stock, then the Company shall issue the next higher number of a full share
      of
      Common Stock, thereby issuing a full share with respect to such fractional
      share.

     

    8. Loss
      or Mutilation.
      Upon
      receipt by the Company of evidence satisfactory to it (in the exercise of
      reasonable discretion) of the ownership of and the loss, theft, destruction
      or
      mutilation of any Warrant and (in the case of loss, theft or destruction) of
      indemnity satisfactory to it (in the exercise of reasonable discretion), and
      (in
      the case of mutilation) upon surrender and cancellation thereof, the Company
      will execute and deliver in lieu thereof a new Warrant of like
      tenor.

     

    9. Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available for issue upon the
      exercise of the Warrants such number of its authorized but unissued shares
      of
      Common Stock as will be sufficient to permit the exercise in full of all
      outstanding Warrants.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    10. No
      Impairment.
      The
      Company will not, by amendment of its Articles of Incorporation or its Bylaws
      or
      through any reclassification, capital reorganization, consolidation, merger,
      sale or conveyance of assets, dissolution, liquidation, issue or sale of
      securities or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms and 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

     

    11. Notices.
      All
      notices and other communications from the Company to the Holder of this Warrant
      shall be mailed by first class registered or certified mail, postage prepaid,
      to
      the address furnished to the Company in writing by the Holder.

     

    12. Change;
      Waiver.
      Neither
      this Warrant nor any term hereof may be changed, waived, discharged or
      terminated orally but only by an instrument in writing signed by the party
      against which enforcement of the change, waiver, discharge or termination is
      sought.

     

    13.
       Successors
      and Assigns.
      This
      Warrant shall be binding upon the Company’s successors and assigns and shall
      inure to the benefit of the Holders’ successors, legal representatives and
      permitted assigns.

     

    14. Business
      Days.
      If the
      last or appointed day for the taking of any action required or the expiration
      of
      any right granted herein shall be a Saturday or Sunday or a legal holiday in
      New
      York, then such action may be taken or right may be exercised on the next
      succeeding day which is not a Saturday or Sunday or legal holiday.

     

    15. Law
      Governing.
      This
      Warrant shall be construed and enforced in accordance with and governed by
      the
      laws of New York.

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer on __________________, 2007.

     

    
      	 	 	 
	 	INFOBIONICS, INCORPORATED
	 
 	 
 	 
 
	 	By:  	 
	 	
              
John
              I. Bjelland
	 	President and CEO


    

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    Form
      to be used to exercise Warrant:

     

    DATE:
      ___________________________

     

    TO: INFOBIONICS,
      INCORPORATED

     

    The
      undersigned hereby irrevocably elects to exercise the within Warrant and to
      purchase     ________
      Warrant
      Shares of the Company called for thereby, and hereby makes payment by cashier’s
      check of $          
      __________
      (at the
      rate of $2.00 per share) in payment of the Exercise Price pursuant thereto.
      Please issue the Warrant Shares as to which this Warrant is exercised
      to:

     

    ___________________________

     

    ___________________________

     

    ___________________________

     

    and
      if
      said number of Warrants shall not be all the Warrants evidenced by the within
      Warrant Certificate, issue a new Warrant Certificate for the balance remaining
      of such Warrants to _____________________ at the address stated
      above.

     

    By:___________________________

     

    Print
      Name:___________________________

     

    
      
         

      

      
        8