Exhibit 10.3
  VERITEC, INC.
 WARRANT TO PURCHASE COMMON STOCK
 Warrant No.
    
    Original Issue Date: , 2009
 Company  Holder   Common Stock Warrant Share Warrant Shares Exercise Price Trigger
Date   Expiration
Date
 Warrant   Subscription Agreement Warrant
 Definitions
 Exercise and Duration of Warrants
 (a)
    
    All or any part of this Warrant shall be exercisable by the registered Holder at any time
and from time to time on or after the Trigger Date and through and including 5:30 P.M. Central time
on the Expiration Date. At 5:30 P.M., Central time, on the Expiration Date, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall
be terminated and no longer outstanding;
 (b)
    
    The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice,
in the form attached as Schedule 1 hereto (the Exercise Notice), appropriately completed and duly
signed, (ii) payment of the Exercise Price for the number of Warrant Shares as to which this
Warrant is being exercised, and the date such items are delivered to the Company (as determined in
accordance with the notice provisions hereof) is an Exercise Date. The delivery by (or on behalf
of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall
constitute the Holders certification to the Company that its representations contained in Section
4 of the Subscription Agreement are true and correct as of the Exercise Date as if remade in their
entirety. Execution and delivery of the Exercise Notice shall have the same effect as cancellation
of the original Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.




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Delivery of Warrant Shares
 Charges, Taxes and Expenses
 Replacement of Warrant
 Reservation of Warrant Shares
 Certain Adjustments
 (a)
    
    Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately before such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.
 (b)
    
    Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of
Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to
such adjustment.
 (c)
    
    Calculations. All calculations under this Section 7 shall be made to the nearest
cent or the nearest 1/100th of a share, as applicable. The number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by or for the account of
the Company, and the sale or issuance of any such shares shall be considered an issue or sale of
Common Stock.
 Payment of Exercise Price
 No Fractional Shares
 Notices
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Miscellaneous
 (a)
    
    The Holder, solely in such Persons capacity as a holder of this Warrant, shall
not be entitled to vote or receive dividends or be deemed the holder of share capital of
the Company for any purpose, nor shall anything contained in this Warrant be construed
to confer upon the Holder, solely in such Persons capacity as the Holder of this
Warrant, any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, amalgamation, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person
is then entitled to receive upon the due exercise of this Warrant.
 (b)
    
    This Warrant may be only be assigned by the Holder upon receipt of the Companys
prior written consent to such assignment. This Warrant shall be binding on and inure to
the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any
person other than the Company and the Holder any legal or equitable right, remedy or
cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder, or their successors and assigns.
 (c)
    
    This Warrant shall be governed by the laws of the State of Minnesota without
regard to its conflicts-of-law principles. Any judicial action to enforce any right of
any party under this Warrant may be brought and maintained in Minnesota state or federal
courts located in Hennepin County. Accordingly, the parties hereby submit to the
process, jurisdiction and venue of any such court. Each party hereby waives, and agrees
not to assert, any claim that it is not personally subject to the jurisdiction of the
foregoing courts in the State of Minnesota or that any action or other proceeding
brought in compliance with this Section is brought in an inconvenient forum.
 (d)
    
    The headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions hereof.
 (e)
    
    In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and
provisions of this Warrant shall not in any way be affected or impaired thereby, and the
parties will attempt in good faith to agree upon a valid and enforceable provision which
shall be a commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.
 (f)
    
    Except as otherwise set forth herein, prior to exercise of this Warrant, the
Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a
stockholder with respect to the Warrant Shares.
  VERITEC, INCBy:Name:Title:  Page 3 of 4




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SCHEDULE 1
   
 
 
 
 
 By:Name:Title:(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
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