Unassociated Document


    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 DUSKA THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION
      OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
      UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

     

    FORM
      OF
      LONG TERM WARRANT TO PURCHASE

    


    SHARES
      OF
      COMMON STOCK

    


    OF

    


    DUSKA
      THERAPEUTICS, INC.

     

    Expires
      September __, 2012

     

    
      
        	
                No.:
                  W-A -___

              	
                Number
                  of Shares: o

              
	
                Date
                  of Issuance: September __, 2007

              	 


      

       

    

    FOR
      VALUE
      RECEIVED, subject to the provisions hereinafter set forth, the undersigned,
      Duska Therapeutics, Inc., a Nevada corporation (together with its successors
      and
      assigns, the “Issuer”),
      hereby certifies that [ ] or its registered assigns is entitled to subscribe
      for
      and purchase, during the period specified in this Warrant, up to [ ] ([ ])
      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
      right to subscribe for and purchase shares of Warrant Stock represented hereby
      shall commence on September ___, 2007 and shall expire at 5:00 p.m., eastern
      time, on September __, 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
      at any time and from time to time during the Term commencing on September __,
      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 at such Holder’s election
      (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 resale of all 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 and commencing 180 days
      following the Original Issue Date, if (i) the Per Share Market Value of one
      share of Common Stock is greater than the Warrant Price (at the date of
      calculation as set forth below) and (ii) a registration statement under the
      Securities Act providing for the resale of all of the Warrant Stock is not
      then
      in effect, 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 the rights represented by this Warrant in accordance
      with and subject to the terms and conditions hereof, (i) certificates for the
      shares of Warrant Stock so purchased shall be dated the date of such exercise
      and 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, 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 (less any amount thereof which shall have been canceled in
      payment or partial payment of the Warrant Price as hereinabove provided) shall
      also be issued to the Holder hereof at the Issuer’s expense within such
      time.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (e) Transferability
      of Warrant.
      Subject
      to Section 2(g), 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
      the
      Holder’s 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
      for
      the purchase of 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 be dated the Original Issue
      Date
      and shall be identical with this Warrant except as to the number of shares
      of
      Warrant Stock issuable pursuant hereto.

    


    (f) 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.

    


    (g) 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 DUSKA THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION
      OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
      UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (iii) The
      restrictions imposed by this subsection (g) upon the transfer of this Warrant
      or
      the shares of Warrant Stock to be purchased upon exercise hereof shall terminate
      (A) when such securities shall have been resold pursuant to an effective
      registration statement under the Securities Act, (B) upon the Issuer’s receipt
      of an opinion of counsel, in form and substance reasonably satisfactory to
      the
      Issuer, addressed to the Issuer to the effect that such restrictions are no
      longer required to ensure compliance with the Securities Act and state
      securities laws or (C) upon the Issuer’s receipt of other evidence reasonably
      satisfactory to the Issuer that such registration and qualification under the
      Securities Act and state securities laws are not required. Whenever such
      restrictions shall cease and terminate as to any such securities, the Holder
      thereof shall be entitled to receive from the Issuer (or its transfer agent
      and
      registrar), without expense (other than applicable transfer taxes, if any),
      new
      Warrants (or, in the case of shares of Warrant Stock, new stock certificates)
      of
      like tenor not bearing the applicable legend required by paragraph (ii) above
      relating to the Securities Act and state securities laws.

    


    (h) Buy
      In.

    


    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 a Holder’s right to pursue any other
      remedies available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief with
      respect to the Issuer’s failure to timely deliver certificates representing
      shares of Common Stock upon exercise of this Warrant as required pursuant to
      the
      terms hereof.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    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, upon issuance, be duly authorized, validly issued, fully paid
      and non-assessable and free from all taxes, liens and charges created by or
      through Issuer. The Issuer further covenants and agrees that on and after the
      Amendment Date (as defined in the Purchase Agreement) and during the period
      within which this Warrant may be exercised, the Issuer will at all times have
      authorized and reserved for the purpose of the issue upon exercise of this
      Warrant a number of shares of Common Stock equal to at least 120% of the
      aggregate number of shares of Common Stock exercisable hereunder to provide
      for
      the exercise of this Warrant (without regard to limitations on exercisability
      set forth in Section 8).

    


    (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, and, to the extent permissible under the
      applicable securities exchange’s 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.

    


    (c) Covenants.
      Until
      the sooner to occur of the full exercise of this Warrant or the end of the
      Term,
      except and to the extent as waived or consented to by the Holder, the Issuer
      shall not by any action, including, without limitation, amending its Certificate
      of Incorporation or bylaws or through any reorganization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any other
      voluntary action, avoid or seek to avoid the observance or performance of any
      of
      the terms of this Warrant, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder as set forth in this
      Warrant against impairment or dilution. Without limiting the generality of
      the
      foregoing, the Issuer will (a) not increase the par value of any Warrant Stock
      above the amount payable therefor upon such exercise immediately prior to such
      increase in par value, (b) take all such action as may be necessary or
      appropriate in order that the Issuer may validly and legally issue fully paid
      and nonassessable Warrant Stock upon the exercise of this Warrant, and (c)
      use
      commercially reasonable efforts to obtain all such authorizations, exemptions
      or
      consents from any public regulatory body having jurisdiction thereof as may
      be
      necessary to enable the Issuer to perform its obligations under this
      Warrant.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (d) Loss,
      Theft, Destruction of Warrants.
      Upon
      receipt of evidence satisfactory to the Issuer of the ownership of and the
      loss,
      theft, destruction or mutilation of any 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 such 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.

    


    4. Adjustment
      of Warrant Price and Warrant Share Number.
      The
      number of shares of Common Stock for which this Warrant is exercisable, and
      the
      price at which such shares may be purchased upon exercise of this Warrant,
      shall
      be subject to adjustment from time to time as set forth in this Section 4.
      The
      Issuer shall give the Holder notice of any event described below which requires
      an adjustment pursuant to this Section 4 in accordance with Section 5.
      Notwithstanding any adjustment hereunder, at no time shall the Warrant Price
      be
      greater than $0.44 per share, except if it is adjusted pursuant to Section
      4(b)(iii).

    


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

    


    (i) In
      case
      the Issuer after the Original Issue Date shall do any of the following (each,
      a
“Triggering
      Event”):
      (a)
      consolidate with or merge 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
      to
      elect the type of consideration, if applicable), subject to adjustments
      (subsequent to such corporate action) as nearly equivalent as possible to the
      adjustments provided for elsewhere in this Section 4. Unless the surviving
      entity in any such Triggering Event is a public company under the Securities
      Exchange Act of 1934, the common equity securities of which are traded or quoted
      on a national securities exchange or the OTC Bulletin Board (a “Qualifying
      Entity”),
      the
      Holder, at its option, shall be permitted to require that the Company pay to
      the
      Holder an amount equal to the Black-Scholes value of this Warrant.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (ii) Notwithstanding
      anything contained in this Warrant to the contrary and so long as the surviving
      entity is a Qualifying Entity, the Issuer will not be deemed to have effected
      any Triggering Event 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 the Holder of this Warrant and reasonably
      satisfactory to the Holder, (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 shares of Securities, cash or property as, in
      accordance with the foregoing provisions of this subsection (a), 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 shall be reasonably
      satisfactory to the Holder, 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 subsection (a)) 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.
      

    


    (b) Stock
      Dividends, Subdivisions and Combinations.
      If at
      any time the Issuer shall:

    


    (i) set
      a
      record date or take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other distribution of,
      shares of Common Stock, 

    


    (ii) subdivide
      its outstanding shares of Common Stock into a larger number of shares of Common
      Stock, or

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (iii) combine
      its outstanding shares of Common Stock into a smaller number of shares of Common
      Stock,

    


    then
      (1)
      the number of shares of Common Stock for which this Warrant is exercisable
      immediately after the occurrence of any such event shall be adjusted to equal
      the number of shares of Common Stock which a record holder of the same number
      of
      shares of Common Stock for which this Warrant is exercisable immediately prior
      to the occurrence of such event would own or be entitled to receive after the
      happening of such event, and (2) the Warrant Price then in effect shall be
      adjusted to equal (A) the Warrant Price then in effect multiplied by the number
      of shares of Common Stock for which this Warrant is exercisable immediately
      prior to the adjustment divided by (B) the number of shares of Common Stock
      for
      which this Warrant is exercisable immediately after such
      adjustment.

    


    (c) Certain
      Other Distributions.
      If at
      any time the Issuer shall set a record date or take a record of the holders
      of
      its Common Stock for the purpose of entitling them to receive any divi-dend
      or
      other distribution of:

    


    (i) cash
      (other than a cash dividend payable out of earnings or earned surplus legally
      available for the payment of dividends under the laws of the jurisdiction of
      incorporation of the Issuer),

    


    (ii) any
      evidences of its indebtedness, any shares of stock of any class or any other
      securities or property of any nature whatsoever (other than cash, Common Stock
      Equivalents, Additional Shares of Common Stock or Permitted Issuances),
      or

    


    (iii) any
      warrants or other rights to subscribe for or purchase any evidences of its
      indebtedness, any shares of stock of any class or any other securities or
      property of any nature whatsoever (other than cash, Common Stock Equivalents,
      Additional Shares of Common Stock or Permitted Issuances),

    


    then
      (1)
      the number of shares of Common Stock for which this Warrant is exercisable
      shall
      be adjusted to equal the product of the number of shares of Common Stock for
      which this Warrant is exercisable immediately prior to such adjustment
      multiplied by a fraction (A) the numerator of which shall be the Per Share
      Market Value of Common Stock at the date of taking such record and (B) the
      denominator of which shall be such Per Share Market Value minus the amount
      allocable to one share of Common Stock of any such cash so distributable and
      of
      the fair value (as determined in good faith by the Board of Directors of the
      Issuer and supported by an opinion from an investment banking firm reasonably
      acceptable to the Holder) of any and all such evidences of indebtedness, shares
      of stock, other securities or property or warrants or other subscription or
      purchase rights so distributable, and (2) the Warrant Price then in effect
      shall
      be adjusted to equal (A) the Warrant Price then in effect multiplied by the
      number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to the adjustment divided by (B) the number of shares of
      Common Stock for which this Warrant is exercisable immediately after such
      adjustment. A reclassification of the Common Stock (other than a change in
      par
      value, or from par value to no par value or from no par value to par value)
      into
      shares of Common Stock and shares of any other class of stock shall be deemed
      a
      distribution by the Issuer to the holders of its Common Stock of such shares
      of
      such other class of stock within the meaning of this Section 4(c) and, if the
      outstanding shares of Common Stock shall be changed into a larger or smaller
      number of shares of Common Stock as a part of such reclassification, such change
      shall be deemed a subdivision or combination, as the case may be, of the
      outstanding shares of Common Stock within the meaning of Section
      4(b).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (d) Issuance
      of Additional Shares of Common Stock.
      

    


     

    (i) In
      the
      event the Issuer shall at any time following the Original Issue Date issue
      any
      Additional Shares of Common Stock (otherwise than as provided in the foregoing
      subsections (a) through (c) of this Section 4), at a price per share less than
      the Warrant Price then in effect or without consideration, then the Warrant
      Price upon each such issuance shall be adjusted to the price equal to the
      consideration per share paid for such Additional Shares of Common Stock.


    


    (ii) No
      adjustment of the Warrant Price shall be made under paragraph (i) of
      Section 4(d) upon the issuance of any Additional Shares of Common Stock
      which are issued pursuant to the exercise or conversion of any Common Stock
      Equivalents if any such adjustment shall previously have been made upon the
      issuance of such Common Stock Equivalents, or upon the issuance of any warrant
      or other rights therefor pursuant to Sections 4(e) or 4(f), or in connection
      with any Permitted Issuances. 

    


    (e) Issuance
      of Warrants or Other Rights.
      If at
      any time the Issuer shall take a record of the Holders of its Common Stock
      for
      the purpose of entitling them to receive a distribution of, or shall in any
      manner (whether directly or by assumption in a merger in which the Issuer is
      the
      surviving corporation) issue or sell any warrants
      or options,
      whether
      or not immediately exercisable, and the Warrant Consideration (hereafter
      defined) per share for which Common Stock is issuable upon the exercise of
      such
      warrant or option shall be less than the Warrant Price in effect immediately
      prior to the time of such issue or sale, then the Warrant Price then in effect
      immediately prior to the time of such issue or sale, shall be adjusted to the
      price equal to the Warrant Consideration per share for which Common Stock is
      issuable upon the exercise of such warrant or option. No adjustments of the
      Warrant Price then in effect shall be made upon the actual issue of such Common
      Stock or of such Common Stock Equivalents upon exercise of such warrants or
      other rights or upon the actual issue of such Common Stock upon such conversion
      or exchange of such Common Stock Equivalents if adjustment has been previously
      made pursuant to this section. No adjustments of the Warrant Price shall be
      made
      under this Section 4(e) in connection with any Permitted Issuances.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (f) Issuance
      of Common Stock Equivalents.
      If at
      any time prior the Issuer shall take a record of the Holders of its Common
      Stock
      for the purpose of entitling them to receive a distribution of, or shall in
      any
      manner (whether directly or by assumption in a merger in which the Issuer is
      the
      surviving corporation) issue or sell, any Common Stock Equivalents, whether
      or
      not the rights to exchange or convert thereunder are immediately exercisable,
      and the Common Stock Equivalent Consideration (hereafter defined) per share
      for
      which Common Stock is issuable upon such conversion or exchange shall be less
      than the Warrant Price in effect immediately prior to the time of such issue
      or
      sale, or if, after any such issuance of Common Stock Equivalents, the price
      per
      share for which Additional Shares of Common Stock may be issuable thereafter
      is
      amended or adjusted, and such price as so amended shall be less than the
      applicable Conversion Price in effect at the time of such amendment or
      adjustment, then the Warrant Price then in effect immediately prior to the
      time
      of such issue or sale, shall upon each such issuance or sale be adjusted to
      the
      price equal to the Common Stock Equivalent Consideration per share paid for
      such
      Common Share Equivalents. No further adjustment of the Warrant Price then in
      effect shall be made under this Section 4(f) upon the issuance of any Common
      Stock Equivalents which are issued pursuant to the exercise of any warrants
      or
      other subscription or purchase rights therefor, if any such adjustment shall
      previously have been made upon the issuance of such warrants or other rights
      pursuant to Section 4(e). No further adjustments of the Warrant Price then
      in
      effect shall be made upon the actual issue of such Common Stock upon conversion
      or exchange of such Common Stock Equivalents if adjustment shall have previously
      been made pursuant to this section. No adjustments of the Warrant Price shall
      be
      made under this Section 4(f) in connection with any Permitted
      Issuances.

    


    (g) Superseding
      Adjustment.
      If, at
      any time after any adjustment of the Warrant Price then in effect shall have
      been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance
      of warrants, other rights or Common Stock Equivalents, and (i) such warrants
      or
      other rights, or the right of conversion or exchange in such other Common Stock
      Equivalents, shall expire, and all or a portion of such warrants or other
      rights, or the right of conversion or exchange with respect to all or a portion
      of such other Common Stock Equivalents, as the case may be shall not have been
      exercised, or (ii) the consideration per share for which shares of Common Stock
      are issuable pursuant to such Common Stock Equivalents, shall be increased
      solely by virtue of provisions therein contained for an automatic increase
      in
      such consideration per share upon the occurrence of a specified date or event,
      then for each outstanding Warrant such previous adjustment shall be rescinded
      and annulled and the Additional Shares of Common Stock which were deemed to
      have
      been issued by virtue of the computation made in connection with the adjustment
      so rescinded and annulled shall no longer be deemed to have been issued by
      virtue of such computation. Upon the occurrence of an event set forth in this
      Section 4(g) above, there shall be a recomputation made of the effect of
      such Common Stock Equivalents on the basis of: (i) treating the number of
      Additional Shares of Common Stock or other property, if any, theretofore
      actually issued or issuable pursuant to the previous exercise of any such
      warrants or other rights or any such right of conversion or exchange, as having
      been issued on the date or dates of any such exercise and for the consideration
      actually received and receivable therefor, and (ii) treating any such
      Common Stock Equivalents which then remain outstanding as having been granted
      or
      issued immediately after the time of such increase of the consideration per
      share for which shares of Common Stock or other property are issuable under
      such
      Common Stock Equivalents; whereupon a new adjustment of the Warrant Price then
      in effect shall be made, which new adjustment shall supersede the previous
      adjustment so rescinded and annulled.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (h) Purchase
      of Common Stock by the Issuer.
      If the
      Issuer at any time while this Warrant is outstanding shall, directly or
      indirectly through a Subsidiary or otherwise, purchase, redeem or otherwise
      acquire any shares of Common Stock at a price per share greater than the Per
      Share Market Value, then the Warrant Price upon each such purchase, redemption
      or acquisition shall be adjusted to that price determined by multiplying such
      Warrant Price by a fraction (i) the numerator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such purchase,
      redemption or acquisition minus the number of shares of Common Stock which
      the
      aggregate consideration for the total number of such shares of Common Stock
      so
      purchased, redeemed or acquired would purchase at the Per Share Market Value;
      and (ii) the denominator of which shall be the number of shares of Common Stock
      outstanding immediately after such purchase, redemption or acquisition. For
      the
      purposes of this subsection (h), the date as of which the Per Share Market
      Price
      shall be computed shall be the earlier of (x) the date on which the Issuer
      shall
      enter into a firm contract for the purchase, redemption or acquisition of such
      Common Stock, or (y) the date of actual purchase, redemption or acquisition
      of
      such Common Stock. For the purposes of this subsection (h), a purchase,
      redemption or acquisition of a Common Stock Equivalent shall be deemed to be
      a
      purchase of the underlying Common Stock, and the computation herein required
      shall be made on the basis of the full exercise, conversion or exchange of
      such
      Common Stock Equivalent on the date as of which such computation is required
      hereby to be made, whether or not such Common Stock Equivalent is actually
      exercisable, convertible or exchangeable on such date.

    


    (i) 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) Computation
      of Consideration.
      To the
      extent that any Additional Shares of Common Stock or any Common Stock
      Equivalents (or any warrants or other rights therefor) shall be issued for
      cash
      consideration, the consideration received by the Issuer therefor shall be the
      amount of the cash received by the Issuer therefor, or, if such Additional
      Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
      for
      subscription, the subscription price, or, if such Additional Shares of Common
      Stock or Common Stock Equivalents are sold to underwriters or dealers for public
      offering without a subscription offering, the initial public offering price
      (in
      any such case subtracting any amounts paid or receivable for accrued interest
      or
      accrued dividends and without taking into account any compensation, discounts
      or
      expenses paid or incurred by the Issuer for and in the underwriting of, or
      otherwise in connection with, the issuance thereof). To the extent that such
      issuance shall be for a consideration other than cash, then, except as herein
      otherwise expressly provided, the amount of such consideration shall be deemed
      to be the fair value of such consideration at the time of such issuance as
      mutually de-termined in good faith by the Board of Directors of the Issuer
      and
      the Majority Holders. The consideration for any Additional Shares of Common
      Stock issuable pursuant to any warrants or other rights to subscribe for or
      purchase the same shall be the consideration received by the Issuer for issuing
      such warrants or other rights divided by the number of shares of Common Stock
      issuable upon the exercise of such warrant or right plus the additional
      con-sideration payable to the Issuer upon exercise of such warrant or other
      right for one share of Common Stock (together the “Warrant Consideration”). The
      consideration for any Additional Shares of Common Stock issuable pursuant to
      the
      terms of any Common Stock Equivalents shall be the consideration received by
      the
      Issuer for issuing such Common Stock Equivalent, divided by the number of shares
      of Common Stock issuable upon the conversion or other exercise of such Common
      Stock Equivalent, plus the additional consideration, if any, payable to the
      Issuer upon the exercise of the right of conversion or exchange in such Common
      Stock Equivalent for one share of Common Stock (together the “Common Stock
      Equivalent Consideration”). In case of the issuance at any time of any
      Additional Shares of Common Stock or Common Stock Equivalents in payment or
      satisfaction of any dividends upon any class of stock other than Common Stock,
      the Issuer shall be deemed to have received for such Additional Shares of Common
      Stock or Common Stock Equivalents a consideration equal to the amount of such
      dividend so paid or satisfied. 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (ii) Adjustments
      of Number of Shares.
      In
      connection with an adjustment of the Warrant Price pursuant to
      Sections (d), (e), (f), (g) and (h) of this Section 4, the number of
      shares of Common Stock issuable hereunder shall be increased such that the
      aggregate Warrant Price payable hereunder, after taking into account the
      decrease in the Exercise Price, shall be equal to the aggregate Warrant Price
      prior to such adjustment.

    


    (iii) 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.

    


    (iv) 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. 

    


    (j) 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 exercise
      of
      this Warrant.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (k) Escrow
      of Property.
      If
      after any property becomes distributable pursuant to this Section 4 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, such property shall be held in escrow for the Holder by the Issuer
      to be distributed to the Holder upon and to the extent that the event actually
      takes place, upon payment of the then 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 property shall be
      returned to the Issuer.

    


    5. Notice
      of Adjustments.
      Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
      to
      Section 4 hereof (for purposes of this Section 5, 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 one of the national accounting firms currently known
      as
      the “big four” selected by 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.


    


    6. 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 at
      its
      option either (a) make a cash payment therefor equal in amount to the product
      of
      the applicable fraction multiplied by the Per Share Market Value then in effect
      or (b) issue one whole share in lieu of such fractional share.

    


    7. [Intentionally
      Reserved].
      

    


    8. Certain
      Exercise Restrictions. 

     

    (a) 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 Securities Exchange Act
      of 1934, as amended, and the rules thereunder) in excess of 4.999% of all of
      the
      Common Stock outstanding at such time; provided,
      however,
      that
      upon a holder of this Warrant providing the Issuer with sixty-one (61) days
      notice (pursuant to Section 13 hereof) (the "Waiver Notice") that such holder
      would like to waive this Section 7(a) with regard to any or all shares of
      Common Stock issuable upon exercise of this Warrant, this Section 7(a) 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.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (b)
       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 Securities Exchange Act
      of 1934, as amended, and the rules thereunder) in excess of 9.999% of all of
      the
      Common Stock outstanding at such time; provided, however, that upon a holder
      of
      this Warrant providing the Issuer with sixty-one (61) days notice (pursuant
      to
      Section 13 hereof) (the “Waiver Notice”) that such holder would like to
      waive this Section 8 with regard to any or all shares of Common Stock
      issuable upon exercise of this Warrant, this Section 8 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.

    


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

    


    “Additional
      Shares of Common Stock”
means
      all shares of Common Stock issued by the Issuer after the Original Issue Date,
      and all shares of Other Common, if any, issued by the Issuer after the Original
      Issue Date, except for Permitted Issuances.

    


    “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.

    


    “Certificate
      of Incorporation”
means
      the Articles of Incorporation of the Issuer as in effect on the Original Issue
      Date, and as hereafter from time to time amended, modified, supplemented or
      restated in accordance with the terms hereof and thereof and pursuant to
      applicable law.

    


    “Common
      Stock”
means
      the Common Stock, par value $.001 per share, of the Issuer and any other Capital
      Stock into which such stock may hereafter be changed.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    “Common
      Stock Equivalent”
means
      any Convertible Security or warrant, option or other right to subscribe for
      or
      purchase any Additional Shares of Common Stock or any Convertible
      Security.

    


    “Common
      Stock Equivalent Consideration”
has
      the
      meaning specified in Section 4 (i) (i) hereof.

    


    “Convertible
      Securities”
means
      evidences of Indebtedness, shares of Capital Stock or other Securities which
      are
      or may be at any time convertible into or exchangeable for Additional Shares
      of
      Common Stock. The term “Convertible Security” means one of the Convertible
      Securities.

    


    “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.

    


    “Holders”
mean
      the Persons who shall from time to time own any Warrant. The term “Holder” means
      one of the Holders.

    


    “Independent
      Appraiser”
means
      a
      nationally recognized or major regional investment banking firm or firm of
      independent certified public accountants of recognized standing (which may
      be
      the firm that regularly examines the financial statements of the Issuer) that
      is
      regularly engaged in the business of appraising the Capital Stock or assets
      of
      corporations or other entities as going concerns, and which is not affiliated
      with either the Issuer or the Holder of any Warrant.

    


    “Issuer”
means
      Duska Therapeutics, Inc., a Nevada corporation, and its successors.


    


    “Majority
      Holders”
means
      at any time the Holders of Warrants, substantially in the form of this Warrant
      and issued on the Original Issue Date, exercisable for a majority of the shares
      of Warrant Stock issuable under the Warrants at the time
      outstanding.

    


    “Original
      Issue Date”
means
      September __, 2007.

    


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

    


    “Other
      Common”
means
      any other Capital Stock of the Issuer of any class which shall be authorized
      at
      any time after the date of this Warrant (other than Common Stock) and which
      shall have the right to participate in the distribution of earnings and assets
      of the Issuer without limitation as to amount.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    “Outstanding
      Common Stock”
means,
      at any given time, the aggregate amount of outstanding shares of Common Stock,
      assuming full exercise, conversion or exchange (as applicable) of all options,
      warrants and other Securities which are convertible into or exercisable or
      exchangeable for, and any right to subscribe for, shares of Common Stock that
      are outstanding at such time.

    


    “Permitted
      Issuances”
means
      (1) issuances of shares of Common Stock or options to employees, officers or
      directors of the Company pursuant to any stock or option plan duly adopted
      by a
      majority of the non-employee members of the Board of Directors of the Company
      or
      a majority of the members of a committee of non-employee directors established
      for such purpose; (2) issuances of securities upon the exercise or exchange
      of
      or conversion of any securities exercisable or exchangeable for or convertible
      into shares of Common Stock issued and outstanding on the Original Issue Date
      (including this Warrant and the other securities issued pursuant to the Purchase
      Agreement), provided that such securities have not been amended since the
      Original Issue Date to increase the number of such securities or to decrease
      the
      exercise, exchange or conversion price of any such securities; and (3)
      securities issued pursuant to acquisitions or strategic transactions approved
      by
      a majority of the disinterested directors, but not including a transaction
      with
      an entity whose primary business is investing in securities or a transaction,
      the primary purpose of which is to raise capital.

    


    “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 trading price on any national securities
      exchange on which the Common Stock is listed, or, if there is no such price,
      the
      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) at the close of business on such date, or (b) 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 Common Stock on such date, or (c) if the Common Stock is not then publicly
      traded the fair market value of a share of Common Stock on such date as
      determined by the Board in good faith; provided,
      however,
      that
      the Majority Holders, after receipt of the determination by the Board, shall
      have the right to select, jointly with the Issuer, an Independent Appraiser,
      in
      which case, the fair market value shall be the determination by 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 the
      period between the date as of which such market value was required to be
      determined and the date it is finally determined. The determination of fair
      market value 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.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    “Purchase
      Agreement”
means
      the Note and Warrant Purchase Agreement dated as of September __, 2007 among
      the
      Issuer and the investors a party thereto.

    


    “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, and a limited
      liability company at least 50% of whose membership interests, shall at the
      time
      be owned directly or indirectly by the Issuer or by 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.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    “Warrants”
means
      the Warrants issued and sold pursuant to the Purchase Agreement, including,
      without limitation, this Warrant, and any other warrants of like tenor issued
      in
      substitution or exchange for any thereof pursuant to the provisions of Section
      2(c), 2(d) or 2(e) hereof or of any of such other Warrants. 

    


    “Warrant
      Consideration”
has
      the
      meaning specified in Section 4(i)(i) hereof.

    


    “Warrant
      Price”
      initially means U.S. $0.44, 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.

    


    10. 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 of any Common Stock Equivalents 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

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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 twenty (20) days
      prior to the record date or the date on which the Issuer’s transfer books are
      closed in respect thereto. The Holder shall have the right to send two (2)
      representatives selected by it to each meeting, who shall be permitted to
      attend, but not vote at, such meeting and any adjournments thereof. 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.

    


    11. 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 Majority Holders; provided,
      however,
      that no
      such amendment or waiver shall reduce the Warrant Share Number, increase the
      Warrant Price, shorten the period during which this Warrant may be exercised
      or
      modify any provision of this Section 11 without the consent of the Holder of
      this Warrant.

    


    12. Governing
      Law.
      THIS
      WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
      LAW.

    


    13. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earlier of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified for
      notice prior to 5:00 p.m., eastern time, on a Trading Day, (ii) the Trading
      Day
      after the date of transmission, if such notice or communication is delivered
      via
      facsimile at the facsimile telephone number specified for notice later than
      5:00
      p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time,
      on
      such date, (iii) the Trading Day following the date of mailing, if sent by
      nationally recognized overnight courier service or (iv) actual receipt by the
      party to whom such notice is required to be given. The addresses for such
      communications shall be with respect to the Holder of this Warrant or of Warrant
      Stock issued pursuant hereto, addressed to such Holder at its last known address
      or facsimile number appearing on the books of the Issuer maintained for such
      purposes, or with respect to the Issuer, addressed to:

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    Duska
      Therapeutics, Inc. 

    Two
      Bala
      Plaza, Suite 300

    Bala
      Cynwyd, PA

    Tel.
      No.:


    Fax
      No.:


    


    with
      a
      copy to: 

    


    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      NY 10006

    Fax:
      (212) 930-9725

     

    Copies
      of
      notices to the Holder shall be sent to Burak Anderson & Melloni, PLC, 30
      Main Street, Burlington, Vermont 05402, Attention: Shane W. McCormack, Tel
      No.:
      (802) 862-0500, Fax No.: (802) 862-8176. Any party hereto may from time to
      time
      change its address for notices by giving at least ten (10) days written notice
      of such changed address to the other party hereto.

    


    14. 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 subsection (d) of Section
      2 hereof or replacing this Warrant pursuant to subsection (d) of Section 3
      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.

    


    15. 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.

    


    16. 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.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    17. 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.

    


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

    


    19. Voting.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company prior to the exercise hereof as set forth in Section
      2.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              DUSKA
                THERAPEUTICS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	
              Title:
                

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    LONG
      TERM
WARRANT

    EXERCISE
      FORM

    


    DUSKA
      THERAPEUTICS, INC.

     

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

    


    
      	
              Dated:

            	   
	 	
              Signature

            	   

	 	 	 	 	 
	 	 	 	
              Address

            	
                 
                

            
	 	 	 	 	 


    

     

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

    


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

     

    The
      undersigned intends that payment of the Warrant Price shall be made as (check
      one): 

     

    Cash
      Exercise_______ 

     

    Cashless
      Exercise_______

     

    If
      the
      Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
      by
      certified or official bank check (or via wire transfer) to the Issuer in
      accordance with the terms of the Warrant. 

     

    If
      the
      Holder has elected a Cashless Exercise, a certificate shall be issued to the
      Holder for the number of shares equal to the whole number portion of the product
      of the calculation set forth below, which is ___________.

     

    X
      = Y -
(A)(Y)

    B

    


    Where: 

    


    The
      number of shares of Common Stock to be issued to the Holder
      __________________(“X”).

    


    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 ___________________________ (“Y”). 

    


    The
      Warrant Price ______________ (“A”). 

    


    The
      Per
      Share Market Value of one share of Common Stock _______________________
      (“B”).

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    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 _______________.

    


    
      
        
        

      

      
        -24-