EXHIBIT
      10.3

    


    Form
      of
      Warrant to purchase 1,500,000 shares of iDNA’s Common Stock, issued by iDNA,
      Inc. to Silar Advisors, L.P. on November 21, 2007


    
      
        
        

      

      
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    THIS
      WARRANT AND THE SHARES OF EQUITY SECURITIES THAT MAY BE PURCHASED PURSUANT
      TO
      THE EXERCISE OF THIS WARRANT HAVE BEEN OR WILL BE ACQUIRED SOLELY FOR INVESTMENT
      AND HAVE NOT BEEN AND WILL NOT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND
      SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT
      FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF
      ANY
      APPLICABLE STATE SECURITIES LAW. 

     

    iDNA,
      INC.

    COMMON
      STOCK PURCHASE WARRANT

     

     

    Date:
      November 21, 2007

     

    THIS
      CERTIFIES THAT, for value received, SILAR ADVISORS, L.P., a limited partnership
      organized under the laws of the State of Delaware (together with its permitted
      assignees, the “Holder”),
      is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      to
      subscribe for and purchase (subject to Section
      1
      hereof)
      1,500,000 shares (as the same may be adjusted from time to time as provided
      herein, the “Shares”)
      of the
      fully paid and nonassessable Common Stock, par value $0.05 per share (the
“Common
      Stock”),
      of
      iDNA, Inc., a Delaware corporation (together with any successor in interest,
      the
“Company”),
      at an
      exercise price per Share equal to twenty-seven cents ($0.27) (as the same may
      be
      adjusted from time to time as provided herein, the “Exercise
      Price”).
      The
      number of Shares with respect to which this Warrant has not been exercised
      is
      hereinafter referred to as the “Remaining
      Shares”. 

     

    1. Expiration
      of Warrant.
      This
      Warrant shall expire and shall no longer be exercisable after 5:00 p.m., New
      York time, on the fifth (5th)
      anniversary of the date hereof (such time on such fifth (5th)
      anniversary, the “Expiration
      Time”).
      The
      Company shall give the Holder written notice at least twenty (20) days prior
      to
      the consummation of any of following (each, a “Liquidation
      Event”)
      (a)
      the
      closing of the sale, lease or transfer or other disposition, in a single
      transaction or series of related transactions, of all or substantially all
      of
      the assets of the Company and its subsidiaries, taken as a whole, or (b) the
      closing of the acquisition of the Company by another entity by means of merger,
      consolidation or other transaction or series of related transactions
      pursuant to which the Company is not the surviving entity, resulting in the
      transfer or exchange of the outstanding shares of the Company's capital stock
      such that the
      stockholders of the Company prior to such transaction own, directly or
      indirectly, less than 50% of the voting power of the surviving entity.
For
      a
      period of fifteen (15) days following receipt of such notice, but in any event
      prior to the Expiration Time, the Holder shall have the right (exercisable
      by
      notice given to the Company) to have the Company (subject to the Company being
      legally entitled to do so) purchase some or all of this Warrant at a price
      determined by application of the Black-Scholes criteria for valuing this
      Warrant, assuming a volatility of the underlying Shares not to exceed 60. The
      Company shall (subject to the Company being legally entitled to do so), within
      ten (10) days of receipt of such notice, purchase all or a portion of the
      Warrant as so indicated in such notice to the Company. If and to the extent
      the
      Holder does not exercise its right to have the Company purchase some or all
      of
      this Warrant and if the Liquidation Event is the one described in clause (b)
      above, then, as a part of such merger or consolidation, lawful provision shall
      be made so that the Holder shall thereafter be entitled to receive upon the
      exercise of this Warrant, during the period specified herein and upon payment
      of
      the aggregate Exercise Price then in effect, the number of shares of stock
      or
      other securities or property of the successor corporation or other entity
      resulting from such merger or consolidation to which a holder of the stock
      deliverable upon exercise of this Warrant would have been entitled in such
      merger or consolidation if this Warrant had been exercised immediately before
      such merger or consolidation. In any such case, appropriate adjustment shall
      be
      made in the application of the provisions of this Warrant with respect to the
      rights and interests of the Holder after the merger or
      consolidation.


    
      
        
        

      

      
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    2. Exercise
      of Warrant.

     

    (a) General.
      Subject
      to Section
      1
      hereof,
      this Warrant may be exercised by the Holder, as to the whole or any lesser
      number of the Shares covered hereby, upon surrender of this Warrant to the
      Company at its principal executive office together with the Notice of Exercise
      attached hereto as Exhibit
      A,
      duly
      completed and executed by the Holder, and payment to the Company of the
      aggregate Exercise Price, subject to adjustments as described in Section
      7
      hereof,
      for the Shares to be purchased, with such payment to be in the form of (i)
      a
      certified check or bank money order made payable to the Company (subject to
      collection), (ii) wire transfer according to the Company’s instructions or (iii)
      any combination of (i) and (ii). The exercise of this Warrant shall be deemed
      to
      have been effected on the day on which the Holder surrenders this Warrant to
      the
      Company and satisfies all of the requirements of this Section
      2.
      Upon
      such exercise, the Holder will be deemed a stockholder of record of those Shares
      for which this Warrant has been exercised, with all rights of a stockholder
      (including, without limitation, all voting rights with respect to such Shares
      and all rights to receive any dividends with respect to such Shares). If this
      Warrant shall have been exercised only in part, the Company shall, promptly
      (and
      in any event within ten (10) Business Days (with the term "Business
      Day"
      meaning
      any day, other than a Saturday or Sunday or legal holiday, that banks in New
      York City are required to be open for business)) following its receipt of this
      Warrant surrendered for exercise as contemplated herein, deliver to the Holder
      a
      new Warrant evidencing the right to purchase the Remaining Shares called for
      by
      this Warrant, which new Warrant shall in all other respects be identical with
      this Warrant, or at the election of the Company, appropriate notations may
      be
      made on this Warrant, which shall then be returned to the Holder. The Company
      shall pay all expenses, transfer taxes and other direct charges payable in
      connection with the preparation, issuance and delivery of share certificates
      issuable upon the exercise of this Warrant and any new Warrant, except that,
      if
      share certificates or a new Warrant shall be registered in a name or names
      other
      than the name of the registered Holder hereof, funds sufficient to pay all
      transfer taxes, if any, payable as a result of such transfer shall be paid
      by
      the Holder at the time of delivering the aforementioned Notice of Exercise
      or
      promptly upon receipt of a written request of the Company for
      payment.


    
      
        
        

      

      
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    (b) Stock
      Certificates.
      In the
      event of any exercise of the rights represented by this Warrant, certificates
      for the Shares so purchased shall be delivered to the Holder within a reasonable
      time, but in no event later than ten (10) Business Days, after the exercise
      date
      of this Warrant.

     

    3. Cashless
      Exercise.
      In lieu
      of exercising this Warrant pursuant to Section
      2
      hereof,
      the Holder may elect to receive, without the payment by the Holder of any
      additional consideration, Shares equal to the value of this Warrant (or the
      portion thereof being canceled) by surrender of this Warrant at the principal
      office of the Company together with notice of such election (which notice shall
      specify the number of Shares with respect to which this Warrant is being
      exercised), in which event the Company shall issue to the Holder a number of
      Shares computed using the following formula:

     

    
      	
               

            	
              Y (A - B)

            
	X = 	
                    A      

            


    

    
       

    

    Where: 

     

    X
      = The
      number of Shares to be issued to the Holder pursuant to this cashless
      exercise;

     

    Y
      = The
      number of Shares in respect of which the election is made as set forth in such
      notice;

     

    A
      = The
      fair market value of one share of the Common Stock at the time the election
      is
      made;

     

    B
      = The
      Exercise Price (as in effect on the date of the Company’s receipt of this
      Warrant surrendered for exercise and such notice (such date, the “Net
      Exercise Date”).

     

    For
      purposes of this Section
      3,
      the
      fair market value of one share of Common Stock as of a particular date shall
      be
      determined as follows: (i) if traded on a securities exchange (which, for these
      purposes, shall be deemed to include the Nasdaq Global Select Market or Nasdaq
      Global Market), the value shall be deemed to be the average of the closing
      prices of a share of Common Stock on such exchange over the thirty
      (30) day
      period ending three (3) Business Days prior to the Net Exercise Date; (ii)
      if
      traded over-the-counter, the fair market value shall be deemed to be the average
      of the closing bid or sale prices (whichever are applicable) over the thirty
      (30) day period ending three (3) Business Days prior to the Net Exercise Date;
      and (iii)
      if
      there
      is no active public market, the fair market value shall be the fair market
      value
      thereof, as determined in good faith by the Board of Directors of the
      Company.


    
      
        
        

      

      
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    4. [Reserved.] 

     

    5. Demand
      Registration.
      

     

    (a) Request
      for Registration.

     

    (i) If
      (A)
      the Company receives one or more written request(s) from Registrable Securities
      Holders (as defined below) holding at least thirty percent (30%) of the total
      number of shares of Common Stock issuable upon the exercise in full of the
      Original Warrant (as defined below), as such number of shares may have been
      adjusted as provided in the Original Warrant, (such Registrable Securities
      Holders, the “Requisite
      Holders”)
      that
      the Company effect a registration under the Securities Act of 1933, as amended,
      and the rules and regulations promulgated thereunder (collectively, the
“Securities
      Act”)
      of
      Registrable Securities (subject to the limitations and conditions set forth
      herein) and (B) such written request(s) specify the number of Registrable
      Securities such respective Registrable Securities Holders desire to have
      registered, then the Company shall promptly give notice of such request(s)
      to
      all Registrable Securities Holders at their respective addresses as they appears
      on the records of Company. Subject to the other terms and conditions hereof,
      the
      Company shall, as soon as reasonably practicable following the end of the
      Election Period (as hereinafter defined) or (if later) the end of the Tolling
      Period, use commercially reasonable efforts to effect such registration under
      the Securities Act as would permit and facilitate the sale and distribution
      of
      such Registrable Securities as are specified in such request(s) and such
      additional Registrable Securities of any other Registrable Securities Holder
      joining in such request (the “Additional
      Holders”)
      as are
      specified in a written request therefor received by the Company within a period
      (the “Election
      Period”)
      of
      thirty (30) days after such notice from the Company is sent. Such registration
      shall be made on such form of registration statement as may be selected by
      the
      Company with the consent of the Requisite Holders (which consent shall not
      be
      unreasonably withheld). 

     

    (ii) As
      used
      herein,

    


    (A)
      “Registrable
      Securities”
means
      any of the following: (a) shares of Common Stock that have been issued upon
      the
      exercise of this Warrant or any Other Warrant (where “Other
      Warrant”
means
      any warrant issued in replacement or substitution for, or upon the transfer
      or
      assignment (in whole or in part of), the Warrant originally issued on November
      21, 2007 to Silar Advisors L.P. and providing an option to purchase 1,500,000
      shares of Common Stock (such originally issued warrant, the “Original
      Warrant”)
      and
      that are held by a Registrable Securities Holder; (b) any other shares of Common
      Stock that have been issued to such Registrable Securities Holder as a dividend
      upon, or upon any stock split or similar event with respect to, any shares
      of
      Common Stock referred to in the preceding clause (a); and (c) shares of Common
      Stock that are issuable upon the exercise of this Warrant or any Other Warrant
      but have not yet been issued; provided,
      however,
      that
“Registrable Securities” shall not include any shares of Common Stock that are
      transferable under Rule 144(k) promulgated under the Securities Act of 1933,
      as
      amended, (or any successor or substitute statute, rule or regulation) or that
      have been sold or resold under any registration statement registered under
      the
      Securities Act; and


    
      
        
        

      

      
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    (B)
      “Registrable
      Securities Holder”
means
      any of the following: (a) the Holder; (b) the record holder of any Other
      Warrant; and (c) any other Person (where “Person”
means
      any individual, corporation, partnership (limited or general), limited liability
      company, trust, joint venture, association or other entity) that has been the
      record holder of any Other Warrant and that (at the relevant time) is the record
      holder of shares of Common Stock issued to such Person upon the exercise of
      such
      Other Warrant.

     

    (iii) For
      the
      purposes hereof, 

    


    (A)
      a
      Registrable Securities Holder shall be deemed to hold (a) those shares of Common
      Stock that have been issued to such Registrable Securities Holder upon the
      exercise of this Warrant or any Other Warrant, (b) those other shares of Common
      Stock that have been issued to such Registrable Securities Holder as a dividend
      upon, or upon any stock split or similar event with respect to, any shares
      of
      Common Stock referred to in the preceding clause (a) and (c) those shares of
      Common Stock that are issuable upon the exercise of this Warrant or any Other
      Warrant in the event such Registrable Securities Holder is the record holder
      of
      this Warrant or such Other Warrant; and

    


    (B)
      those
      Registrable Securities that at any time are deemed held by any Registrable
      Securities Holder shall be deemed outstanding at such time. 

     

    (iv) Notwithstanding
      anything to the contrary contained in the foregoing subsection (i), (A) if
      (1)
      the Company is engaged in confidential negotiations or other confidential
      business activities, disclosure of which would be required in such registration
      statement (but would not be required if such registration statement were not
      filed) and the Company, in its good faith judgment after due consideration,
      has
      determined that such disclosure would be materially detrimental to the Company
      and its stockholders and that it is therefore advisable to defer the filing
      of
      such registration statement or (2) the Company is planning a current offering
      of
      its securities for its own account and the Company, in its good faith judgment
      after due consideration, has determined that the filing of the requested
      registration statement on behalf of the Requisite Holders would be materially
      detrimental to the Company and its stockholders (a “Blackout
      Condition”)
      and
      that it is therefore advisable to defer the filing of such registration
      statement, and (B) the Company furnishes to the Registrable Securities Holders
      (at their respective addresses as they appear on the records of Company) a
      copy
      of resolutions of the board of directors of the Company, certified by the
      Company’s president or chief executive officer, resolving that a Blackout
      Condition exists, then the Company’s obligations hereunder to file a
      registration statement on behalf of the Requisite Holders shall be deferred
      and
      tolled for a period (a “Tolling
      Period”)
      not in
      excess of ninety (90) days (less the number of days during the previous twelve
      (12) months that the Company’s obligations hereunder to file a registration
      statement was deferred and tolled pursuant to this Section
      5(a)(iv)).
      If the
      Company, as contemplated by the foregoing, defers the filing of a registration
      statement that has been requested by the Requisite Holders, the Company shall
      not, during the period of deferral, register any shares of Common Stock (or
      any
      securities exercisable, convertible or exchangeable therefor) other than any
      registration statement on Form S-8 (or any equivalent or substitute
      form).

     

    
      
        
        

      

      
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      (v) Limitations
        on S-1 Demand Registration.
        The
        Company shall not be obligated to effect a registration pursuant to Section
        5(a)(i):

       

      (1) after
        the
        Company shall have already effected three (3) registrations on Form S-1 pursuant
        to Section
        5(a)(i);
        provided,
        that,
        except
        as provided in Section
        5(a)(vii),
        a
        registration shall not count as a requested registration pursuant to
Section
        5(a)(i)
        for
        purposes of this Section
        5(a)(v)
        (A)
        unless a registration statement with respect to Registrable Securities has
        been
        declared effective and remains effective (i) for a period of one hundred
        and
        eighty (180) days (exclusive of any period during which the sale of Registrable
        Securities covered thereby has been suspended pursuant to any stop order,
        injunction or other order or requirement of the Securities Exchange Commission
        or other governmental agency or court) or, if earlier, until withdrawn at
        the
        request of the Requisite Holders as contemplated under Section
        5(a)(vii)
        or (ii)
        if earlier, until such time (if any) as the Holder is free to resell pursuant
        to
        Rule 144(k) all of its Registrable Shares covered thereby;

       

      (2) if
        the
        aggregate purchase price of the Registrable Securities to be included in
        the
        requested registration (determined by reference to the offering price on
        the
        cover of the registration statement proposed to be filed) is less than One
        Million Dollars ($1,000,000) (with it being agreed and understood that any
        Registrable Shares that are withdrawn from registration, as contemplated
        by
Section
        5(c)
        or
        otherwise, shall not be deemed included in such registration); 

       

      (3) if
        the
        aggregate number of the Registrable Securities to be included in the
        registration proposed to be filed is less than one-third (1/3) of the total
        number of shares of Common Stock issuable upon the exercise in full of the
        Original Warrant, as such number of shares may have been adjusted as provided
        in
        the Original Warrant (with it being agreed and understood that any Registrable
        Shares that are withdrawn from registration, as contemplated by Section
        5(c)
        or
        otherwise, shall not be deemed included in such registration).


      
        
          
          

        

        
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      (vi) Form
        S-3 Rights.
        The
        registration rights under Section
        5(a)(i)
        may be
        exercised on an unlimited number of occasions on shelf registration statements
        (to the extent that shelf registration statements can be filed by the Company)
        if (a) the aggregate purchase price of the Registrable Securities to be included
        in the requested shelf registration (determined by reference to the offering
        price on the cover of the shelf registration statement proposed to be filed)
        is
        equal to or greater than One Million Dollars ($1,000,000) (with it being
        agreed
        and understood that any Registrable Shares that are withdrawn from registration,
        as contemplated by Section
        5(c)
        or
        otherwise, shall not be deemed included in such registration) and (b) the
        aggregate number of the Registrable Securities to be included in the
        registration proposed to be filed is equal to or greater than one-third (1/3)
        of
        the total number of shares of Common Stock issuable upon the exercise in
        full of
        the Original Warrant, as such number of shares may have been adjusted as
        provided in the Original Warrant (with it being agreed and understood that
        any
        Registrable Shares that are withdrawn from registration, as contemplated
        by
Section
        5(c)
        or
        otherwise, shall not be deemed included in such registration). Any shelf
        registration statement shall provide for the resale from time to time, and
        pursuant to any method or combination of methods legally available (including,
        without limitation, an underwritten offering, a direct sale to purchasers,
        a
        sale through brokers or agents or a sale over the internet), by the Registrable
        Securities Holders whose Registrable Securities are covered thereby. The
        Company
        and such Registrable Securities Holders shall comply with the applicable
        provisions of the Securities Act with respect to the disposition of all
        Registrable Securities covered by the shelf registration statement in accordance
        with the intended methods of disposition by the Registrable Securities Holders
        holding such Registrable Securities.

       

      (vii) Withdrawn
        Registration Statement.
        At any
        time after a registration statement covering Registrable Securities becomes
        effective, the Requisite Holders may request that the Company withdraw such
        registration statement. Notwithstanding the withdrawal of such registration
        statement, the requested registration contemplated to be covered thereby
        shall
        constitute a request under Section
        5(a)(i)
        for
        purposes of Section
        5(a)(v)(1).
        At any
        time before a registration statement covering Registrable Securities becomes
        effective, the Requisite Holders may request that the Company withdraw the
        registration statement. Notwithstanding the withdrawal of such registration
        statement, the requested registration contemplated to be covered thereby
        shall
        constitute a request under Section
        5(a)(i)
        for
        purposes of Section
        5(a)(v)(1)
        unless
        such request of withdrawal was caused by, or made in response to, the
        occurrence, after the request for such registration statement was made by
        the
        Requisite Holders, any event, change, circumstance or effect that is or is
        reasonably likely to be materially adverse to the business, properties, assets,
        liabilities, condition (financial or otherwise), operations, results of
        operations or prospects of the Company.


      
        
          
          

        

        
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      (viii) Priority
        in Demand Registrations.
        If a
        registration pursuant to Section
        5(a)
        involves
        an underwritten offering of Registrable Securities and the managing underwriter
        of such offering communicates to the Company in writing that, in such managing
        underwriter’s reasonable good faith opinion, the number of Registrable
        Securities requested to be included in such registration exceeds the number
        that
        can be sold in such offering without having a significant adverse effect
        on the
        price, timing or distribution of the securities offered or the market for
        securities offered, then the Company shall give notice to each Registrable
        Securities Holder who owns Registrable Securities that it has requested be
        included in such offering of such communication from such managing underwriter
        (with a copy of such communication to be included with such notice).
        Notwithstanding anything contained herein to the contrary, if a registration
        statement contemplated by this Section
        5
        covers
        or relates to any offering that is being underwritten and the lead or managing
        underwriter of such offering advises the Company that, in the opinion of
        such
        lead or managing underwriter, because of the size of such offering that would
        be
        required in order to accommodate the requests of any Registrable Securities
        Holders and other holders of shares
        of
        Common Stock
        or of
        other securities issued by the Company who have requested the inclusion of
        their
        Registrable Securities, other shares
        of
        Common Stock
        and/or
        other securities issued by the Company in such offering, the success of such
        offering would be materially and adversely affected by inclusion of all of
        such
        the Registrable Securities, other shares
        of
        Common Stock
        and/or
        other securities issued by the Company requested to be included in such
        offering, then the Company shall be required to include in such registration
        statement and such offering only the number of Registrable Securities, other
        shares
        of
        Common Stock
        and
        other securities issued by the Company recommended by such lead or managing
        underwriter, which Registrable Securities, other shares
        of
        Common Stock and
        other
        securities issued by the Company shall
        be
        allocated to and among the Registrable Securities Holders and such other
        holders
        pro rata in proportion to the number of Registrable Securities, other shares
        of
        Common Stock and
        other
        securities issued by the Company
        that
        have been timely and properly requested to be included therein. If
        the
        Registrable Securities Holders requesting registration under Section
        5(a)(i)
        are, as
        a result of the managing underwriter’s cutback pursuant to this Section
        5(a)(viii).
        unable
        to sell (y) at least ninety percent (90%) of the Registrable Securities
        requested by such Registrable Securities Holders to be included in any
        registration pursuant to Section
        5(a)(i)
        or (z)
        if less, at least Registrable Securities equal to at least one-third (1/3)
        of
        the total number of shares of Common Stock issuable upon the exercise in
        full of
        the Original Warrant, as such number of shares may have been adjusted as
        provided in the Original Warrant, then such registration shall not count
        as a
        requested registration for purposes of Section
        5(a)(v)(1)
        and the
        Company shall not be obligated to proceed with such registration or to include
        any Registrable Securities therein. 

       

      (ix) Expenses
        of Registration.
        Except
        as otherwise provided herein, the Registrable Securities Holders shall pay
        all
fees
        and
        expenses related to each registration requested under Section 5(a), including,
        but not limited to, all of the Company’s costs for attorneys’ fees and filing or
        registration fees, blue
        sky
        fees and expenses
        and
        other disbursements, underwriting fees and disbursements (including fees
        and
        expenses of counsel to the underwriters,
        fees and
        expenses of independent public accountants of the Company, and the expense
        of
        any special audits incident to or required by any such registration)
        and
        printing costs or otherwise incurred in connection with the Company’s compliance
        with its obligations under Section 5(a) (all of the foregoing, collectively,
        “Registration Expenses”). All Registration Expenses
        in
        connection with any registration requested under Section 5(a) shall be allocated
        among all Registrable Securities Holders on whose behalf Registrable Securities
        have been requested to be included in such registration, on the basis of
        the
        respective amounts of the Registrable Securities that have been requested
        to be
        registered on each of such respective Registrable Securities Holders’ behalf;
provided,
        however,
        that
        such Registrable Securities Holders shall be jointly and severally liable
        to the
        Company for the payment of all such Registration Expenses. For
        purposes of clarification, the obligation of the Registrable
        Securities Holders to cover and pay all Registration Expenses applies and
        extends to each and every registration that has been requested under
Section
        5(a),
        regardless of (among other things) whether the same has been withdrawn, as
        contemplated by Section
        5(a)(vii).
        


      
        
          
          

        

        
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      (b) Requested
        Underwritten Registration.
        If the
        Requisite Holders requesting registration pursuant to Section
        5(a)
        elect to
        have the distribution of the Registrable Securities covered by such request
        to
        be by means of an underwritten offering, then the Requisite Holders shall
        so
        advise the Company as a part of the request made pursuant to Section
        5(a)
        and
        shall select the managing underwriter, as well as counsel for the Registrable
        Securities Holders whose Registrable Securities are to be included in such
        registration; provided
        that
        such managing underwriter shall be reasonably acceptable to the Company.
        The
        Registrable Securities Holders whose Registrable Securities are being registered
        and the Company shall enter into an underwriting agreement in customary form
        with the managing underwriter(s) selected for such underwritten offering
        (it
        being understood that (i) all expenses customarily paid for by the issuer
        of
        securities pursuant to such an underwriting agreement,
        including all Registration Expenses,
        shall be
        paid for by the Registrable Securities Holders whose Registrable Securities
        are
        to be included in such registration, (ii) all indemnification obligations
        that
        are customarily those of the issuer of securities under such underwriting
        agreement shall be the obligations of the Company, (iii) no Registrable
        Securities Holder shall be required to make any representations, warranties
        or
        agreements with the Company or the managing underwriter other than customary
        representations, warranties or agreements regarding such Registrable Securities
        Holder,
        such
        Registrable Securities Holder’s title to the Registrable Securities included in
        such registration, such Holder’s intended method of distribution for the such
        Registrable Securities and such other representations as are required to
        be made
        by the Registrable Securities Holder under applicable law, and (iv) the
        aggregate amount of the indemnification or contribution liability of such
        Registrable Securities Holder shall not exceed such Registrable Securities
        Holder’s net proceeds from such underwritten offering).
        

       

      (c) Withdrawal.
        Any
        Registrable Securities Holder that is a Requisite Holder or an Additional
        Holder
        (collectively, the “Demand
        Holders”)
        with
        respect to any registration contemplated by Section
        5(a)
        may
        elect to withdraw therefrom by, prior to the effective date of such
        registration, giving written notice to such effect to the Company and (if
        applicable) the managing underwriter(s) for the offering to be covered thereby
        (any Demand Holders who have given such written notice prior to the effective
        date of such registration are hereinafter referred to as the “Withdrawing
        Demand Holders”);
        and
        (subject to Section
        5(a)(viii))
        each of
        the remaining Demand Holders shall be entitled to increase the number of
        its
        Registrable Securities being registered to the extent of the Registrable
        Securities withdrawn by the Withdrawing Demand Holders in the proportion
        that
        the percentage of Registrable Securities being registered by each such remaining
        Demand Holder bears to the aggregate percentage of Registrable Securities
        being
        registered by all such remaining Demand Holders. The method of disposition
        pursuant to a registration under this Section
        5
        shall be
        limited to an underwritten offering if the Requisite Holders so request.
        The
        price, underwriting discounts and commissions and other financial terms for
        the
        Registrable Securities in an underwritten offering under Section
        5(a)
        shall be
        determined by agreement between the Requisite Holders and the managing
        underwriter(s).


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (d) Cooperation
        with Underwriters.
        In the
        event any registration statement contemplated hereby relates to any underwritten
        public offering of any securities by the Company, then the right of the Holder
        to participate in such offering or to have any of its Registrable Securities
        included in such registration statement shall be conditioned upon the Holder
        cooperating with the managing underwriter(s) for such offering, which
        cooperation may include, without limitation, the execution and delivery of
        such
        underwriting agreement and such lockup and standstill agreement as such managing
        underwriter(s) may request.

       

      (e) Obligation
        to Exercise Option.
        Notwithstanding anything contained herein to the contrary, it shall be a
        condition to the exercise by the Holder of any right hereunder to have any
        of
        its Registrable Shares registered hereunder that, prior to the effective
        date of
        any registration statement covering such Registrable Shares (or, at the sole
        discretion of the Company, within such number of days thereafter as the Company
        has approved in writing delivered by the Company to the Holder), the Holder
        shall have exercised this Warrant for such Registrable Shares as are being
        so
        registered. 

       

      6. Piggyback
        Registration.
        

       

      (a) Right
        to Include Shares.
        If at
        any time or from time to time after the date hereof the Company proposes
        to file
        a registration statement under the Securities Act (such registration statement,
        a “Registration
        Statement”)
        to
        register any of its securities for its own account or for the account of
        any
        other Person (other than a registration on Form S-4 or S-8 or any successor
        form
        to such forms) (such securities, the “Other
        Securities”),
        then
        the following clauses of this Section
        6
        shall
        apply.

       

      (b) At
        least
        thirty (30) days before the filing of the Registration Statement, the Company
        shall give to the Holder written notice (“Notice”)
        at the
        Holder’s address, as it appears on the records of Company, of the Company’s
        intention to register the Other Securities. In the event the Holder desires
        that
        any of the Shares be included in such Registration Statement, the Holder
        shall
        give the Company written notice to such effect (each such notice, an
“Inclusion
        Notice”),
        specifying the number of Shares it desires to have so included, so that such
        notice is received by the Company within twenty (20) days of the date of
        such
        Inclusion Notice. The Company shall, subject to clauses (e) and (f) of this
        Section
        6
        and the
        other terms and conditions set forth herein, include in such Registration
        Statement the Shares with respect to which the Company has received a timely
        Inclusion Notice. In the event any Registration Statement covering any Shares
        is
        declared effective, the Company shall use its best efforts to cause such
        Registration Statement to remain effective until the earlier of (i) the date
        as
        of which all of the Shares covered thereby have been resold by the Holder
        or
        (ii) such time (if any) as the Holder is free to resell all of the Shares
        covered thereunder pursuant to Rule 144(k).

       

      (c) The
        Holder shall fully and promptly cooperate with the Company in connection
        with
        its performance of its obligations under this Section
        6
        and
Section
        5
        above
        and, in connection therewith, shall promptly take all such actions (including,
        without limitation, the providing of written information to the Company
        regarding the Holder, the Shares held by the Holder and the Holder’s intended
        method of disposition or distribution of such Shares) as the Company may
        from
        time request.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (d) Nothing
        contained herein shall prevent the Company from abandoning any Registration
        Statement before it is declared effective, it being agreed and understood
        by the
        Holder that the rights granted to it under this Section
        6
        are
        solely with respect to piggyback registration rights with respect to such
        registrations as the Company chooses to pursue and have been declared
        effective.

       

      (e) In
        the
        event any Registration Statement contemplated by this Section
        6
        relates
        to any underwritten public offering of any Other Securities by the Company,
        then
        the right of the Holder to participate in such offering or to have any of
        its
        Shares included in such Registration Statement shall be conditioned upon
        the
        Holder cooperating with the managing underwriter(s) for such offering, which
        cooperation may include, without limitation, the execution and delivery of
        such
        underwriting agreement and such lockup and standstill agreement as such managing
        underwriter(s) may request.

       

      (f) Notwithstanding
        the foregoing, if the Registration Statement covers or relates to any offering
        that is being underwritten and the lead or managing underwriter of such offering
        advises the Company that, in the opinion of such lead or managing underwriter,
        because of the size of such offering that would be required in order to
        accommodate the requests of the Holder and other holders of shares of Common
        Stock or of other securities issued by the Company who have requested the
        inclusion of their shares of Common Stock and/or other securities issued
        by the
        Company in such offering, the success of such offering would be materially
        and
        adversely affected by inclusion of all of the Shares, other shares of Common
        Stock and/or other securities issued by the Company requested to be included
        in
        such offering, then the Company shall be required to include in the Registration
        Statement and such offering only the number of Shares, other shares of Common
        Stock and other securities issued by the Company recommended by such lead
        or
        managing underwriter, which Shares, other shares of Common Stock and other
        securities issued by the Company shall be allocated to and among the Holder
        and
        such other holders pro rata in proportion to the number of Shares, other
        shares
        of Common Stock and other securities issued by the Company that have been
        timely
        and properly requested to be included therein.

       

      (g) The
        Holder shall be permitted to withdraw all or part of its Shares from a piggyback
        registration at any time prior to the effective date of such
        registration.

       

      (h) Number
        of Piggyback Registration Requests.
        The
        number of requests permitted by the Holder pursuant to Section
        6(a)
        hereof
        shall be unlimited.

       

      (i) Expenses
        of Registration.
        The
        Company shall pay all registration expenses in connection with each registration
        (or proposed registration) of Shares requested pursuant to this Section
        6.
        Any
        underwriting discounts and selling commissions, together with any transfer
        taxes
        relating to the sales of Shares of the Holder shall be allocated among all
        Persons on whose behalf securities of the Company are included in such
        registration, on the basis of the respective amounts of the Shares then being
        registered on each such Person’s behalf.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      7. Anti-Dilution.
        

       

      (a) Anti-Dilution
        Price Adjustments of Warrant for Certain Dilutive Issuances.
        The
        Exercise Price shall be subject to adjustment from time to time as follows:
        

       

      (i) 
        If the
        Company shall issue, after the date of this Warrant (the “Effective
        Date”),
        any
        Additional Stock (as defined below) without consideration or for a consideration
        per share less than the Exercise Price in effect immediately prior to the
        issuance of such Additional Stock, then the Exercise Price shall be adjusted
        so
        that the Exercise Price in effect immediately after such issuance of Additional
        Stock and thereafter shall be (subject to further adjustment as provided
        herein)
        equal to the product of (A) the Exercise Price in effect immediately before
        such
        issuance of Additional Stock times (B) a fraction, the numerator of which
        is the
        sum of (1) the number of shares of Common Stock outstanding immediately before
        such issuance of Additional Stock plus (2) (a) the aggregate consideration
        received or deemed received by the Company for such issuance of Additional
        Stock
        (determined in accordance with Sections
        7(a)(iii),
        (iv)
        and
(v))
        divided
        by (b) the Exercise Price in effect immediately before such issuance of
        Additional Stock, and the denominator of which is the sum of (1) the number
        of
        shares of Common Stock outstanding immediately before such issuance of
        Additional Stock plus (2) the number of shares of Common Stock comprising
        such
        Additional Stock.

       

      (ii) 
        No
        adjustment of the Exercise Price shall be made in an amount less than one
        cent
        ($.01) per share, provided that any adjustments that are not required to
        be made
        by reason of this sentence shall be carried forward and shall be either taken
        into account in any subsequent adjustment made prior to three (3) years from
        the
        date of the event giving rise to the adjustment being carried forward, or
        shall
        be made at the end of three (3) years from the date of the event giving rise
        to
        the adjustment being carried forward. No adjustment of the Exercise Price
        pursuant to this Section
        7(a)(ii)
        shall
        have the effect of increasing the Exercise Price above the Exercise Price
        in
        effect immediately prior to such adjustment.

       

      (iii)
         In
        the
        case of the issuance of Additional Stock for cash, the consideration shall
        be
        deemed to be the amount of cash paid therefor before deducting any discounts,
        commissions or other expenses allowed, paid or incurred by the Company for
        any
        underwriting or otherwise in connection with the issuance and sale
        thereof.

       

      (iv)
         In
        the
        case of the issuance of Additional Stock or any Equity Securities (as defined
        below) for consideration in whole or in part other than cash, the consideration
        other than cash shall be deemed to be the fair market value thereof as
        determined in good faith by the Board of Directors of the Company irrespective
        of any accounting treatment.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (v)
         In
        the
        case of the issuance of Additional Stock pursuant to or upon (a) the exercise
        of
        options or warrants to purchase or other rights to subscribe or purchase
        shares
        of Common Stock (such options or warrants or other rights, collectively,
        “Common
        Stock Options”),
        (b)
        the conversion or exchange of securities that by their terms are convertible
        into or exchangeable for shares of Common Stock (such securities, “Convertible
        Securities”)
        or (c)
        the exercise of options or warrants to purchase or other rights to subscribe
        or
        purchase for any Convertible Securities and the subsequent conversion or
        exchange of such Convertible Securities (such options or warrants or other
        rights, collectively, “Convertible
        Securities Options,”
and
        collectively with Common Stock Options and Convertible Securities, “Equity
        Securities”),
        the
        following provisions shall apply for purposes of determining the consideration
        received by the Company therefor:

       

      (1) The
        aggregate consideration
        received by
        the
        Company for any shares of Common Stock issued pursuant to or upon the exercise
        of any Common Stock Option shall be deemed to be equal to the consideration
        (determined in the manner provided in Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company pursuant to or upon the exercise of such Common Stock
        Option plus
        a
pro
        rata
        portion
        (determined based upon the number of shares of Common Stock then being issued
        pursuant to or upon such exercise compared to the aggregate number of shares
        of
        Common Stock issuable pursuant to or upon the exercise in full of such Common
        Stock Option at the time it was originally issued) of the consideration
        (determined in the manner provided in Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company upon the original issuance of such Common Stock
        Option.

       

      (2) The
        aggregate
        consideration received by
        the
        Company for any shares of Common Stock issued pursuant to or upon the conversion
        or exchange of any Convertible Security (exclusive of any Convertible Security
        that has been issued pursuant to or upon the exercise of any Convertible
        Securities Option) shall be deemed to be equal to the consideration (determined
        in the manner provided in Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company pursuant to or upon the conversion or exchange of
        such
        Convertible Security plus
        a
pro
        rata
        portion
        (determined based upon the number of shares of Common Stock then being issued
        pursuant to or upon such conversion or exchange compared to the aggregate
        number
        of shares of Common Stock issuable pursuant to or upon the conversion or
        exchange in full of such Convertible Security at the time it was originally
        issued) of the consideration (determined in the manner provided in Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company upon the original issuance of such Convertible
        Security.

       

      (3) The
        aggregate consideration
        received by
        the
        Company for any shares of Common Stock issued pursuant to or upon the conversion
        or exchange of any Convertible Security that has been issued pursuant to
        or upon
        the exercise of any Convertible Securities Option shall be deemed to be equal
        to
        (a) the consideration (determined in the manner provided in Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company pursuant to or upon the conversion or exchange of
        such
        Convertible Security plus
        (b) a
pro
        rata
        portion
        (determined based upon the number of shares of Common Stock then being issued
        pursuant to or upon such conversion or exchange compared to the aggregate
        number
        of shares of Common Stock issuable pursuant to or upon the conversion or
        exchange in full of such Convertible Security at the time it was originally
        issued) of the consideration (determined in the manner provided in Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company pursuant to or upon the original issuance of such
        Convertible Security plus
        (c) a
pro
        rata
        portion
        (determined based upon the size of such Convertible Security (whether determined
        based upon principal amount, shares, units or otherwise) compared to the
        aggregate size of all Convertible Securities (whether determined based upon
        principal amount, shares, units or otherwise) issuable pursuant to or upon
        the
        exercise in full of such Convertible Securities Option at the time it was
        originally issued) of the consideration (determined in the manner provided
        in
Sections
        7(a)(iii)
        and
7(a)(iv)),
        if any,
        received by the Company upon the original issuance of such Convertible
        Securities Option.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (b) “Additional
        Stock”
        shall mean any shares of Common Stock issued by the Company after the Effective
        Date other than:

       

      (i) 
        shares
        of Common Stock issued (or issued pursuant to or upon the exercise, conversion
        and/or exchange of Common Stock Equivalents (as hereinafter defined) issued)
        pursuant to a transaction described in Section
        7(c)
        hereof;

       

      (ii)
         shares
        of
        Common Stock issued (or issued pursuant to or upon the exercise of Common
        Stock
        Options issued) to employees, directors, consultants and other service providers
        for the primary purpose of soliciting or retaining their services pursuant
        to
        plans (including stock option plans) or agreements approved by the Company’s
        Board of Directors;

       

      (iii) 
        shares
        of Common Stock issued (or issued pursuant to or upon the exercise of Common
        Stock Options, pursuant to or upon the conversion or exchange of Convertible
        Securities or pursuant to or upon the exercise of Convertible Securities
        Options
        (and the subsequent conversion or exchange of Convertible Securities issued
        pursuant to or upon such exercise) issued) pursuant to an underwritten public
        offering;

       

      (iv)
         shares
        of
        Common Stock issued pursuant to or upon (a) the exercise of any Common Stock
        Options that are outstanding on the Effective Date (which shall be deemed
        to
        include this Warrant), (b) the conversion or exchange of any Convertible
        Securities that are outstanding on the Effective Date or (c) the exercise
        of
        Convertible Securities Options (and the subsequent conversion or exchange
        of
        Convertible Securities issued pursuant to or upon such exercise) that are
        outstanding on the Effective Date;

       

      (v) 
        shares
        of Common Stock issued (or issued pursuant to or upon the exercise of Common
        Stock Options, pursuant to or upon the conversion or exchange of Convertible
        Securities or pursuant to or upon the exercise of Convertible Securities
        Options
        (and the subsequent conversion or exchange of Convertible Securities issued
        pursuant to or upon such exercise) issued) in connection with a bona fide
        business acquisition of or by the Company, whether by merger, consolidation,
        sale of assets, sale or exchange of stock or otherwise;

       

      (vi)
         shares
        of
        Common Stock issued pursuant to Section
        7(a)(v)
        as a
        result of a decrease in the Exercise Price resulting from the operation of
        Section
        7(a);
        or


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (vii)
         shares
        of
        Common Stock issued (or issued pursuant to or upon the exercise of Common
        Stock
        Options, pursuant to or upon the conversion or exchange of Convertible
        Securities or pursuant to or upon the exercise of Convertible Securities
        Options
        (and the subsequent conversion or exchange of Convertible Securities issued
        pursuant to or upon such exercise) issued) to any Person with which the Company
        has business relationships, provided such issuances are for other than primarily
        equity financing purposes.

       

      (c) Anti-Dilution
        Price Adjustments of Warrant for Splits.
        In the
        event the Company should, at any time or from time to time after the Effective
        Date, fix a record date for the effectuation of a split or subdivision of
        the
        outstanding shares of Common Stock or the determination of holders of Common
        Stock entitled to receive a dividend or other distribution payable in additional
        shares of Common Stock or other securities convertible into, or entitling
        the
        holder thereof to receive directly or indirectly, additional shares of Common
        Stock (hereinafter referred to as “Common
        Stock Equivalents”)
        without payment of any consideration by such holder for the additional shares
        of
        Common Stock or the Common Stock Equivalents (including the additional shares
        of
        Common Stock issuable upon conversion or exercise thereof) (the issuance
        of any
        shares of Common Stock on account of such split or subdivision or of any
        shares
        of Common Stock or Common Stock Equivalents on account of such dividend or
        other
        distribution is hereinafter referred to as a “Split
        Event”),
        then,
        as of such record date (or the date of such split, subdivision, dividend
        or
        distribution, if no record date is fixed), (A) the Exercise Price shall be
        adjusted by multiplying the Exercise Price in effect immediately before such
        Split Event by a fraction, the numerator of which is the number of shares
        of
        Common Stock issued and outstanding immediately before such Split Event and
        the
        denominator of which is the number of shares of Common Stock issued and
        outstanding immediately after such Split Event (assuming that all Common
        Stock
        Equivalents issued as part of such Split Event were fully converted or exercised
        into or for shares of Common Stock) and (B) the Remaining Shares shall be
        adjusted by multiplying the Remaining Shares determined immediately before
        such
        Split Event by a fraction that is the reciprocal of the fraction referred
        to in
        the foregoing clause (A).

       

      (d) Anti-Dilution
        Price Adjustments of Warrant for Combinations.
        In the
        event the Company should, at any time or from time to time after the Effective
        Date, fix a record date for the effectuation of a reverse stock split or
        combination pursuant to which the number of the outstanding shares of Common
        Stock is decreased, then, as of such record date (or the date of such reverse
        stock split or combination, if no record date is fixed) (any such reverse
        stock
        split or combination is hereinafter referred to as a “Combination
        Event”),
        (A)
        the Exercise Price shall be adjusted by multiplying the Exercise Price in
        effect
        immediately before the Effective Date of such Combination Event by a fraction,
        the numerator of which is the number of shares of Common Stock issued and
        outstanding immediately before such Combination Event and the denominator
        of
        which is the number of shares of Common Stock issued and outstanding immediately
        after such Combination Event and (B) the Remaining Shares shall be adjusted
        by
        multiplying the Remaining Shares determined immediately before such Split
        Event
        by a fraction that is the reciprocal of the fraction referred to in the
        foregoing clause (A).


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (e) No
        Fractional Shares and Certificate as to Adjustments.

       

      (i) No
        fractional shares shall be issued upon the exercise of this Warrant, and
        the
        aggregate number of Shares to be issued to the Holder shall be rounded down
        to
        the nearest whole share of Common Stock, and the Company shall pay in cash
        the
        fair market value of any fractional share of Common Stock as of the time
        when
        entitlement to receive such fractional share of Common Stock is determined.
        Whether or not fractional shares of Common Stock would be issuable upon such
        exercise shall be determined on the basis of the total number of Shares issuable
        upon exercise of this Warrant or a portion hereof.

       

      (ii) Promptly
        following the occurrence of each adjustment or readjustment of the Exercise
        Price pursuant to this Section
        7,
        the
        Company, at its expense, shall promptly compute such adjustment or readjustment
        in accordance with the terms hereof and prepare and furnish to the Holder
        a
        certificate setting forth such adjustment or readjustment and showing in
        reasonable detail the facts upon which such adjustment or readjustment is
        based.
        The Company shall, upon the written request at any time of the Holder, furnish
        or cause to be furnished to the Holder a like certificate setting forth (A)
        such
        adjustment and readjustment, (B) the Exercise Price at the time in effect,
        and
        (C) the number of Shares and the amount, if any, of other property that at
        the
        time would be received upon the exercise of this Warrant.

       

      (f) Notices
        of Record Date.
        In the
        event of any taking by the Company of a record of the holders of any class
        of
        securities for the purpose of determining the holders thereof who are entitled
        to receive any dividend (other than a cash dividend) or other distribution,
        the
        Company shall mail to the Holder at the Holder’s address as it appears on the
        records of Company, at least ten (10) days prior to the date specified therein,
        a notice specifying the date on which any such record is to be taken for
        the
        purpose of such dividend or distribution, and the amount and character of
        such
        dividend or distribution.

       

      (g) Waiver
        of Adjustment to Exercise Price.
        Notwithstanding anything herein to the contrary, any downward adjustment
        of the
        Exercise Price may be waived, either prospectively or retroactively and either
        generally or in a particular instance, by the consent or vote of the Holder.
        Any
        such waiver shall bind any future Holder.

       

      (h) No
        Replacement Warrant Required.
        Irrespective of any adjustments in the number and/or kind of shares purchasable
        upon exercise of this Warrant, this Warrant certificate may continue to express
        the number and kind of Shares as when this Warrant was originally
        issued.

       

      (i) Limitation
        of Adjustment.
        Notwithstanding anything contained herein to the contrary, in no event shall
        the
        Exercise Price be adjusted, for any reason whatsoever, to an amount less
        that
        the par value of a share of Common Stock. 


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      8. Representations
        and Warranties of the Company.
        The
        Company hereby represents and warrants to the Holder that: 

       

      (a) The
        Company is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its organization or other formation; the consummation
        of
        the transactions contemplated hereby will not result in a violation of its
        charter or other organizational documents; the Company has full power and
        authority to execute and deliver this Warrant and all other related agreements
        or certificates and to carry out the provisions hereof and thereof and to
        issue
        the Shares upon the exercise hereof; the execution, delivery and performance
        of
        this Warrant by the Company have been duly authorized by all necessary corporate
        or other action on its part; this Warrant has been duly executed and delivered
        on behalf of the Company; the execution, delivery and performance of this
        Warrant by the Company will not violate or be in conflict with any order,
        judgment, injunction, agreement or controlling document to which the Company
        is
        a party or by which it is otherwise bound; the Company has all legal capacity
        to
        enter into this Warrant and to carry out its obligations hereunder; and this
        Warrant constitutes the legal, valid and binding obligation of the Company,
        enforceable against the Company in accordance with its terms, subject to
        applicable bankruptcy, insolvency, reorganization, moratorium and other laws
        affecting creditors’ rights and remedies generally and subject, as to
        enforceability, to general principles of equity (regardless of whether
        enforcement is sought in a proceeding at law or in equity). 

       

      (b) No
        Broker.
        No
        broker has acted on behalf of the Company in connection with this Warrant,
        and
        there are no brokerage commissions, finders’ fees or commissions payable by the
        Holder in connection herewith based on any agreement, arrangement or
        understanding with the Company or any action taken by the Company.

       

      (c) Compliance
        with Other Instruments.
        The
        authorization, execution and delivery of the Warrant will not constitute
        or
        result in a material default or violation of any law or regulation applicable
        to
        the Company or any material term or provision of the Company’s current
        Certificate of Incorporation or bylaws, or any material agreement or instrument
        by which it is bound or to which its properties or assets are subject.


       

      9. Covenants
        of the Company.
        

       

      (a) Status
        of Common Stock.
        The
        Company covenants and agrees that all Shares that are issued upon the exercise
        of this Warrant will be, upon issuance and payment therefor in accordance
        herewith, duly authorized, validly issued, fully paid and nonassessable shares
        of Common Stock. The Company further covenants and agrees that, during the
        period within which the rights represented by this Warrant may be exercised,
        the
        Company will at all times have duly authorized and duly reserved a number
        of
        shares of Common Stock sufficient for issuance upon the exercise of the rights
        evidenced by this Warrant.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (b) No
        Impairment.
        Except
        and to the extent waived or consented to by the Holder or as otherwise permitted
        under the terms hereof, the Company will not, by amendment of 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 to be observed or performed hereunder by the Company, but will
        at all
        times in good faith assist in the carrying out of all the provisions of this
        Warrant and in the taking of all such action as may be necessary or appropriate
        in order to protect the exercise rights of the Holder against
        impairment.

       

      10. Transfer,
        Exchange, or Loss of Warrant.

       

      (a) No
        Assignment.
        This
        Warrant may not be assigned or transferred except as provided in this
Section
        10
        and in
        accordance with and subject to the provisions of the Securities Act. Any
        purported transfer or assignment made other than in accordance with this
        Section
        10
        shall be
        null and void and of no force or effect.

       

      (b) Notification
        to Company.
        Concurrent with any transfer of this Warrant, the Holder shall notify the
        Company of such transfer, indicating the circumstances of the transfer and,
        upon
        request, furnish the Company with an opinion of counsel, in form and substance
        reasonably satisfactory to counsel for the Company, to the effect that the
        proposed transfer may be made without registration under the Securities Act
        or
        qualification under any applicable state securities laws. 

       

      (c) Legend.
        Unless
        a registration statement under the Securities Act is effective with respect
        to
        the Shares or any other security issued upon exercise of this Warrant, the
        certificate representing such Shares or other securities shall bear the
        following legend, in addition to any legend imposed by applicable state
        securities laws:

      


      THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT
        TO
        THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
        LAW,
        AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
        UNLESS
        THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY
        APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT
        REQUIRED.

       

      (d) Loss,
        Theft, Destruction or Mutilation.
        Upon
        receipt by the Company of satisfactory evidence of loss, theft, destruction
        or
        mutilation of this Warrant and of indemnity satisfactory to the Company,
        and
        upon surrender and cancellation of this Warrant, if mutilated, the Company
        will
        execute and deliver a new Warrant of like tenor and date and any such lost,
        stolen, or destroyed Warrant shall thereupon become void. 

       

      11.   Representations
        and Warranties of the Holder.
        The
        Holder hereby represents and warrants to the Company that:


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (a) The
        Holder is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its organization or other formation; the consummation
        of
        the transactions contemplated hereby will not result in a violation of its
        charter or other organizational documents; the Holder has full power and
        authority to execute and deliver this Warrant and all other related agreements
        or certificates and to carry out the provisions hereof and thereof and to
        purchase and hold this Warrant and (upon the exercise hereof) the Shares;
        the
        execution, delivery and performance of this Warrant by the Holder have been
        duly
        authorized by all necessary corporate or other action on its part; this Warrant
        has been duly executed and delivered on behalf of the Holder; the execution,
        delivery and performance of this Warrant by the Holder will not violate or
        be in
        conflict with any order, judgment, injunction, agreement or controlling document
        to which the Holder is a party or by which it is otherwise bound; the Holder
        has
        all legal capacity to enter into this Warrant and to carry out its obligations
        hereunder; and this Warrant constitutes the legal, valid and binding obligation
        of the Holder, enforceable against the Holder in accordance with its terms,
        subject to applicable bankruptcy, insolvency, reorganization, moratorium
        and
        other laws affecting creditors’ rights and remedies generally and subject, as to
        enforceability, to general principles of equity (regardless of whether
        enforcement is sought in a proceeding at law or in equity).

       

      (b) No
        broker
        has acted on behalf of the Holder in connection with this Warrant, and there
        are
        no brokerage commissions, finders’ fees or commissions payable by the Company in
        connection herewith based on any agreement, arrangement or understanding
        with
        the Holder or any action taken by the Holder.

       

      (c) The
        Holder was not formed for the specific purpose of acquiring this Warrant
        or any
        of the Shares. The Holder is acquiring this Warrant for investment purposes
        only, for its own account, and not with a view to, or for resale in connection
        with, any distribution thereof within the meaning of the Securities Act.
        Upon
        the exercise hereof with respect to any Shares, the Holder will be acquiring
        such Shares for investment purposes only, for its own account, and not with
        a
        view to, or for resale in connection with, any distribution thereof within
        the
        meaning of the Securities Act.

       

      (d) The
        Holder has such knowledge and experience in financial and business matters
        as to
        be capable of evaluating the merits and risks of its investment and is aware
        that it may have to bear the economic risk of such investment for an indefinite
        period of time or to suffer a complete loss of its investment. Upon the exercise
        hereof with respect to any Shares, the Holder will have such knowledge and
        experience in financial and business matters as to be capable of evaluating
        the
        merits and risks of its investment and will be aware that it may have to
        bear
        the economic risk of such investment for an indefinite period of time or
        to
        suffer a complete loss of its investment.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (e) The
        Holder understands, acknowledges and agrees (i) that no public market now
        exists
        for this Warrant and that it is unlikely that a public market will ever exist
        for this Warrant; (ii) that this Warrant has not been, and upon issuance
        the
        Shares will not be, registered under (and that the Company has no obligation
        or
        present intention to register this Warrant under and has no obligation (other
        than as contained in this Warrant) or present intention to register the Shares
        under) the Securities Act or applicable state securities law and that the
        offering and sale of this Warrant is being (and any future offer or sale
        of the
        Shares will be) made in reliance on the exemption from the registration
        requirements provided by Section 4(2) of the Securities Act and the regulations
        promulgated thereby and analogous provisions of certain state securities
        laws
        and (iii) that this Warrant and the Shares may not be sold or otherwise
        transferred by the Holder unless this Warrant or the Shares (as the case
        may be)
        have been registered under the Securities Act and applicable state securities
        laws or are sold or transferred in a transaction exempt therefrom.

       

      (f) The
        Holder has received and reviewed this Warrant and all exhibits hereto. The
        Holder, its attorneys and its accountants have had access to, and an opportunity
        to review, all documents and other materials requested of the Company and
        have
        been given an opportunity to ask any and all questions of, and receive answers
        from, the Company concerning the terms and conditions of the offering and
        to
        obtain all information that it or they believe necessary or appropriate to
        verify the accuracy thereof and to evaluate the suitability of an investment
        in
        the Company. Upon the exercise of this Warrant, the foregoing representation
        shall be true and correct as if made again on and as of the date of such
        exercise.

       

      (g) The
        Holder is, and upon any exercise of this Warrant the Holder will be, an
“accredited investor” within the meaning of Rule 501 of Regulation D under the
        Securities Act.

       

      (h) The
        Holder acknowledges that the Company is (and upon the exercise of this Warrant
        with respect to any Shares, the Company will be) relying upon the Holder’s
        representations and warranties set forth herein and would not issue this
        Warrant
        or any of the Shares to the Holder in the absence of such representations
        and
        warranties.

       

      12. No
        Rights as Stockholder.
        This
        Warrant does not entitle the holder hereof to any voting rights, dividend
        rights
        or other rights as a stockholder of the Company prior to the exercise
        hereof.

       

      13. 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 not be a Business Day, then such action
        may be taken or such right may be exercised on the next Business
        Day.

       

      14. Miscellaneous.

       

      (a) Successors
        and Assigns.
        This
        Warrant shall be binding upon and inure to the benefit of any successors
        or
        assigns of the Company and the Holder.

       

      (b) Transfer
        of Warrant.
        Subject
        to compliance with applicable federal and state securities laws and any other
        contractual restrictions between the Company and the Holder contained herein,
        (i) this Warrant and all rights hereunder are transferable in whole or in
        part
        by the Holder to any Person upon written notice to the Company and (ii) within
        a
        reasonable time after the Company’s receipt of an executed assignment form, the
        transfer shall be recorded on the books of the Company upon the surrender
        of
        this Warrant, properly endorsed, to the Company at its principal offices,
        and
        the payment to the Company of all transfer taxes and other governmental charges
        imposed on such transfer. In the event of a partial transfer, the Company
        shall
        issue to the new holder(s) one (1) or more appropriate new
        warrants.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (c) Entire
        Agreement.
        This
        Warrant is intended by the parties as a final expression of their agreement
        and
        is intended to be a complete and exclusive statement of the agreement and
        understanding of the parties hereto in respect of the subject matter contained
        herein, constitutes the entire agreement of the parties with respect to the
        subject matter hereof and supersedes, and merges herein, all prior and
        contemporaneous negotiations, discussions, representations, understandings
        and
        agreements between the parties, whether oral or written, with respect such
        subject matter.

       

      (d) No
        Third Party Beneficiaries.
        This
        Warrant is not intended to confer any rights or benefits on any Person other
        than the parties hereto and their respective successors and permitted
        assigns.

       

      (e) Waiver
        of Jury Trial; Governing Law.
        EACH
        OF
        THE PARTIES HERETO EXPRESSLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT
        TO
        ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS WARRANT
        OR ANY
        DISPUTE HEREUNDER OR RELATING HERETO. This
        Warrant shall be governed by, interpreted under and construed in accordance
        with
        the internal substantive laws of the State of New York applicable to contracts
        executed and to be performed wholly within that State without giving effect
        to
        the choice or conflict of laws principles or provisions thereof that would
        call
        of the application of the laws of any other jurisdiction. Each of the parties
        hereto agrees that any dispute under or with respect to this Warrant shall
        be
        determined before the state or federal courts situated in the City, County
        and
        State of New York, which courts shall have exclusive jurisdiction over and
        with
        respect to any such dispute, and each of the parties hereto hereby irrevocably
        submits to the jurisdiction of such courts. Each party hereby agrees not
        to
        raise any defense or objection, under the theory of forum non conveniens
        or
        otherwise, with respect to the jurisdiction of any such court.

       

      (f) Attorneys’
        Fees.
        In any
        litigation, arbitration or court proceeding between the Company and the Holder
        relating hereto, the prevailing party shall be entitled to reasonable attorneys’
fees and expenses incurred in enforcing this Warrant or defending against
        any
        effort to enforce this Warrant.

       

      (g) Amendments.
        This
        Warrant may be amended and the observance of any term of this Warrant may
        be
        waived only with the written consent of the Company and the Holder.

       

      (h) Notices.
        Any
        notice, request, or other communication required or permitted hereunder shall
        be
        in writing and shall be deemed to have been duly given if personally delivered,
        or mailed by registered or certified mail, postage prepaid, or by recognized
        overnight courier or personal delivery at the respective addresses of the
        parties as set forth below or as otherwise provided herein. Any party hereto
        may
        by notice so given change its address for future notice hereunder. Notice
        shall
        conclusively be deemed to have been given when received.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      If
        to the
        Holder: at
        the
        address specified on the signature page hereto.

       

      
        
          	 	 	 	 
	 	 	
                  with
                    a copy to:

                	
                  Thacher
                    Proffitt & Wood LLP

                
	 	 	 	
                  Two
                    World Financial Center

                
	 	 	 	
                  New
                    York, NY 10280

                
	 	 	 	
                  Attn:
                    Jeffrey J. Murphy

                
	 	 	 	
                  Telephone:
                    (212) 912-7469

                
	 	 	 	 
	 	 	
                  If
                    to the Company:

                	
                  iDNA,
                    Inc.

                
	 	 	 	
                  415
                    Madison Avenue, 7th Floor

                
	 	 	 	
                  New
                    York, New York 10017

                
	 	 	 	
                  Attn:
                    Chief Financial Officer

                
	 	 	 	
                  Telephone:   (212)
                    644-1400

                
	 	 	 	 
	 	 	
                  with
                    a copy to:

                	
                  Reed
                    Smith LLP

                
	 	 	 	
                  599
                    Lexington Avenue, 29th
                    Floor

                
	 	 	 	
                  New
                    York, New York 10022

                
	 	 	 	
                  Attn:
                    Herbert F. Kozlov, Esq.

                
	 	 	 	
                  Telephone:   (212)
                    521-5400

                


        

      

       

      (i) Interpretation.
        The
        words “hereby”, “herein”, “hereof” and “hereunder” and other words of similar
        import refer to this Warrant as a whole and not to any particular Section
        or
        other subdivision unless the context specifically provides
        otherwise.

      


      [SIGNATURE
        PAGE FOLLOWS]COMMON STOCK PURCHASE WARRANT 

      SIGNATURE
        PAGE


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company and the Holder have caused this Common Stock
        Purchase Warrant to be executed as of the date first above written.

       

      
        	
                iDNA,
                  INC.

              
	 	 
	
                By:

              	 
	 	
                Name:
                  Robert V. Cuddihy, Jr.

              
	 	
                Title:
                  Treasurer

              


      

      


      
        	
                ACKNOWLEDGED,
                  AGREED

              
	
                AND
                  ACCEPTED as of the day

              
	
                and
                  year first above written:

              
	 
	
                SILAR
                  ADVISORS, L.P.

              
	
                By:
                  Leeds Holdings, LLC,

              
	
                Its
                  General Partner

              
	 	 
	
                By:

              	 
	 	
                Name:
                  Robert L. Leeds

              
	 	
                Title:
                  Chief Executive Officer

              
	 	 
	
                Address:

              	
                333
                  Seventh Avenue, 3rd Floor

              
	 	
                New
                  York, New York 10001

              
	 	
                Attention:
                  Robert L. Leeds

              


      

       

      Telephone:
        (212) 461-6802

      Facsimile:
         (212)
        601-4919

       

      EIN:
        205550626


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      NOTICE
        OF
        EXERCISE

      COMMON
        STOCK PURCHASE WARRANT

       

      To: iDNA,
        Inc.:

       

      1. Exercise
        Notice.
        The
        undersigned hereby elects to purchase _______ shares of Common Stock (“Stock”)
        of iDNA, Inc. (the “Company”) pursuant to the terms of the attached Warrant and
        tenders herewith payment of the aggregate exercise price therefor pursuant
        to
        the terms of such Warrant.

       

      2. Name
        of Registered Certificate Holder.
        Please
        issue a certificate or certificates representing said shares of Stock in
        the
        name of the undersigned:

       

      
        	
                Name:

              	 
	
                Address:
                  

              	 
	 	 
	 	 


      

       

      IN
        WITNESS WHEREOF, the Warrant Holder has executed this Notice of Exercise
        effective this ___ day of ________, ______.

       

      
        	
                WARRANT
                  HOLDER

              
	 	 
	
                By:

              	 
	Name:	
                 

              
	Title:	
                 

              


      


      
        
          
          

        

        
          25