WWW.EXFILE.COM, INC. -- CELL KINETICS LTD. -- EXHIBIT 4.3 TO FORM F-1


    EXHIBIT
      4.3

     

    WARRANT
      CERTIFICATE


    (See
      Reverse Side For Legend)

    


    


    
      	NUMBER
              W-	 	
              WARRANTS

            


    

                                                                                                                                              

    


    (THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

    5:00
      P.M.
      NEW YORK CITY TIME,
      [              ],
      2011)

    


    


    CELL
      KINETICS LTD.

    


                                                               CUSIP
      [       ]

    


    WARRANT

    


    


    THIS
      CERTIFIES THAT, for value
      received,

    


    is
      the
      registered holder of a Warrant or Warrants expiring [], 2011 (the “Warrant”) to
      purchase one fully paid and non-assessable ordinary share, par value NIS $0.01
      (“Shares”), of Cell Kinetics Ltd., an Israeli corporation (the “Company”), for
      each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
      holder thereof to purchase from the Company, commencing on
      [     ], 2007 and terminating at 5:00 p.m., New York
      City time, on [       ], 2011 (“Expiration
      Date”), such number of Shares of the Company at the price of $0.60 per share,
      subject to adjustment, upon surrender of this Warrant Certificate and payment
      of
      the Warrant Price at the office of the Warrant Agent (such payment to be made
      by
      check made payable to the Company), but only subject to the conditions set
      forth
      herein and in the Warrant Agency Agreement between the Company and the Warrant
      Agent.  The Warrant Agreement provides that upon the occurrence of
      certain events, the Warrant Price and the number of Warrant Shares purchasable
      hereunder, set forth on the face hereof, may, subject to certain conditions,
      be
      adjusted. The term Warrant Price as used in this Warrant Certificate refers
      to
      the price per Share at which Shares may be purchased at the time the Warrant
      is
      exercised.

    


    No
      fraction of a Share will be issued
      upon any exercise of a Warrant. If the holder of a Warrant would be entitled
      to
      receive a fraction of a Share upon any exercise of a Warrant, the Company shall,
      upon such exercise, round down to the nearest whole number the number of Shares
      to be issued to such holder.

    


    Upon
      any exercise of the Warrant for
      less than the total number of full Shares provided for herein, there shall
      be
      issued to the registered holder hereof or his assignee a new Warrant Certificate
      covering the number of Shares for which the Warrant has not been
      exercised.

    


    Warrant
      Certificates, when surrendered
      at the office of the Company by the registered holder hereof in person or by
      attorney duly authorized in writing, may be exchanged in the manner and subject
      to the limitations provided in the Warrant Agreement, but without payment of
      any
      service charge, for another Warrant Certificate or Warrant Certificates of
      like
      tenor and evidencing in the aggregate a like number of Warrants.

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    Upon
      due presentment for registration
      of transfer of the Warrant Certificate at the office of the Company, a new
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants shall be issued to the transferee in
      exchange for this Warrant Certificate, subject to the limitations provided
      in
      the Warrant Agreement, without charge except for any applicable tax or other
      governmental charge.

    


    The
      Company may deem and treat the
      registered holder as the absolute owner of this Warrant Certificate
      (notwithstanding any notation of ownership or other writing hereon made by
      anyone), for the purpose of any exercise hereof, of any distribution to the
      registered holder, and for all other purposes, and the Company shall not be
      affected by any notice to the contrary.

    


    This
      Warrant does not entitle the
      registered holder to any of the rights of a shareholder of the
      Company.

    


     

     

    
 

    CELL
      KINETICS LTD.

     

    


    
      	 	 	 
	Chief
              Executive Officer	 	Chief
              Financial Officer


    

                                                                                                    

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (Reverse
      Side)

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
      A
      WARRANT AGENCY AGREEMENT DATED AS OF
      [       ], 2007 BETWEEN THE COMPANY AND THE
      WARRANT AGENT, A COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICES OF THE
      COMPANY.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    SUBSCRIPTION
      FORM

     

    


    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________Warrants represented by this Warrant Certificate, and to purchase
      the shares of Common Stock issuable upon the exercise of such Warrants, and
      requests that Certificates for such shares shall be issued in the name
      of

     

     

    
      
        

      

    

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

    


    
       

      
        
          

        

      



    
       

      
        
          

        

      



    
       

      
        
          

        

      
(SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and
      be
      delivered to

    


    
       

      
        
          

        

      

    

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    


    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

     

     

    
      	Dated:	 	 	  
	 	 	 	
              (SIGNATURE)

            
	 	 	 	  
	 	 	 	  
	 	 	 	
              (ADDRESS)

            
	 	 	 	  
	 	 	 	 
	 	 	 	 
	 	 	 	
              (TAX
                IDENTIFICATION NUMBER)

            


    

    
 

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    ASSIGNMENT

    


    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, ____________________ hereby sell, assign, and transfer
      unto

    


    
       

      
        
          

        

      

    

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

     

    
       

      
        
          

        

      

    

     

     

     

    
      
        

      

    

    


    
       

       

      
        
          

        

      



    
       

       

      
        
          

        

      
(SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and
      be
      delivered to 

     

    
       

      
        
          

        

      
(PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

     

    
       

       

      
        	Dated:	 	 	  
	 	 	 	
                (SIGNATURE)

              


      

      
 

    

    The
      signature to the assignment of the Subscription Form must correspond to the
      name
      written upon the face of this Warrant Certificate in every particular, without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a
      commercial bank or trust company or a member firm of the American Stock
      Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
      Exchange.