EXHIBIT 10.15

[FORM OF WARRANTS]

NUMBER : J2-__                                                                                                                                                                       WARRANTS

Warrant to Purchase _____ Shares

MEDIASCIENCES INTERNATIONAL, INC.

Common Stock Purchase Warrant

EXERCISABLE ON OR BEFORE 11:59 P.M. EASTERN TIME ON JUNE ___, 2007

**THIS CERTIFIES THAT, FORVALUE RECEIVED,**_____________________, the registered holder or assigns (the“Holder”), is entitled to purchase from MEDIA SCIENCES INTERNATIONAL,INC., a Delaware corporation (the “Company”), at any time after 9:00A.M. Eastern Time on June ___, 2002, at the purchase price of $1.00 (the“Exercise Price”), the number of shares of Common Stock of the Companyset for above (the “Shares”). The number of Shares purchasable uponexercise of each Warrant evidenced hereby and the Exercise Price per share shallbe subject to adjustment from time to time pursuant to a change affectingwarrants and other securities issued by the Company, including by means ofrecapitalization; capital reorganization; or other change. The Warrants expireon June ____, 2007. Holders will not have any rights or privileges ofshareholders of the Company prior to exercise of the Warrants. These Warrantsare issued in connection with a subscription agreement for Units dated June_____, 2002. 

The Warrant evidencedhereby may be exercised in whole or in part by presentation of this WarrantCertificate with the Purchase Form on the reverse side hereof fully executed andsimultaneous payment of the Exercise Price (subject to adjustment) at theprincipal office of the Company. Payment of such price shall be made at theoption of the Holder in cash or by certified check or bank draft. Upon anypartial exercise of the Warrant evidenced hereby, there shall be countersignedand issued to the Holder a new Warrant Certificate in respect of the Shares asto which the Warrants evidenced hereby shall not have been exercised. ThisWarrant Certificate may be exchanged at the office of the Company by surrenderof this Warrant Certificate properly endorse with a signature guarantee eitherseparately or in combination with one or more other Warrants for one or more newWarrants to purchase the same aggregate number of Shares as evidenced by theWarrant or Warrants exchanged. No fractional Shares will be issued upon theexercise of rights to purchase hereunder, but the Company shall pay the cashvalue of any fraction upon the exercise of one or more Warrants. The Holderhereof may be treated by the Company and all other persons dealing with thisWarrant Certificate as the absolute owner hereof for all purposes and as theperson entitled to exercise the rights represented hereby, any notice to thecontrary notwithstanding, and until such transfer is on such books, the Companymay treat the Holder as the owner for all purposes. 

**IN WITNESS WHEREOF,**the Company has caused this Certificate to be signed by its duly authorizedofficers. 

Dated: June ___, 2002

MEDIA SCIENCES INTERNATIONAL, INC.

___________________________                                                                                      ___________________________Frances Blanco, Secretary                                                                                                        Michael W. Levin, President

**THE SECURITIESREPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISEHEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BEOFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OFEXCEPT PURSUANT TO: (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ANDANY APPLICABLE STATE LAWS; (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCHACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE, DISPOSITION OFSECURITIES); OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLYSATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATIONUNDER SUCH ACT AND APPLICABLE STATE LAW IS AVAILABLE.**

**THE SECURITIESREPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISEHEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BEOFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OFEXCEPT PURSUANT TO: (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ANDANY APPLICABLE STATE LAWS; (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCHACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE, DISPOSITION OFSECURITIES); OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLYSATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATIONUNDER SUCH ACT AND APPLICABLE STATE LAW IS AVAILABLE.**

ELECTION TOPURCHASE

The undersigned herebyirrevocably elects to exercise the right, represented by this WarrantCertificate, to purchase _________ shares of common stock of the Company, andhereby makes payment of $_________ (at the rate of $1.00 per share) in paymentof the Exercise Price pursuant hereto. Please issue the shares as to which thisWarrant is exercised in accordance with the instructions given below. 

Dated:_____________________________                                                                Address (print)___________________________

INSTRUCTIONSFOR REGISTRATION OF SHARES

The undersigned requeststhat a certificate for such securities be registered as follows: 

Name (print)_____________________________                                                Signature of Holder___________________________

ASSIGNMENT

FOR VALUE RECEIVED, theundersigned hereby sells, assigns and transfers unto _________________________,the right to purchase __________ shares of Common Stock of the Company,evidenced by the within Warrant, as to which such right is exercisable and doeshereby irrevocably constitute and appoint____________________________________attorney, to transfer the same on the books of the Company with full power ofsubstitution. 

Dated:_____________________________                                                Signature of Holder___________________________