Exhibit 10.3





NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS
SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES




COMMON STOCK PURCHASE WARRANT





 


To Purchase __________ Shares of Common Stock of


DDS Technologies USA, Inc.


                THIS COMMON STOCK PURCHASE WARRANT (the "Warrant")
CERTIFIES that, for value received, _____________ (the "Holder"), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after May 28, 2004 (the "Initial
Exercise Date") and on or prior to the close of business on May 27, 2007
(the "Termination Date") but not thereafter, to subscribe for and
purchase from DDS Technologies USA, Inc., a corporation incorporated in the
State of Nevada (the "Company"), up to ____________ shares (the "Warrant
Shares") of Common Stock, par value $0.0001 per share, of the Company (the "Common
Stock"). The purchase price of one share of Common Stock (the "Exercise
Price") under this Warrant shall be $3.75, subject to adjustment
hereunder. The Exercise Price and the number of Warrant Shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein. 
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in that certain Securities Purchase Agreement (the "Purchase
Agreement"), dated May 28, 2004, between the Company and the purchasers
signatory thereto.

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        1.     Title to Warrant. Prior to the Termination Date and subject
to compliance with applicable laws and Section 7 of this Warrant, this Warrant
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.


        2.     Authorization of Shares. The Company covenants that all
Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


        3.     Exercise of Warrant. 


                (a)     Exercise of the purchase rights represented by this Warrant may be
made at any time or times on or after the Initial Exercise Date and on or before
the Termination Date by the surrender of this Warrant and the Notice of Exercise
Form annexed hereto duly executed, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of such Holder appearing on the books of the
Company) and upon payment of the Exercise Price of the shares thereby purchased
by wire transfer or cashier's check drawn on a United States bank or by means of
a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to
receive a certificate for the number of Warrant Shares so purchased.
Certificates for shares purchased hereunder shall be delivered to the Holder
within three (3) Trading Days after the date on which this Warrant shall have
been exercised as aforesaid. This Warrant shall be deemed to have been exercised
and such certificate or certificates shall be deemed to have been issued, and
the Holder or any other person so designated to be named therein shall be deemed
to have become a holder of record of such shares for all purposes, as of the
date the Warrant has been exercised by payment to the Company of the Exercise
Price and all taxes required to be paid by the Holder, if any, pursuant to
Section 5 prior to the issuance of such shares, have been paid. If the Company
fails to deliver to the Holder a certificate or certificates representing the
Warrant Shares pursuant to this Section 3(a) by the close of business on the
third Trading Day after the date of exercise, then the Holder will have the
right to rescind such exercise. In addition to any other rights available to the
Holder, if the Company fails to deliver to the Holder a certificate or
certificates representing the Warrant Shares pursuant to an exercise by the
close of business on the eighth Trading Day after the date of exercise, and if
after such eighth Trading Day the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a "Buy-In"), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (B) the price at which the sell
order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to
the Holder the number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In, together with applicable confirmations
and other evidence reasonably requested by the Company. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to
timely deliver certificates representing shares of Common Stock upon exercise of
the Warrant as required pursuant to the terms hereof.

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                (b)     If this Warrant shall have been exercised in part, the Company
shall, at the time of delivery of the certificate or certificates representing
Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant. 


                (c)     The Company shall not effect any exercise of this Warrant, and the
Holder shall not have the right to exercise any portion of this Warrant,
pursuant to Section 3(a) or otherwise, to the extent that after giving effect to
such issuance after exercise, the Holder (together with the Holder's
Affiliates), as set forth on the applicable Notice of Exercise, would
beneficially own in excess of 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to such issuance.  For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (A) exercise of the
remaining, nonexercised portion of this Warrant beneficially owned by the Holder
or any of its Affiliates and (B) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without
limitation, any other Warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates.  Except as set forth in the preceding
sentence, for purposes of this Section 3(c), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act. For purposes of
this Section 3(c), in determining the number of outstanding shares of Common
Stock, the Holder may rely on the number of outstanding shares of Common Stock
as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the
case may be, (y) a more recent public announcement by the Company or (z) any
other notice by the Company or the Company's Transfer Agent setting forth the
number of shares of Common Stock outstanding.  Upon the written or oral
request of the Holder, the Company shall within two Trading Days confirm orally
and in writing to the Holder the number of shares of Common Stock then
outstanding.  In any case, the number of outstanding shares of Company
Common Stock shall be determined after giving effect to the conversion or
exercise of securities of the Company, including this Warrant, by the Holder or
its Affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. The provisions of this Section 3(c) may be waived by
the Holder upon, at the election of the Holder, not less than 61 days' prior
notice to the Company, and the provisions of this Section 3(c) shall continue to
apply until such 61st day (or such later date, as determined by the
Holder, as may be specified in such notice of waiver).

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                (d)     If, but only if, at any time after one year from the date of
issuance of this Warrant there is no effective Registration Statement
registering the resale of the Warrant Shares by the Holder, this Warrant may
also be exercised at such time by means of a "cashless exercise" in which the
Holder shall be entitled to receive a certificate for the number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

                                                                        
                                                                                       
                                                                        (A) =
                                                                        the
                                                                        Closing
                                                                        Price on
                                                                        the
                                                                        Trading
                                                                        Day
                                                                        preceding
                                                                        the date
                                                                        of such
                                                                        election;

                                                                        
                                                                                       
                                                                        (B) =
                                                                        the
                                                                        Exercise
                                                                        Price of
                                                                        the
                                                                        Warrants,
                                                                        as
                                                                        adjusted;
                                                                        and 

                                                                        
                                                                                       
                                                                        (X) =
                                                                        the
                                                                        number
                                                                        of
                                                                        Warrant
                                                                        Shares
                                                                        issuable
                                                                        upon
                                                                        exercise
                                                                        of the
                                                                        Warrants
                                                                        in
                                                                        accordance
                                                                        with the
                                                                        terms of
                                                                        this
                                                                        Warrant.


                                                                        

                                                            
                                                
                                    
                        
            


        4.     No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.


        5.     Charges, Taxes and Expenses. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in
the event certificates for Warrant Shares are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.


        6    . Closing of Books. The Company will not close its stockholder
books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


        7.     Transfer, Division and Combination. 


                (a)     Subject to compliance with any applicable securities laws and the
conditions set forth in Sections 1 and 7(e) hereof and to the provisions of
Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are
transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or
its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued. 

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                (b)     This Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to
compliance with Section 7(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.


                (c)     The Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.


                (d)     The Company agrees to maintain, at its aforesaid office, books for
the registration and the registration of transfer of the Warrants.


                (e)     If, at the time of the surrender of this Warrant
in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable
state securities or blue sky laws, the Company may require, as a condition of
allowing such transfer (i) that the Holder or transferee of this Warrant, as the
case may be, furnish to the Company a written opinion of counsel (which opinion
shall be in form, substance and scope customary for opinions of counsel in
comparable transactions) to the effect that such transfer may be made without
registration under the Securities Act and under applicable
state securities or blue sky laws, (ii) that the holder or transferee execute
and deliver to the Company an investment letter in form and substance acceptable
to the Company and (iii) that the transferee be an "accredited investor" as
defined in Rule 501(a) promulgated under the Securities Act.


        8.     No Rights as Shareholder until Exercise. This Warrant does
not entitle the Holder to any voting rights or other rights as a shareholder of
the Company prior to the exercise hereof. Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price (or by means of a cashless
exercise), the Warrant Shares so purchased shall be and be deemed to be issued
to such Holder as the record owner of such shares as of the close of business on
the later of the date of such surrender or payment.


        9.     Loss, Theft, Destruction or Mutilation of Warrant. The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond),
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.

5


        10.     Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal holiday.


        11.     Adjustments of Exercise Price and Number of Warrant Shares.


                (a)     Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the happening of any of the
following. In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue any shares
of its capital stock in a reclassification of the Common Stock, then the number
of Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which it
would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof. Upon each such adjustment of the kind and number
of Warrant Shares or other securities of the Company which are purchasable
hereunder, the Holder shall thereafter be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing by the number of Warrant Shares or other securities of the Company
resulting from such adjustment. An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.


                (b)     Anti-Dilution Provisions. From the Initial Exercise Date
until the 30th day following the Effective Date, the Exercise Price
and the number of Warrant Shares issuable hereunder and for which this Warrant
is then exercisable pursuant to Section 1 hereof shall be subject to adjustment
from time to time as provided in this Section 11(b). In the event that any
adjustment of the Exercise Price as required herein results in a fraction of a
cent, such Exercise Price shall be rounded up or down to the nearest cent.

	 	(i)	Adjustment of Exercise
                        Price. If and whenever the Company issues or sells,
                        or in accordance with Section 8(b) hereof is deemed to
                        have issued or sold, any shares of Common Stock for a
                        consideration per share less than the then Exercise
                        Price (such lower price, the "Base Share Price"
                        and such issuances collectively, a "Dilutive Issuance"),
                        then, the Exercise Price shall be reduced to equal the
                        Base Share Price, provided, that for purposes
                        hereof, all shares of Common Stock that are issuable
                        upon conversion, exercise or exchange of warrants,
                        options or convertible debentures or preferred stock
                        ("Capital Share Equivalents") shall be deemed
                        outstanding immediately after the issuance of such
                        Common Stock. Such adjustment shall be made whenever
                        such shares of Common Stock or Capital Share Equivalents
                        are issued.


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	 	(ii)	Effect on
                        Exercise Price of Certain Events. For purposes of
                        determining the adjusted Exercise Price under Section
                        11(b) hereof, the following will be applicable:
	 	 	 	 
	 	 	(A)	Issuance of Rights or Options. If
                        the Company in any manner issues or grants any warrants,
                        rights or options, whether or not immediately
                        exercisable, to subscribe for or to purchase Common
                        Stock or other securities exercisable, convertible into
                        or exchangeable for Common Stock ("Convertible
                        Securities") (such warrants, rights and options to
                        purchase Common Stock or Convertible Securities are
                        hereinafter referred to as "Options") and the
                        effective price per share for which Common Stock is
                        issuable upon the exercise of such Options is less than
                        the Exercise Price ("Below Base Price Options"),
                        then the maximum total number of shares of Common Stock
                        issuable upon the exercise of all such Below Base Price
                        Options (assuming full exercise, conversion or exchange
                        of Convertible Securities, if applicable) will, as of
                        the date of the issuance or grant of such Below Base
                        Price Options, be deemed to be outstanding and to have
                        been issued and sold by the Company for such price per
                        share and the maximum consideration payable to the
                        Company upon such exercise (assuming full exercise,
                        conversion or exchange of Convertible Securities, if
                        applicable) will be deemed to have been received by the
                        Company. For purposes of the preceding sentence, the
                        "effective price per share for which Common Stock is
                        issuable upon the exercise of such Below Base Price
                        Options" is determined by dividing (i) the total amount,
                        if any, received or receivable by the Company as
                        consideration for the issuance or granting of all such
                        Below Base Price Options, plus the minimum aggregate
                        amount of additional consideration, if any, payable to
                        the Company upon the exercise of all such Below Base
                        Price Options, plus, in the case of Convertible
                        Securities issuable upon the exercise of such Below Base
                        Price Options, the minimum aggregate amount of
                        additional consideration payable upon the exercise,
                        conversion or exchange thereof at the time such
                        Convertible Securities first become exercisable,
                        convertible or exchangeable, by (ii) the maximum total
                        number of shares of Common Stock issuable upon the
                        exercise of all such Below Base Price Options (assuming
                        full conversion of Convertible Securities, if
                        applicable). No further adjustment to the Exercise Price
                        will be made upon the actual issuance of such Common
                        Stock upon the exercise of such Below Base Price Options
                        or upon the exercise, conversion or exchange of
                        Convertible Securities issuable upon exercise of such
                        Below Base Price Options. 


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	 	 	(B)	Issuance of Convertible Securities.
                        If the Company in any manner issues or sells any
                        Convertible Securities, whether or not immediately
                        convertible (other than where the same are issuable upon
                        the exercise of Options) and the effective price per
                        share for which Common Stock is issuable upon such
                        exercise, conversion or exchange is less than the
                        Exercise Price, then the maximum total number of shares
                        of Common Stock issuable upon the exercise, conversion
                        or exchange of all such Convertible Securities will, as
                        of the date of the issuance of such Convertible
                        Securities, be deemed to be outstanding and to have been
                        issued and sold by the Company for such price per share
                        and the maximum consideration payable to the Company
                        upon such exercise (assuming full exercise, conversion
                        or exchange of Convertible Securities, if applicable)
                        will be deemed to have been received by the Company. For
                        the purposes of the preceding sentence, the "effective
                        price per share for which Common Stock is issuable upon
                        such exercise, conversion or exchange" is determined by
                        dividing (i) the total amount, if any, received or
                        receivable by the Company as consideration for the
                        issuance or sale of all such Convertible Securities,
                        plus the minimum aggregate amount of additional
                        consideration, if any, payable to the Company upon the
                        exercise, conversion or exchange thereof at the time
                        such Convertible Securities first become exercisable,
                        convertible or exchangeable, by (ii) the maximum total
                        number of shares of Common Stock issuable upon the
                        exercise, conversion or exchange of all such Convertible
                        Securities. No further adjustment to the Exercise Price
                        will be made upon the actual issuance of such Common
                        Stock upon exercise, conversion or exchange of such
                        Convertible Securities.
	 	 	 	 
	 	 	(C)	Change in Option Price or Conversion
                        Rate. If there is a change at any time in (i) the
                        amount of additional consideration payable to the
                        Company upon the exercise of any Options; (ii) the
                        amount of additional consideration, if any, payable to
                        the Company upon the exercise, conversion or exchange of
                        any Convertible Securities; or (iii) the rate at which
                        any Convertible Securities are convertible into or
                        exchangeable for Common Stock (in each such case, other
                        than under or by reason of provisions designed to
                        protect against dilution), the Exercise Price in effect
                        at the time of such change will be readjusted to the
                        Exercise Price which would have been in effect at such
                        time had such Options or Convertible Securities still
                        outstanding provided for such changed additional
                        consideration or changed conversion rate, as the case
                        may be, at the time initially granted, issued or sold.


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	 	 	(D)	Calculation of Consideration Received.
                        If any Common Stock, Options or Convertible Securities
                        are issued, granted or sold for cash, the consideration
                        received therefor for purposes of this Warrant will be
                        the amount received by the Company therefor, before
                        deduction of reasonable commissions, underwriting
                        discounts or allowances or other reasonable expenses
                        paid or incurred by the Company in connection with such
                        issuance, grant or sale. In case any Common Stock,
                        Options or Convertible Securities are issued or sold for
                        a consideration part or all of which shall be other than
                        cash, the amount of the consideration other than cash
                        received by the Company will be the fair market value of
                        such consideration, except where such consideration
                        consists of securities, in which case the amount of
                        consideration received by the Company will be the fair
                        market value (closing bid price, if traded on any
                        market) thereof as of the date of receipt. In case any
                        Common Stock, Options or Convertible Securities are
                        issued in connection with any merger or consolidation in
                        which the Company is the surviving corporation, the
                        amount of consideration therefor will be deemed to be
                        the fair market value of such portion of the net assets
                        and business of the non-surviving corporation as is
                        attributable to such Common Stock, Options or
                        Convertible Securities, as the case may be. The fair
                        market value of any consideration other than cash or
                        securities will be determined in good faith by an
                        investment banker or other appropriate expert of
                        national reputation selected by the Company and
                        reasonably acceptable to the holder hereof, with the
                        costs of such appraisal to be borne by the Company.
	 	 	 	 
	 	 	(E)	Exceptions to Adjustment of Exercise
                        Price. Notwithstanding anything to the contrary
                        herein, this Section 11(b) shall not apply to the
                        following (1) the granting of options to employees,
                        officers and directors of the Company pursuant to any
                        stock option plan duly adopted by a majority of the
                        non-employee members of the Board of Directors of the
                        Company or a majority of the members of a committee of
                        non-employee directors established for such purpose, or
                        (2) the exercise of any security issued by the Company
                        in connection with the offer and sale of this Company's
                        securities pursuant to the Purchase Agreement, or (3)
                        the exercise of or conversion of any convertible
                        securities, options or warrants issued and outstanding
                        on the date hereof, provided such securities have not
                        been amended since the date hereof, or (4) acquisitions
                        or strategic investments, the primary purpose of which
                        is not to raise capital. (e) the one-time issuance of
                        Common Stock or Common Stock Equivalents for an
                        aggregate purchase price of up to [$10,000,000] less the
                        aggregate Subscription Amounts raised pursuant to the
                        Purchase Agreement.


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	 	(iii)	Minimum Adjustment of
                        Exercise Price. No adjustment of the Exercise Price
                        shall be made in an amount of less than 1% of the
                        Exercise Price in effect at the time such adjustment is
                        otherwise required to be made, but any such lesser
                        adjustment shall be carried forward and shall be made at
                        the time and together with the next subsequent
                        adjustment which, together with any adjustments so
                        carried forward, shall amount to not less than 1% of
                        such Exercise Price. 



        12.     Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common
Stock of the Company, then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the number of shares of Common Stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets. 

10


        13.     Voluntary Adjustment by the Company. The Company may at any
time during the term of this Warrant reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.


        14.     Notice of Adjustment. Whenever the number of Warrant Shares
or number or kind of securities or other property purchasable upon the exercise
of this Warrant or the Exercise Price is adjusted, as herein provided, the
Company shall give notice thereof to the Holder, which notice shall state the
number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.


        15.     Notice of Corporate Action. If at any time:


                (a)     the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend or other distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property, or to receive
any other right, or


                (b)     there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation or,


                (c)     there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i)
at least 10 days' prior written notice of the date on which a record date shall
be selected for such dividend, distribution or right or for determining rights
to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

11


        16.     Authorized Shares. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this
Warrant. 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 Shares 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 Common Stock may be listed. 

                Except and to the extent as waived or consented to by the
Holder, 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, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or 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 Holder
as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (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 Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


        17.     Miscellaneous.


                (a)     Jurisdiction. This Warrant shall constitute a contract
under the laws of New York, without regard to its conflict of law, principles or
rules.


                (b)     Restrictions. The Holder acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

12


                (c)     Nonwaiver and Expenses. No course of dealing or any delay
or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder's rights, powers or
remedies, notwithstanding all rights hereunder terminate on the Termination
Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the
Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys' fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.


                (d)     Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder by the Company shall be
delivered in accordance with the notice provisions of the Purchase Agreement;
provided upon any permitted assignment of this Warrant, the assignee shall
promptly provide the Company with its contact information.


                (e)     Limitation of Liability. No provision hereof, in the
absence of any affirmative action by Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder,
shall give rise to any liability of Holder for the purchase price of any Common
Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


                (f)     Remedies. Holder, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


                (g)     Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant Shares.


                (h)     Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.


                (i)     Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.


                (j)     Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

********************

13

        IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.



Dated: May ___, 2004



	 	
DDS TECHNOLOGIES USA, INC.

                        
	 	


                        
	 	By: 	
 

                        
	 	Name:

                        Title:






14


NOTICE OF EXERCISE




To:     DDS Technologies USA, Inc.



               
(1)    The undersigned hereby elects to purchase ________ Warrant
Shares of DDS Technologies USA, Inc. pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.

               
(2)        Payment shall take the form of (check applicable box):

                                                                        
                                                                                                   
                                                                        [ ] in
                                                                        lawful
                                                                        money of
                                                                        the
                                                                        United
                                                                        States;
                                                                        or

                                                                        
                                                                                                   
                                                                        [ ] the
                                                                        cancellation
                                                                        of such
                                                                        number
                                                                        of
                                                                        Warrant
                                                                        Shares
                                                                        as is
                                                                        necessary,
                                                                        in
                                                                        accordance
                                                                        

                            with the
                                                                        formula
                                                                        set
                                                                        forth in
                                                                        subsection
                                                                        3(d), to
                                                                        exercise
                                                                        this
                                                                        Warrant
                                                                        with
                                                                        respect
                                                                        to 

                            the
                                                                        maximum
                                                                        number
                                                                        of
                                                                        Warrant
                                                                        Shares
                                                                        purchasable
                                                                        pursuant
                                                                        to the
                                                                        cashless
                                                                        exercise
                                                                        

                            procedure
                                                                        set
                                                                        forth in
                                                                        subsection
                                                                        3(d).

               
(3)      Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                            _______________________________





The Warrant Shares shall be delivered to the following:



                            _______________________________



                            _______________________________



                            _______________________________



                (4)     Accredited Investor. The undersigned is an
"accredited investor" as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.



	 	
[PURCHASER]

                        
	 	


                        
	 	
 

                        
	 	
By: ______________________________

                        
	 	 	
Name:

                        
	 	 	
Title:

                        
	 	


                        
	 	
Dated: ________________________

                        




 

 

 

 


ASSIGNMENT FORM




(To assign the foregoing warrant, execute

this form and supply required information. 

Do not use this form to exercise the warrant.)



 

                FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to



_______________________________________________ whose address
is




_______________________________________________________________.



 

 


_______________________________________________________________



                                                                                        Dated: ______________, _______



 

                                Holder's Signature: _____________________________



                                Holder's Address: _____________________________



                                                            _____________________________



 

Signature Guaranteed:
___________________________________________



NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.