**Exhibit 4.2**NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEENREGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE INRELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ANDIN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TOTHE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BEREASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDEMARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT ISAN “ACCREDITED INVESTOR” AS DEFINED IN RULE 50 1(a) UNDER THE SECURITIES ACT.**COMMON STOCK PURCHASE WARRANT**To Purchase                      Shares of Common Stock of**NOVINT TECHNOLOGIES, INC.**     THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received,                                         (the “Holder”), is entitled, upon the terms and subject to the limitationson exercise and the conditions hereinafter set forth, at any time on or after                                         (the “Initial Exercise Date”) and on or prior to the close of business on the fifthanniversary of the issuance date of this Warrant (the “Termination Date”) but notthereafter, to subscribe for and purchase from Novint Technologies, Inc., a corporationincorporated in the State of Delaware (the “Company”), up to                                                     shares (the“Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the“Common Stock”). The purchase price of one share of Common Stock (the “ExercisePrice”) under this Warrant shall be **$2.00**subject to adjustment hereunder. The Exercise Priceand the number of common shares for which the Warrant is exercisable (the “Warrant Shares”) shallbe subject to adjustment as provided herein. **Capitalized terms used and not otherwise definedherein shall have the meanings set forth in that certain Subscription Agreement (the“****Subscription Agreement****”) among the Company and the Holder.**     1. Title to Warrant. This Warrant and all rights hereunder are transferable, in wholeor in part, at the office or agency of the Company by the Holder in person or by duly authorizedattorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properlyendorsed. The transferee shall sign an investment letter in form and substance reasonablysatisfactory to the Company.
1

 
     2. Authorization of Shares. The Company covenants that all Warrant Shares which maybe issued upon the exercise of the purchase rights represented by this Warrant will, upon exerciseof the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paidand nonassessable and free from all taxes, liens and charges in respect of the issue thereof (otherthan taxes in respect of any transfer occurring contemporaneously with such issue).     3. Exercise of Warrant.          (a) Exercise of the purchase rights represented by this Warrant may be made at any time ortimes on or after the Initial Exercise Date and on or before the Termination Date by delivery tothe Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (orsuch other office or agency of the Company as it may designate by notice in writing to theregistered Holder at the address of such Holder appearing on the books of the Company); provided,however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, theHolder shall have surrendered this Warrant to the Company and the Company shall have receivedpayment of the aggregate Exercise Price of the shares thereby purchased by wire transfer orcashier’s check drawn on a United States bank. Certificates for shares purchased hereunder shallbe delivered to the Holder within 15 Trading Days from the delivery to the Company of the Notice ofExercise Form by facsimile copy, surrender of this Warrant and payment of the aggregate ExercisePrice as set forth above. Notwithstanding anything contained in this Warrant to the contrary, theHolder shall not have the right to exercise any portion of this Warrant, to the extent that aftergiving effect to such exercise, the Holder (together with the Holder’s affiliates) would haveacquired, through exercise of the Warrant or otherwise, beneficial ownership of a number of sharesof Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding immediatelyafter giving effect to such exercise. For purposes of the foregoing sentence, the number of sharesof Common Stock beneficially owned by the Holder and its affiliates shall include the number ofshares of Common Stock issuable upon exercise of the Warrants with respect to which thedetermination of such sentence is being made, but shall exclude the number of shares of CommonStock which would be issuable upon (A) exercise of the remaining, non-exercised portion of thisWarrant beneficially owned by the Holder or any of its affiliates, and (B) exercise or conversionof the unexercised or unconverted portion of any other securities of the Company (including,without limitation, any other warrants) subject to a limitation on conversion or exercise analogousto the limitation contained herein beneficially owned by the Holder or any of its affiliates.Except as set forth in the preceding sentence, for purposes of this Section 3(a), beneficialownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of1934, as amended. For purposes of this Section 3(a), in determining the number of outstandingshares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock asreflected in (1) the Company’s most recent Form 10-Q, Form 10-K or other public filing with theCommission, as the case may be, if any, (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 ofCommon Stock outstanding. Upon the written request of the Holder, the Company shall promptly, butin no event later than 2 Trading Days following the receipt of such notice, confirm in writing toany such holder the number of shares of Common Stock then outstanding. In any case, the number ofoutstanding shares of Common Stock shall be determined after giving effect to the conversion orexercise of securities of the Company, including the exercise of any
2

 
portion of this Warrant, by the Holder or its affiliates since the date as of which suchnumber of outstanding shares of Common Stock was reported.          (b) If this Warrant shall have been exercised in part, the Company shall, at the time ofdelivery of the certificate or certificates representing Warrant Shares, deliver to Holder a newWarrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for bythis Warrant, which new Warrant shall in all other respects be identical with this Warrant.          (c) Subject to the provisions of this Section 3, if the Closing Price for each of any tenconsecutive Trading Days after the Effective Date (the “Measurement Price”) exceeds 150% ofthe then Exercise Price (the “Threshold Price”), then the Company may call for cancellationof all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered(such right, a “Call”). To exercise this right, the Company must deliver to the Holder anirrevocable notice (a “Call Notice”) indicating therein the portion of unexercised portionof this Warrant to which such notice applies. If the conditions set forth below for such Call aresatisfied from the period from the date of the Call Notice through and including the Call Date (asdefined below), then any portion of this Warrant subject to such Call Notice for which a Notice ofExercise and, within 7 Trading Days after the Call Date, payment of the aggregate Exercise Price ofthe shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankshall not have been received by the Company from and after the date of the Call Notice will becancelled at 6:30 p.m. (Los Angeles Time) on the 60th Trading Day after the date the Call Noticeis received by the Holder (such date, the “Call Date”). Any unexercised portion of thisWarrant to which the Call Notice does not pertain will be unaffected by such Call Notice. Infurtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercisewith respect to Warrant Shares subject to a Call Notice that are tendered from the time of deliveryof the Call Notice through 6:30 p.m. (Los Angeles Time) on the Call Date. The parties agree thatany Notice of Exercise delivered following a Call Notice shall first reduce to zero the number ofWarrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares availablefor purchase under this Warrant. For example, if (x) this Warrant then permits the Holder toacquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30p.m. (Los Angeles Time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shareswill be automatically cancelled, (2) the Company, in the time and manner required under thisWarrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercisesfollowing receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercisethis Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject tosubsequent Call Notices). Subject again to the provisions of this Section 3, the Company maydeliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not havedelivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in thisWarrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (andany Call Notice will be void), unless, from the beginning of the 10 consecutive Trading Days usedto determine whether the Common Stock has achieved the Threshold Price and Threshold Volume throughthe Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant allNotices of Exercise delivered by 6:30 p.m. (Los Angeles Time) on the Call Date, (ii) theRegistration Statement shall be effective as to all Warrant Shares and the prospectus thereunderavailable for use by the Holder for the resale all such Warrant Shares and (iii) the Common Stockshall be
3

 
listed or quoted for trading on the Trading Market. Further, notwithstanding anything to thecontrary set forth in this Warrant, the Company shall not Call any portion of this Warrant to theextent that the Holder would be unable to voluntarily exercise such portion of this Warrant inadvance of the Call Date with respect to such Call due to the restrictions on exercise set forth inSection 3(a), without the Holder further effecting sales of Common Stock. The Holder agrees topromptly furnish the Company, upon its request, with information regarding the Holder’sthen-current holdings of Common Stock in order to assist the Company in complying with theforegoing sentence.     4. No Fractional Shares or Scrip. No fractional shares or scrip representingfractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a sharethat Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay acash adjustment in respect of such final fraction in an amount equal to such fraction multiplied bythe Exercise Price.     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall bemade without charge to the Holder for any issue or transfer tax or other incidental expense inrespect of the issuance of such certificate, all of which taxes and expenses shall be paid by theCompany, and such certificates shall be issued in the name of the Holder or in such name or namesas may be directed by the Holder; provided, however, that in the event certificates for WarrantShares are to be issued in a name other than the name of the Holder, this Warrant when surrenderedfor exercise shall be accompanied by the Assignment Form attached hereto duly executed by theHolder; and the Company may require. as a condition thereto, the payment of a sum sufficient toreimburse it for any transfer tax incidental thereto.     6. Closing of Books. The Company will not close its stockholder books or records inany manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.     7. Transfer, Division and Combination.          (a) Subject to compliance with any applicable securities laws and the conditions set forth inSections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or inpart, upon surrender of this Warrant at the principal office of the Company, together with awritten assignment of this Warrant substantially in the form attached hereto duly executed by theHolder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon themaking of such transfer. Upon such surrender and, if required, such payment, the Company shallexecute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in thedenomination or denominations specified in such instrument of assignment, and shall issue to theassignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrantshall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder forthe purchase of Warrant Shares without having a new Warrant issued.          (b) This Warrant may be divided or combined with other Warrants upon presentation hereof atthe aforesaid office of the Company, together with a written notice specifying the names anddenominations in which new Warrants are to be issued, signed by the Holder or its agent orattorney. Subject to compliance with Section 7(a), as to any transfer which
4

 
may be involved in such division or combination, the Company shall execute and deliver a newWarrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice.          (c) The Company shall prepare, issue and deliver at its own expense (other than transfertaxes) the new Warrant or Warrants under this Section 7.          (d) The Company agrees to maintain, at its aforesaid office, books for the registration andthe registration of transfer of the Warrants.          (e) If, at the time of the surrender of this Warrant in connection with any transfer of thisWarrant, the transfer of this Warrant shall not be registered pursuant to an effective registrationstatement under the Securities Act and under applicable state securities or blue sky laws, theCompany may require, as a condition of allowing such transfer (i) that the Holder or transferee ofthis Warrant, as the case may be, furnish to the Company a written opinion of counsel (whichopinion shall be in form, substance and scope customary for opinions of counsel in comparabletransactions and reasonably acceptable to the Company) to the effect that such transfer may be madewithout registration under the Securities Act and under applicable state securities or blue skylaws, (ii) that the holder or transferee execute and deliver to the Company an investment letter inform and substance acceptable to the Company and (iii) that the transferee be an “accreditedinvestor” as defined in Rule 50 1(a) promulgated under the Securities Act.     8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holderto any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means ofa cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to suchHolder as the record owner of such shares as of the close of business on the later of the date ofsuch surrender or payment.     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that uponreceipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction ormutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case ofloss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in thecase of the Warrant, shall not include the posting of any bond), and upon surrender andcancellation of such Warrant or stock certificate, if mutilated, the Company will make and delivera new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of suchWarrant or stock certificate.     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking ofany action or the expiration of any right required or granted herein shall be a Saturday, Sunday ora legal holiday, then such action may be taken or such right may be exercised on the nextsucceeding day not a Saturday, Sunday or legal holiday.     11. Stock Splits. The number and kind of securities purchasable upon the exercise ofthis Warrant and the Exercise Price shall be subject to adjustment from time to time upon thehappening of any of the following. In case the Company shall (i) pay a dividend in shares of
5

 
Common Stock or make a distribution in shares of Common Stock to holders of its outstandingCommon Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number ofshares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares ofCommon Stock, or (iv) issue any shares of its capital stock in a reclassification of the CommonStock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediatelyprior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and numberof Warrant Shares or other securities of the Company which it would have owned or have beenentitled to receive had such Warrant been exercised in advance thereof Upon each such adjustment ofthe kind and number of Warrant Shares or other securities of the Company which are purchasablehereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares orother securities resulting from such adjustment at an Exercise Price per Warrant Share or othersecurity obtained by multiplying the Exercise Price in effect immediately prior to such adjustmentby the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustmentand dividing by the number of Warrant Shares or other securities of the Company resulting from suchadjustment. An adjustment made pursuant to this paragraph shall become effective immediately afterthe effective date of such event retroactive to the record date, if any, for such event.     12. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.In case the Company shall reorganize its capital, reclassify its capital stock, consolidate ormerge with or into another corporation (where the Company is not the surviving corporation or wherethere is a change in or distribution with respect to the Common Stock of the Company), or sell,transfer or otherwise dispose of its property, assets or business to another corporation and,pursuant to the terms of such reorganization, reclassification, merger, consolidation ordisposition of assets, shares of common stock of the successor or acquiring corporation, or anycash, shares of stock or other securities or property of any nature whatsoever (including warrantsor other subscription or purchase rights) in addition to or in lieu of common stock of thesuccessor or acquiring corporation (“Other Property”), are to be received by or distributedto the holders of Common Stock of the Company, then the Holder shall have the right thereafter toreceive, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares ofCommon Stock of the successor or acquiring corporation or of the Company, if it is the survivingcorporation, and Other Property receivable upon or as a result of such reorganization,reclassification, merger, consolidation or disposition of assets by a Holder of the number ofshares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b)cash equal to the value of this Warrant as determined in accordance with the Black Scholes optionpricing formula. In case of any such reorganization, reclassification, merger, consolidation ordisposition of assets, the successor or acquiring corporation (if other than the Company) shallexpressly assume the due and punctual observance and performance of each and every covenant andcondition of this Warrant to be performed and observed by the Company and all the obligations andliabilities hereunder, subject to such modifications as may be deemed appropriate (as determined ingood faith by resolution of the Board of Directors of the Company) in order to provide foradjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearlyequivalent as practicable to the adjustments provided for in this Section 12. For purposes of thisSection 12, “common stock of the successor or acquiring corporation” shall include stock of suchcorporation of any class which is not preferred as to dividends or assets over any other class ofstock of such corporation and which is not subject to redemption and shall also include anyevidences of indebtedness, shares of stock or other securities which
6

 
are convertible into or exchangeable for any such stock, either immediately or upon thearrival of a specified date or the happening of a specified event and any warrants or other rightsto subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shallsimilarly apply to successive reorganizations, reclassifications, mergers, consolidations ordisposition of assets.     13. Voluntary Adjustment by the Company. The Company may at any time during the termof this Warrant reduce the then current Exercise Price to any amount and for any period of timedeemed appropriate by the Board of Directors of the Company.     14. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind ofsecurities or other property purchasable upon the exercise of this Warrant or the Exercise Price isadjusted, as herein provided, the Company shall give notice thereof to the Holder, which noticeshall state the number of Warrant Shares (and other securities or property) purchasable upon theexercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities orproperty) after such adjustment, setting forth a brief statement of the facts requiring suchadjustment and setting forth the computation by which such adjustment was made.     15. Authorized Shares. The Company covenants that during the period the Warrant isoutstanding, it will reserve from its authorized and unissued Common Stock a sufficient number ofshares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rightsunder this Warrant. The Company further covenants that its issuance of this Warrant shallconstitute full authority to its officers who are charged with the duty of executing stockcertificates to execute and issue the necessary certificates for the Warrant Shares upon theexercise of the purchase rights under this Warrant. The Company will take all such reasonableaction as may be necessary to assure that such Warrant Shares may be issued as provided hereinwithout violation of any applicable law or regulation, or of any requirements of the Trading Marketupon which the Common Stock may be listed.     16. Miscellaneous.          (a) Jurisdiction. All questions concerning the construction, validity, enforcementand interpretation of this Warrant shall be determined in accordance with the provisions of theSubscription Agreement between the Holder and the Company..          (b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon theexercise of this Warrant, if not registered, will have restrictions upon resale imposed by stateand federal securities laws.          (c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exerciseany right hereunder on the part of Holder shall operate as a waiver of such right or otherwiseprejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate onthe Termination Date. If the Company willfully and knowingly fails to comply with any provision ofthis Warrant, which results in any material damages to the Holder, the Company shall pay to Holdersuch amounts as shall be sufficient to cover any costs and expenses including, but not limited to,reasonable attorneys’ fees, including those of appellate proceedings,
7

 
incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing anyof its rights, powers or remedies hereunder.          (d) Notices. Any notice, request or other document required or permitted to be givenor delivered to the Holder by the Company shall be delivered in accordance with the noticeprovisions of the Registration Rights Agreement.          (e) Limitation of Liability. No provision hereof, in the absence of any affirmativeaction by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein ofthe rights or privileges of Holder, shall give rise to any liability of Holder for the purchaseprice of any Common Stock or as a stockholder of the Company, whether such liability is asserted bythe Company or by creditors of the Company.          (f) Remedies. The Holder, in addition to being entitled to exercise all rightsgranted by law, including recovery of damages, will be entitled to specific performance of itsrights under this Warrant. The Company agrees that monetary damages would not be adequatecompensation for any loss incurred by reason of a breach by it of the provisions of this Warrantand hereby agrees to waive the defense in any action for specific performance that a remedy at lawwould be adequate.          (g) Successors and Assigns. Subject to applicable securities laws, this Warrant andthe rights and obligations evidenced hereby shall inure to the benefit of and be binding upon thesuccessors of the Company and the successors and permitted assigns of Holder. The provisions ofthis Warrant are intended to be for the benefit of all Holders from time to time of this Warrantand shall be enforceable by any such Holder or holder of Warrant Shares.          (h) Amendment. This Warrant may be modified or amended or the provisions hereofwaived with the written consent of the Company and the Holder.          (i) Severability. Wherever possible, each provision of this Warrant shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Warrant shall be prohibited by or invalid under applicable law, such provision shall beineffective to the extent of such prohibition or invalidity, without invalidating the remainder ofsuch provisions or the remaining provisions of this Warrant.          (j) Headings. The headings used in this Warrant are for the convenience of referenceonly and shall not, for any purpose, be deemed a part of this Warrant.*****************
8

 
     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officerthereunto duly authorized.       Dated:                                          , 2006 **NOVINT TECHNOLOGIES, INC.**           By:               Tom Anderson      Chief Executive Officer  
9

 
**NOTICE OF EXERCISE**To: Novint Technologies, Inc.     (1) The undersigned hereby elects to purchase                      Warrant Shares of Novint Technologies,Inc. pursuant to the terms of the attached Warrant (only if exercised in full), and tendersherewith payment of the exercise price in full, together with all applicable transfer taxes, ifany.     (2) Payment shall take the form of lawful money of the United States.     (3) Please issue a certificate or certificates representing said Warrant Shares in the name ofthe undersigned or in such other name as is specified below: The Warrant Shares shall be delivered to the following:                              (4) Accredited Investor. The undersigned is an “accredited investor” as defined in RegulationD promulgated under the Securities Act of 1933, as amended.     Dated:                                          , 2005 **NOVINT TECHNOLOGIES, INC.**       By:           Name:    Title:       Dated:       
 

 
**ASSIGNMENT FORM**(To assign the foregoing warrant, execute