Execution
Version




NEITHER
THE SECURITIES REPRESENTED HEREBY, NOR THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR
OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT
OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.





THE
TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.





ONCOVISTA
INNOVATIVE THERAPIES, INC.





Warrants
for the Purchase


of


Securities





No.
      __________
            January
      15, 2009





THIS CERTIFIES that, for
consideration, the receipt and sufficiency receipt and sufficiency are hereby
acknowledged, and other value received, ________________(the “Holder”) is entitled to
purchase fromONCOVISTA
INNOVATIVE THERAPIES,a Nevada corporation (the “Company”), upon the terms and
conditions set forth herein, at any time or from time to time after the Initial
Exercise Date (as herein after defined) until 5:00 P.M. New York City local time
on the fifth anniversary of the date hereof (the “Exercise Period”), up to an
amount or number of the securities, which shall be identical with respect to
terms, rights and types of securities as those, (“Warrant Securities”) offered
in the first Qualified Financing (as hereinafter defined) consummated by the
Company following the date hereof equal to $________ (determined based on the
offering price in such Qualified Financing) at a price per security equal to the
product of (A) and (B), where (A) equals the offering price per security in the
next Qualified Financing consummated by the Company and where (B) equals 0.90;
provided, however, that
upon the occurrence of any of the events specified in Section 6 or 7 hereof, the
rights granted by this Warrant, including the exercise price and the securities
to be received upon such exercise, shall be adjusted as therein
specified.  The term “Exercise Price” shall mean,
depending on the context, the initial exercise price (as set forth above) or the
adjusted exercise price per share.  The term “Qualified Financing” shall
mean one or more financing, whether in the form of equity securities,
Indebtedness, derivative securities, or otherwise, the aggregate gross proceeds
of which equal or exceed $5,000,000.  In the event that no Qualified
Financing shall be consummated by the Company prior to the expiration of the
Exercise Period, this Warrant shall be exercisable for up to _________ shares of
common stock, par value $0.001 per share (the “Common Stock”) at an exercise
price of $0.50 per share (subject to the aforementioned adjustments specified
herein).





This
Warrant is the warrant or one of the warrants (collectively, including any
warrant issued upon the exercise or transfer of any such warrants in whole or in
part, the “Warrants”)
referenced in the Secured Promissory Note, dated January 15, 2009, by the
Company in favor of the Holders named therein.  As used herein, the
term “this Warrant”
shall mean and include this Warrant and any Warrant or Warrants hereafter issued
as a consequence of the exercise or transfer of this Warrant in whole or in
part.  Each Warrant Security or share of Common Stock issuable upon
the exercise hereof shall be hereinafter referred to as a “Warrant Share”.




1.          
  (a)          This
Warrant may be exercised during the Exercise Period, either in whole or in part,
by delivery to the Company at its office at, OncoVista Innovative Therapies,
Inc., 14785 Omicron Drive, Suite 104, San Antonio, Texas 78245, or at such other
place as is designated in writing by the Company, of:




(i) this
Warrant;




(ii)          a
completed Election to Purchase (for cash), in the form set forth in Exhibit I,
executed by the Holder exercising all or part of the purchase rights represented
by this Warrant; and




(iii)         (A)
a certified or bank cashier's check payable to the order of the Company, or (B)
a wire transfer of funds to an account designated by the Company, in an amount
equal to the product of the Exercise Price and the number of Shares for which
this Warrant is being exercised.




(b)          Notwithstanding
anything herein to the contrary, the Holder may, in its sole discretion,
exercise this Warrant by delivery to the Company at this offices at the address
above, in lieu of making a cash payment that would otherwise be payable in
connection with such exercise (as “Cashless Exercise”),
of:




(i)           this
Warrant; and




(ii)          a
completed Election to Purchase (cashless), in the form set forth in Exhibit II,
executed by the Holder exercising all or part of the exchange rights represented
by this Warrant.




Upon
presentation and delivery in connection with a Cashless Exercise, the number
Warrant Shares subject to this Warrant shall be reduced by the number of Warrant
Shares specified on the Election to Purchase (cashless) form, and in exchange
for such reduction the Holder shall receive the number of Warrant Shares, as the
case may be, specified on the Election to Purchase (cashless) form (up to the
total number of Warrant Shares which are subject to this Warrant) multiplied by
a fraction, the numerator of which shall be the excess of the then Current
Market Price (as defined below) per Warrant Share over the Exercise Price, and
the denominator of which shall be the then Current Market Price per Warrant
Share.


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2.          
 Upon each exercise of the Holder’s rights to purchase Warrant Shares, the
Holder or its designee shall be deemed to be the holder of record of the Warrant
Shares, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing the Warrant Shares with respect to which
this Warrant was exercised shall not then have been actually delivered to the
Holder or its designee.  As soon as practicable after each such
exercise of this Warrant (but not later than three (3) business days following
delivery to the Company of the Election to Purchase and other deliverable
pursuant to Section 1(a) or 1(b), as applicable) the Company shall issue and
deliver to the Holder or its designee a certificate or certificates representing
the Warrant Shares issuable upon such exercise, registered in the name of the
Holder or its designee. The certificates so delivered shall be in such
denominations as may be requested by the Holder.   If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a Warrant evidencing the
right of the Holder to purchase the balance of the aggregate number of Warrant
Shares purchasable hereunder as to which this Warrant has not been exercised or
assigned.




3.          
 Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a warrant register (the “Warrant Register”) as they
are issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such Warrant on the part of any other person, and shall not be liable for
any registration of transfer of Warrants which are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration or transfer, or with the knowledge of such
facts that its participation therein amounts to bad faith.  This
Warrant shall be transferable on the books of the Company only upon delivery
thereof duly endorsed by the Holder or by his duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment, or
authority to transfer.  In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his, her, or its authority shall be
produced.  Upon any registration of transfer, the Company shall
deliver a new Warrant or Warrants to the person entitled
thereto.  This Warrant may be exchanged, at the option of the Holder
thereof, 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 Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent.  Notwithstanding the foregoing, the Company
shall have no obligation to cause Warrants to be transferred on its books to any
person if, in the opinion of counsel to the Company, such transfer does not
comply with the provisions of the Securities Act and the rules and regulations
thereunder.


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4.         
  (a)           The
Company shall at all times reserve and keep available out of its authorized, but
unissued, securities issued in the next Qualified Financing or shares of Common
Stock, solely for the purpose of providing for the exercise of the Warrants,
such number of Warrant Securities and/or shares of Common Stock as shall, from
time to time, be sufficient therefor.  The Company represents that all
Warrant Securities and/or shares of Common Stock issuable upon exercise of this
Warrant are duly authorized and, upon receipt by the Company of the full payment
for such Warrant Shares, will be validly issued, fully paid, and nonassessable
and free from all taxes, liens and charge in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue), without any personal liability attaching to the ownership thereof and
will not be issued in violation of any preemptive or similar rights of
stockholders.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Share may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the trading market upon which the Warrant Securities or Common
Stock may be listed.




(b)          The
transfer agent for the Warrant Securities and the Common Stock and every
subsequent transfer agent for any of the Company’s securities issuable upon the
exercise of this Warrant shall be irrevocably authorized and directed at all
times to reserve such number of authorized securities as shall be required for
such purpose.  The Company shall keep a copy of this Warrant on file
with the transfer agent for the Warrant Securities or the Common Stock and with
every subsequent transfer agent for shares of the Company’s securities issuable
upon exercise of this Warrant.  The Company shall supply such transfer
agent with duly executed certificates representing the Warrant Securities and
the Common Stock or other securities for such purpose.




(c)          The
Company shall not by any action including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issues or sale of securities or any other
voluntary action, avoid or seek to avoid the observance of performance of any of
the terms of this Warrant; but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any shares of Warrant Securities
or Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, and (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Securities or Common Stock upon the exercise of this
Warrant.




5.           The
Company will (i) obtain and keep effective all permits, consents and approvals
of Federal or state governmental agencies and authorities and make all filings
under Federal and state securities laws, that are required in connection with
the issuance and delivery of this Warrant, the exercise of this Warrant, and the
issuance and delivery of the Warrant Shares issued upon exercise of this
Warrant, and (ii) is the Company hereafter lists its Common Stock on any
national securities, including NASDAQ, use its commercially reasonable efforts
to keep the Warrant Shares authorized for listing on such exchange upon notice
of issuance.




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6.           
(a)           The
Exercise Price for the Warrants in effect from time to time, and the number of
shares of Common Stock issuable upon exercise of the Warrants, shall be subject
to adjustment, as follows:




In the
event that the Company shall at any time after the date hereof (A) declare a
dividend or otherwise make a distribution or distributions on the outstanding
Warrant Securities (following the initial consummation of the Qualified
Financing), Common Stock or other equity or equity equivalent securities payable
in shares of its capital stock, (B) subdivide the outstanding Warrant Securities
(following the initial consummation of the Qualified Financing) or Common Stock,
(C) combine the outstanding (following the initial consummation of the Qualified
Financing) Common Stock into a smaller number of securities or shares (as
applicable), or (D) issue any shares of its capital stock by reclassification of
the outstanding Warrant Securities or Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then, in each case, the Exercise Price
per Warrant Share in effect at the time of the record date for the determination
of stockholders entitled to receive such dividend or distribution or of the
effective date of such subdivision, combination, or reclassification shall be
adjusted so that it shall equal the price determined by multiplying such
Exercise Price by a fraction, the numerator of which shall be the number of
shares of Warrant Securities or Common Stock outstanding (as applicable)
immediately prior to such action, and the denominator of which shall be the
number of Warrant Securities or shares of Common Stock (as applicable)
outstanding after giving effect to such action.  Such adjustment shall
be made successively whenever any event listed above shall occur and shall
become effective at the close of business on such record date or at the close of
business on the date immediately preceding such effective date, as
applicable.  Simultaneous with any such adjustment, the number of
Warrant Shares issuable upon exercise of this Warrant shall be adjusted to equal
the quotient of (A) divided by (B), where (A) equals the product of the number
of Warrant Shares issuable upon the exercise of this Warrant immediately prior
thereto multiplied by the Exercise Price per Warrant Share in effect immediately
prior thereto, and where (B) equals the Exercise Price, as
adjusted.


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(b)           The
Company shall not be required to issue fractions of Warrant Securities or shares
of Common Stock or other capital stock of the Company upon the exercise of this
Warrant.  If any fraction of a share of capital stock would be
issuable on the exercise of this Warrant (or specified portions thereof), the
Company shall purchase such fraction for an amount in cash equal to the same
fraction of the Current Market Price of such Warrant Securities or share of
Common Stock on the date of exercise of this Warrant.  For purposes of
this Warrant, the “Current
Market Price” per Warrant Security or share of Common Stock on any date
shall be deemed to be the closing price per Warrant Security or share of Common
Stock on the trading day immediately preceding the date in question on the
principal national securities exchange (including, for purposes hereof, the
Nasdaq National Market) upon which the Warrant Securities or Common Stock (as
applicable) is listed or admitted to trading. Such closing price shall be the
last reported sales price regular way or, in case no such reported sale takes
place on such day, the closing bid price regular way, in either case on the
principal national securities exchange  (including, for purposes
hereof, the Nasdaq National Market) on which the Warrant Securities or Common
Stock (as applicable) is listed or admitted to trading or, if the Warrant
Securities or Common Stock (as applicable) is not listed or admitted to trading
on any national securities exchange, the highest reported bid price for the
Warrant Securities or Common Stock (as applicable) as furnished by the National
Association of Securities Dealers, Inc. through the Nasdaq SmallCap Market or a
similar organization if the Nasdaq SmallCap Market is no longer reporting such
information.  If, on any such date, any Warrant Securities or the
Common Stock is not listed or admitted to trading on any national securities
exchange and is not quoted on the Nasdaq SmallCap Market or any similar
organization, the Current Market Price shall be deemed to be the highest
reported bid price for the Warrant Securities or Common Stock (as applicable) on
the OTC Bulletin Board.  If, on any such date, the Warrant Securities
or Common Stock (as applicable) is not listed or admitted to trading on any
national securities exchange, is not quoted on the Nasdaq SmallCap Market, the
OTC Bulletin Board, or any similar organization, the Current Market Price shall
be deemed to be the highest reported bid price for the Warrant Securities or
Common Stock (as applicable) in the “pink sheets”, as reported by the National
Quotations Bureau.  If, on any such date, the Warrant Securities or
the Common Stock (as applicable) is not listed or admitted to trading on any
national securities exchange and is not quoted on the Nasdaq SmallCap Market,
the OTC Bulletin Board, the pink sheets, or any similar organization, the
Current Market Price shall be deemed to be the Current Market Price, determined
as set forth above, on the last date upon which such price is
available.  In the event that no such price is available, the Current
Market Price shall be the fair value of a Warrant Security or a share of Common
Stock (as applicable) on such date, as determined in good faith by the Board of
Directors of the Company and the Holder; provided, however, if no such agreement
is reached within thirty (30) days of the date on which the event for which the
Current Market Price is required to be determined occurs, then the Current
Market Price shall be determined as follows: the Company and the Holder shall
each designate promptly in a written notice to the other its determination of
the fair market value of such Common Stock as of the applicable reference date,
and the Current Market Price of such Common Stock as of the applicable reference
date shall then be determined by a nationally recognized independent appraiser
(the “Independent Financial
Expert”) selected by the Holder from a group of three appraisers chosen
by the Company (with whom the Company does not have an existing business
relationship) and the Holder assuming an arm’s-length private sale between a
willing buyer and a willing seller, neither acting under
compulsion.  The determination by the Independent Financial Expert of
the Current Market Price shall be final and binding on the Company and the
Holder.  The costs and expenses of any such Independent Financial
Expert making such valuation shall be paid by the Company, except that such
expenses shall be borne solely by the Holder to the extent that the Independent
Financial Expert concludes that the valuation of such Common Stock made by the
Board of Directors of the Company is within five percent (5%) of the Current
Market Price.




(c)           All
calculations under this Section 6 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.




(d)           In
any case in which this Section 6 shall require that an adjustment in the number
of Warrant Shares be made effective as of a record date for a specified event,
the Company may elect to defer, until the occurrence of such event, issuing to
the Holder, if the Holder exercised this Warrant after such record date, the
Warrant Shares, if any, issuable upon such exercise over and above the number of
Warrant Shares issuable upon such exercise on the basis of the number of Warrant
Securities or shares of Common Stock outstanding or in effect prior to such
adjustment; provided, however, that the Company shall deliver to the Holder a
due bill or other appropriate instrument evidencing the Holder's right to
receive such additional Warrant Securities or shares of Common Stock upon the
occurrence of the event requiring such adjustment.


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(e)           Whenever
there shall be an adjustment as provided in this Section 6, the Company shall
within fifteen (15) days thereafter cause written notice thereof to be sent by
registered or certified mail, postage prepaid, to the Holder, at its address as
it shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares issuable and
the Exercise Price thereof after such adjustment and setting forth a statement
of the facts in detail requiring such adjustment and the computation
thereof.




(f)           No
adjustment in the Exercise Price per Warrant Share shall be required if such
adjustment is less than $.01; provided, however, that any
adjustments which by reason of this Section 6 are not required to be made shall
be carried forward and taken into account in any subsequent
adjustment.




7.           
(a)           In case of
any capital reorganization, other than in the cases referred to in Section 6(a)
hereof, or the consolidation or merger of the Company with or into another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any reclassification of the
outstanding Warrant Shares or the conversion of such outstanding Warrant Shares
into shares of other stock or other securities or property), or in the case of
any sale, lease, or conveyance to another corporation of the property and assets
of any nature of the Company as an entirety or substantially as an entirety or
the case of any statutory exchange of securities with another corporation (such
actions being hereinafter collectively referred to as “Reorganizations”), there
shall thereafter be deliverable upon exercise of this Warrant (in lieu of the
number of Warrant Shares theretofore deliverable) the number of shares of stock
or other securities or property to which a holder of the respective number of
Warrant Shares which would otherwise have been deliverable upon the exercise of
this Warrant would have been entitled upon such Reorganization if this Warrant
had been exercised in full immediately prior to such
Reorganization.  In case of any Reorganization, appropriate
adjustments, shall be made in the application of the provisions herein,
including, without limitation, provisions for adjustments o the Exercise Price
and the number of Warrant Shares, set forth with respect to the rights and
interests of the Holder so that the provisions set forth herein shall thereafter
be applicable, as nearly as possible, in relation to any shares or other
property thereafter deliverable upon exercise of this Warrant.  Any
such adjustment shall be made by, and set forth in, a supplemental agreement
between the Company, or any successor thereto, and the Holder, with respect to
this Warrant, and shall for all purposes hereof conclusively be deemed to be an
appropriate adjustment.  The Company shall not effect any such
Reorganization unless, upon or prior to the consummation thereof, the successor
corporation, or, if the Company shall be the surviving corporation in any such
Reorganization and is not the issuer of the shares of stock or other securities
or property to be delivered to holders of Warrant Shares outstanding at the
effective time thereof, then such issuer, shall assume by written instrument the
obligation to deliver to the Holder such shares of stock, securities, cash, or
other property as such holder shall be entitled to purchase in accordance with
the foregoing provisions.


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(b)           In
case of any reclassification or change of the Warrant Shares issuable upon
exercise of this Warrant (other than a change in par value or from a specified
par value to no par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), or in case of any consolidation or merger of another corporation into
the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) of the Warrant Shares (other than a change in
par value, or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), the Holder or holders of this Warrant shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash, or any
combination thereof  receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of Warrant Shares for which
this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 6.




(c)           The
above provisions of this Section 7 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, or conveyances.




(d)           In
case any event shall occur as to which the other provisions of Section 6(a),
7(a) or 7(b) are not strictly applicable but as to which the failure to make any
adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principals of the
adjustments set forth in this Section 7 then, in each such case, the Board of
Directors shall in good faith determine the adjustment, if any, on a basis
consistent with the essential intent and principals established herein,
necessary to preserve the purchase rights represented by the
Warrant.  Upon such determination, the Company will promptly mail a
copy thereof to the Holder of this Warrant and shall make the adjustments
described therein.




8.         
  In case at any time the Company shall propose:




(a)           to
pay any dividend or make any distribution on Warrant Shares in shares of capital
stock of the Company or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Warrant Shares;
or




(b)           to
issue any rights, warrants, or other securities to all holders of Warrant Shares
entitling them to purchase any additional shares of capital stock of the Company
or any other rights, warrants, or other securities; or




(c)           to
effect any reclassification or change of outstanding Warrant Securities or any
consolidation, merger, sale, lease, or conveyance of property, as described in
Section 87 or




(d)           to
effect any liquidation, dissolution, or winding-up of the Company;
or


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(e)           to
take any other action that would cause an adjustment to the Exercise Price per
Warrant Share;




then, and
in any one or more of such cases, the Company shall give written notice thereof
by registered or certified mail, postage prepaid, to the Holder at the Holder's
address as it shall appear in the Warrant Register, mailed at least fifteen (15)
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding Warrant Shares, consolidation,
merger, sale, lease, conveyance of property, liquidation, dissolution, or
winding-up is expected to become effective and the date as of which it is
expected that holders of record of Warrant Shares shall be entitled to exchange
their shares for securities or other property, if any, deliverable upon such
reclassification, change of outstanding shares, consolidation, merger, sale,
lease, conveyance of property, liquidation, dissolution, or winding-up, or (iii)
the date of such action which would require an adjustment to the Exercise Price
per Warrant Share.




9.           
The issuance of any shares or other securities upon the exercise of this Warrant
and the issuance and delivery of certificates or other instruments representing
such shares or other securities shall be made without charge to the Holder for
any tax or other charge in respect of such issuance, including but not limited
to all federal and state taxes (other than taxes on income of the Holder),
documentary taxes, stamp taxes, if any, and other governmental charges that may
be imposed in connection therewith.  The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder, and the Company shall not be required to issue or deliver any
such certificate unless and until the person or persons requesting the issue
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.




10.           The
Warrant Shares issued on exercise of the Warrants shall be subject to a stop
transfer order and the certificate or certificates representing the Warrant
Shares shall bear the following legend:




THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE DISPOSED OF IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.


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11.           Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction,
or mutilation of any Warrant (and upon surrender of any Warrant if mutilated),
and upon receipt by the Company of reasonably satisfactory indemnification, the
Company shall execute and deliver to the Holder thereof a new Warrant of like
date, tenor, and denomination.




12.           The
Holder of any Warrant shall not have, solely on account of such status, any
rights of a stockholder of the Company, either at law or in equity, or to any
notice of meetings of stockholders or of any other proceedings of the Company,
except as provided in this Warrant.




13.           All
notices under this Agreement must be in writing and addressed, if to the
Company, to its manager.  Any notice or other communication in
connection with this Agreement shall be deemed to have been given (i) if
personally delivered to a party, when so delivered, (ii) (A) if by certified
mail, three business days after mailing or (B) if by Federal Express or other
recognized next day carrier timely posted for next business day delivery, the
next business day following such timely posting, to the address of such party
set forth in the preamble to this Agreement (or to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 13), or (iii) if by facsimile, once transmitted (provided that the
appropriate answer back or telephonic confirmation is received), if to the
Company at OncoVista Innovative Therapies, Inc., 14785 Omicron Drive, Suite 104,
San Antonio, Texas 78245, and if to the Holder, at the address set forth in the
Warrant Register.  Either party may change the address or facsimile
number to which notices or other communications hereunder are to be delivered by
giving the other party notice in the manner set forth.




14.           This
Warrant shall be construed in accordance with the laws of the State of New York
applicable to contracts made and performed within such State, without regard to
principles of conflicts of law.   The Holder and the Company
irrevocably consent to the jurisdiction of the courts of the State of New York
and of any federal court, in each case located in the City of New York, New
York, in connection with any action or proceeding arising out of, or relating
to, this Warrant, any document or instrument delivered pursuant to, in
connection with, or simultaneously with, this Warrant, or a breach of this
Warrant or any such document or instrument. In any such action or proceeding,
the Holder or the Company, as applicable, waives personal service of any
summons, complaint, or other process and agrees that service thereof may be made
in accordance with Section 13 of this Warrant.  Within 30 days after
such service, or such other time as may be mutually agreed upon in writing by
the attorneys for the parties to such action or proceeding, the Company shall
appear to answer such summons, complaint, or other process.  Should
the Company so served fail to appear or answer within such 30-day period or such
extended period, as the case may be, the Company shall be deemed in default and
judgment may be entered against the Company for the amount as demanded in any
summons, complaint, or other process so served.  Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such
court.  Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.


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15.           This
Warrant may not be amended or modified in any manner nor may any of its
provisions be waived except by written amendment executed by the Company and the
Holder.  A waiver, modification or amendment by a party shall only be
effective if (a) it is in writing and signed by the parties, (b) it specifically
refers to this Warrant and (c) it specifically states that the party, as the
case may be, is waiving, modifying or amending its rights
hereunder.  Any such amendment, modification or waiver shall be
effective only in the specific instance and for the specific purpose for which
it was given.




16.           The
covenants and provisions of this Warrant shall inure to the benefit of and be
binding upon the permitted successors and assigns of the parties.




17.           The
descriptive headings of the several paragraphs of this Warrant are inserted for
purposes of reference only, and shall not affect the meaning or construction of
any of the provisions of this Warrant.




18.           If
any one or more of the provisions contained in this Warrant is for any reason
(i) objected to, contested or challenged by any court, government authority,
agency, department, commission or instrumentality of the United States or any
state or political subdivision thereof, or any securities industry
self-regulatory organization (collectively, “Governmental Authority”), or (ii)
held to be invalid, illegal or unenforceable in any respect, the Company and the
Holder agree to negotiate in good faith to modify such objected to, contested,
challenged, invalid, illegal or unenforceable provision. It is the intention of
the Company and the Holder that there shall be substituted for such objected to,
contested, challenged, invalid, illegal or unenforceable provision a provision
as similar to such provision as may be possible and yet be acceptable to any
objecting Governmental Authority and be valid, legal and enforceable. Further,
should any provisions of this Warrant ever be reformed or rewritten by a
judicial body, those provisions as rewritten will be binding, but only in that
jurisdiction, on the Holder and the Company as if contained in the original
Warrant.  The invalidity, illegality or unenforceability of any one or
more provisions of this Warrant will not affect the validity and enforceability
of any other provisions of this Warrant.




19.           This
Warrant may be executed in any number of counterparts, including by facsimile,
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.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


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IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first above
written.





Dated:
__________________





ONCOVISTA
      INNOVATIVE THERAPIES, INC.By:Name:
      Alexander L. Weis, Ph.D.Title:
      Chairman of the Board ofDirectors,
      President, and ChiefExecutive
      Officer





[Seal]




_____________________________


Secretary


Signature
Page – Warrant








FORM
OF ASSIGNMENT





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




FOR VALUE
RECEIVED, ______________________ hereby sells, assigns, and transfers unto
_________________ a Warrant to purchase __________ Warrant Shares (as defined
herein) of OncoVista Innovative Therapies, Inc., a Nevada corporation, and does
hereby irrevocably constitute and appoint ____________________________, attorney
to transfer such Warrant on the books of the Company, with full power of
substitution.





Dated:
_________________





Signature_______________________





NOTICE




The
signature on the foregoing Assignment must correspond to the name as written
upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.


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EXHIBIT
I


ELECTION
TO EXERCISE





To:          OncoVista
Innovative Therapies, Inc.





The
undersigned hereby exercises its rights to purchase ___________ Warrant Shares
(as defined herein) of OncoVista Innovative Therapies, Inc., a Nevada
corporation (the “Company”), covered by the
within Warrant.  The undersigned hereby elects to exercise such rights
by tendering herewith payment herewith in the amount of $____________ in
accordance with the terms thereof,  and requests that certificates for
the securities constituting such Warrant Shares be issued in the name of, and
delivered to:





(Print
Name, Address, and Social Security


or Tax
Identification Number)





and, if
such number of shares of Common Stock shall not constitute all such shares of
Common Stock covered by the within Warrant, that a new Warrant for the balance
of the shares of Common Stock covered by the within Warrant shall be registered
in the name of, and delivered to, the undersigned at the address stated
below.





Dated:_____________________
              
              Name___________________________________________(Print)Address:(Signature)


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EXHIBIT
II





ELECTION
TO PURCHASE




The
undersigned hereby irrevocably elects to exercise Warrants represented by this
Warrant and to purchase the shares of Common Stock or other securities issuable
upon the exercise of said Warrants, and requests that Certificates for such
shares be issued and delivered as follows:




ISSUE
      TO:(Name)(Address,
      Including Zip Code)(Social
      Security or Tax Identification Number)DELIVER TO:(Name)(Address,
      Including Zip
Code)







In
payment of the purchase price with respect to this Warrant exercised, the
undersigned hereby elects to pay such purchase price using a cashless
exercise.  If the number of Warrant Shares hereby exercised is fewer
than all the Warrant Shares represented by this Warrant, the undersigned
requests that a new Warrant representing the number of full Warrant Shares not
exercised to be issued and delivered as set forth below:




Name
      of Holder or Assignee:(Please
      Print)





Address:





Signature:
___________________________________                        
DATED: _____________________, 200__


(Signature
must conform in all respects to name of holder as specified on the fact of this
Warrant)




Signature Guaranteed:


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