Unassociated Document


     

    
       

      NEITHER
THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS
SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION
OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE
REASONABLY ACCEPTABLE TO THE COMPANY.

      .

       

      AMERICAN
SCIENTIFC RESOURCES, INCORPORATED

       

      COMMON
STOCK WARRANT

       

      
        
          	
                  No._____

                	
                  February
      16, 2010

                


        

         

      

      American
Scientific Resources, Incorporated, a Nevada  corporation (the “Company”),
hereby certifies that Granite Financial Group, LLC, its permissible transferees,
designees, successors and assigns (collectively, the “Holder”),
for value received, is entitled to purchase from the Company at any time and
from time to time commencing on the date first appearing above (the “Issuance
Date”), up to and through 12:01a.m. (EST) on the date three (3) years
from the Issuance Date (the “Termination
Date”) up to 5,000,000 shares (each, a “Share”
and collectively the “Shares”)
of the Company’s common stock, at an exercise price per Share equal to $.01 (the
“Exercise
Price”).  The number of Shares purchasable hereunder and the
Exercise Price are subject to adjustment as provided in Section 4
hereof.

       

      This
Warrant is being issued by the Company in a private placement pursuant to the
Stock Purchase Agreement by and between the Company and the Holder, dated the
date hereof as amended and/or supplemented.

       

      1.           Method of Exercise;
Payment.

       

      (a)           Cash
Exercise.  The purchase rights represented by this Warrant may
be exercised, for cash only, by the Holder, in whole or in part, at any time, or
from time to time, by the surrender of this Warrant (with the notice of exercise
form (the "Notice of
Exercise") attached hereto as Exhibit A duly
executed) at the principal office of the Company, and by payment to the Company
of an amount equal to the Exer­cise Price multiplied by the number of the
Shares being purchased, which amount may be paid, at the election of the Holder,
by wire transfer or certified check payable to the order of the Company. The
person or persons in whose name(s) any certificate(s) repre­senting Shares
shall be issuable upon exercise of this Warrant shall be deemed to have become
the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby (and such Shares shall be deemed to
have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised.

      


      
        
           

        

        
          -1-

          
            

          

        

        
           

        

         

      

       (b)           Stock
Certificates.  In the event of any exercise of the rights
represented by this Warrant, as promptly as practicable after this Warrant is
surrendered and delivered to the Company along with all other appropriate
documentation on or after the date of exercise and in any event within ten (10)
days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of Shares issuable upon such exercise.  In the event this
Warrant is exercised in part, the Company at its expense will execute and
deliver a new Warrant of like tenor exercisable for the number of Shares for
which this Warrant may then be exercised.

      


      (c)           Taxes.  The
issuance of the Shares upon the exercise of this Warrant, and the delivery of
certificates or other instruments representing such Shares, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance.

      


      (d)           Call
Provision.  At any time at which the Closing Price of the
Company's Common Stock is at or exceeds $.01 for any ten  Trading Days
during any twenty  consecutive Trading Days, as adjusted for stock
splits, combinations, recapitalizations and the like, the Company may elect to
call this Warrant; provided however, the Company may not call this Warrant
unless a registration statement is effective and the Common Stock is listed or
quoted on an Eligible Market ("Eligible
Market" means the OTC Bulletin Board, the Pink Sheets, the NYSE Amex, The
New York Stock Exchange, Inc., The NASDAQ Global Select Market, The NASDAQ
Global Market or The NASDAQ Capital Market); provided further, however, that in
no event shall the number of shares of Common Stock that may be acquired by the
Holder upon exercise pursuant to the terms of this Section 1(d) at any time
shall exceed a number that, when added to the total number of shares of Common
Stock deemed beneficially owned by the Holder (other than by virtue of the
ownership of securities or rights to acquire securities that have limitations on
the Holder’s right to convert, exercise or purchase similar to the limitation
set forth herein (the “Excluded
Shares”), together with all shares of Common Stock deemed beneficially
owned at such time (other than by virtue of the ownership of the Excluded
Shares) by persons whose beneficial ownership of Common Stock would be
aggregated with the beneficial ownership by the Holder for purposes of
determining whether a group exists or for purposes of determining the Holder’s
beneficial ownership, in either such case for purposes of Section 13(d) of the
1934 Act and Regulation 13D-G thereunder (including, without limitation, as the
same is made applicable to Section 16 of the 1934 Act and the rules promulgated
thereunder), would result in beneficial ownership by the Holder or such group of
more than 4.9% of the shares of Common Stock for purposes of Section 13(d) or
Section 16 of the 1934 Act and the rules promulgated thereunder.  The
Warrant shall remain outstanding with respect to Warrant Shares that may not be
issued to the Holder pursuant to the foregoing. In order for the Company to
exercise its call right hereunder, (i) it must exercise the right by providing
written notice (the “Call
Notice”) to the Holder within 3 Trading Days after the 10th Trading
Day in which the Market Price of the Company’s Common Stock is at or exceeded
$.01, (ii) such notice must indicate the date (the “Call
Date”) on which the Warrant shall be exercised, which date may not be
sooner than 3 Trading Days, nor later than 5 Trading Days, after delivery of the
Call Notice, and (iii) the closing price of the Common Stock on an Eligible
Market on the Trading Day immediately preceding the Call Date must be equal to
or exceed $.01. “Closing Price” means
on any particular date (a) the last reported closing bid price per share of
Common Stock on such date on the Trading Market (as reported by Bloomberg L.P.
at 4:15 p.m. (New York City time)), or (b) if there is no such price on such
date, then the closing bid price on the Trading Market on the date nearest
preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City
time)), or (c) if the shares of Common Stock are not then publicly traded
the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Purchasers of a majority in interest of
the Shares then outstanding and reasonably acceptable

      


      
        
           

        

        
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      2.           Warrant.

       

      
        	
                (a)

              	
                Exchange, Transfer and
      Replacement.  At any time prior to the exercise hereof,
      this Warrant may be exchanged upon presentation and surrender to the
      Company, alone or with other warrants of like tenor of different
      denominations registered in the name of the same Holder, for another
      warrant or warrants of like tenor in the name of such Holder exercisable
      for the aggregate number of Shares as the warrant or warrants
      surrendered.

              


      

       

      
        	
                (b)

              	
                Replacement of
      Warrant.  Upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft, destruction, or mutilation
      of this Warrant and, in the case of any such loss, theft, or destruction,
      upon delivery of an indemnity agreement reasonably satisfactory in form
      and amount to the Company, or, in the case of any such mutilation, upon
      surrender and cancellation of this Warrant, the Company, at its expense,
      will execute and deliver in lieu thereof, a new Warrant of like
      tenor.

              


      

       

      (c)    Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any transfer, exchange or replacement as provided in this Section 2, this
Warrant shall be promptly canceled by the Company.  The Holder shall
pay all taxes and all other expenses (including legal expenses, if any, incurred
by the Holder or transferees) and charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section
2.

       

      
        
           

        

        
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      (d)   Warrant
Register.  The Company shall maintain, at its principal
executive offices (or at the offices of the transfer agent for the Warrant or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant (the “Warrant
Register”), in which the Company shall record the name and address of the
person in whose name this Warrant has been issued, as well as the name and
address of each transferee and each prior owner of this Warrant.

       

      3.           Rights and Obligations of
Holders of this Warrant.  The Holder of this Warrant shall not,
by virtue hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity; provided, however, that in the
event any certificate representing shares of Common Stock or other securities is
issued to the holder hereof upon exercise of this Warrant, such holder shall,
for all purposes, be deemed to have become the holder of record of such Common
Stock on the date on which this Warrant, together with a duly executed Notice of
Exercise, was surrendered and payment of the aggregate Exercise Price was made,
irrespective of the date of delivery of such Common Stock
certificate.

       

      4.           Adjustments.

       

      (a)           Stock Dividends,
Reclassifications, Recapitalizations, Etc.  While this Warrant
is outstanding, in the event the Company:  (i) pays a dividend in
Common Stock or makes a distribution in Common Stock, (ii) subdivides its
outstanding Common Stock into a greater number of shares, (iii) combines
its outstanding Common Stock into a smaller number of shares or
(iv) increases or decreases the number of shares of Common Stock
outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then (1) the Exercise Price on the
record date of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and
(2) the number of shares of Common Stock for which this Warrant may be
exercised immediately before such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise Price immediately
after such event.

       

                (b)     Subsequent Equity
Sales. If the Company or any Subsidiary thereof, as applicable, at any
time while this Warrant is outstanding, shall sell or grant any option to
purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock or Common Stock Equivalents entitling any Person
to acquire shares of Common Stock, at an effective price per share less than the
then Exercise Price (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”)
(if the holder of the Common Stock or Common Stock Equivalents so issued shall
at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or
due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective
price per share which is less than the Exercise Price, such issuance shall be
deemed to have occurred for less than the Exercise Price on such date of the
Dilutive Issuance), then, the Exercise Price shall be reduced and only reduced
to equal the Base Share Price and the number of Warrant Shares issuable
hereunder shall be increased such that the aggregate Exercise Price payable
hereunder, after taking into account the decrease in the Exercise Price, shall
be equal to the aggregate Exercise Price prior to such
adjustment.  Such adjustment shall be made whenever such Common Stock
or Common Stock Equivalents are issued.  Notwithstanding the
foregoing, no adjustments shall be made, paid or issued under this in respect of
an Exempt Issuance.  The Company shall notify the Holder, in writing,
no later than the Trading Day following the issuance of any Common Stock or
Common Stock Equivalents subject to this Section, of such issuance, indicating
in such notice the applicable issuance price, or applicable reset price,
exchange price, conversion price and other pricing terms (such notice, the
“Dilutive Issuance
Notice”).  For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon
the occurrence of any Dilutive Issuance, after the date of such Dilutive
Issuance the Holder is entitled to receive a number of Warrant Shares based upon
the Base Share Price regardless of whether the Holder accurately refers to the
Base Share Price in the Notice of Exercise. “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees,
officers, directors or consultants of the Company pursuant to any stock or
option plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of
non-employee directors established for such purpose, (b) securities upon the
exercise or exchange of or conversion of the Debentures or Warrants issued
pursuant to the Stock Purchase Agreement between the Company
and  Granite Financial Group LLC dated February __, 2010 and/or other
securities exercisable or exchangeable for or convertible into shares of Common
Stock issued and outstanding on the date hereof, provided that such securities
have not been amended since the date hereof to increase the number of such
securities or to decrease the exercise, exchange or conversion price of such
securities, and (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the
Company, provided that any such issuance shall only be to a Person which is,
itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in
securities.

       

      
        
           

        

        
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       (c)           Combination:
Liquidation.  While this Warrant is outstanding, (i) In
the event of a Combination (as defined below), each Holder shall have the right
to receive upon exercise of the Warrant the kind and amount of shares of capital
stock or other securities or property which such Holder would have been entitled
to receive upon or as a result of such Combination had such Warrant been
exercised immediately prior to such event (subject to further adjustment in
accordance with the terms hereof).  Unless paragraph (ii) is
applicable to a Combination, the Company shall provide that the surviving or
acquiring Person (as defined below) (the “Successor
Company”) in such Combination will assume by written instrument the
obligations under this Section 4 and
the obligations to deliver to the Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the Holder may be
entitled to acquire. “Combination”
means an event in which the Company consolidates with, mergers with or into, or
sells all or substantially all of its assets to another Person, where “Person”
means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity;
(ii) In the event of (x) a Combination where consideration to the holders of
Common Stock in exchange for their shares is payable solely in cash or (y) the
dissolution, liquidation or winding-up of the Company, the Holders shall be
entitled to receive, upon surrender of their Warrant, distributions on an equal
basis with the holders of Common Stock or other securities issuable upon
exercise of the Warrant, as if the Warrant had been exercised immediately prior
to such event, less the Exercise Price.  In case of any Combination
described in this Section 4, the
surviving or acquiring Person and, in the event of any dissolution, liquidation
or winding-up of the Company, the Company, shall deposit promptly with an agent
or trustee for the benefit of the Holders of the funds, if any, necessary to pay
to the Holders the amounts to which they are entitled as described
above.  After such funds and the surrendered Warrant are received, the
Company is required to deliver a check in such amount as is appropriate (or, in
the case or consideration other than cash, such other consideration as is
appropriate) to such Person or Persons as it may be directed in writing by the
Holders surrendering such Warrant.

       

      
        
           

        

        
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       (d)
Notice of
Adjustment.  Whenever the Exercise Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of the
Warrant is adjusted, as provided in this Section 4, the
Company shall deliver to the holders of the Warrant in accordance with Section 10 a
certificate of the Company’s Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated (including a description of the basis on which
(i) the Board of Directors determined the fair value of any evidences of
indebtedness, other securities or property or warrants, options or other
subscription or purchase rights and (ii) the Current Market Value (as defined
below) of the Common Stock was determined, if either of such determinations were
required), and specifying the Exercise Price and number of shares of Common
Stock issuable upon exercise of the Warrant after giving effect to such
adjustment.

       

      (e)  Notice of Certain
Transactions.  While this Warrant is outstanding, in the event
that the Company shall propose (a) to pay any dividend payable in
securities of any class to the holders of its Common Stock or to make any other
non-cash dividend or distribution to the holders of its Common Stock,
(b) to offer the holders of its Common Stock rights to subscribe for or to
purchase any securities convertible into shares of Common Stock or shares of
stock of any class or any other securities, rights or options, (c) to
effect any capital reorganization, reclassification, consolidation or merger
affecting the class of Common Stock, as a whole, or (d) to effect the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
the Company shall, within the time limits specified below, send to each Holder a
notice of such proposed action or offer.  Such notice shall be mailed
to the Holders at their addresses as they appear in the Warrant Register, which
shall specify the record date for the purposes of such dividend, distribution or
rights, or the date such issuance or event is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be
fixed, and shall briefly indicate the effect of such action on the Common Stock
and on the number and kind of any other shares of stock and on other property,
if any, and the number of shares of Common Stock and other property, if any,
issuable upon exercise of each Warrant and the Exercise Price after giving
effect to any adjustment pursuant to Section 4 which
will be required as a result of such action.  Such notice shall be
given as promptly as possible and (x) in the case of any action covered by
clause (a) or (b) above, at least ten (10) days prior to the record date for
determining holders of the Common Stock for purposes of such action or (y) in
the case of any other such action, at least twenty (20) days prior to the date
of the taking of such proposed action or the date of participation therein by
the holders of Common Stock, whichever shall be the earlier.

       

      
        
           

        

        
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      (f)  Current Market
Value.  The “Current
Market Value” per share of Common Stock or any other security at any date
means (i) if the security is not registered under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”) and/or traded on a national securities exchange, quotation system
or bulletin board, (a) the value of the security, determined in good faith by
the Board of Directors of the Company and certified in a board resolution, based
on the most recently completed arm’s-length transaction between the Company and
a Person other than an affiliate of the Company or between any two such Persons
and the closing of which occurs on such date or shall have occurred within the
six-month period preceding such date, or (b) if no such transaction shall have
occurred within the six-month period, the value of the security as determined by
an independent financial expert or an agreed upon financial valuation model or
(ii) if the security is registered under the Exchange Act and/or traded on a
national securities exchange, quotation system or bulletin board, the average of
the daily closing bid prices (or  the equivalent in an
over-the-counter market) for each day on which the Common Stock is traded for
any period on the principal securities exchange or other securities market on
which the common stock is being traded (each, a “Trading
Day”) during the period commencing thirty (30) days before such date and
ending on the date one (1) day prior to such date.

       

      5.           RESERVED.


       

      6.           Fractional
Shares.  In lieu of issuance of a fractional share upon any
exercise hereunder, the Company will issue an additional whole share in lieu of
that fractional share, calculated on the basis of the Exercise
Price.

       

      7.           Legends.  Prior
to issuance of the shares of Common Stock underlying this Warrant, all such
certificates representing such shares shall bear a restrictive legend to the
effect that the Shares represented by such certificate have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”), and that the Shares may not be sold or transferred in the absence
of such registration or an exemption therefrom, such legend to be substantially
in the form of the bold-face language appearing at the top of Page 1 of this
Warrant.

       

      
        
           

        

        
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      8.           Disposition of Warrants or
Shares.  The Holder of this Warrant, each transferee hereof and
any holder and transferee of any Shares, by his or its acceptance thereof,
agrees that no public distribution of Warrants or Shares will be made in
violation of the provisions of the Securities Act.  Furthermore, it
shall be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company his or its written agreement to accept and be bound by
all of the terms and conditions contained in this Warrant.

       

      9.           Merger or
Consolidation.  The Company will not merge or consolidate with
or into any other corporation, or sell or otherwise transfer its property,
assets and business substantially as an entirety to another corporation, unless
the corporation resulting from such merger or consolidation (if not the
Company), or such transferee corporation, as the case may be, shall expressly
assume, by supplemental agreement reasonably satisfactory in form and substance
to the Holder, the due and punctual performance and observance of each and every
covenant and condition of this Warrant to be performed and observed by the
Company.

       

      10.           Notices.  Any
notice, request of other document required or permitted to Except as otherwise
specified herein to the contrary, all notices, requests, demands and other
communications required or desired to be given hereunder shall only be effective
if given in writing by certified or registered U.S. mail with return receipt
requested and postage prepaid; by private overnight delivery service (e.g.
Federal Express); by facsimile transmission (if no original documents or
instruments must accompany the notice); or by personal delivery.  Any
such notice shall be deemed to have been given (a) on the business day
immediately following the mailing thereof, if mailed by certified or registered
U.S. mail as specified above; (b) on the business day immediately following
deposit with a private overnight delivery service if sent by said service; (c)
upon receipt of confirmation of transmission if sent by facsimile transmission;
or (d) upon personal delivery of the notice.  All such notices shall
be sent to the following addresses (or to such other address or addresses as a
party may have advised the other in the manner provided in this Section 10):

       

      
        	
                if
      to the Company:

              	
                American
      Scientific Resources, Incorporated

              


      

      
        	
                 
      

              	
                1112
      Weston Road, Unit 278

              


      

      
        	
                 
      

              	
                Weston,
      Florida 33326

              


      

      
        	
                 
      

              	
                Attention:
      Christopher F. Tirotta

              


      

      
        	
                 
      

              	
                President

              


      

      
        	
                 
      

              	
                Facsimile:
      (954) 665-2820

              


      

      


      with copy
to:                                         Sichenzia
Ross Friedman Ference LLP

      61
Broadway, 32nd
Floor

      New York,
NY 10006

      Attention:  David B. Manno,
Esq.

      Facsimile: (212) 930-9725

      


      
        
           

        

        
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      Notwithstanding
the time of effectiveness of notices set forth in this Section 10, a Notice
of Exercise shall not be deemed effectively given until it has been duly
completed and submitted to the Company together with this original Warrant and
payment of the Exercise Price in a manner set forth in this Section
10.

       

        11.           Limitation on
Exercise. Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Holder upon
any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its affiliates and any other persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for
purposes of Section 13(d) of the Exchange Act, does not exceed 4.99%
of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder. The holder may waive the
restriction in whole or in part upon and effective after 61 days prior written
notice to the Company. This provision shall not restrict the number of shares of
Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder
may receive in the event of a merger or other business combination or
reclassification involving the Company.

      


      12.           Governing Law and
Jurisdiction.  This Warrant shall be governed by and construed
solely and exclusively in accordance with and pursuant to the internal laws of
the State of Florida. Any action brought concerning the transactions
contemplated by this Warrant shall be brought only in the civil or state courts
of Florida or in the federal courts located in the State of
Florida.

       

      13.           Successors and
Assigns.  This Warrant shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
assigns.

       

      14.           Headings.  The
headings of various sections of this Warrant have been inserted for reference
only and shall not affect the meaning or construction of any of the provisions
hereof.

       

      15.           Severability. If any
provision of this Warrant is held to be unenforceable under applicable law, such
provision shall be excluded from this Warrant, and the balance hereof shall be
interpreted as if such provision were so excluded.

       

      16.           Modification and
Waiver.  This Warrant and any provision hereof may be amended,
waived, discharged or terminated only by an instrument in writing signed by the
Company and the Holder.

       

      
        
           

        

        
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      17.           Specific
Enforcement.  The Company and the Holder acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Warrant were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Warrant and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which either of them may
be entitled by law or equity.

       

      18.           Assignment.  This
Warrant may be transferred or assigned, in whole or in part, at any time and
from time to time by the then Holder by submitting this Warrant to the Company
together with a duly executed Assignment in substantially the form and substance
of the Form of Assignment which accompanies this Warrant as Exhibit B
hereto, and, upon the Company’s receipt thereof, and in any event, within five
(5) business days thereafter, the Company shall issue a Warrant to the Holder to
evidence that portion of this Warrant, if any as shall not have been so
transferred or assigned.

       

      


       

      (Signature
Page Immediately Follows)

       

      
        
           

        

        
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      IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed, manually or by facsimile,
by one of its officers thereunto duly authorized.

       

      
        
          	
                   

                   

                   

                  Date:
      February ___, 2010

                	
                  AMERICAN
      SCIENTIFIC RESOURCES, INC.

                   

                   

                  By:____________________________________

                  Name:                      Christopher
      Tirotta

                  Title:
      President

                


        

         

        
          
             

          

          
            -11-

            
              

            

          

          
             

          

        

         

      

      EXHIBIT
A

       

      TO

       

      WARRANT

       

      NOTICE OF
EXERCISE

       

      To Be
Executed by the Holder

       

      in Order
to Exercise the Warrant

       

      The
undersigned Holder hereby elects to purchase _______ Shares pursuant to the
attached Warrant, and requests that certificates for securities be issued in the
name of:

       

      __________________________________________________________

       

      (Please
type or print name and address)

       

      __________________________________________________________

       

      __________________________________________________________

       

      __________________________________________________________

       

      (Social
Security or Tax Identification Number)

       

      and
delivered

      to:_________________________________________________________________

       

      ___________________________________________________________________.

       

      (Please
type or print name and address if different from above)

       

      If such
number of Shares being purchased hereby shall not be all the Shares that may be
purchased pursuant to the attached Warrant, a new Warrant for the balance of
such Shares shall be registered in the name of, and delivered to, the Holder at
the address set forth below.

       

      In full
payment of the purchase price with respect to the Shares purchased and transfer
taxes, if any, the undersigned hereby tenders payment of $__________ by check,
money order or wire transfer payable in United States currency to the order of
[________________].

       

      
        
          
            
              	 
      	
                      HOLDER:

                       

                       

                      By:_____________________________________

                      Name:

                      Title:

                      Address:

                    
	
                       

                       

                      Dated:_______________________

                    	 
      


            

             

            
              
                 

              

              
                -12-

                
                  

                

              

              
                 

              

            

             

          

        

      

      EXHIBIT
B

       

      TO

       

      WARRANT

       

      FORM OF
ASSIGNMENT

       

      (To be
signed only on 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 American Scientific Resources, Incorporated, a Nevada
corporation, to which the within Warrant relates, and appoints
____________________ Attorney to transfer such right on the books of American
Scientific Resources, Incorporated, a Nevada corporation, with full power of
substitution of premises.

       

      
        
          
            
              	
                      Dated:

                    	
                      By:_______________________________

                            Name:

                            Title:

                      (signature must conform to
      name

                      of holder as specified on the
      factof the Warrant)

                    
	 
      	
                       

                       

                      Address:

                    


            

          

        

      

      


       

      Signed in
the presence of :

       

      Dated:

       

      
        
           

        

        
          -13-