4.1 Form of Warrant to purchase shares of Common Stock issued to selling agents
      in connection with the sale of the Series A Convertible Preferred Stock.


     

    Exhibit
      4.1

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”), OR ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THESE SECURITIES
      MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
      EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. 

    


     

    
      
        	 	 	July 13, 2005  W-__


      

    

    
    

     

    XENOMICS,
      INC.

     

     

    COMMON
      STOCK WARRANT 

     

    THIS
      CERTIFIES
      that, for value received, __________ and its permitted transferees hereunder
      (the “Holder”), is entitled to subscribe for and purchase from XENOMICS,
      INC.,
      a Florida corporation (the “Company”), up to _____ fully paid and nonassessable
      shares (the “Warrant Shares”) of common stock, $.0001 par value, of the Company
      (the “Common Stock”) at $2.50
      per share (the “Warrant Price”) subject to adjustment as provided in Section 2
      hereof, at any time or from time to time during the period (the “Exercise
      Period”) commencing on the date hereof and ending on July 13, 2010.


     

    SECTION
      1. Exercise
      of Warrant.

     

    (a)       
      General.
      This
      Warrant may be exercised by the Holder as to the whole or any lesser number
      of
      the Warrant Shares covered hereby, upon surrender of this Warrant to the Company
      at its principal executive office together with the Notice of Exercise attached
      hereto as Exhibit A, duly completed and executed by the Holder, and
      payment
      to the Company of the aggregate Exercise Price for the Warrant Shares to be
      purchased in the form of (i) a check made payable to the Company,
      (ii) wire transfer according to the Company’s instructions or
      (iii) any combination of (i) and (ii). The exercise of this Warrant
      shall
      be deemed to have been effected on the day on which the Holder surrenders this
      Warrant to the Company and satisfies all of the requirements of this
      Section 1. Upon such exercise, the Holder will be deemed a shareholder
      of
      record of those Warrant Shares for which the warrant has been exercised with
      all
      rights of a shareholder (including, without limitation, all voting rights with
      respect to such Warrant Shares and all rights to receive any dividends with
      respect to such Warrant Shares). If this Warrant is to be exercised in respect
      of less than all of the Warrant Shares covered hereby, the Holder shall be
      entitled to receive a new warrant covering the number of Warrant Shares in
      respect of which this Warrant shall not have been exercised and for which it
      remains subject to exercise. Such new warrant shall be in all other respects
      identical to this Warrant.

     

    (b)       
      Net
      Issue Exercise.
      In lieu
      of exercising this Warrant via cash payment, the Holder may elect to receive
      shares equal to the value of this Warrant (or the portion thereof being
      canceled) by surrender of this Warrant at the principal office of the Company
      together with a Notice of Exercise duly executed and completed indicating
      payment pursuant to this Section 1(b), in which event the Company shall issue
      to
      the Holder a number of shares of Common Stock of the Company computed using
      the
      following formula:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    X
      =
Y
      (A -
      B)

               
      A

    


    
      	
              Where

            	
              X

            	
              =

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

            


    

    


    
      	 	
              Y

            	
              =

            	
              the
                number of Warrant Shares purchasable under this Warrant or, if only
                a
                portion of the Warrant is being exercised, the portion of the Warrant
                being cancelled (at the date of such
                calculation).

            


    

     

    
      	
            	
              A

            	
              =

            	
              the
                Fair Market Value (as defined below) of one Warrant Share (at the
                date of
                such calculation).

            


    

     

    
      	 	
              B

            	
              =

            	
              the
                Exercise Price (as adjusted to the date of such
                calculation).

            


    

    


    If
      the
      above calculation results in a negative number, then no shares of Common Stock
      shall be issued or issuable upon conversion of this Warrant.

    


    (c)       
      Fair
      Market Value.
      For
      purposes of this Section 1, the Fair Market Value of one Warrant Share
      shall be determined by the Company’s Board of Directors in good faith; provided,
      however, that where there exists a public market for the Common Stock at the
      time of such exercise, the fair market value per Warrant Share shall be the
      average of the closing bid and asked prices of the Common Stock quoted in the
      Over-The-Counter Market Summary or the last reported sale price of the Common
      Stock or the closing price quoted on the Nasdaq National Market or on any
      exchange on which the Common Stock is listed, whichever is applicable, as
      published in The
      Wall Street Journal
      for the
      five trading days prior to the date of determination of Fair Market
      Value.

     

    SECTION
      2. Adjustment
      of Warrant Price.
      If,
      at
      any time during the Exercise Period, the number of outstanding shares of Common
      Stock is (i) increased by a stock dividend payable in shares of Common Stock
      or
      by a subdivision or split of shares of such class of Common Stock, or (ii)
      decreased by a combination or reverse split of shares of Common Stock, then,
      following the record date fixed for the determination of holders of Common
      Stock
      entitled to receive the benefits of such stock dividend, subdivision, split-up,
      reverse split-up or combination, the Warrant Price shall be proportionately
      reduced, in the case of an increase in shares of Common Stock outstanding,
      or
      proportionately increased, in the case of a decrease in shares of Common Stock
      outstanding, in both cases by the ratio which the total number of shares of
      Common Stock to be outstanding immediately after such event bears to the total
      number of shares of Common Stock outstanding immediately prior to such
      event.

     

    SECTION
      3. Adjustment
      of Warrant Shares.
      Upon
      each
      adjustment of the Warrant Price as provided in Section 2, the Holder shall
      thereafter be entitled to subscribe for and purchase, at the Warrant Price
      resulting from such adjustment, the number of Warrant Shares equal to the
      product of (i) the number of Warrant Shares existing prior to such adjustment
      and (ii) the quotient obtained by dividing (A) the Warrant Price existing prior
      to such adjustment by (B) the new Warrant Price resulting from such adjustment.
      No fractional shares of capital stock of the Company shall be issued as a result
      of any such adjustment, and any fractional shares resulting

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    from
      the
      computations pursuant to this paragraph shall be eliminated without
      consideration.

     

    SECTION
      4. No
      Shareholder Rights.
      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company.

     

    SECTION
      5. Covenant
      of the Company.
      The
      Company covenants and agrees that the Company shall at all times have authorized
      and reserved or shall authorize and reserve, free from preemptive rights, a
      sufficient number of shares of its Common Stock to provide for the exercise
      of
      the rights represented by this Warrant.

     

    SECTION
      6. Investment
      Representations and Warranties.
      The
      Holder hereby represents and warrants to the Company as follows:

     

    (a)       
      The
      Holder is acquiring the Warrant, and it will acquire the Common Stock issuable
      upon exercise thereof, for its own account, for investment and not with a view
      to the distribution thereof, nor with any present intention of distributing
      the
      same. The Holder understands that the Warrant and Common Stock issuable upon
      exercise thereof, will not be registered under the Act or registered or
      qualified under any state securities or “blue-sky” laws, by reason of their
      issuance in a transaction exempt from the registration and/or qualification
      requirements thereof, and that they must be held indefinitely unless a
      subsequent disposition thereof is registered under the Act or registered or
      qualified under any applicable state securities or “blue-sky” laws or is exempt
      from registration and/or qualification.

     

    (b)       
      The
      Holder understands that the exemption from registration afforded by Rule 144
      (the provisions of which are known to the Holder) promulgated under the Act
      depends on the satisfaction of various conditions and that, if applicable,
      Rule
      144 may only afford the basis for sales under certain circumstances only in
      limited amounts.

     

    (c)       
      The
      Holder has no need for liquidity in its investment in the Company, and is able
      to bear the economic risk of such investment for an indefinite period and to
      afford a complete loss thereof. 

     

    (d)       
      The
      Holder is an “accredited purchaser” as such term is defined in Rule 501 (the
      provisions of which are known to the Holder) promulgated under the
      Act.

     

    SECTION
      7. Restrictions
      on Transfer.
      The
      Holder of this Warrant by acceptance hereof agrees that the transfer of this
      Warrant and the shares of Common Stock issuable upon exercise of this Warrant
      are subject to the following provisions:

     

    (a)       
      General.
      Subject
      to the requirements of the Act or any applicable state securities laws, the
      Holder may sell, assign, transfer or otherwise dispose of all or any portion
      of
      the Warrants or the Warrant Shares acquired upon any exercise hereof at any
      time
      and from time to time. Upon the sale, assignment, transfer or other disposition
      of all or any portion of the Warrants, Holder shall deliver to the Company
      a
      written notice of such in the form attached hereto as Exhibit
      B,
      duly
      executed by Holder, which includes the identity and address of any purchaser,
      assignor or transferee. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)       
      Restrictive
      Legend.
      Each certificate for Warrant Shares held by the Holder
      and each certificate for any such securities issued to subsequent transferees
      of
      any such certificate shall be stamped or otherwise imprinted with legends in
      substantially the following form:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”) OR ANY RELEVANT STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD
      OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
      UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS”. 

     

    (c)       
      Indemnification.
      Holder
      acknowledges that he, she or it understands the meaning and legal consequences
      of the representations, warranties and acknowledgments he, she or it has made
      in
      Section 7 and elsewhere in this Warrant and he, she or it understands that
      the
      Company is relying upon the truth and accuracy thereof. Accordingly, the Holder
      hereby agrees to indemnify and hold harmless the Company, its officers, agents
      and representatives, from and against any and all loss, damage or liability
      due
      to or arising out of a breach of any representation or warranty of Holder
      contained in this Warrant.

     

    SECTION
      8. Amendment.
      The
      terms and provisions of this Warrant may not be modified or amended, except
      with
      the written consent of the Company and the Holder.

     

    SECTION
      9. Reorganizations,
      Etc.
      In case,
      at any time during the Exercise Period, of any capital reorganization, of any
      reclassification of the stock of the Company (other than a change in par value
      or from par value to no par value or from no par value to par value or as a
      result of a stock dividend or subdivision, split-up or combination of shares),
      or the consolidation or merger of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      operation and which does not result in any change or reclassification in the
      Warrant Shares) or of the sale of all or substantially all the properties and
      assets of the Company as an entirety to any other corporation, the Company,
      at
      its sole discretion, shall have the right and option to (A) provide 10 days
      prior written notice of such event to the Holder and this Warrant shall
      terminate and be of no further force and effect on and after the effective
      date
      of such capital reorganization or reclassification or the consummation of such
      consolidation, sale or merger; or (B) provide that this Warrant shall, after
      such reorganization, reclassification, consolidation, merger or sale, be
      exercisable for the kind and number of shares of stock or other securities
      or
      property of the Company or of the corporation resulting from such consolidation
      or surviving such merger or to which such properties and assets shall have
      been
      sold to which such holder would have been entitled if he, she or it had held
      the
      Warrant Shares issuable upon the exercise hereof immediately prior to such
      reorganization, reclassification, consolidation, merger or sale.

     

    SECTION
      10. Lost,
      Stolen, Mutilated or Destroyed Warrant.
      If
      this
      Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
      as to indemnity or otherwise as it may in its discretion impose (which shall,
      in
      the case of a mutilated Warrant, include the surrender thereof), issue a new
      Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated
      or destroyed. Any such new Warrant shall constitute an original
      contractual

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    obligation
      of the Company, whether or not the allegedly lost, stolen, mutilated or
      destroyed Warrant shall be at any time enforceable by anyone.

     

    SECTION
      11. Notices.
      All
      notices, advices and communications to be given or otherwise made to any party
      to this Agreement shall be deemed to be sufficient if contained in a written
      instrument delivered in person or by telecopier or duly sent by first class
      registered or certified mail, return receipt requested, postage prepaid, or
      by
      overnight courier, or by electronic mail, with a copy thereof to be sent by
      mail
      (as aforesaid) within 24 hours of such electronic mail, addressed to such party
      at the address set forth below or at such other address as may hereafter be
      designated in writing by the addressee to the addresser listing all
      parties:

     

    
      	 	
              (a)

            	
              If
                to the Company, to:

            


    

     

    
      	 	Xenomics,
              Inc.
	 	420
              Lexington Avenue, Suite 1701
	 	New
              York, New York 10170
	 	Attention:	V.
              Randy White, Ph.D.
	 	 	Chief
              Executive Officer


    

     

     

    and

    


    


    


    
      	 	
              (b)

            	
              If
                to the Holder, to:

            


    

    
 

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other parties hereto in writing in accordance herewith. Any such notice
      or communication shall be deemed to have been delivered and received (i) in
      the
      case of personal delivery or delivery by telecopier, on the date of such
      deliver, (ii) in the case of nationally-recognized overnight courier, on the
      next business day after the date when sent and (ii) in the case of mailing,
      on
      the third business day following that on which the piece of mail containing
      such
      communication is posted. As used in this Section 11, “business day” shall mean
      any day other than a day on which banking institutions in the State of New
      York
      are legally closed for business.

    


    SECTION
      12.  Binding
      Effect on Successors.
      Subject
      to Section 9 hereof, this Warrant shall be binding upon any corporation
      succeeding the Company by merger, consolidation or acquisition of all or
      substantially all of the Company’s assets. 

     

    SECTION
      13.  Descriptive
      Headings and Governing Law.
      The
      description headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only and do not constitute a part of this Warrant.
      This
      Warrant shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the laws of the State of New York (without
      giving effect to conflicts of law principles thereunder).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      14.  Fractional
      Shares.
      No
      fractional shares shall be issued upon exercise of this Warrant. The Company
      shall, in lieu of issuing any fractional share, pay the holder entitled to
      such
      fraction a sum in cash equal to such fraction multiplied by the then effective
      Warrant Price.

     

    *
      * *

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the undersigned has caused this Common Stock Warrant to be executed by its
      duly
      authorized officer as of the date first above written.

    
      	 	 	 
	 	XENOMICS,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:
                V. Randy White, Ph.D.

              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

     

    Form
      of Subscription

    
      
        

      

    

     

     

    NOTICE
      OF EXERCISE

    COMMON
      STOCK WARRANT

     

    To:     
      Xenomics,
      Inc.

     

    The
      undersigned hereby:

     

    1.       
      (a) elects to purchase _______ shares of Common Stock (“Common Stock”) of
      Xenomics, Inc., a Florida corporation, (the “Company”) pursuant to the terms of
      the attached Warrant, and tenders herewith payment of the aggregate exercise
      price therefor and any transfer taxes payable pursuant to the terms of the
      Warrant; or

     

    2.       
      (b)
      elects to exercise this Warrant for the purchase of ________ shares of the
      Common Stock pursuant to the provisions of Section 1(b) of the attached
      Warrant.

     

    Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name or names as are specified
      below:

     

    
      	 	
              Name:

            	 	 
	 	Address:   	 	 
	 	 	 	 


    

     

     

    


    


     

    IN
      WITNESS WHEREOF, the Warrant Holder has executed this Notice of Exercise
      effective this ___ day of ________, ______.

     

    
      	 	 	 
	 	 	 
	 	
              

            
	 	 
	 	(Signature)


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Form
      of Assignment

    [To
      be 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 XENOMICS,
      INC.,
      to which the within Warrant relates, and appoints Attorney to transfer such
      right on the books of XENOMICS,
      INC.,
      with full power of substitution in the premises. 

     

     

    
      	Dated: 	 	 
	 	
              (Signature)

            	 


    

     

     

     

     

     

     

    Signed
      in the presence of: 

    


    ______________________________
      

     

     

     

    9