Warrants for the Purchase of Securities

NEITHER THE SECURITIES REPRESENTED HEREBY, NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

THIS CERTIFIES that, for consideration, the receipt and sufficiency receipt and sufficiency are hereby acknowledged, and other value received, ________________ (the “ Holder ”) is entitled to purchase from ONCOVISTA INNOVATIVE THERAPIES, a Nevada corporation (the “ Company ”), upon the terms and conditions set forth herein, at any time or from time to time after the Initial Exercise Date (as herein after defined) until 5:00 P.M. New York City local time on the fifth anniversary of the date hereof (the “ Exercise Period ”), up to an amount or number of the securities, which shall be identical with respect to terms, rights and types of securities as those, (“ Warrant Securities ”) offered in the first Qualified Financing (as hereinafter defined) consummated by the Company following the date hereof equal to $________ (determined based on the offering price in such Qualified Financing) at a price per security equal to the product of (A) and (B), where (A) equals the offering price per security in the next Qualified Financing consummated by the Company and where (B) equals 0.90; provided, however , that upon the occurrence of any of the events specified in Section 6 or 7 hereof, the rights granted by this Warrant, including the exercise price and the securities to be received upon such exercise, shall be adjusted as therein specified.  The term “ Exercise Price ” shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share.  The term “ Qualified Financing ” shall mean one or more financing, whether in the form of equity securities, Indebtedness, derivative securities, or otherwise, the aggregate gross proceeds of which equal or exceed $5,000,000.  In the event that no Qualified Financing shall be consummated by the Company prior to the expiration of the Exercise Period, this Warrant shall be exercisable for up to _________ shares of common stock, par value $0.001 per share (the “ Common Stock ”) at an exercise price of $0.50 per share (subject to the aforementioned adjustments specified herein).

This Warrant is the warrant or one of the warrants (collectively, including any warrant issued upon the exercise or transfer of any such warrants in whole or in part, the “ Warrants ”) referenced in the Secured Promissory Note, dated January 15, 2009, by the Company in favor of the Holders named therein.  As used herein, the term “ this Warrant ” shall mean and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.  Each Warrant Security or share of Common Stock issuable upon the exercise hereof shall be hereinafter referred to as a “ Warrant Share ”.

1.             (a)          This Warrant may be exercised during the Exercise Period, either in whole or in part, by delivery to the Company at its office at, OncoVista Innovative Therapies, Inc., 14785 Omicron Drive, Suite 104, San Antonio, Texas 78245, or at such other place as is designated in writing by the Company, of:

(ii)          a completed Election to Purchase (for cash), in the form set forth in Exhibit I, executed by the Holder exercising all or part of the purchase rights represented by this Warrant; and

(iii)         (A) a certified or bank cashier's check payable to the order of the Company, or (B) a wire transfer of funds to an account designated by the Company, in an amount equal to the product of the Exercise Price and the number of Shares for which this Warrant is being exercised.

(b)          Notwithstanding anything herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant by delivery to the Company at this offices at the address above, in lieu of making a cash payment that would otherwise be payable in connection with such exercise (as “ Cashless Exercise ”), of:

(i)           this Warrant; and

(ii)          a completed Election to Purchase (cashless), in the form set forth in Exhibit II, executed by the Holder exercising all or part of the exchange rights represented by this Warrant.

Upon presentation and delivery in connection with a Cashless Exercise, the number Warrant Shares subject to this Warrant shall be reduced by the number of Warrant Shares specified on the Election to Purchase (cashless) form, and in exchange for such reduction the Holder shall receive the number of Warrant Shares, as the case may be, specified on the Election to Purchase (cashless) form (up to the total number of Warrant Shares which are subject to this Warrant) multiplied by a fraction, the numerator of which shall be the excess of the then Current Market Price (as defined below) per Warrant Share over the Exercise Price, and the denominator of which shall be the then Current Market Price per Warrant Share.

2.            Upon each exercise of the Holder’s rights to purchase Warrant Shares, the Holder or its designee shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the transfer books of the Company shall then be closed or certificates representing the Warrant Shares with respect to which this Warrant was exercised shall not then have been actually delivered to the Holder or its designee.  As soon as practicable after each such exercise of this Warrant (but not later than three (3) business days following delivery to the Company of the Election to Purchase and other deliverable pursuant to Section 1(a) or 1(b), as applicable) the Company shall issue and deliver to the Holder or its designee a certificate or certificates representing the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. The certificates so delivered shall be in such denominations as may be requested by the Holder.   If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a Warrant evidencing the right of the Holder to purchase the balance of the aggregate number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or assigned.

3.            Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the “ Warrant Register ”) as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith.  This Warrant shall be transferable on the books of the Company only upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer.  In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his, her, or its authority shall be produced.  Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto.  This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares (or portions thereof), upon surrender to the Company or its duly authorized agent.  Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the Securities Act and the rules and regulations thereunder.

4.            (a)           The Company shall at all times reserve and keep available out of its authorized, but unissued, securities issued in the next Qualified Financing or shares of Common Stock, solely for the purpose of providing for the exercise of the Warrants, such number of Warrant Securities and/or shares of Common Stock as shall, from time to time, be sufficient therefor.  The Company represents that all Warrant Securities and/or shares of Common Stock issuable upon exercise of this Warrant are duly authorized and, upon receipt by the Company of the full payment for such Warrant Shares, will be validly issued, fully paid, and nonassessable and free from all taxes, liens and charge in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue), without any personal liability attaching to the ownership thereof and will not be issued in violation of any preemptive or similar rights of stockholders.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Share may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Warrant Securities or Common Stock may be listed.

(b)          The transfer agent for the Warrant Securities and the Common Stock and every subsequent transfer agent for any of the Company’s securities issuable upon the exercise of this Warrant shall be irrevocably authorized and directed at all times to reserve such number of authorized securities as shall be required for such purpose.  The Company shall keep a copy of this Warrant on file with the transfer agent for the Warrant Securities or the Common Stock and with every subsequent transfer agent for shares of the Company’s securities issuable upon exercise of this Warrant.  The Company shall supply such transfer agent with duly executed certificates representing the Warrant Securities and the Common Stock or other securities for such purpose.

(c)          The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issues or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of the terms of this Warrant; but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder against impairment.  Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Warrant Securities or Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, and (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Securities or Common Stock upon the exercise of this Warrant.

5.           The Company will (i) obtain and keep effective all permits, consents and approvals of Federal or state governmental agencies and authorities and make all filings under Federal and state securities laws, that are required in connection with the issuance and delivery of this Warrant, the exercise of this Warrant, and the issuance and delivery of the Warrant Shares issued upon exercise of this Warrant, and (ii) is the Company hereafter lists its Common Stock on any national securities, including NASDAQ, use its commercially reasonable efforts to keep the Warrant Shares authorized for listing on such exchange upon notice of issuance.

6.            (a)           The Exercise Price for the Warrants in effect from time to time, and the number of shares of Common Stock issuable upon exercise of the Warrants, shall be subject to adjustment, as follows:

In the event that the Company shall at any time after the date hereof (A) declare a dividend or otherwise make a distribution or distributions on the outstanding Warrant Securities (following the initial consummation of the Qualified Financing), Common Stock or other equity or equity equivalent securities payable in shares of its capital stock, (B) subdivide the outstanding Warrant Securities (following the initial consummation of the Qualified Financing) or Common Stock, (C) combine the outstanding (following the initial consummation of the Qualified Financing) Common Stock into a smaller number of securities or shares (as applicable), or (D) issue any shares of its capital stock by reclassification of the outstanding Warrant Securities or Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price per Warrant Share in effect at the time of the record date for the determination of stockholders entitled to receive such dividend or distribution or of the effective date of such subdivision, combination, or reclassification shall be adjusted so that it shall equal the price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Warrant Securities or Common Stock outstanding (as applicable) immediately prior to such action, and the denominator of which shall be the number of Warrant Securities or shares of Common Stock (as applicable) outstanding after giving effect to such action.  Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable.  Simultaneous with any such adjustment, the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted to equal the quotient of (A) divided by (B), where (A) equals the product of the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior thereto multiplied by the Exercise Price per Warrant Share in effect immediately prior thereto, and where (B) equals the Exercise Price, as adjusted.

(b)           The Company shall not be required to issue fractions of Warrant Securities or shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant.  If any fraction of a share of capital stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such Warrant Securities or share of Common Stock on the date of exercise of this Warrant.  For purposes of this Warrant, the “ Current Market Price ” per Warrant Security or share of Common Stock on any date shall be deemed to be the closing price per Warrant Security or share of Common Stock on the trading day immedi