VOID  AFTER 5:00 P.M., NEW YORK, NEW YORK LOCAL TIME ON  NOVEMBER
14, 2015

THIS  WARRANT  AND  THE  SHARES OF  COMMON  STOCK  ISSUABLE  UPON
EXERCISE   HEREOF  (COLLECTIVELY  THE  "SECURITIES")  HAVE   BEEN
ACQUIRED  FOR INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED  UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY  STATE
SECURITIES  LAW,  AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED,  OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  UNDER  THE  ACT OR AN OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY  TO  DIASENSE  INC.  THAT  AN  EXEMPTION  FROM  SUCH
REGISTRATION IS AVAILABLE.

THESE  SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY
AND  RESALE  AND  MAY  NOT BE TRANSFERRED  OR  RESOLD  EXCEPT  AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND  THE
APPLICABLE  STATE  SECURITIES LAWS, PURSUANT TO  REGISTRATION  OR
EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED  TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT  FOR  AN
INDEFINITE PERIOD OF TIME.

                         DIASENSE INC.

           COMMON STOCK PURCHASE WARRANT CERTIFICATE
               TO PURCHASE SHARES OF COMMON STOCK

Certificate  No.  XW-004
November 14, 2005

     This  Warrant Certificate certifies that Stuart A. Fine,  MD
an  individual  residing at 55 East Erie, Apt. 3305,  Chicago  IL
60611 is the registered Holder (the "Holder") of one hundred  and
fifty  thousand  (150,000) Common Stock  Purchase  Warrants  (the
"Warrants")  to  purchase shares of the common  stock,  $.10  par
value  (the  "Common  Stock") of DIASENSE  INC.,  a  Pennsylvania
corporation (the "Company").  These Warrants are being issued  in
connection  with  a  certain  consulting  agreement  between  the
Company  and  the  Holder  dated as of  November  14,  2005  (the
"Consulting Agreement").

     This  Warrant Certificate is subject to the following  terms
and conditions:

     1.   EXERCISE OF WARRANT.

          (A)   Each Warrant enables the Holder, subject  to  the
provisions  of  this  Warrant Certificate to  purchase  from  the
Company at any time and from time to time commencing on the  date
hereof  (the "Initial Exercise Date") through and including  5:00
p.m.,  New  York local time on November 14, 2015 (the "Expiration
Date")  one  (1)  fully paid and non-assessable share  of  Common
Stock  ("Shares")  upon due presentation and  surrender  of  this
Warrant Certificate accompanied by payment of the purchase  price
of $0.10 per Share (the "Exercise Price"), in accordance with the
vesting  provisions set forth in subsection (B) hereof.   Payment
of the Exercise Price shall be made in lawful money of the United
States  of  America by certified check payable to the Company  at
its  principal  office  at 2275 Swallow Hill  Road,  Bldg.  2500;
Pittsburgh,  PA  15220.   As hereinafter provided,  the  Exercise
Price  and number of Shares purchasable upon the exercise of  the
Warrants  are  subject  to modification or  adjustment  upon  the
happening of certain events.

          (B)   This  Warrant Certificate is exercisable  by  the
Holder in person or by attorney duly authorized in writing at the
principal office of the Company in the following amounts:

               1)  35,000 Warrants are exercisable at any time on
               or  after the Initial Exercise Date and until  the
               Expiration Date;

               2) 35,000 Warrants are exercisable at such time as
               a  working  prototype of the non-invasive  glucose
               sensor is complete and functional.

               3) 80,000 Warrants are exercisable at such time as
               the  Diasensorr  non-invasive  glucose  sensor  is
               approved by the U.S. Food and Drug Administration.

     Notwithstanding the above, all Warrants represented by this
Warrant Certificate shall become exercisable at such time of (a)
a change of control of the Company after the date hereof or (b)
the sale or license of the non-invasive glucose sensor
intellectual property.


     2.   EXCHANGE, FRACTIONAL SHARES, TRANSFER.

          (A)   Upon  surrender  to  the  Company,  this  Warrant
Certificate  may be exchanged for another Warrant Certificate  or
Warrant  Certificates  evidencing  a  like  aggregate  number  of
Warrants.   If  this Warrant Certificate shall  be  exercised  in
part,  the  Holder  shall be entitled to receive  upon  surrender
hereof   another  Warrant  Certificate  or  Warrant  Certificates
evidencing the number of Warrants not exercised;

          (B)   Anything  herein to the contrary notwithstanding,
in  no  event  shall the Company be obligated  to  issue  Warrant
Certificates evidencing other than a whole number of Warrants  or
issue certificates evidencing other than a whole number of Shares
upon the exercise of this Warrant Certificate; provided, however,
that the Company shall pay with respect to any such fraction of a
Share  an amount of cash based upon the current Market Price  (or
book  value,  if  there  shall be no  Market  Price)  for  Shares
purchasable  upon  exercise hereof, as determined  in  accordance
with  the  following sentence.  Market Price for the  purpose  of
this  Section  2(B) shall mean (i) the closing  sale  price,  for
sixty  (60)  consecutive business days of  the  Common  Stock  as
reported by the National Association of Securities Dealers,  Inc.
Automated Quotation System or (ii) the last reported sale  price,
for  sixty (60) consecutive business days on the primary exchange
on  which  the  Common Stock is traded, if the  Common  Stock  is
traded on a national securities exchange;

          (C)  the Company may deem and treat the person in whose
name  this Warrant Certificate is registered as the absolute true
and lawful owner hereof for all purposes whatsoever; and

          (D)   This  Warrant  Certificate  is  not  transferable
except in accordance with Section 9 hereof.

     3.    RIGHTS OF A HOLDER.  No Holder shall be deemed  to  be
the Holder of Common Stock or any other securities of the Company
that  may at any time be issuable on the exercise hereof for  any
purpose  nor  shall  anything contained herein  be  construed  to
confer upon the Holder any of the rights of a shareholder of  the
Company  or  any right to vote for the election of  directors  or
upon  any matter submitted to shareholders at any meeting thereof
or  to  give or withhold consent to any corporate action (whether
upon  any reorganization, issuance of stock, reclassification  or
conversion of stock, change of par value, consolidation,  merger,
conveyance, or otherwise) or to receive notice of meetings or  to
receive  dividends  or subscription rights or otherwise  until  a
Warrant   shall  have  been  exercised  and  the   Common   Stock
purchasable upon the exercise thereof shall have become issuable.

     4.   REGISTRATION.  The Company shall maintain books for the
registration  of Warrants.  The Company shall issue and  register
the Warrants in the name(s) of the Holder(s).  The Warrants shall
be  signed  manually  by the Chairman, Chief  Executive  Officer,
President  or  any  Vice President on the one hand,  and  another
officer  of  the  Company on the other  hand.   Warrants  may  be
exchanged  at the option of the Holder, when surrendered  at  the
office of the Company, for another Warrant, or other Warrants  of
different  denominations, of like tenor and representing  in  the
aggregate the right to purchase a like number of Shares.  Subject
to the terms of this Warrant Certificate, upon such surrender and
payment  of  the  Exercise Price at any time  after  the  Initial
Exercise  Date,  the  Company shall issue and  deliver  with  all
reasonable dispatch to or upon the written order of the Holder of
such  Warrants  and  in such name or names  as  such  Holder  may
designate, a certificate or certificates for the number  of  full
Shares  so  purchased upon the exercise of such  Warrants.   Such
certificate  or certificates shall be deemed to have been  issued
and  any person so designated to be named therein shall be deemed
to have become the Holder of record of such Shares as of the date
of  the  surrender of such Warrants and payment of  the  Exercise
Price;  provided, however, that if, at the date of surrender  and
payment, the transfer books of the Common Stock shall be  closed,
the  certificates for the Shares shall be issuable as of the date
on  which  such  books shall be opened and until  such  date  the
Company  shall  be under no duty to deliver any  certificate  for
such  Shares;  provided,  further, however,  that  such  transfer
books, unless otherwise required by law or by applicable rule  of
any  national securities exchange, shall not be closed at any one
time for a period longer than 20 days.

     5.    STAMP TAX.  The Company will pay any documentary stamp
taxes attributable to the initial issuance of the Shares issuable
upon  the  exercise of the Warrants; provided, however, that  the
Company  shall not be required to pay any tax or taxes which  may
be payable in respect of any transfer involved in the issuance or
delivery of any certificates for Shares in a name other than that
of  the Holder in respect of which such Shares are issued, and in
such  case the Company shall not be required to issue or  deliver
any  certificate  for  Shares or any  Warrant  until  the  person
requesting  the same has paid to the Company the amount  of  such
tax  or  has established to the Company's satisfaction that  such
tax has been paid.

     6.    LOST, STOLEN OR MUTILATED CERTIFICATES.  In case  this
Warrant   Certificate  shall  be  mutilated,  lost,   stolen   or
destroyed, the Company may, in its discretion, issue and  deliver
in  exchange  and substitution for and upon cancellation  of  the
mutilated Warrant Certificate, or in lieu of and substitution for
the  lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate  of  like tenor representing an equivalent  right  or
interest, but only upon receipt of evidence satisfactory  to  the
Company  of such loss, theft or destruction and an indemnity,  if
requested, also satisfactory to it.

     7.    RESERVED SHARES.  The Company warrants that there have
been reserved, and covenants that at all times in the future,  it
shall  keep  reserved, out of the authorized and unissued  Common
Stock,  such  number  of Shares sufficient  to  provide  for  the
exercise  of  the rights of purchase represented by this  Warrant
Certificate.   The Company agrees that all Shares  issuable  upon
exercise of the Warrants shall be, at the time of delivery of the
certificates  for  such Shares, validly issued  and  outstanding,
fully  paid  and  non-assessable and that the  issuance  of  such
Shares  will  not  give rise to preemptive  rights  in  favor  of
existing stockholders.

     8.   DIVIDENDS RECLASSIFICATIONS, ETC.

          (A)   Dividends; Reclassifications, etc.  In the  event
that the Company shall, at any time prior to the exercise of this
Warrant:  (i) declare or pay to the holders of the Common Stock a
dividend  payable in any kind of shares of stock of the  Company;
or (ii) change or divide or otherwise reclassify its Common Stock
into the same or a different number of shares with or without par
value,  or  in shares of any class or classes; or (iii)  transfer
its  property as an entirety or substantially as an  entirety  to
any  other company; (iv) merge with or consolidate with  or  into
any other corporation or entity; or (v) make any distribution  of
its  assets  to  holders of its Common Stock as a liquidation  or
partial  liquidation  dividend or by way of  return  of  capital;
then,  upon  the subsequent exercise of this Warrant, the  Holder
shall  receive, in addition to or in substitution for the  shares
of Common Stock to which it would otherwise be entitled upon such
exercise,  such  additional shares  of  stock  or  scrip  of  the
Company, or such reclassified shares of stock of the Company,  or
such  shares  of  the  securities  or  property  of  the  Company
resulting  from  such transfer, or such assets  of  the  Company,
which  it  would have been entitled to receive had  it  exercised
this  Warrant  prior  to the happening of any  of  the  foregoing
events.

          (B)   Notice of Certain Transactions.  If, at any  time
while  this  Warrant is outstanding, the Company  shall  pay  any
dividend payable in cash or in Common Stock, shall offer  to  the
holders of its Common Stock for subscription or purchase by  them
any  shares of stock of any class or any other rights,  or  shall
enter  into  an  agreement to merge or consolidate  with  another
corporation, the Company shall cause notice thereof to be  mailed
to the registered holder of this Warrant at its address appearing
on  the registration books of the Company, at least 10 days prior
to  the  record  date as of which holders of Common  Stock  shall
participate  in  such dividend, distribution or  subscription  or
other  rights or at least 10 days prior to the effective date  of
the  merger or consolidation.  Failure to give notice as required
by  this  Section, or any defect therein, shall  not  affect  the
legality   or   validity   of  any  dividend,   distribution   or
subscription or other right.

          (C)  Carry Forwards.  Anything in this Section 8 to the
contrary  notwithstanding, no adjustment in  the  Exercise  Price
shall  be  required  unless  such  adjustment  would  require  an
increase  or  decrease  of at least 10% in such  Exercise  Price;
provided, however, that any adjustments which by reason  of  this
Subsection  (C)  are  not required to be made  shall  be  carried
forward  and taken into account in making subsequent adjustments.
All  calculations  under this Section 8  shall  be  made  to  the
nearest cent or to the nearest tenth of a share, as the case  may
be.

          (D)  Notice of Adjustments.  Upon any adjustment of the
Exercise  Price,  then and in each such case  the  Company  shall
promptly  deliver  a  notice  to the registered  Holder  of  this
Warrant,  which  notice shall state the Exercise Price  resulting
from such adjustment and the increase or decrease, if any, in the
number  of  Shares  purchasable at such price upon  the  exercise
hereof,  setting  forth  in  reasonable  detail  the  method   of
calculation and the facts upon which such calculation is based.

     9.   TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

          (A)   The Holder of this Warrant Certificate, and  each
transferee of any Shares, by his acceptance thereof, agrees  that
(a) no public distribution of Shares will be made in violation of
the  Act,  and  (b)  during such period  as  the  delivery  of  a
prospectus with respect to Shares may be required by the Act,  no
public  distribution of Shares will be made in  a  manner  or  on
terms different from those set forth in, or without delivery  of,
a  prospectus then meeting the requirements of Section 10 of  the
Act and in compliance with applicable state securities laws.  The
Holder  of  this  Warrant Certificate and each transferee  hereof
further agrees that if any distribution of any of the Warrants or
Shares  is proposed to be made by them otherwise than by delivery
of  a  prospectus meeting the requirements of Section 10  of  the
Act,  such  action  shall be taken only after submission  to  the
Company of an opinion of counsel, reasonably satisfactory in form
and  substance to the Company's counsel, to the effect  that  the
proposed distribution will not be in violation of the Act  or  of
applicable  state law.  Furthermore, it shall be a  condition  to
the  transfer of the Warrants that any transferee thereof deliver
to  the  Company his written agreement to accept and be bound  by
all  of  the  terms  and  conditions contained  in  this  Warrant
Certificate.

          (B)   The Shares issued on exercise of this Warrant may
not be sold or otherwise disposed of except as follows:

               (1)   To  a person who, in the opinion of  counsel
for  the Holder reasonably acceptable to the Company, is a person
to  whom  Shares may legally be transferred without  registration
and  without the delivery of a current prospectus under  the  Act
with  respect  thereto  and  then  only  against  receipt  of  an
agreement  of such person to comply with the provisions  of  this
Section  10  with respect to any resale or other  disposition  of
such  securities, which agreement shall be satisfactory  in  form
and  substance to the Company and its counsel; provided that  the
foregoing shall not apply to any such Warrant, Shares as to which
such Holder shall have received an opinion letter from counsel to
the  Company  as  to the exemption thereof from the  registration
under the Act pursuant to Rule 144(k) under the Act; or

               (2)   To  any person upon delivery of a prospectus
then  meeting  the  requirements of  the  Act  relating  to  such
securities and the offering thereof for such sale or disposition.

          (C)   Each  certificate for Shares issued upon exercise
of   this   Warrant   shall  bear  a  legend  relating   to   the
non-registered status of such Shares under the Act, unless at the
time  of  exercise of this Warrant such Shares are subject  to  a
currently effective registration statement under the Act.

     10.  MISCELLANEOUS.

          (A)  Law to Govern.  This Warrant shall be governed  by
and  construed  in accordance with the substantive  laws  of  the
State of Pennsylvania, without giving effect to conflict of  laws
principles.

          (B)    Entire   Agreement.   This  Warrant  Certificate
constitutes  and expresses the entire understanding  between  the
parties  hereto  with respect to the subject matter  hereof,  and
supersedes   all   prior  and  contemporaneous   agreements   and
understandings,  inducements  or conditions  whether  express  or
implied,  oral or written.  Neither this Warrant Certificate  nor
any portion or provision hereof may be changed, waived or amended
orally  or  in any manner other than by an agreement  in  writing
signed by the Holder and the Company.

          (C)   Notices.   Except as otherwise provided  in  this
Warrant  Certificate, all notices, requests,  demands  and  other
communications   required  or  permitted   under   this   Warrant
Certificate or by law shall be in writing and shall be deemed  to
have  been  duly  given, made and received  only  when  delivered
against  receipt  or when deposited in the United  States  mails,
certified  or registered mail, return receipt requested,  postage
prepaid, addressed as follows:

If to the Company : DIASENSE INC.
               2275 Swallow Hill Road, Bldg. 2500
               Pittsburgh, PA 15220
               Attn:  Chief Executive Officer

With a copy to:     Gerard S. DiFiore, Esq.
               Reed Smith LLP
               599 Lexington Ave, 29th Floor
               New York, NY  10022

If to Holder:       to the address set forth on Page 1.

          (D)   SEVERABILITY.  If any provision of  this  Warrant
Certificate  is  prohibited  by or is unlawful  or  unenforceable
under  any  applicable  law of any jurisdiction,  such  provision
shall, as to such jurisdiction be in effect to the extent of such
prohibition without invalidating the remaining provisions hereof;
provided,  however, that any such prohibition in any jurisdiction
shall  not  invalidate such provision in any other  jurisdiction;
and  provided,  further  that where the provisions  of  any  such
applicable law may be waived, that they hereby are waived by  the
Company and the Holder to the full extent permitted by law and to
the extent that this Warrant Certificate shall be deemed to be  a
valid and binding agreement in accordance with its terms.


     IN  WITNESS WHEREOF, DIASENSE INC., has caused this  Warrant
to  be signed by its duly authorized officers under its corporate
seal as of this 14th day of November 2005.


                              DIASENSE INC.



                              By:       \s\ Keith R. Keeling

                              Name:     Keith R. Keeling

                              Title:    Chief Executive Officer




[Corporate Seal]


ATTEST:


By:  \s\ Steven L. McDonald

Name:     Steven McDonald

Title:    Secretary

                          PURCHASE FORM



To:       DIASENSE INC.
     2275 Swallow Hill Road, Bldg. 2500
     Pittsburgh, PA 15220

     Date:_________________________



      The  undersigned hereby irrevocably elects to exercise  the
attached  Warrant Certificate, Certificate No. XW- 004 ,  to  the
extent  of                     Shares of Common Stock,  $.10  par
value per share of DIASENSE INC., and hereby makes payment  of  $
in payment of the aggregate exercise price thereof.


           INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name:
          (Please typewrite or print in block letters)


Address:





Social Security Number or Tax I.D. Number of Holder


Dated:


IMPORTANT-READ CAREFULLY      Sign Here______________________

The signature(s) to this
Purchase Form must
correspond with the name(s)
as written upon the face of
the Warrant Certificate(s)
in every particular without             _____________________
alteration or enlargement               (PERSON(S) EXECUTING THIS
or any change whatever.                   POWER SIGN(S) HERE)
Signature guarantee should
be made by a member or member
organization of the New York
Stock Exchange,                           SIGNATURE GUARANTEED
members of other Exchanges
having signatures on file with
the Company's transfer agent or by a
commercial bank or  trust company having its
principal office or correspondent in  the City
of New York belonging to the Medallian Stamp Program.