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                                                                     EXHIBIT 4.3

                    PARTICIPATING DEALER'S WARRANT AGREEMENT

      Participating Dealer's Warrant Agreement dated as of_____________ between
Xenonics Holdings, Inc., a Nevada corporation (the "Company"), and________
(hereinafter referred to variously as the "Holder" or "Holders" or the
"Participating Dealer").

                              W I T N E S S E T H:

      WHEREAS, the Company proposes to issue warrants ("Warrants") to the
Participating Dealer to purchase up to an aggregate _______ shares of Common
Stock, $0.001 par value, of the Company ("Common Stock"); and

      WHEREAS, the Participating Dealer has agreed pursuant to the Participating
Dealer's Agreement (the "Participating Dealer's Agreement") dated as of May 27,
2003, between the Company and the Participating Dealer to act as a Participating
Dealer in the Company's private offering of Common Stock at a private offering
price of $.875 per share of Common Stock (the "Private Offering"); and

      WHEREAS, the Warrants are issued pursuant to this Agreement as of the
Closing Date (as such term is defined in the Participating Dealer's Agreement)
by the Company to the Participating Dealer in consideration for, and as part of
the Participating Dealer's compensation in connection with the Participating
Dealer acting as a Participating Dealer pursuant to the Participating Dealer's
Agreement;

      NOW, THEREFORE, in consideration of the premises, the payment by the
Participating Dealer to the Company of an aggregate ______ dollars ($ ________),
the agreements herein set forth and other good and valuable consideration,
hereby acknowledged, the parties hereto agree as follows:

      1.    GRANT. The Participating Dealer (or its designees) is hereby granted
the right to purchase, at any time from July 23, 2003, until 5:30 P.M., New York
time, on July 23, 2008 {five years after the date of this Agreement}, up to an
aggregate of_______________ shares of Common Stock at an exercise price of $1.05
per share, subject to adjustment as provided in Section 8 and subject to the
terms and conditions of this Agreement. Except as set forth herein, the shares
of Common Stock issuable upon exercise of the Warrants are in all respects
identical to the shares of Common Stock being sold by the Company in the Private
Offering pursuant to the terms and provisions of the Participating Dealer's
Agreement. The shares of Common Stock issuable upon exercise of the Warrants are
sometimes hereinafter referred to collectively as the"Securities."

      2.    WARRANT CERTIFICATES. The warrant certificates (the "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.

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      3.    EXERCISE OF WARRANTS. The Warrants initially are exercisable at an
exercise price (subject to adjustment as provided in Section 8 hereof) per share
of Common Stock set forth in Section 6 hereof payable by certified or official
bank check in New York Clearing House funds, subject to adjustment as provided
in Section 8 hereof. Upon surrender of a Warrant Certificate with the annexed
Form of Election to Purchase duly executed, together with payment of the
Exercise Price (as hereinafter defined) for the shares of Common Stock purchased
at the Company's principal executive offices in Los Angeles, California
(presently located at 2236 Rutherford Road, Suite 123, Carlsbad, California),
the registered holder of a Warrant Certificate ("Holder" or "Holders") shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased. The purchase rights represented by each Warrant Certificate are
exercisable at the option of the Holder thereof, in whole or in part (but not as
to fractional shares of the Common Stock underlying the Warrants). Warrants may
be exercised to purchase all or part of the shares of Common Stock represented
thereby. In the case of the purchase of less than all the shares of Common Stock
purchasable under any Warrant Certificate, the Company shall cancel said Warrant
Certificate upon the surrender thereof and shall execute and deliver a new
Warrant Certificate of like tenor for the balance of the shares of Common Stock
purchasable thereunder.

      4.    ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants, the
issuance of certificates for shares of Common Stock and/or other securities,
properties or rights underlying such Warrants shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof including, without limitation, any tax which may be payable in respect
of the issuance thereof, and such certificates shall (subject to the provisions
of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, that the Company shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name other
than that of the Holder, and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

      The Warrant Certificates and the certificates representing the shares of
Common Stock underlying the Warrants (and/or other securities, property or
rights issuable upon the exercise of the Warrants) shall be executed on behalf
of the Company by the manual or facsimile signature of the then Chairman of the
Board of Directors, Chief Executive Officer, President or any Vice President of
the Company. Warrant Certificates shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
Certificates representing the shares of Common Stock (and/or other securities,
property or rights issuable upon exercise of the Warrants) shall be dated as of
the Notice Date (regardless of when executed or delivered) and dividend bearing
securities so issued shall accrue dividends from the Notice Date.

      5.    RESTRICTION ON TRANSFER OF WARRANTS. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof; that the Warrants may not be sold,

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transferred, assigned, hypothecated or otherwise disposed of, in whole or in
part, for a period of one (1) year from the date hereof, except to officers of
the Participating Dealer.

      6.    EXERCISE PRICE.

            6.1   Adjusted Exercise Price. Except as otherwise provided in
Section 8 hereof, the exercise price for the Warrants shall be $1.05 per share
of Common Stock. The adjusted exercise price shall be the price which shall
result from time to time from any and all adjustments of the initial exercise
price in accordance with the provisions of Section 8 hereof. Any transfer of a
Warrant shall constitute an automatic transfer and assignment of the
registration rights set forth in Section 7 hereof with respect to the Securities
or other securities, properties or rights underlying the Warrants.

            6.2   Exercise Price. The term "Exercise Price" herein shall mean
the exercise price or the adjusted exercise price, depending upon the context or
unless otherwise specified.

      7.    REGISTRATION RIGHTS.

            7.1   Legend on the Warrants and Warrants Securities Until
Registration Under the Securities Act of 1933. Until the Warrants and/or Warrant
Securities are sold pursuant to registration with the SEC, they shall bear the
following legend:

            The securities represented by this certificate have not been
      registered under the Securities Act of 1933, as amended ("Act"), and may
      not be offered or sold except pursuant to (i) an effective registration
      statement under the Act, (ii) to the extent applicable, Rule 144 under the
      Act (or any similar rule under such Act relating to the disposition of
      securities), or (iii) an opinion of counsel, if such opinion shall be
      reasonably satisfactory to counsel to the issuer, that an exemption from
      registration under such Act is available.

      The Warrants have been issued to the Participating Dealer under an
exemption from registration under the Act, and the Warrant Certificate
representing the Warrants shall contain the restricted legend provided as part
of Exhibit A annexed hereto.

            7.2   Piggyback Registration. If, at any time commencing after the
date hereof and expiring five (5) years thereafter, the Company proposes to
register any of its securities under the Act (other than pursuant to Form S-4,
Form S-8 or a comparable registration statement) it will give written notice by
registered mail, at least thirty (30) days prior to the filing of each such
registration statement, to the Participating Dealer and to all other Holders of
the Warrants and/or the Warrant Securities of its intention to do so. If the
Participating Dealer or other Holders of the Warrants and/or Warrant Securities
notify the Company within twenty (20) business days after receipt of any such
notice of its or their desire to include any such securities in such proposed
registration statement, the Company shall afford the Participating Dealer and
such Holders of the Warrants and/or Warrant Securities the opportunity to have
any such Warrant Securities registered under such registration

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statement.

   Notwithstanding the provisions of this Section 7.2, the Company shall have
the right at any time after it shall have given written notice pursuant to this
Section 7.2 (irrespective of whether a written request for inclusion of any such
securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.

            7.3   Demand Registration.

            (a) At any time commencing after the date hereof and expiring five
      (5) years thereafter, the Holders of the Warrants and/or Warrant
      Securities representing a "Majority" (as hereinafter defined) of such
      securities (assuming the exercise of all of the Warrants) shall have the
      right (which right is in addition to the registration rights under Section
      7.2 hereof), exercisable by written notice to the Company, to have the
      Company prepare and file with the Securities and Exchange Commission (the
      "Commission"), on one occasion, a registration statement on Form SB-2 (or
      comparable registration statement which the Company is then eligible to
      use) and such other documents, including a prospectus, as may be necessary
      in the opinion of both counsel for the Company and counsel for the
      Participating Dealer and Holders, in order to comply with the provisions
      of the Act, so as to permit a private offering and sale of their
      respective Warrant Securities for six (6) consecutive months by such
      Holders and any other Holders of the Warrants and/or Warrant Securities
      who notify the Company within ten (10) days after receiving notice from
      the Company of such request.

            (b) The Company covenants and agrees to give written notice of any
      registration request under this Section 7.3 by any Holder or Holders to
      all other registered Holders of the Warrants and the Warrant Securities
      within ten (10) days from the date of the receipt of any such registration
      request.

            7.4   Covenants of the Company With Respect to Registration. In
connection with any registration under Section 7.2 or 7.3 hereof, the Company
covenants and agrees as follows:

            (a) The Company shall use its best efforts to file a registration
      statement within thirty (30) days of receipt of any demand therefor, shall
      use its best efforts to have any registration statements declared
      effective at the earliest possible time, and shall furnish each Holder
      desiring to sell Warrant Securities such number of prospectuses as shall
      reasonably be requested.

            (b) The Company shall pay all costs (excluding fees and expenses of
      Holder(s)' counsel and any underwriting or selling commissions), fees and
      expenses in connection with all registration statements filed pursuant to
      Sections 7.2 and 7.3(a) hereof including, without limitation, the
      Company's legal and accounting fees, printing expenses, blue sky fees and
      expenses.

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            (c) The Company will take all necessary action which may be required
      in qualifying or registering the Warrant Securities included in a
      registration statement for offering and sale under the securities or blue
      sky laws of such states as reasonably are requested by the Holder(s),
      provided that the Company shall not be obligated to execute or file any
      general consent to service of process or to qualify as a foreign
      corporation to do business under the laws of any such jurisdiction.

            (d) The Company shall indemnify the Holder(s) of the Warrant
      Securities to be sold pursuant to any registration statement and each
      person, if any, who controls such Holders within the meaning of Section 15
      of the Act or Section 20(a) of the Securities Exchange Act of 1934, as
      amended ("Exchange Act"), against all loss, claim, damage, expense or
      liability (including all expenses reasonably incurred in investigating,
      preparing or defending against any claim whatsoever) to which any of them
      may become subject under the Act, the Exchange Act or otherwise, arising
      from such registration statement but only to the same extent and with the
      same effect as the provisions pursuant to which the Company has agreed to
      indemnify the Participating Dealer contained in Section 6 of the
      Participating Dealer's Agreement.

            (e) The Holder(s) of the Warrant Securities to be sold pursuant to a
      registration statement, and their successors and assigns, shall severally,
      and not jointly, indemnify the Company, its officers and directors and
      each person, if any, who controls the Company within the meaning of
      Section 15 of the Act or Section 20(a) of the Exchange Act, against all
      loss, claim, damage, expense or liability (including all expenses
      reasonably incurred in investigating, preparing or defending against any
      claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on
      behalf of such Holders, or their successors or assigns, for specific
      inclusion in such registration statement to the same extent and with the
      same effect as the provisions contained in Section 6 of the Participating
      Dealer's Agreement pursuant to which the Participating Dealer has agreed
      to indemnify the Company.

            (f) Nothing contained in this Agreement shall be construed as
      requiring the Holder(s) to exercise their Warrants prior to the initial
      filing of any registration statement or the effectiveness thereof.

            (g) The Company shall not permit the inclusion of any securities
      other than the Warrant Securities to be included in any registration
      statement filed pursuant to Section 7.3 hereof, or permit any other
      registration statement to be or remain effective during the effectiveness
      of a registration statement filed pursuant to Section 7.3 hereof (other
      than (i) shelf registrations effective prior thereto and (ii)
      registrations on Form S-4 or S-8), without the prior written consent of
      the Holders of the Warrants and Warrant Securities representing a

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      Majority of such securities.

            (h) The Company shall furnish to each Holder participating in the
      offering and to each Participating Dealer, if any, a signed counterpart,
      addressed to such Holder or Participating Dealer, of (i) an opinion of
      counsel to the Company, dated the effective date of such registration
      statement (and, if such registration includes an underwritten private
      offering, an opinion dated the date of the closing under the Participating
      Dealer's Agreement) relating to the due incorporation of the Company, the
      validity of the shares being issued, the due execution and delivery of the
      Participating Dealer's Agreement and Rule 10b-5, and (ii) a "cold comfort"
      letter dated the effective date of such registration statement (and, if
      such registration includes an underwritten private offering, a letter
      dated the date of the closing under the Participating Dealer's Agreement)
      signed by the independent private accountants who have issued a report on
      the Company's financial statements included in such registration
      statement, covering substantially the same matters with respect to such
      registration statement (and the prospectus included therein) and, with
      respect to events subsequent to the date of such financial statements, as
      are customarily covered in accountants' letters delivered to Participating
      Dealers in underwritten private offerings of securities.

            (i) The Company shall as soon as practicable after the effective
      date of the registration statement, and in any event within 15 months
      thereafter, make "generally available to its security holders" (within the
      meaning of Rule 158 under the Act) an earnings statement (which need not
      be audited) complying with Section 11(a) of the Act and covering a period
      of at least 12 consecutive months beginning after the effective date of
      the registration statement.

            (j) The Company shall deliver promptly to each Holder participating
      in the offering requesting the correspondence and memoranda described
      below and to the managing Participating Dealers, copies of all
      correspondence between the Commission and the Company, its counsel or
      auditors and all memoranda relating to discussions with the Commission or
      its staff with respect to the registration statement and permit each
      Holder and Participating Dealer to do such investigation, upon reasonable
      advance notice, with respect to information contained in or omitted from
      the registration statement as it deems reasonably necessary to comply with
      applicable securities laws or rules of the NASD. Such investigation shall
      include access to books, records and properties and opportunities to
      discuss the business of the Company with its officers and independent
      auditors, all to such reasonable extent and at such reasonable times and
      as often as any such Holder or Participating Dealer shall reasonably
      request.

            (k) The Company shall enter into an Participating Dealer's Agreement
      with the managing Participating Dealers selected for such underwriting by
      Holders holding a Majority of the Warrant Securities requested pursuant to

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      Section 7.3(a) to be included in such underwriting, which may be the
      Participating Dealer. Such agreement shall be satisfactory in form and
      substance to the Company, each Holder and such managing Participating
      Dealer(s), and shall contain such representations, warranties and
      covenants by the Company and such other terms as are customarily contained
      in agreements of that type used by the managing Participating Dealer(s).
      The Holders shall be parties to any Participating Dealer's Agreement
      relating to an underwritten sale of their Warrant Securities whether
      pursuant to Section 7.2 or Section 7.3(a) and may, at their option,
      require that any or all of the representations, warranties and covenants
      of the Company to or for the benefit of such Participating Dealer(s) shall
      also be made to and for the benefit of such Holders. Such Holders shall
      not be required to make any representations or warranties to or agreements
      with the Company or the Participating Dealer(s) except as they may relate
      to such Holders and their intended methods of distribution.

            (l) For purposes of this Agreement, the term "Majority" in reference
      to the Holders of Warrants or Warrant Securities, shall mean in excess of
      fifty percent (50%) of the then outstanding Warrants or Warrant Securities
      that (i) are not held by the Company, an affiliate, officer, creditor,
      employee or agent thereof or any of their respective affiliates, members
      of their family, persons acting as nominees or in conjunction therewith
      and (ii) have not been resold to the private pursuant to a registration
      statement filed with the Commission under the Act.

      8.    ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

            8.1   Subdivision and Combination. If the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

            8.2   Stock Dividends and Distributions. If the Company shall pay a
dividend in, or make a distribution of, shares of Common Stock or of the
Company's capital stock convertible into Common Stock, the Exercise Price shall
forthwith be proportionately decreased. An adjustment made pursuant to this
Section 8.2 shall be made as of the record date for the subject stock dividend
or distribution.

            8.3   Adjustment in Number of Securities. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Section 8, the number of
Warrant Securities issuable upon the exercise at the adjusted exercise price of
each Warrant shall be adjusted to the nearest full amount by multiplying a
number equal to the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Securities issuable upon exercise of the
Warrants immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.

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            8.4   Definition of Common Stock. For the purpose of this Agreement,
the term "Common Stock" shall mean (i) the class of stock designated as Common
Stock in the Certificate of Incorporation of the Company as may be amended as of
the date hereof, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value.

            8.5   Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
Warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of securities of the Company for which such Warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.

      9.    EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Securities in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

      Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.

      10.   ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.

      11.   RESERVATION AND LISTING OF SECURITIES. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof.

<PAGE>

The Company covenants and agrees that, upon exercise of the Warrants and payment
of the Exercise Price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid,
non-assessable and not subject to the preemptive rights of any stockholder. As
long as the Warrants shall be outstanding, the Company shall use its best
efforts to cause all shares of Common Stock issuable upon the exercise of the
Warrants to be listed (subject to official notice of issuance) on all securities
exchanges or markets on which the Common Stock issued to the private in
connection herewith may then be listed and/or quoted.

      12.   NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

            (a) the Company shall take a record of the holders of its shares of
      Common Stock for the purpose of entitling them to receive a dividend or
      distribution payable otherwise than in cash, or a cash dividend or
      distribution payable otherwise than out of current or retained earnings or
      capital surplus (in accordance with applicable law), as indicated by the
      accounting treatment of such dividend or distribution on the books of the
      Company; or

            (b) the Company shall offer to all the holders of its Common Stock
      any additional shares of capital stock of the Company or securities
      convertible into or exchangeable for shares of capital stock of the
      Company, or any option, right or warrant to subscribe therefor; or

            (c) a dissolution, liquidation or winding up of the Company (other
      than in connection with a consolidation or merger) or a sale of all or
      substantially all of its property, assets and business as an entirety
      shall be proposed; then, in any one or more of said events, the Company
      shall give written notice of such event at least thirty (30) days prior to
      the date fixed as a record date or the date of closing the transfer books
      for the determination of the stockholders entitled to such dividend,
      distribution, convertible or exchangeable securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation,
      winding up or sale. Such notice shall specify such record date or the date
      of closing the transfer books, as the case may be. Failure to give such
      notice or any defect therein shall not affect the validity of any action
      taken in connection with the declaration or payment of any such dividend,
      or the issuance of any convertible or exchangeable securities, or
      subscription rights, options or warrants, or any proposed dissolution,
      liquidation, winding up or sale.

            13. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made and sent when delivered, or mailed by registered or certified mail,
return receipt requested or by Federal Express or other

<PAGE>

nationally recognized overnight courier:

            (a) If to the registered Holder of the Warrants, to the address of
      such Holder as shown on the books of the Company; or

            (b) If to the Company, to the address set forth in Section 3 hereof
      or to such other address as the Company may designate by notice to the
      Holders.

      14.   SUPPLEMENTS AND AMENDMENTS. The Company and the Participating Dealer
may from time to time supplement or amend this Agreement without the approval of
any Holders of Warrant Certificates (other than the Participating Dealer) in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Participating Dealer may deem necessary or desirable
and which the Company and the Participating Dealer deem shall not adversely
affect the interests of the Holders of Warrant Certificates.

      15.   SUCCESSORS. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the Company, the Holders and their
respective successors and assigns hereunder.

      16.   TERMINATION. This Agreement shall terminate at the close of business
on five years from the Closing Date. Notwithstanding the foregoing, the
indemnification provisions of Section 7 shall survive such termination until the
close of business on seven years from the Closing Date.

      17.   GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of California and for all purposes shall be construed in
accordance with the laws of said State without giving effect to the rules of
said State governing the conflicts of laws.

      The Company, the Participating Dealer and the Holders each hereby agrees
that any action, proceeding or claim against it arising out of, or relating in
any way to, this Agreement shall be brought and enforced in the courts of the
State of California or of the United States of America located in the City of
San Diego, California, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company, the Participating Dealer and the
Holders hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
Company, the Participating Dealer and the Holders (at the option of the party
bringing such action, proceeding or claim) may be served by transmitting a copy
thereof, by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 13 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. The Company, the
Participating Dealer and the Holders agree that the prevailing party(ies) in any
such action or proceeding shall be entitled to recover from the other party(ies)
all of its/their reasonable legal costs and expenses relating to such action or
proceeding and/or incurred in connection with

<PAGE>

the preparation therefor.

      18.   ENTIRE AGREEMENT; MODIFICATION. This Agreement (including the
Participating Dealer's Agreement to the extent portions thereof are referred to
herein) contains the entire understanding between the parties hereto with
respect to the subject matter hereof and may not be modified or amended except
by a writing duly signed by the party against whom enforcement of the
modification or amendment is sought.

      19.   SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Agreement.

      20.   CAPTIONS. The caption headings of the Sections of this Agreement are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

      21.   BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
Participating Dealer and any other registered Holder(s) of the Warrant
Certificates or Warrant Securities any legal or equitable right, remedy or claim
under this Agreement; and this Agreement shall be for the sole benefit of the
Company and the Participating Dealer and any other registered Holders of Warrant
Certificates or Warrant Securities.

      22.   COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                                         XENONICS HOLDINGS, INC.

                                         By:____________________________
                                         Name:__________________________
                                         Title:_________________________

                                         PARTICIPATING DEALER:

                                         _______________________________

                                         By:____________________________
                                         Name:__________________________
                                         Title:_________________________

<PAGE>

                          (FORM OF WARRANT CERTIFICATE)

      THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i)
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO
THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR
EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN
ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
          5:30 P.M., NEW YORK TIME, (FIFTH ANNIVERSARY OF CLOSING DATE)

Warrant No.
DATED:

                              Warrants to Purchase
                        __________ shares of Common Stock

                               WARRANT CERTIFICATE

      This Warrant Certificate certifies that __________ or registered assigns,
is the registered holder of_______________Warrants to purchase initially, at any
time from {first anniversary of Closing Date} until 5:30 p.m. New York time on
{fifth anniversary of closing date} ("Expiration Date"), up to______________
fully-paid and non-assessable shares of Common Stock, $0.001 par value ("Common
Stock"), of Xenonics Holdings, Inc., a Nevada corporation (the "Company"), at
the initial exercise price, subject to adjustment in certain events (the
"Exercise Price"), of $1.05 per share of Common Stock, upon surrender of this
Warrant Certificate and payment of the Exercise Price at an office or agency of
the Company, but subject to the conditions set forth herein and in the
Participating Dealer's Agreement dated as of the date hereof between the Company
and______________ (the "Warrant Agreement"). Payment of the Exercise Price shall
be made by certified or official bank check in New York Clearing House funds
payable to the order of the Company or by surrender of this Warrant Certificate.

      No Warrant may be exercised after 5:30 p.m., New York time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, hereby shall thereafter be void.

      The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby

<PAGE>

incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder) of
the Warrants.

      The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; provided,
however, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair, the rights of the
holder as set forth in the Warrant Agreement.

      Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.

      Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.

      The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

      All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.

                                         XENONICS HOLDINGS, INC.

                                         By:____________________________
                                         Name:__________________________
                                         Title:_________________________

<PAGE>

              (FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3)

      The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _______________ shares of
Common Stock of Xenonics Holdings, Inc.; and herewith tenders in payment for
such securities a certified or official bank check payable in New York Clearing
House Funds to the order of Xenonics Holdings, Inc. in the amount of
$_______________________, all in accordance with the terms of Section 3.1 of the
Participating Dealer's Warrant Agreement dated as of (Closing Date) between
Xenonics Holdings, Inc. and __________. The undersigned requests that a
certificate for such securities be registered in the name of ______________,
whose address is _______________, and that such Certificate be delivered to
whose address is ________________.

Dated:_________________________     Signature:__________________________________
                                           (Signature must conform in all
                                           respects to name of holder as
                                           specified on the face of the Warrant
                                           Certificate).

                                           _____________________________________
                                           (Insert Social Security or Other
                                           Identifying Number of Holder)

<PAGE>

                              (FORM OF ASSIGNMENT)

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)

      FOR VALUE RECEIVED______________________hereby sells, assigns and
transfers unto__________________________________________________________________
                      (Please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint_______________ Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.

Dated:_________________________     Signature:__________________________________
                                           (Signature must conform in all
                                           respects to name of holder as
                                           specified on the face of the Warrant
                                           Certificate).

                                           _____________________________________
                                           (Insert Social Security or Other
                                           Identifying Number of Holder)