THE
      SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
      HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
      AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
      THE
      COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
      SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
      ACT
      OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

    


    SUBJECT
      TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00
      P.M. EASTERN TIME ON OCTOBER __, 2012 (THE “EXPIRATION DATE”).

    


    No.
      B-                     

    


    


    MICRO-TECH
      IDENTIFICATION SYSTEMS, INC.

    


    CLASS
      B WARRANT TO PURCHASE __________ SHARES OF

    COMMON
      STOCK, PAR VALUE $0.001 PER SHARE

    


    For
      VALUE
      RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase,
      subject to the provisions of this Warrant, from Micro-Tech Identification
      Systems, Inc., a Nevada corporation (“Company”), at any time not later than 5:00
      P.M., Eastern time, on the Expiration Date (as defined above), at an exercise
      price per share equal to $3.26 (the exercise price in effect being herein called
      the “Warrant Price”), __________ shares1 
      (“Warrant Shares”) of the Company’s Common Stock, par value $0.001 per share
      (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this
      Warrant and the Warrant Price shall be subject to adjustment from time to time
      as described herein. This Warrant is being issued pursuant to the Securities
      Purchase Agreement, dated as of October __, 2007 (the “Purchase Agreement”),
      among the Company and the initial holders of the Company Warrants (as defined
      below). Capitalized terms used herein have the respective meanings ascribed
      thereto in the Purchase Agreement unless otherwise defined herein.

    


    Section
      1. Registration.
      The
      Company shall maintain books for the transfer and registration of the Warrant.
      Upon the initial issuance of this Warrant, the Company shall issue and register
      the Warrant in the name of the Warrantholder.

    


    Section
      2. Transfers.
      As
      provided herein, this Warrant may be transferred only pursuant to a registration
      statement filed under the Securities Act of 1933, as amended (the “Securities
      Act”), or an exemption from such registration. Subject to such restrictions, the
      Company shall transfer this Warrant from time to time upon the books to be
      maintained by the Company for that purpose, upon surrender hereof for transfer,
      properly endorsed or accompanied by appropriate instructions for transfer and
      such other documents as may be reasonably required by the Company, including,
      if
      required by the Company, an opinion of its counsel to the effect that such
      transfer is exempt from the registration requirements of the Securities Act,
      to
      establish that such transfer is being made in accordance with the terms hereof,
      and a new Warrant shall be issued to the transferee and the surrendered Warrant
      shall be canceled by the Company.

     

    
      
        
1
        100%
        warrant coverage

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3. Exercise
      of Warrant.
      Subject
      to the provisions hereof, the Warrantholder may exercise this Warrant, in whole
      or in part, at any time prior to its expiration upon surrender of the Warrant,
      together with delivery of a duly executed Warrant exercise form, in the form
      attached hereto as “Appendix
      A”
(the
      “Exercise Agreement”) and payment by cash, certified check or wire transfer of
      funds (or,
      in
      certain circumstances, by cashless exercise as provided below) of
      the
      aggregate Warrant Price for that number of Warrant Shares then being purchased,
      to the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the Warrantholder). The Warrant Shares so purchased
      shall be deemed to be issued to the Warrantholder or the Warrantholder’s
      designee, as the record owner of such shares, as of the close of business on
      the
      date on which this Warrant shall have been surrendered (or the date evidence
      of
      loss, theft or destruction thereof and security or indemnity satisfactory to
      the
      Company has been provided to the Company), the Warrant Price shall have been
      paid and the completed Exercise Agreement shall have been delivered.
      Certificates for the Warrant Shares so purchased shall be delivered to the
      Warrantholder within a reasonable time, not exceeding three (3) business days,
      after this Warrant shall have been so exercised. The certificates so delivered
      shall be in such denominations as may be requested by the Warrantholder and
      shall be registered in the name of the Warrantholder or such other name as
      shall
      be designated by the Warrantholder, as specified in the Exercise Agreement.
      If
      this Warrant shall have been exercised only in part, then, unless this Warrant
      has expired, the Company shall, at its expense, at the time of delivery of
      such
      certificates, deliver to the Warrantholder a new Warrant representing the right
      to purchase the number of shares with respect to which this Warrant shall not
      then have been exercised. As used herein, “business day” means a day, other than
      a Saturday or Sunday, on which banks in New York City are open for the general
      transaction of business. Each exercise hereof shall constitute the
      re-affirmation by the Warrantholder that the representations and warranties
      contained in Section 5 of the Purchase Agreement are true and correct in all
      material respects with respect to the Warrantholder as of the time of such
      exercise.

    


    Section
      4. Compliance
      with the Securities Act of 1933.
      Except
      as provided in the Purchase Agreement, the Company may cause the legend set
      forth on the first page of this Warrant to be set forth on each Warrant, and
      a
      similar legend on any security issued or issuable upon exercise of this Warrant,
      unless counsel for the Company is of the opinion as to any such security that
      such legend is unnecessary.

    


    Section
      5. Payment
      of Taxes.
      The
      Company will pay any documentary stamp taxes attributable to the initial
      issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
      however, that the Company shall not be required to pay any tax or taxes which
      may be payable in respect of any transfer involved in the issuance or delivery
      of any certificates for Warrant Shares in a name other than that of the
      Warrantholder in respect of which such shares are issued, and in such case,
      the
      Company shall not be required to issue or deliver any certificate for Warrant
      Shares or any Warrant until the person requesting the same has paid to the
      Company the amount of such tax or has established to the Company’s reasonable
      satisfaction that such tax has been paid. The Warrantholder shall be responsible
      for income taxes due under federal, state or other law, if any such tax is
      due.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    Section
      6. Mutilated
      or Missing Warrants.
      In case
      this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
      issue in exchange and substitution of and upon surrender and cancellation of
      the
      mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen
      or destroyed, a new Warrant of like tenor and for the purchase of a like number
      of Warrant Shares, but only upon receipt of evidence reasonably satisfactory
      to
      the Company of such loss, theft or destruction of the Warrant, and with respect
      to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with
      respect thereto, if requested by the Company.

    


    Section
      7. Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available out of its authorized
      but
      unissued shares of Common Stock, solely for the purpose of providing for the
      exercise of the Company Warrants, such number of shares of Common Stock as
      shall
      from time to time equal the number of shares sufficient to permit the exercise
      of the Company Warrants in accordance with their respective terms. The Company
      agrees that all Warrant Shares issued upon due exercise of the Warrant shall
      be,
      at the time of delivery of the certificates for such Warrant Shares, duly
      authorized, validly issued, fully paid and non-assessable shares of Common
      Stock
      of the Company.

    


    Section
      8. Adjustments.
      Subject
      and pursuant to the provisions of this Section 8, the Warrant Price and number
      of Warrant Shares subject to this Warrant shall be subject to adjustment from
      time to time as set forth hereinafter.

    


    (a) If
      the
      Company shall, at any time or from time to time while this Warrant is
      outstanding, pay a dividend or make a distribution on its Common Stock in shares
      of Common Stock, subdivide its outstanding shares of Common Stock into a greater
      number of shares or combine its outstanding shares of Common Stock into a
      smaller number of shares or issue by reclassification of its outstanding shares
      of Common Stock any shares of its capital stock (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing corporation), then (i) the Warrant Price in effect
      immediately prior to the date on which such change shall become effective shall
      be adjusted by multiplying such Warrant Price by a fraction, the numerator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      prior to such change and the denominator of which shall be the number of shares
      of Common Stock outstanding immediately after giving effect to such change
      and
      (ii) the number of Warrant Shares purchasable upon exercise of this Warrant
      shall be adjusted by multiplying the number of Warrant Shares purchasable upon
      exercise of this Warrant immediately prior to the date on which such change
      shall become effective by a fraction, the numerator of which is shall be the
      Warrant Price in effect immediately prior to the date on which such change
      shall
      become effective and the denominator of which shall be the Warrant Price in
      effect immediately after giving effect to such change, calculated in accordance
      with clause (i) above. Such adjustments shall be made successively whenever
      any
      event listed above shall occur.

    


    (b) If
      any
      capital reorganization or reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation shall be
      effected, then, as a condition of such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition, lawful and adequate
      provision shall be made whereby each Warrantholder shall thereafter have the
      right to purchase and receive upon the basis and upon the terms and conditions
      herein specified and in lieu of the Warrant Shares immediately theretofore
      issuable upon exercise of the Warrant, such shares of stock, securities or
      assets as would have been issuable or payable with respect to or in exchange
      for
      a number of Warrant Shares equal to the number of Warrant Shares immediately
      theretofore issuable upon exercise of the Warrant, had such reorganization,
      reclassification, consolidation, merger, sale, transfer or other disposition
      not
      taken place, and in any such case appropriate provision shall be made with
      respect to the rights and interests of each Warrantholder to the end that the
      provisions hereof (including, without limitation, provision for adjustment
      of
      the Warrant Price) shall thereafter be applicable, as nearly equivalent as
      may
      be practicable in relation to any shares of stock, securities or assets
      thereafter deliverable upon the exercise hereof. The Company shall not effect
      any such consolidation, merger, sale, transfer or other disposition unless
      prior
      to or simultaneously with the consummation thereof the successor corporation
      (if
      other than the Company) resulting from such consolidation or merger, or the
      corporation purchasing or otherwise acquiring such assets or other appropriate
      corporation or entity shall assume the obligation to deliver to the
      Warrantholder, at the last address of the Warrantholder appearing on the books
      of the Company, such shares of stock, securities or assets as, in accordance
      with the foregoing provisions, the Warrantholder may be entitled to purchase,
      and the other obligations under this Warrant. The provisions of this paragraph
      (b) shall similarly apply to successive reorganizations, reclassifications,
      consolidations, mergers, sales, transfers or other dispositions.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (c) In
      case
      the Company shall fix a payment date for the making of a distribution to all
      holders of Common Stock (including any such distribution made in connection
      with
      a consolidation or merger in which the Company is the continuing corporation)
      of
      evidences of indebtedness or assets (other than cash dividends or cash
      distributions payable out of consolidated earnings or earned surplus or
      dividends or distributions referred to in Section 8(a)), or subscription rights
      or warrants, the Warrant Price to be in effect after such payment date shall
      be
      determined by multiplying the Warrant Price in effect immediately prior to
      such
      payment date by a fraction, the numerator of which shall be the total number
      of
      shares of Common Stock outstanding multiplied by the Market Price (as defined
      below) per share of Common Stock immediately prior to such payment date, less
      the fair market value (as determined by the Company’s Board of Directors in good
      faith) of said assets or evidences of indebtedness so distributed, or of such
      subscription rights or warrants, and the denominator of which shall be the
      total
      number of shares of Common Stock outstanding multiplied by such Market Price
      per
      share of Common Stock immediately prior to such payment date. “Market Price” as
      of a particular date (the “Valuation Date”) shall mean the following: (a) if the
      Common Stock is then listed on a national stock exchange, the closing sale
      price
      of one share of Common Stock on such exchange on the last trading day prior
      to
      the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock
      Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc.
      OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or
      association, the closing sale price of one share of Common Stock on Nasdaq,
      the
      Bulletin Board or such other quotation system or association on the last trading
      day prior to the Valuation Date or, if no such closing sale price is available,
      the average of the high bid and the low asked price quoted thereon on the last
      trading day prior to the Valuation Date; or (c) if the Common Stock is not
      then
      listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board
      or
      such other quotation system or association, the fair market value of one share
      of Common Stock as of the Valuation Date, as determined in good faith by the
      Board of Directors of the Company and the Warrantholder. If the Common Stock
      is
      not then listed on a national securities exchange, Nasdaq the Bulletin Board
      or
      such other quotation system or association, the Board of Directors of the
      Company shall respond promptly, in writing, to an inquiry by the Warrantholder
      prior to the exercise hereunder as to the fair market value of a share of Common
      Stock as determined by the Board of Directors of the Company. In the event
      that
      the Board of Directors of the Company and the Warrantholder are unable to agree
      upon the fair market value in respect of subpart (c) of this paragraph, the
      Company and the Warrantholder shall jointly select an appraiser, who is
      experienced in such matters. The decision of such appraiser shall be final
      and
      conclusive, and the cost of such appraiser shall be borne equally by the Company
      and the Warrantholder. Such adjustment shall be made successively whenever
      such
      a payment date is fixed.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (d) An
      adjustment to the Warrant Price shall become effective immediately after the
      payment date in the case of each dividend or distribution and immediately after
      the effective date of each other event which requires an
      adjustment.

    


    (e) In
      the
      event that, as a result of an adjustment made pursuant to this Section 8, the
      Warrantholder shall become entitled to receive any shares of capital stock
      of
      the Company other than shares of Common Stock, the number of such other shares
      so receivable upon exercise of this Warrant shall be subject thereafter to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Warrant Shares contained
      in
      this Warrant.

    


    (f) To
      the
      extent permitted by applicable law and the listing requirements of any stock
      market or exchange on which the Common Stock is then listed, the Company from
      time to time may decrease the Warrant Price by any amount for any period of
      time
      if the period is at least twenty (20) days, the decrease is irrevocable during
      the period and the Board shall have made a determination that such decrease
      would be in the best interests of the Company, which determination shall be
      conclusive. Whenever the Warrant Price is decreased pursuant to the preceding
      sentence, the Company shall provide written notice thereof to the Warrantholder
      at least five (5) days prior to the date the decreased Warrant Price takes
      effect, and such notice shall state the decreased Warrant Price and the period
      during which it will be in effect.

    


    Section
      9. Fractional
      Interest.
      The
      Company shall not be required to issue fractions of Warrant Shares upon the
      exercise of this Warrant. If any fractional share of Common Stock would, except
      for the provisions of the first sentence of this Section 9, be deliverable
      upon
      such exercise, the Company, in lieu of delivering such fractional share, shall
      pay to the exercising Warrantholder an amount in cash equal to the Market Price
      of such fractional share of Common Stock on the date of exercise.

    


    Section
      10. Extension
      of Expiration Date.
      If the
      Company fails to cause any Registration Statement covering Registrable
      Securities (unless otherwise defined herein, capitalized terms are as defined
      in
      the Registration Rights Agreement relating to the Warrant Shares (the
“Registration Rights Agreement”)) to be declared effective prior to the
      applicable dates set forth therein, or if any of the events specified in Section
      2(b) of the Registration Rights Agreement occurs, and the Blackout Period
      (whether alone, or in combination with any other Blackout Period) continues
      for
      more than 60 days in any 12 month period, or for more than a total of 90 days,
      then the Expiration Date of this Warrant shall be extended one day for each
      day
      beyond the 60-day or 90-day limits, as the case may be, that the Blackout Period
      continues.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Section
      11. Benefits.
      Nothing
      in this Warrant shall be construed to give any person, firm or corporation
      (other than the Company and the Warrantholder) any legal or equitable right,
      remedy or claim, it being agreed that this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrantholder.

    


    Section
      12. Notices
      to Warrantholder.
      Upon
      the happening of any event requiring an adjustment of the Warrant Price, the
      Company shall promptly give written notice thereof to the Warrantholder at
      the
      address appearing in the records of the Company, stating the adjusted Warrant
      Price and the adjusted number of Warrant Shares resulting from such event and
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based. Failure to give such notice to the
      Warrantholder or any defect therein shall not affect the legality or validity
      of
      the subject adjustment.

    


    Section
      13. Identity
      of Transfer Agent.
      The
      Transfer Agent for the Common Stock is Computershare. Upon the appointment
      of
      any subsequent transfer agent for the Common Stock or other shares of the
      Company’s capital stock issuable upon the exercise of the rights of purchase
      represented by the Warrant, the Company will mail to the Warrantholder a
      statement setting forth the name and address of such transfer
      agent.

    


    Section
      14. Notices.
      Unless
      otherwise provided, any notice required or permitted under this Warrant shall
      be
      given in writing and shall be deemed effectively given as hereinafter described
      (i) if given by personal delivery, then such notice shall be deemed given upon
      such delivery, (ii) if given by telex or facsimile, then such notice shall
      be
      deemed given upon receipt of confirmation of complete transmittal, (iii) if
      given by mail, then such notice shall be deemed given upon the earlier of (A)
      receipt of such notice by the recipient or (B) three days after such notice
      is
      deposited in first class mail, postage prepaid, and (iv) if given by an
      internationally recognized overnight air courier, then such notice shall be
      deemed given one business day after delivery to such carrier. All notices shall
      be addressed as follows: if to the Warrantholder, at its address as set forth
      in
      the Company’s books and records and, if to the Company, at the address as
      follows, or at such other address as the Warrantholder or the Company may
      designate by ten days’ advance written notice to the other:

    


    If
      to the
      Company:

    


    Micro-Tech
      Identification Systems, Inc.

    _________________________

    _________________________

    Attention:
      _________________

    Fax:
      ______________________

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    With
      a
      copy to:

    


    Hodgson
      Russ LLP

    1540
      Broadway, 24th Floor

    New
      York,
      NY 10036

    Attn:
      Jeffrey A. Rinde, Esq.

    Fax:
      (212) 751-4300

    


    Section
      15. Registration
      Rights.
      The
      initial Warrantholder is entitled to the benefit of certain registration rights
      with respect to the shares of Common Stock issuable upon the exercise of this
      Warrant as provided in the Registration Rights Agreement, and any subsequent
      Warrantholder may be entitled to such rights.

    


    Section
      16. Successors.
      All the
      covenants and provisions hereof by or for the benefit of the Warrantholder
      shall
      bind and inure to the benefit of its respective successors and assigns
      hereunder. 

    


    Section
      17. Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Warrant shall be governed by, and construed in accordance with, the internal
      laws of the State of New York, without reference to the choice of law provisions
      thereof. The Company and, by accepting this Warrant, the Warrantholder, each
      irrevocably submits to the exclusive jurisdiction of the courts of the State
      of
      New York located in New York County and the United States District Court for
      the
      Southern District of New York for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Warrant and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Warrant.
      The
      Company and, by accepting this Warrant, the Warrantholder, each irrevocably
      consents to the jurisdiction of any such court in any such suit, action or
      proceeding and to the laying of venue in such court. The Company and, by
      accepting this Warrant, the Warrantholder, each irrevocably waives any objection
      to the laying of venue of any such suit, action or proceeding brought in such
      courts and irrevocably waives any claim that any such suit, action or proceeding
      brought in any such court has been brought in an inconvenient forum.
EACH
      OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
      ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
      WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
      WAIVER.

    


    Section
      18. Call
      Provision.

    


    (a) Subject
      to the provisions of clauses (b) and (c) below, in the event that the closing
      price of a share of Common Stock as traded on the Over-the-Counter Bulletin
      Board (or such other exchange or stock market on which the Common Stock may
      then
      be listed or quoted) equals or exceeds $4.08 (appropriately adjusted for any
      stock split, reverse stock split, stock dividend or other reclassification
      or
      combination of the Common Stock occurring after the date hereof) for at least
      ten (10) consecutive trading days during which the Registration Statement (as
      defined in the Registration Rights Agreement) has been effective (the “Trading
      Condition”), the Company, upon thirty (30) days prior written notice (the
“Notice Period”) given to the Warrantholder within one business day immediately
      following the end of such ten (10) trading day period, may call this Warrant
      at
      a redemption price equal to $0.01 per share of Common Stock then purchasable
      pursuant to this Warrant; provided that (i) the Company simultaneously calls
      all
      Company Warrants (as defined below) on the same terms, (ii) all of the shares
      of
      Common Stock issuable hereunder either (A) are registered pursuant to an
      effective Registration Statement (as defined in the Registration Rights
      Agreement) which has not been suspended and for which no stop order is in
      effect, and pursuant to which the Warrantholder is able to sell such shares
      of
      Common Stock at all times during the Notice Period or (B) no longer constitute
      Registrable Securities (as defined in the Registration Rights Agreement) and
      (iii) this Warrant is fully exercisable for the full amount of Warrant Shares
      covered hereby. Notwithstanding any such notice by the Company, the
      Warrantholder shall have the right to exercise this Warrant prior to the end
      of
      the Notice Period.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (b) In
      any
      three-month period, no more than the lesser of (i) 20% of the aggregate amount
      of Warrants initially issued to a Warrantholder or (ii) the number of Warrants
      held by the Warrantholder, may be called by the Company and the Company may
      not
      call additional Warrants in any subsequent three-month period unless all the
      conditions specified in Section 18(a) are again met (including without
      limitation, the Trading Condition) at the time that any subsequent call notice
      is given.

    


    (c) In
      connection with any transfer or exchange of less than all of this Warrant,
      the
      transferring Warrantholder shall deliver to the Company an agreement or
      instrument executed by the transferring Warrantholder and the new Warrantholder
      allocating between them on whatever basis they may determine in their sole
      discretion any subsequent call of this Warrant by the Company, such that after
      giving effect to such transfer the Company shall have the right to call the
      same
      number of Warrants that it would have had if the transfer or exchange had not
      occurred.

    


    Section
      19. Cashless
      Exercise.
      Notwithstanding any other provision contained herein to the contrary, from
      and
      after the first anniversary of the Closing Date and so long as the Company
      is
      required under the Registration Rights Agreement to have effected the
      registration of the Warrant Shares for resale to the public pursuant to a
      Registration Statement (as such term is defined in the Registration Rights
      Agreement), if the Warrant Shares may not be freely sold to the public for
      any
      reason (including, but not limited to, the failure of the Company to have
      effected the registration of the Warrant Shares or to have a current prospectus
      available for delivery or otherwise, but excluding the period of any Allowed
      Delay (as defined in the Registration Rights Agreement), the Warrantholder
      may
      elect to receive, without the payment by the Warrantholder of the aggregate
      Warrant Price in respect of the shares of Common Stock to be acquired, shares
      of
      Common Stock of equal value to the value of this Warrant, or any specified
      portion hereof, by the surrender of this Warrant (or such portion of this
      Warrant being so exercised) together with a Net Issue Election Notice, in the
      form annexed hereto as Appendix B, duly executed, to the Company. Thereupon,
      the
      Company shall issue to the Warrantholder such number of fully paid, validly
      issued and nonassessable shares of Common Stock as is computed using the
      following formula:

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    X
      =
Y
      (A -
      B)

    A

    


    where 

    


    X
      = the
      number of shares of Common Stock to which the Warrantholder is entitled upon
      such cashless exercise;

    


    Y
      = the
      total
      number of shares of Common Stock covered by this Warrant for which the
      Warrantholder has surrendered purchase rights at such time for cashless exercise
      (including both shares to be issued to the Warrantholder and shares as to which
      the purchase rights are to be canceled as payment therefor);

    


    A
      = the
      “Market Price” of one share of Common Stock as at the date the net issue
      election is made; and

    


    B
      = the
      Warrant Price in effect under this Warrant at the time the net issue election
      is
      made.

    


    Section
      20. No
      Rights as Stockholder.
      Prior
      to the exercise of this Warrant, the Warrantholder shall not have or exercise
      any rights as a stockholder of the Company by virtue of its ownership of this
      Warrant.

    


    Section
      21. Amendment;
      Waiver.
      This
      Warrant is one of a series of Warrants of like tenor issued by the Company
      pursuant to the Purchase Agreement and initially covering an aggregate of up
      to
[__________]
      shares
      of
      Common Stock (collectively, the “Company
      Warrants”).
      Any
      term of this Warrant may be amended or waived (including the adjustment
      provisions included in Section 8 of this Warrant) upon the written consent
      of
      the Company and the holders of Company Warrants representing at least 50% of
      the
      number of shares of Common Stock then subject to all outstanding Company
      Warrants (the “Majority
      Holders”);
      provided,
      that
      (x) any such amendment or waiver must apply to all Company Warrants; and (y)
      the
      number of Warrant Shares subject to this Warrant, the Warrant Price and the
      Expiration Date may not be amended, and the right to exercise this Warrant
      may
      not be altered or waived in any manner adverse to the Warrantholder, without
      the
      written consent of the Warrantholder.

    


    Section
      22. Section
      Headings.
      The
      section headings in this Warrant are for the convenience of the Company and
      the
      Warrantholder and in no way alter, modify, amend, limit or restrict the
      provisions hereof.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
      of
      the ___ day of __________, 2007

     

    
      	 	 	 
	 	
              MICRO-TECH
                IDENTIFICATION SYSTEMS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

                  
Name:

                  
Title:
                

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

    MICRO-TECH
      IDENTIFICATION SYSTEMS, INC.

    WARRANT
      EXERCISE FORM

    


    To
      Micro-Tech Identification Systems, Inc.:

    


    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
      the payment of the Warrant Price and surrender of the Warrant, _______________
      shares of Common Stock (“Warrant Shares”) provided for therein, and requests
      that certificates for the Warrant Shares be issued as follows: 

    


    _______________________________

    Name

    ________________________________

    Address

    ________________________________

    ________________________________

    Federal
      Tax ID or Social Security No.

    


    
      	
            	and
              delivered by:	
              certified
                mail to the above address, or 

              
                electronically
                  (provide DWAC  Instructions:___________________),
                  or 

                other
                  (specify):  __________________________________________).
                  

              

            


    

    


    and,
      if
      the number of Warrant Shares shall not be all the Warrant Shares purchasable
      upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
      Shares purchasable upon exercise of this Warrant be registered in the name
      of
      the undersigned Warrantholder or the undersigned’s Assignee as below indicated
      and delivered to the address stated below.

    


    


    Dated:
      ___________________, ____

     

    
      	Note: The signature must correspond
              with	 	Signature:______________________
	the name of the Warrantholder as
              written	 	
            
	on the first page of the Warrant in
              every  	 	______________________________
	particular, without alteration or
              enlargement 	 	Name (please print)
	or any change whatever, unless the
              Warrant 	 	
            
	has been assigned.	 	______________________________
	
            	 	______________________________
	
            	 	Address
	
            	 	
            
	
            	 	______________________________
	 	 	Federal Identification or
	 	 	Social Security No.
	 	 	
            
	 	 	Assignee:
	 	 	_______________________________
	 	 	_______________________________
	 	 	_______________________________


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      B

    MICRO-TECH
      IDENTIFICATION SYSTEMS, INC.

    NET
      ISSUE
      ELECTION NOTICE

    


    


    To:
      Micro-Tech Identification Systems, Inc.

    


    Date:[_________________________]

    


    


    The
      undersigned hereby elects under Section
      19
      of this
      Warrant to surrender the right to purchase [____________] shares of Common
      Stock
      pursuant to this Warrant and hereby requests the issuance of [_____________]
      shares of Common Stock. The certificate(s) for the shares issuable upon such
      net
      issue election shall be issued in the name of the undersigned or as otherwise
      indicated below.

    


    


    _________________________________________

    Signature

    


    _________________________________________

    Name
      for
      Registration

    


    _________________________________________

    Mailing
      Address

     

    
      
        
        

      

      
        -12-