EXHIBIT
      4.4

     

    
      	
              WB-

            	 	
              Warrant
                to Purchase

              **       
                **

              Shares
                of Common Stock

            


    

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
      WARRANT AND THE COMMON STOCK ISSUABLE UPON SUCH EXERCISE MAY NOT BE SOLD,
OFFERED
      FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
      LAW OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
      STATE SECURITIES LAWS, AND THE INVESTOR SHALL HAVE DELIVERED TO THE ISSUING
      COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUING COUNSEL
      AS
      TO THE AVAILABILITY OF SUCH EXEMPTION.

     

    Void
      after 5:30 P.M. New York City time on December 31, 2010

     

    SERIES
      B COMMON STOCK PURCHASE WARRANT

     

    OF

     

    LOUNSBERRY
      HOLDINGS I, INC.

     

    This
      is
      to certify that, FOR VALUE
      RECEIVED,                  
, or registered assigns (“Holder”), is entitled to purchase, on the terms and
      subject to the provisions of this Warrant, from Lounsberry Holdings I, Inc.,
      a
      Delaware corporation (the “Company”), at an exercise price (the “Exercise
      Price”) of twelve cents ($.12) per
      share,                   
(      ,       ) shares
      of common stock, par value $.0001 per share (“Common Stock”), of the Company at
      any time during the period (the “Exercise Period”) commencing on the July 1,
      2006 and ending at 5:30 P.M. New York City time, on December 31, 2010; provided,
      however, that if such date is a day on which banking institutions in the State
      of New York are authorized by law to close, then on the next succeeding day
      which such banks are not authorized to close. The number of shares of Common
      Stock to be issued upon the exercise or conversion of this Warrant and the
      price
      to be paid for a share of Common Stock may be adjusted from time to time in
      the
      manner set forth in this Warrant. The shares of Common Stock deliverable upon
      such exercise or conversion, and as adjusted from time to time, are hereinafter
      sometimes referred to as “Warrant Shares,” and the exercise price for the
      purchase of a share of Common Stock pursuant to this Warrant in effect at any
      time, as the same may be adjusted from time to time, is hereinafter sometimes
      referred to as the “Exercise Price.” 

     

    1.    Exercise
      of Warrant.
      This
      Warrant may be exercised in whole at any time or in part from time to time
      during the Exercise Period by presentation and surrender hereof to the Company
      at its principal office, or at the office of its stock transfer agent, if any,
      with the Purchase Form annexed hereto duly executed and accompanied by payment
      of the Exercise Price for the number of shares of Common Stock specified in
      such
      form. Payment of the Exercise Price may be made either by check (subject to
      collection) or wire transfer in the amount of the Exercise Price. If this
      Warrant should be exercised in part only, the Company shall, upon surrender
      of
      this Warrant for cancellation, execute and deliver a new Warrant evidencing
      the
      rights of the Holder hereof to purchase the balance of the shares of Common
      Stock purchasable hereunder. Upon receipt by the Company of this Warrant at
      its
      office, or by the stock transfer agent of the Company at its office, in proper
      form for exercise, the Holder shall be deemed to be the holder of record of
      the
      shares of Common Stock issuable upon such exercise, notwithstanding that the
      stock transfer books of the Company shall then be closed or that certificates
      representing such shares of Common Stock shall not then be actually delivered
      to
      the Holder. Notwithstanding the foregoing, in the event that the Exercise Price
      is paid in a manner other than by a wire transfer of the Exercise Price, the
      Company shall not deliver the certificate for the Warrant Shares until the
      Company has been advised by its bank that payment of the Exercise Price has
      cleared.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.    Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      upon exercise of this Warrant such number of shares of Common Stock as shall
      be
      required for issuance and delivery upon exercise or conversion of this Warrant
      and that it shall not increase the par value of the Common Stock.
      The
      Company covenants and agrees that all shares of stock issued and delivered
      upon
      the exercise of this Warrant shall, upon delivery and payment therefor, be
      duly
      and validly authorized and issued, fully-paid and non-assessable.

     

    3.    Fractional
      Shares.
      No
      fractional shares or script representing fractional shares shall be issued
      upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon any exercise or conversion of this Warrant, the Company shall round the
      number of shares of Common Stock to be issued to the next higher integral number
      of shares 

     

    4.    Exchange,
      Transfer, Assignment or Loss of Warrant.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations entitling
      the holder thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder. Subject to the provisions of Section 10
      of
      this Warrant, upon surrender of this Warrant to the Company or at the office
      of
      its stock transfer agent, if any, with the Assignment Form annexed hereto duly
      executed and funds sufficient to pay any transfer tax, the Company shall,
      without charge, execute and deliver a new Warrant in the name of the assignee
      named in such instrument of assignment and this Warrant shall promptly be
      canceled. This Warrant may be divided or combined with other Warrants which
      carry the same rights upon presentation hereof at the office of the Company
      or
      at the office of its stock transfer agent, if any, together with a written
      notice specifying the names and denominations in which new Warrants are to
      be
      issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants into which this Warrant may be divided or exchanged.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Company will execute and deliver
      a new Warrant of like tenor. Any such new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the Company,
      whether or not this Warrant so lost, stolen, destroyed, or mutilated shall
      be at
      any time enforceable by anyone.

     

    5.    Rights
      of the Holder.
      The
      Holder shall not, by virtue of this Warrant, be entitled to any rights of a
      stockholder in the Company, either at law or equity. The rights of the Holder
      are limited to those expressed in the Warrant, the agreement pursuant to which
      this Warrant was issued, including the Registration Rights Provisions, and
      are
      not enforceable against the Company except to the extent set forth herein and
      therein.

     

    6.    Adjustments
      To Exercise Price.
      The
      Exercise Price in effect at any time and the number and kind of securities
      purchasable upon exercise of each Warrant shall be subject to adjustment as
      follows:

     

    
      
         

      

      
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    (a)    In
      case
      the Company shall, subsequent to January 1, 2006, (i) pay a dividend or make
      a
      distribution on its shares of Common Stock in shares of Common Stock, (ii)
      subdivide or reclassify its outstanding Common Stock into a greater number
      of
      shares or otherwise effect a stock split or distribution, or (iii) combine
      or
      reclassify its outstanding Common Stock into a smaller number of shares or
      otherwise effect a reverse split, the Exercise Price in effect at the time
      of
      the record date for such dividend or distribution or of the effective date
      of
      such subdivision, combination or reclassification shall be proportionately
      adjusted so that the Holder of this Warrant exercised after such date shall
      be
      entitled to receive the aggregate number and kind of shares which, if this
      Warrant had been exercised immediately prior to such time, he would have owned
      upon such exercise and been entitled to receive upon such dividend,
      distribution, subdivision, combination or reclassification. Such adjustment
      shall be made successively whenever any event listed in this Section 6(a)
      shall occur.

     

    (b)    Whenever
      the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
      to
      this Section 6, the number of shares of Common Stock issuable upon exercise
      or
      conversion of this Warrant shall simultaneously be adjusted by multiplying
      the
      number of shares of Common Stock issuable upon exercise of each Warrant in
      effect on immediately prior to the adjustment by the Exercise Price then in
      effect and dividing the product so obtained by the Exercise Price, as adjusted.
      In no event shall the Exercise Price per share be less than the par value per
      share, and, if any adjustment made pursuant to said Section 6 would result
      in an
      Exercise Price which would be less than the par value per share, then, in such
      event, the Exercise Price per share shall be the par value per share; provided,
      however, that the limitation contained in this sentence shall not affect the
      number of shares of Common Stock issuable upon exercise or conversion of this
      Warrant.

     

    (c)    In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 6, the Holder of any Warrant thereafter shall become entitled to receive
      any shares of the Company, other than Common Stock, thereafter the number of
      such other shares so receivable upon exercise of any Warrant shall be subject
      to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Common Stock contained in
      this
      Sections 6. For purposes of this Warrant, the term “Common Stock” shall
      mean the Company’s presently authorized Common Stock, par value $.0001 per
      share, and any stock into or for which such Common Stock may hereafter be
      converted or exchanged prior to or concurrent with the exercise of this
      Warrant.

     

    (d)    Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares
      purchasable upon exercise of Warrants, Warrants theretofore or thereafter issued
      may continue to express the same price and number and kind of shares as are
      stated in this and similar Warrants initially issued by the
      Company.

     

    7.    Officer’s
      Certificate.
      Whenever the Exercise Price shall be adjusted as required by the provisions
      of
      Section 6 of this Warrant, the Company shall forthwith file in the custody
      of
      its Secretary or an Assistant Secretary at its principal office and with its
      stock transfer agent, if any, an officer’s certificate showing the adjusted
      Exercise Price and the adjusted number of shares of Common Stock issuable upon
      exercise of each Warrant, determined as herein provided, setting forth in
      reasonable detail the facts requiring such adjustment, including a statement
      of
      the number of additional shares of Common Stock, if any, and such other facts
      as
      shall be necessary to show the reason for and the manner of computing such
      adjustment. Each such officer’s certificate shall be made available at all
      reasonable times for inspection by the Holder, and the Company shall, forthwith
      after each such adjustment, mail, by certified mail, return receipt requested
      and by telecopier and e-mail, a copy of such certificate to the Holder at the
      Holder’s address set forth in the Company’s Warrant Register.

     

    
      
         

      

      
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    8.    Notices
      To Warrant Holders.
      So long
      as this Warrant shall be outstanding, (a) if the Company shall pay any dividend
      or make any distribution upon Common Stock (other than a regular cash dividend
      payable out of retained earnings) or (b) if the Company shall offer to the
      holders of Common Stock for subscription or purchase by them any share of any
      class of securities of the Company or any other rights or (c) if any capital
      reorganization of the Company, reclassification of the capital stock of the
      Company, consolidation or merger of the Company with or into another
      corporation, sale, lease or transfer of all or substantially all of the property
      and assets of the Company to another corporation or other entity, or voluntary
      or involuntary dissolution, liquidation or winding up of the Company shall
      be
      effected, then in any such case, the Company shall cause to be mailed by
      certified mail, return receipt requested, to the Holder, at least fifteen days
      prior to the date specified in clauses (i) and (ii), as the case may be, of
      this
      Section 8 a notice containing a brief description of the proposed action and
      stating the date on which (i) a record is to be taken for the purpose of such
      dividend, distribution or rights, or (ii) such reclassification, reorganization,
      consolidation, merger, conveyance, lease, dissolution, liquidation or winding
      up
      is to take place and the date, if any is to be fixed, as of which the holders
      of
      Common Stock or other securities shall receive cash or other property
      deliverable upon such reclassification, reorganization, consolidation, merger,
      conveyance, dissolution, liquidation or winding up.

     

    9.    Reclassification,
      Reorganization or Merger.
      In case
      of any reclassification, capital reorganization or other change of shares of
      Common Stock of the Company, or in case of any consolidation or merger of the
      Company with or into another corporation (other than a merger in which the
      Company is the continuing corporation and which does not result in any
      reclassification, capital reorganization or other change of outstanding shares
      of Common Stock of the class issuable upon exercise of this Warrant) or in
      case
      of any sale, lease or conveyance to another corporation or entity of all or
      substantially all of the property of the Company, or in case of any voluntary
      liquidation, dissolution or winding up of the Company, the Company shall, as
      a
      condition precedent to such transaction, cause effective provisions to be made
      so that the Holder shall have the right thereafter by exercising this Warrant,
      to purchase or to receive, as the case may be, the kind and amount of shares
      of
      stock and other securities and property receivable upon such reclassification,
      capital reorganization and other change, consolidation, merger, sale, lease
      conveyance, voluntary liquidation, dissolution or winding up, by a holder of
      the
      number of shares of Common Stock which might have been purchased or received
      upon exercise of this Warrant immediately prior to such reclassification,
      change, consolidation, merger, sale, lease, conveyance, voluntary liquidation,
      dissolution or winding up of the Company. Any such provision shall include
      provision for adjustments which shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Warrant. The foregoing
      provisions of this Section 9 shall similarly apply to successive
      reclassifications, capital reorganizations and changes of shares of Common
      Stock
      and to successive consolidations, mergers, sales, leases or conveyances.
      Notwithstanding the foregoing, in the event that, as a result of any merger,
      consolidation, sale of assets or similar transaction, all of the holders of
      Common Stock receive and are entitled to receive no material consideration
      other
      than cash in respect of their shares of Common Stock, then, at the effective
      time of the transaction, the rights to purchase Common Stock pursuant to the
      Warrants shall terminate, and the holders of the Warrants shall, notwithstanding
      any other provisions of this Warrant, receive in respect of each Warrant to
      purchase one (1) share of Common Stock, upon presentation of the Warrant
      Certificate, the amount by which the consideration per share of Common Stock
      payable to the holders of Common Stock at such effective time exceeds the
      Exercise Price in effect on such effective date, without giving effect to the
      transaction. In the event that, in such a transaction, the value of the
      consideration to be received per share of Common Stock is equal to or less
      than
      the Exercise Price, the Warrants shall automatically terminate and no
      consideration will be paid with respect thereof.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    10.    Transfer
      to Company with the Securities Act Of 1933.
      Neither
      this Warrant or the Warrant Shares nor any other security issued or issuable
      upon exercise of this Warrant may be sold or otherwise disposed of except
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended, or an exemption from the registration requirements of such
      Act.

     

    Dated
      as
      of January , 2006    

    LOUNSBERRY
      HOLDINGS I, INC.

     

     

    By:

      
        

      

    

    Paul
      B.
      Silverman, CEO

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    PURCHASE
      FORM

     

    


     

    Dated:
      ,
      20  

     

    
       

        
          	_______	
                  The
                    undersigned hereby irrevocably exercises this Warrant to the
                    extent of
                    purchasing _______ shares of Common Stock and hereby makes payment
                    of
                    $____________ in payment of the Exercise Price
                    therefor.

                


        

      

    

     

    INSTRUCTIONS
      FOR REGISTRATION OF STOCK

     

    Name:______________________________________________________________________________ 

    (Please
      typewrite or print in block letters)

     

     

    Signature:___________________________________________
      

     

    Social
      Security or Employer Identification No.________________________

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED,_______________________________________________________

     

    hereby
      sells, assigns and transfer unto

     

    Name_________________________________________________________________________
      

    (Please
      typewrite or print in block letters)

     

    Address________________________________________________________________________
      

     

    Social
      Security or Employer Identification No._______________________ 

     

    The
      right
      to purchase Common Stock represented by this Warrant to the extent of
      _________shares as to which such right is exercisable and does hereby
      irrevocably constitute and appoint __________________ attorney to transfer
      the
      same on the books of the Company with full power of substitution.

     

    Dated:
      ,
      20 

    


     

    Signature_________________________________________
      

     

    Signature
      Medallion Guaranteed:

     

    


    _________________________________________________
      

     

     

    
      
         

      

        -6-