Exhibit
      10.24

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
      UNDER
      THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS
      IS NOT REQUIRED.

    


    


    WARRANT
      TO PURCHASE

    


    SHARES
      OF
      COMMON STOCK

    


    OF

    


    STATSURE
      DIAGNOSTIC SYSTEMS, INC.

    


    Expires
      October 14, 2012

     

    
      	No.: 07-10-01 	Number of Shares: 1,071,428
	 	
              Date
                of Issuance: October 15,
                2007

            


    

         


    FOR
      VALUE
      RECEIVED, the undersigned, StatSure Diagnostic Systems, Inc., a Delaware
      corporation (together with its successors and assigns, the “Issuer”),
      hereby certifies that IM US Holdings, LLC or its registered assigns (the
“Holder”)
      is
      entitled to subscribe for and purchase, during the Term (as hereinafter
      defined), up to One Million Seventy-One Thousand Four Hundred Twenty-Eight
      (1,071,428) shares (subject to adjustment as hereinafter provided) of the duly
      authorized, validly issued, fully paid and non-assessable Common Stock of the
      Issuer, at an exercise price per share equal to the Warrant Price then in
      effect, subject, however, to the provisions and upon the terms and conditions
      hereinafter set forth. Capitalized terms used in this Warrant and not otherwise
      defined herein shall have the respective meanings specified in Section 9
      hereof.

     

    1.    Term.
      The
      term of this Warrant shall commence on October 15, 2007 and shall expire at
      5:00
      p.m., Eastern Time, on October14, 2012 (such period being the “Term”).

     

    2.    Method
      of Exercise; Payment; Issuance of New Warrant; Transfer and
      Exchange.

     

    (a) Time
      of Exercise.
      The
      purchase rights represented by this Warrant may be exercised in whole or in
      part
      during the Term beginning on December 19, 2007.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Method
      of Exercise.
      The
      Holder hereof may exercise this Warrant, in whole or in part, by the surrender
      of this Warrant (with the exercise form attached hereto duly executed) at the
      principal office of the Issuer, and by the payment to the Issuer of an amount
      of
      consideration therefor equal to the Warrant Price in effect on the date of
      such
      exercise multiplied by the number of shares of Warrant Stock with respect to
      which this Warrant is then being exercised, payable by (i) by certified or
      official bank check or by wire transfer to an account designated by the Issuer,
      (ii) by “cashless exercise” in accordance with the provisions of subsection (c)
      of this Section 2, but only when a registration statement under the Securities
      Act providing for the resale of the Warrant Stock is not then in effect, or
      (iii) by a combination of the foregoing methods of payment selected by the
      Holder of this Warrant.

     

    (c) Cashless
      Exercise.
      Notwithstanding any provisions herein to the contrary, commencing upon the
      earlier
      of (i)
      one (1) year following the Original Issue Date, and (ii) the first date on
      which
      the Holder shall be entitled to sell any Warrant Shares under Rule 144, in
      lieu
      of exercising this Warrant by payment of cash, the Holder may exercise this
      Warrant by a cashless exercise and shall receive the number of shares of Common
      Stock equal to an amount (as determined below) by surrender of this Warrant
      at
      the principal office of the Issuer together with the properly endorsed Notice
      of
      Exercise in which event the Issuer shall issue to the Holder a number of shares
      of Common Stock computed using the following formula:

     

    X
      = Y -
(A)(Y)

    B

    


    
      	
              Where 

            	X =	the number of shares of Common Stock
              to be
              issued to the Holder.
	 	 	 
	 	
              Y
                =

            	
              the
                number of shares of Common Stock purchasable upon exercise of all
                of the
                Warrant or, if only a portion of the Warrant is being exercised,
                the
                portion of the Warrant being exercised.

            
	 	 	 
	 	A =	the Warrant Price.
	 	 	 
	 	B =	the Per Share Market Value of one share
              of
              Common Stock.


    

       

    (d) Issuance
      of Stock Certificates.
      In the
      event of any exercise of this Warrant in accordance with and subject to the
      terms and conditions hereof, (i) certificates for the shares of Warrant Stock
      so
      purchased shall, (A) to the extent practicable, be dated the date of such
      exercise and (B) delivered to the Holder hereof within a reasonable time, not
      exceeding three (3) Trading Days after such exercise (the “Delivery
      Date”)
      or, at
      the request of the Holder (provided that a registration statement under the
      Securities Act providing for the resale of the Warrant Stock is then in effect),
      issued and delivered to the Depository Trust Company (“DTC”)
      account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
      System (“DWAC”)
      within
      a reasonable time, not exceeding three (3) Trading Days after such exercise,
      and
      the Holder hereof shall be deemed for all purposes to be the holder of the
      shares of Warrant Stock so purchased as of the date of such exercise and (ii)
      unless this Warrant has expired, a new Warrant representing the number of shares
      of Warrant Stock, if any, with respect to which this Warrant shall not then
      have
      been exercised (including by way of cashless exercise, if any) shall also be
      issued to the Holder hereof at the Issuer’s expense within such time.
      Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent
      shall only be obligated to issue and deliver the shares to the DTC on a holder’s
      behalf via DWAC if such exercise is in connection with a sale and the Issuer
      and
      its transfer agent are participating in DTC through the DWAC
      system.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (e) Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Exercise.
      In
      addition to any other rights available to the Holder, if the Issuer fails to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the Warrant Stock pursuant to an exercise on or before the Delivery
      Date, and if after such date 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 Stock which the Holder
      anticipated receiving upon such exercise (a “Buy-In”),
      then
      the Issuer 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 shares of Warrant Stock that the Issuer 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 shares of Warrant Stock 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 Issuer 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 Issuer shall be required
      to
      pay the Holder $1,000. The Holder shall provide the Issuer 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
      Issuer. Nothing herein shall limit the 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 Issuer’s failure to timely deliver certificates representing
      shares of Common Stock upon exercise of this Warrant as required pursuant to
      the
      terms hereof.

     

    (f) Transferability
      of Warrant.
      Subject
      to Section 2(h) hereof, this Warrant may be transferred by a Holder without
      the
      consent of the Issuer. If transferred pursuant to this paragraph, this Warrant
      may be transferred on the books of the Issuer by the Holder hereof in person
      or
      by duly authorized attorney, upon surrender of this Warrant at the principal
      office of the Issuer, properly endorsed (by the Holder executing an assignment
      in the form attached hereto) and upon payment of any necessary transfer tax
      or
      other governmental charge imposed upon such transfer. This Warrant is
      exchangeable at the principal office of the Issuer for Warrants to purchase
      the
      same aggregate number of shares of Warrant Stock, each new Warrant to represent
      the right to purchase such number of shares of Warrant Stock as the Holder
      hereof shall designate at the time of such exchange. All Warrants issued on
      transfers or exchanges shall refer to the Original Issue Date and shall be
      identical with this Warrant except as to the number of shares of Warrant Stock
      issuable pursuant thereto. 

     

    (g) 
      Continuing Rights of Holder.
      The
      Issuer will, at the time of or at any time after each exercise of this Warrant
      upon the request of the Holder hereof, acknowledge in writing the extent, if
      any, of its continuing obligation to afford to such Holder all rights to which
      such Holder shall continue to be entitled after such exercise in accordance
      with
      the terms of this Warrant, provided that if any such Holder shall fail to make
      any such request, the failure shall not affect the continuing obligation of
      the
      Issuer to afford such rights to such Holder.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (h) Compliance
      with Securities Laws.

     

    (i) The
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      and
      the shares of Warrant Stock to be issued upon exercise hereof are being acquired
      solely for the Holder’s own account and not as a nominee for any other party,
      and for investment, and that the Holder will not offer, sell or otherwise
      dispose of this Warrant or any shares of Warrant Stock to be issued upon
      exercise hereof except pursuant to an effective registration statement, or
      an
      exemption from registration, under the Securities Act and any applicable state
      securities laws. 

     

    (ii) Except
      as
      provided in paragraph (iii) below, this Warrant and all certificates
      representing shares of Warrant Stock issued upon exercise hereof shall be
      stamped or imprinted with a legend in substantially the following
      form:

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
      UNDER
      THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS
      IS NOT REQUIRED. 

    


    (iii) The
      Issuer agrees to reissue this Warrant or certificates representing any of the
      Warrant Stock, without the legend set forth above if at such time, prior to
      making any transfer of any such securities, the Holder shall give written notice
      to the Issuer describing the manner and terms of such transfer. Such proposed
      transfer will not be effected until: (a) either (i) the Issuer has received
      an
      opinion of counsel reasonably satisfactory to the Issuer, to the effect that
      the
      registration of such securities under the Securities Act is not required in
      connection with such proposed transfer, (ii) a registration statement under
      the
      Securities Act covering such proposed disposition has been filed by the Issuer
      with the Securities and Exchange Commission and has become effective under
      the
      Securities Act and the Holder has represented that the Warrant Stock has been
      or
      will be sold, (iii) the Issuer has received other evidence reasonably
      satisfactory to the Issuer that such registration and qualification under the
      Securities Act and state securities laws are not required, or (iv) the Holder
      provides the Issuer with reasonable assurances that such security can be sold
      pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
      has
      received an opinion of counsel reasonably satisfactory to the Issuer, to the
      effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
      or (ii) compliance with applicable state securities or “blue sky” laws has been
      effected or a valid exemption exists with respect thereto. The Issuer will
      respond to any such notice from a holder within three (3) business days. In
      the
      case of any proposed transfer under this Section 2(h), the Issuer will use
      reasonable efforts to comply with any such applicable state securities or “blue
      sky” laws, but shall in no event be required, (x) to qualify to do business in
      any state where it is not then qualified, (y) to take any action that would
      subject it to tax or to the general service of process in any state where it
      is
      not then subject, or (z) to comply with state securities or “blue sky” laws of
      any state for which registration by coordination is unavailable to the Issuer.
      The restrictions on transfer contained in this Section 2(h) shall be in addition
      to, and not by way of limitation of, any other restrictions on transfer
      contained in any other section of this Warrant. Whenever a certificate
      representing the Warrant Stock is required to be issued to a the Holder without
      a legend, in lieu of delivering physical certificates representing the Warrant
      Stock, the Issuer shall use its reasonable best efforts to cause its transfer
      agent to electronically transmit the Warrant Stock to the Holder by crediting
      the account of the Holder’s Prime Broker with DTC through its DWAC system (to
      the extent not inconsistent with any provisions of this Warrant or the Purchase
      Agreement). Notwithstanding the foregoing to the contrary, the Issuer or its
      transfer agent shall only be obligated to issue and deliver the shares to the
      DTC on a holder’s behalf via DWAC if such exercise is in connection with a sale
      and the Issuer and its transfer agent are participating in DTC through the
      DWAC
      system. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (iv) Accredited
      Investor Status.
      In no
      event may the Holder exercise this Warrant in whole or in part unless the Holder
      is an “accredited investor” as defined in Regulation D under the Securities
      Act.

     

    3.    Stock
      Fully Paid; Reservation and Listing of Shares; Covenants.

     

    (a) Stock
      Fully Paid.
      The
      Issuer represents, warrants, covenants and agrees that all shares of Warrant
      Stock which may be issued upon the exercise of this Warrant or otherwise
      hereunder will, when issued in accordance with the terms of this Warrant, be
      duly authorized, validly issued, fully paid and nonassessable and free from
      all
      taxes, liens and charges created by or through the Issuer. The Issuer further
      covenants and agrees that during the period within which this Warrant may be
      exercised, the Issuer will at all times have authorized and reserved for the
      purpose of issuance upon exercise of this Warrant a number of shares of Common
      Stock equal to at least one hundred ten percent (110%) of the aggregate number
      of shares of Common Stock to provide for the exercise of this
      Warrant.

     

    (b) Reservation.
      If any
      shares of Common Stock required to be reserved for issuance upon exercise of
      this Warrant or as otherwise provided hereunder require registration or
      qualification with any governmental authority under any federal or state law
      before such shares may be so issued, the Issuer will in good faith use its
      best
      efforts as expeditiously as possible at its expense to cause such shares to
      be
      duly registered or qualified. If the Issuer shall list any shares of Common
      Stock on any securities exchange or market it will, at its expense, list
      thereon, maintain and increase when necessary such listing, of, all shares
      of
      Warrant Stock from time to time issued upon exercise of this Warrant or as
      otherwise provided hereunder (provided that such Warrant Stock has been
      registered pursuant to a registration statement under the Securities Act then
      in
      effect), and, to the extent permissible under the applicable securities exchange
      rules, all unissued shares of Warrant Stock which are at any time issuable
      hereunder, so long as any shares of Common Stock shall be so listed. The Issuer
      will also so list on each securities exchange or market, and will maintain
      such
      listing of, any other securities which the Holder of this Warrant shall be
      entitled to receive upon the exercise of this Warrant if at the time any
      securities of the same class shall be listed on such securities exchange or
      market by the Issuer.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (c) Covenants.
      The
      Issuer shall not by any action including, without limitation, amending the
      Articles of Incorporation or the by-laws of the Issuer, or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other 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 the Holder
      hereof against dilution (to the extent specifically provided herein) or
      impairment. Without limiting the generality of the foregoing, the Issuer will
      (i) not permit the par value, if any, of its Common Stock to exceed the then
      effective Warrant Price, (ii) not amend or modify any provision of the
      Certificate of Incorporation or By-laws of the Issuer in any manner that would
      adversely affect the rights of the Holder of this Warrant, (iii) take all such
      action as may be reasonably necessary in order that the Issuer may validly
      and
      legally issue fully paid and nonassessable shares of Common Stock, free and
      clear of any liens, claims, encumbrances and restrictions (other than as
      provided herein) upon the exercise of this Warrant, and (iv) use its best
      efforts to obtain all such authorizations, exemptions or consents from any
      public regulatory body having jurisdiction thereof as may be reasonably
      necessary to enable the Issuer to perform its obligations under this Warrant.
      

     

    (d) Loss,
      Theft, Destruction of Warrant.
      Upon
      receipt of evidence satisfactory to the Issuer of the ownership of and the
      loss,
      theft, destruction or mutilation of this Warrant and, in the case of any such
      loss, theft or destruction, upon receipt of indemnity or security satisfactory
      to the Issuer or, in the case of any such mutilation, upon surrender and
      cancellation of this Warrant, the Issuer will make and deliver, in lieu of
      such
      lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
      representing the right to purchase the same number of shares of Common Stock.
      

     

    (e) Adjustment
      of Warrant Price The price at which such shares of Warrant Stock may be
      purchased upon exercise of this Warrant shall be subject to adjustment from
      time
      to time as set forth in this Section 3. The Issuer shall give the Holder notice
      of any event described below which requires an adjustment pursuant to this
      Section 4 in accordance with the notice provisions set forth in Section
      4.

     

    (f) Adjustments
      for Stock Splits and Combinations.
      If the
      Company shall at any time or from time to time after the Issuance Date, effect
      a
      stock split of the outstanding Common Stock, the Warrant Price shall be
      proportionately decreased. If the Company shall at any time or from time to
      time
      after the Issuance Date, combine the outstanding shares of Common Stock, the
      Warrant Price shall be proportionately increased. Any adjustments under this
      Section 3(f) shall be effective at the close of business on the date the stock
      split or combination becomes effective.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (g) Adjustments
      for Certain Dividends and Distributions.
      If the
      Company shall at any time or from time to time after the Issuance Date, make
      or
      issue or set a record date for the determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in shares of Common
      Stock, then, and in each event, the Warrant Price shall be decreased as of
      the
      time of such issuance or, in the event such record date shall have been fixed,
      as of the close of business on such record date, by multiplying the Warrant
      Price then in effect by a fraction:

     

    (1) the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date; and

     

    (2) the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution. 

     

    (h) Adjustment
      for Other Dividends and Distributions.
      If the
      Company shall at any time or from time to time after the Issuance Date, and
      prior to exercise, make or issue or set a record date for the determination
      of
      holders of Common Stock entitled to receive a dividend or other distribution
      payable in securities of the Company other than cash or shares of Common Stock,
      then, and in each event, an appropriate revision to the applicable Warrant
      Price
      shall be made and provision shall be made (by adjustments of the Warrant Price
      or otherwise) so that the Holder of this Warrant shall receive upon exercise
      thereof, in addition to the number of shares of Common Stock receivable thereon,
      the number of securities of the Company which the Holder would have received
      had
      this Warrant been exercised on the date of such event and had thereafter, during
      the period from the date of such event to and including the Exercise Date,
      retained such securities (together with any distributions payable thereon during
      such period), giving application to all adjustments called for during such
      period under this Section 3(h) with respect to the rights of the Holder;
      provided, however, that if such record date shall have been fixed and such
      dividend is not fully paid or if such distribution is not fully made on the
      date
      fixed therefor, the Warrant Price shall be adjusted pursuant to this Section
      3(h) as of the time of actual payment of such dividends or distributions; and
      provided further, however, that no such adjustment shall be made if the Holder
      simultaneously receives (i) a dividend or other distribution of shares of Common
      Stock in a number equal to the number of shares of Common Stock as the Holder
      would have received if this Warrant had been exercised in full on the date
      of
      such event or (ii) a dividend or other distribution of shares equal to the
      number of additional shares of Common Stock being issued with respect to each
      share of Common Stock in such dividend or distribution.

     

    (i) Recapitalization,
      Reorganization, Reclassification, Consolidation, Merger or Sale.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (i) In
      case
      the Issuer after the Original Issue Date shall do any of the following (each,
      a
“Triggering
      Event”):
      (a)
      consolidate or merge with or into any other Person and the Issuer shall not
      be
      the continuing or surviving corporation of such consolidation or merger, or
      (b)
      permit any other Person to consolidate with or merge into the Issuer and the
      Issuer shall be the continuing or Surviving Person but, in connection with
      such
      consolidation or merger, any Capital Stock of the Issuer shall be changed into
      or exchanged for Securities of any other Person or cash or any other property,
      or (c) transfer all or substantially all of its properties or assets to any
      other Person, or (d) effect a capital reorganization or reclassification of
      its
      Capital Stock, then, and in the case of each such Triggering Event, proper
      provision shall be made so that, upon the basis and the terms and in the manner
      provided in this Warrant, the Holder of this Warrant shall be entitled upon
      the
      exercise hereof at any time after the consummation of such Triggering Event,
      to
      the extent this Warrant is not exercised prior to such Triggering Event, to
      receive at the Warrant Price in effect at the time immediately prior to the
      consummation of such Triggering Event in lieu of the Common Stock issuable
      upon
      such exercise of this Warrant prior to such Triggering Event, the Securities,
      cash and property to which such Holder would have been entitled upon the
      consummation of such Triggering Event if such Holder had exercised the rights
      represented by this Warrant immediately prior thereto (including the right
      of a
      shareholder to elect the type of consideration it will receive upon a Triggering
      Event), subject to adjustments (subsequent to such corporate action) as nearly
      equivalent as possible to the adjustments provided for elsewhere in this Section
      3; provided, however, in the event that the Per Share Market Value is less
      than
      the Warrant Price at the time of such Triggering Event, the Holder shall receive
      an amount in cash equal to the value of this Warrant calculated in accordance
      with the Black-Scholes formula. Notwithstanding the foregoing to the contrary,
      this Section 3(i)(i) shall only apply if the surviving entity pursuant to any
      such Triggering Event is a company that has a class of equity securities
      registered pursuant to the Securities Exchange Act of 1934, as amended, and
      its
      common stock is listed or quoted on a national securities exchange, national
      automated quotation system or the OTC Bulletin Board. In the event that the
      surviving entity pursuant to any such Triggering Event is not a public company
      that is registered pursuant to the Securities Exchange Act of 1934, as amended,
      or its common stock is not listed or quoted on a national securities exchange,
      national automated quotation system or the OTC Bulletin Board, then the Holder
      shall have the right to demand that the Issuer pay to the Holder an amount
      in
      cash equal to the value of this Warrant calculated in accordance with the
      Black-Scholes formula.

     

    (ii) Notwithstanding
      anything contained in this Warrant to the contrary and so long as the surviving
      entity pursuant to any Triggering Event is a company that has a class of equity
      securities registered pursuant to the Securities Exchange Act of 1934, as
      amended, and its common stock is listed or quoted on a national securities
      exchange, national automated quotation system or the OTC Bulletin Board, a
      Triggering Event shall not be deemed to have occurred if, prior to the
      consummation thereof, each Person (other than the Issuer) which may be required
      to deliver any Securities, cash or property upon the exercise of this Warrant
      as
      provided herein shall assume, by written instrument delivered to, and reasonably
      satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
      under this Warrant (and if the Issuer shall survive the consummation of such
      Triggering Event, such assumption shall be in addition to, and shall not release
      the Issuer from, any continuing obligations of the Issuer under this Warrant)
      and (B) the obligation to deliver to such Holder such Securities, cash or
      property as, in accordance with the foregoing provisions of this Section 3(i),
      such Holder shall be entitled to receive, and such Person shall have similarly
      delivered to such Holder an opinion of counsel for such Person, which counsel
      shall be reasonably satisfactory to such Holder, or in the alternative, a
      written acknowledgement executed by the President or Chief Financial Officer
      of
      the Issuer, stating that this Warrant shall thereafter continue in full force
      and effect and the terms hereof (including, without limitation, all of the
      provisions of this Section 3(i)) shall be applicable to the Securities, cash
      or
      property which such Person may be required to deliver upon any exercise of
      this
      Warrant or the exercise of any rights pursuant hereto.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (j) Other
      Provisions applicable to Adjustments under this Section.
      The
      following provisions shall be applicable to the making of adjustments of the
      number of shares of Common Stock for which this Warrant is exercisable and
      the
      Warrant Price then in effect provided for in this Section 4: 

     

    (i) When
      Adjustments to Be Made.
      The
      adjustments required by this Section 4 shall be made whenever and as often
      as
      any specified event requiring an adjustment shall occur, except that any
      adjustment of the number of shares of Common Stock for which this Warrant is
      exercisable that would otherwise be required may be postponed (except in the
      case of a subdivision or combination of shares of the Common Stock, as provided
      for in Section 3(i)) up to, but not beyond the date of exercise if such
      adjustment either by itself or with other adjustments not previously made adds
      or subtracts less than one percent (1%) of the shares of Common Stock for which
      this Warrant is exercisable immediately prior to the making of such adjustment.
      Any adjustment representing a change of less than such minimum amount (except
      as
      aforesaid) which is postponed shall be carried forward and made as soon as
      such
      adjustment, together with other adjustments required by this Section 4 and
      not
      previously made, would result in a minimum adjustment or on the date of
      exercise. For the purpose of any adjustment, any specified event shall be deemed
      to have occurred at the close of business on the date of its
      occurrence.

     

    (ii) Fractional
      Interests.
      In
      computing adjustments under this Section 4, fractional interests in Common
      Stock
      shall be taken into account to the nearest one one-hundredth (1/100th) of a
      share.

     

    (iii) When
      Adjustment Not Required.
      If the
      Issuer shall take a record of the holders of its Common Stock for the purpose
      of
      entitling them to receive a dividend or distribution or subscription or purchase
      rights and shall, thereafter and before the distribution to stockholders
      thereof, legally abandon its plan to pay or deliver such dividend, distribution,
      subscription or purchase rights, then thereafter no adjustment shall be required
      by reason of the taking of such record and any such adjustment previously made
      in respect thereof shall be rescinded and annulled.

     

    (k) Form
      of Warrant after Adjustments.
      The
      form of this Warrant need not be changed because of any adjustments in the
      Warrant Price or the number and kind of Securities purchasable upon the exercise
      of this Warrant. 

     

    (l) Escrow
      of Warrant Stock.
      If
      after any property becomes distributable pursuant to this Section 3 by reason
      of
      the taking of any record of the holders of Common Stock, but prior to the
      occurrence of the event for which such record is taken, and the Holder exercises
      this Warrant, any shares of Common Stock issuable upon exercise by reason of
      such adjustment shall be deemed the last shares of Common Stock for which this
      Warrant is exercised (notwithstanding any other provision to the contrary
      herein) and such shares or other property shall be held in escrow for the Holder
      by the Issuer to be issued to the Holder upon and to the extent that the event
      actually takes place, upon payment of the current Warrant Price. Notwithstanding
      any other provision to the contrary herein, if the event for which such record
      was taken fails to occur or is rescinded, then such escrowed shares shall be
      cancelled by the Issuer and escrowed property returned.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    4.    Notice
      of Adjustments.
      Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
      to
      Section 3 hereof (for purposes of this Section 4, each an “adjustment”),
      the
      Issuer shall cause its Chief Financial Officer to prepare and execute a
      certificate setting forth, in reasonable detail, the event requiring the
      adjustment, the amount of the adjustment, the method by which such adjustment
      was calculated (including a description of the basis on which the Board made
      any
      determination hereunder), and the Warrant Price and Warrant Share Number after
      giving effect to such adjustment, and shall cause copies of such certificate
      to
      be delivered to the Holder of this Warrant promptly after each adjustment.
      Any
      dispute between the Issuer and the Holder of this Warrant with respect to the
      matters set forth in such certificate may at the option of the Holder of this
      Warrant be submitted to a national or regional accounting firm reasonably
      acceptable to the Issuer and the Holder, provided that the Issuer shall have
      ten
      (10) days after receipt of notice from such Holder of its selection of such
      firm
      to object thereto, in which case such Holder shall select another such firm
      and
      the Issuer shall have no such right of objection. The firm selected by the
      Holder of this Warrant as provided in the preceding sentence shall be instructed
      to deliver a written opinion as to such matters to the Issuer and such Holder
      within thirty (30) days after submission to it of such dispute. Such opinion
      shall be final and binding on the parties hereto. The costs and expenses of
      the
      initial accounting firm shall be paid equally by the Issuer and the Holder
      and,
      in the case of an objection by the Issuer, the costs and expenses of the
      subsequent accounting firm shall be paid in full by the Issuer.

     

    5.    Fractional
      Shares.
      No
      fractional shares of Warrant Stock will be issued in connection with any
      exercise hereof, but in lieu of such fractional shares, the Issuer shall round
      the number of shares to be issued upon exercise up to the nearest whole number
      of shares.

     

    6.    Ownership
      Cap and Exercise Restriction.
      Notwithstanding anything to the contrary set forth in this Warrant, at no time
      may a Holder of this Warrant exercise this Warrant if the number of shares
      of
      Common Stock to be issued pursuant to such exercise would exceed, when
      aggregated with all other shares of Common Stock owned by such Holder at such
      time, the number of shares of Common Stock which would result in such Holder
      beneficially owning (as determined in accordance with Section 13(d) of the
      Exchange Act and the rules thereunder) in excess of 4.99% of the then issued
      and
      outstanding shares of Common Stock; provided, however, that upon a holder of
      this Warrant providing the Issuer with sixty-one (61) days notice (pursuant
      to
      Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive
      this Section 6 with regard to any or all shares of Common Stock issuable upon
      exercise of this Warrant, this Section 6 will be of no force or effect with
      regard to all or a portion of the Warrant referenced in the Waiver Notice;
      provided, further, that this provision shall be of no further force or effect
      during the sixty-one (61) days immediately preceding the expiration of the
      term
      of this Warrant.

     

    7.    Registration
      Rights.
      Reference is made to the provisions of Section 3.3 of the Purchase Agreement.
      The Issuer’s obligations thereunder and the other terms and conditions thereof
      with respect to the Warrant Shares are incorporated herein by
      reference.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    8.    Definitions.
      For the
      purposes of this Warrant, the following terms have the following
      meanings:

     

    “Board”
      shall mean the Board of Directors of the Issuer. 

     

    “Capital
      Stock” means and includes (i) any and all shares, interests, participations or
      other equivalents of or interests in (however designated) corporate stock,
      including, without limitation, shares of preferred or preference stock, (ii)
      all
      partnership interests (whether general or limited) in any Person which is a
      partnership, (iii) all membership interests or limited liability company
      interests in any limited liability company, and (iv) all equity or ownership
      interests in any Person of any other type.

     

    “Common
      Stock” means the Common Stock, $0.001 par value per share, of the Issuer and any
      other Capital Stock into which such stock may hereafter be changed.

     

    “Governmental
      Authority” means any governmental, regulatory or self-regulatory entity,
      department, body, official, authority, commission, board, agency or
      instrumentality, whether federal, state or local, and whether domestic or
      foreign.

     

    “Original
      Issue Date” means September __, 2007. 

     

    “OTC
      Bulletin Board” means the over-the-counter electronic bulletin
      board.

     

    “Person”
      means an individual, corporation, limited liability company, partnership, joint
      stock company, trust, unincorporated organization, joint venture, Governmental
      Authority or other entity of whatever nature.

     

    “Per
      Share Market Value” means on any particular date (a) the last closing bid price
      per share of the Common Stock on such immediately preceding Trading Day on
      the
      OTC Bulletin Board or another registered national stock exchange on which the
      Common Stock is then listed, or if there is no such price on such date, when
      the
      closing bid price on such exchange or quotation system on the date nearest
      preceding such date, or (b) if the Common Stock is not listed then on the OTC
      Bulletin Board or any registered national stock exchange, the last closing
      bid
      price for a share of Common Stock in the over-the-counter market, as reported
      by
      the OTC Bulletin Board or in the National Quotation Bureau Incorporated or
      similar organization or agency succeeding to its functions of reporting prices)
      on such immediately preceding Trading Day, or (c) if the Common Stock is not
      then reported by the OTC Bulletin Board or the National Quotation Bureau
      Incorporated (or similar organization or agency succeeding to its functions
      of
      reporting prices), then the average of the “Pink Sheet” quotes for the five (5)
      Trading Days  preceding
      such date of determination, or (d) if the Common Stock is not then publicly
      traded the fair market value of a share of Common Stock as determined by an
      Independent Appraiser selected in good faith by the Majority Holders; provided,
      however, that the Issuer, after receipt of the determination by such Independent
      Appraiser, shall have the right to select an additional Independent Appraiser,
      in which case, the fair market value shall be equal to the average of the
      determinations by each such Independent Appraiser; and provided, further that
      all determinations of the Per Share Market Value shall be appropriately adjusted
      for any stock dividends, stock splits or other similar transactions during
      such
      period. The determination of fair market value by an Independent Appraiser
      shall
      be based upon the fair market value of the Issuer determined on a going concern
      basis as between a willing buyer and a willing seller and taking into account
      all relevant factors determinative of value, and shall be final and binding
      on
      all parties. In determining the fair market value of any shares of Common Stock,
      no consideration shall be given to any restrictions on transfer of the Common
      Stock imposed by agreement or by federal or state securities laws, or to the
      existence or absence of, or any limitations on, voting rights.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    “Purchase
      Agreement” means the Securities Purchase Agreement dated as of October ___,
      2007, among the Issuer and the IM US Holdings, LLC.

     

    “Securities”
      means any debt or equity securities of the Issuer, whether now or hereafter
      authorized, any instrument convertible into or exchangeable for Securities
      or a
      Security, and any option, warrant or other right to purchase or acquire any
      Security. “Security” means one of the Securities.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, or any similar federal
      statute then in effect.

     

    “Subsidiary”
      means any corporation at least 50% of whose outstanding Voting Stock shall
      at
      the time be owned directly or indirectly by the Issuer or by one or more of
      its
      Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

     

    “Term”
      has the meaning specified in Section 1 hereof. 

     

    “Trading
      Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin
      Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board,
      a day
      on which the Common Stock is quoted in the over-the-counter market as reported
      by the National Quotation Bureau Incorporated (or any similar organization
      or
      agency succeeding its functions of reporting prices); provided, however, that
      in
      the event that the Common Stock is not listed or quoted as set forth in (a)
      or
      (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any
      day which shall be a legal holiday or a day on which banking institutions in
      the
      State of New York are authorized or required by law or other government action
      to close.

     

    “Voting
      Stock” means, as applied to the Capital Stock of any corporation, Capital Stock
      of any class or classes (however designated) having ordinary voting power for
      the election of a majority of the members of the Board of Directors (or other
      governing body) of such corporation, other than Capital Stock having such power
      only by reason of the happening of a contingency.

     

    “Warrant
      Price” initially means $0.75, as such price may be adjusted from time to time as
      shall result from the adjustments specified in this Warrant, including Section
      4
      hereto.

     

    “Warrant
      Share Number” means at any time the aggregate number of shares of Warrant Stock
      which may at such time be purchased upon exercise of this Warrant, after giving
      effect to all prior adjustments and increases to such number made or required
      to
      be made under the terms hereof.

     

    “Warrant
      Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or
      otherwise issuable pursuant to any Warrant or Warrants.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    9.    Other
      Notices.
      In case
      at any time:

     

    
      	 	
              (A)

            	
              the
                Issuer shall make any distributions to the holders of Common Stock;
                or

            


    

    


    
      	 	
              (B)

            	
              the
                Issuer shall authorize the granting to all holders of its Common
                Stock of
                rights to subscribe for or purchase any shares of Capital Stock of
                any
                class or other rights; or

            


    

    


    
      	 	
              (C)

            	
              there
                shall be any reclassification of the Capital Stock of the Issuer;
                or

            


    

    


    
      	 	
              (D)

            	
              there
                shall be any capital reorganization by the Issuer;
                or

            


    

    


    
      	 	
              (E)

            	
              there
                shall be any (i) consolidation or merger involving the Issuer or
                (ii)
                sale, transfer or other disposition of all or substantially all of
                the
                Issuer’s property, assets or business (except a merger or other
                reorganization in which the Issuer shall be the surviving corporation
                and
                its shares of Capital Stock shall continue to be outstanding and
                unchanged
                and except a consolidation, merger, sale, transfer or other disposition
                involving a wholly-owned Subsidiary);
                or

            


    

    


    
      	 	
              (F)

            	
              there
                shall be a voluntary or involuntary dissolution, liquidation or winding-up
                of the Issuer or any partial liquidation of the Issuer or distribution
                to
                holders of Common Stock; 

            


    

    


    then,
      in
      each of such cases, the Issuer shall give written notice to the Holder of the
      date on which (i) the books of the Issuer shall close or a record shall be
      taken
      for such dividend, distribution or subscription rights or (ii) such
      reorganization, reclassification, consolidation, merger, disposition,
      dissolution, liquidation or winding-up, as the case may be, shall take place.
      Such notice also shall specify the date as of which the holders of Common Stock
      of record shall participate in such dividend, distribution or subscription
      rights, or shall be entitled to exchange their certificates for Common Stock
      for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, disposition, dissolution, liquidation
      or winding-up, as the case may be. Such notice shall be given at least twenty
      (20) days prior to the action in question and not less than ten (10) days prior
      to the record date or the date on which the Issuer’s transfer books are closed
      in respect thereto. This Warrant entitles the Holder to receive copies of all
      financial and other information distributed or required to be distributed to
      the
      holders of the Common Stock.

    


    10.    Amendment
      and Waiver.
      Any
      term, covenant, agreement or condition in this Warrant may be amended, or
      compliance therewith may be waived (either generally or in a particular instance
      and either retroactively or prospectively), by a written instrument or written
      instruments executed by the Issuer and the Holder. 

     

    11.    Governing
      Law; Jurisdiction.
      This
      Warrant shall be governed by and construed in accordance with the internal
      laws
      of the State of New York, without giving effect to any of the conflicts of
      law
      principles which would result in the application of the substantive law of
      another jurisdiction. This Warrant shall not be interpreted or construed with
      any presumption against the party causing this Warrant to be drafted. The Issuer
      and the Holder agree that venue for any dispute arising under this Warrant
      will
      lie exclusively in the state or federal courts located in Middlesex County,
      Massachusetts and the parties irrevocably waive any right to raise forum non
      conveniens or any other argument that Massachusetts is not the proper venue.
      The
      Issuer and the Holder irrevocably consent to personal jurisdiction in the state
      and federal courts of the state of Massachusetts. The Issuer and the Holder
      consent to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this Warrant and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing in this Section 11
      shall affect or limit any right to serve process in any other manner permitted
      by law. The Issuer and the Holder hereby agree that the prevailing party in
      any
      suit, action or proceeding arising out of or relating to this Warrant or the
      Purchase Agreement, shall be entitled to reimbursement for reasonable legal
      fees
      from the non-prevailing party. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL
      BY
      JURY.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    12.    Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telecopy or facsimile at the address or number designated below
      (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. The addresses
      for
      such communications shall be: 

     

    
      	If
              to the Issuer:	
              StatSure
                Diagnostic Systems, Inc. 

            


    

    1881
      Worcester Rd, #200 

    Framingham,
      MA 01701

    Attention:
      President 

    Tel.
      No.:
      (508) 872-2625 

    Fax
      No.:
      (508) 872-2728 

    


    with
      copies (which copies

    shall
      not
      constitute

    
      	notice)
              to:	
              Samuel
                M. Krieger, Esq. 

            


    

    Krieger
      & Prager LLP

    39
      Broadway, Suite 920

    New
      York,
      NY 10006

    Tel:
      (212) 363-2900

    Fax:
      (212) 363-2999

    


    
      	If
              to any Holder:	
              Inverness
                Medical Innovations, Inc. 

            


    

    51
      Sawyer
      Road, Suite 200 

    Waltham,
      Massachusetts 02453 

    Attention:
      Legal Department 

    Facsimile:
      (781) 647-3939

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    with
      copies (which copies

    shall
      not
      constitute

    
      	notice)
              to:	
              William
                R. Kolb, Esq. 

            


    

    Foley
      Hoag llp
      

    155
      Seaport Boulevard 

    Boston,
      Massachusetts 02210 

    Facsimile:
      (617) 832-7000

    


    Any
      party
      hereto may from time to time change its address for notices by giving written
      notice of such changed address to the other party hereto. 

    


    13.    Warrant
      Agent.
      The
      Issuer may, by written notice to each Holder of this Warrant, appoint an agent
      having an office in New York, New York for the purpose of issuing shares of
      Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of
      Section 2 hereof, exchanging this Warrant pursuant to Section 2(d) hereof or
      replacing this Warrant pursuant to Section 2(d) hereof, or any of the foregoing,
      and thereafter any such issuance, exchange or replacement, as the case may
      be,
      shall be made at such office by such agent.

     

    14.    Remedies.
      The
      Issuer stipulates that the remedies at law of the Holder of this Warrant in
      the
      event of any default or threatened default by the Issuer in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate and that, to the fullest extent permitted by law, such terms may be
      specifically enforced by a decree for the specific performance of any agreement
      contained herein or by an injunction against a violation of any of the terms
      hereof or otherwise.

     

    15.    Successors
      and Assigns.
      This
      Warrant and the rights evidenced hereby shall inure to the benefit of and be
      binding upon the successors and assigns of the Issuer, the Holder hereof and
      (to
      the extent provided herein) the Holders of Warrant Stock issued pursuant hereto,
      and shall be enforceable by any such Holder or Holder of Warrant Stock. Without
      limiting the generality of the foregoing, the Holder may, at any time and from
      time to time, without any consent of or notice to the Issuer, assign all or
      any
      of its rights under this Warrant to any one or more of the Holder’s affiliates
      (including, without limitation, to the Holder’s parent corporation or any
      subsidiary thereof) or to any one or more of its lenders (or to any one or
      more
      of the lenders of the Holder’s parent corporation), and in connection therewith
      the Holder may also pledge any this Warrant and the Warrant Shares to any one
      or
      more of such lenders.

     

    16.    Modification
      and Severability.
      If, in
      any action before any court or agency legally empowered to enforce any provision
      contained herein, any provision hereof is found to be unenforceable, then such
      provision shall be deemed modified to the extent necessary to make it
      enforceable by such court or agency. If any such provision is not enforceable
      as
      set forth in the preceding sentence, the unenforceability of such provision
      shall not affect the other provisions of this Warrant, but this Warrant shall
      be
      construed as if such unenforceable provision had never been contained
      herein.

     

    17.    Headings.
      The
      headings of the Sections of this Warrant are for convenience of reference only
      and shall not, for any purpose, be deemed a part of this Warrant.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Issuer has executed this Common Stock Warrant as of the
      day
      and year first above written.

    
      	 	 	 
	 	STATSURE
              DIAGNOSTIC SYSTEMS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    EXERCISE
      FORM

    COMMON
      STOCK
      WARRANT

    


    STATSURE
      DIAGNOSTIC SYSTEMS, INC.

    


    The
      undersigned _______________, pursuant to the provisions of the within Warrant,
      hereby elects to purchase _____ shares of Common Stock of StatSure Diagnostic
      Systems, Inc. covered by the within Warrant.

     

    
      	Dated:_________________________	Signature______________________________
	 	Address_______________________________


    

     

    The
      Holder is an “accredited investor” as defined in Regulation D under the
      Securities Act of 1933, as amended.

    


    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the date of

    


    Exercise:
      _________________________

    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the within Warrant and all rights evidenced thereby and
      does
      irrevocably constitute and appoint _____________, attorney, to transfer the
      said
      Warrant on the books of the within named corporation.

    


    
      	Dated:_________________________	Signature______________________________
	 	Address_______________________________




    PARTIAL
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the right to purchase _________ shares of Warrant Stock
      evidenced by the within Warrant together with all rights therein, and does
      irrevocably constitute and appoint ___________________, attorney, to transfer
      that part of the said Warrant on the books of the within named corporation.
      

     

    
      	Dated:_________________________	Signature______________________________
	 	Address_______________________________


    

     

    FOR
      USE
      BY THE ISSUER ONLY:

    


    This
      Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
      ___________, _____, shares of Common Stock issued therefor in the name of
      _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
      in
      the name of _______________.