Exhibit 4.4


     

    
      Exhibit
        4.4

       

      

        
          	
                   

                	
                  Noble
                    House Entertainment Inc.

                  47
                    Avenue Road, Suite 200

                  Toronto,
                    Ontario, Canada M5R 2G3

                  T:
                    416-860-0211

                  F:
                    416-361-6228

                  W:
                    www.NHEntertainment.com

                


        

        


        Share
          Purchase Warrant # 001

        


        Void
          After 5:00 p.m (Toronto time) on November
          26,
          2006

        


        


        No.
          of
          Warrants:   3,500,000          

        


        WARRANT
          CERTIFICATE 

        FOR
          THE PURCHASE OF COMMON SHARES OF 

        


        NOBLE
          HOUSE ENTERTAINMENT INC.

        


        


        THIS
          IS TO CERTIFY THAT,
          for
          value received, Noble
          House Corporation Ltd.
          (the
          "Warrant Holder") shall have the right to purchase from NOBLE
          HOUSE ENTERTAINMENT INC.
          (the
          "NOBLE HOUSE"), upon and subject to the terms and conditions hereinafter
          stated
          in this certificate (the "Warrant Certificate") one fully paid and
          non-assessable common share of NOBLE HOUSE for each warrant specified above
          under "No of Warrants" at the price of $1.00 US Funds per common share
          in lawful
          money of the United States until 5:00 p.m. Toronto time on November
          26 ,
          2006.

         

        The
          right
          to purchase common shares of NOBLE HOUSE may only be exercised by the Warrant
          Holder within the time hereinbefore set out by: (a) duly completing and
          executing the subscription form attached hereto, in the manner therein
          indicated; (b) surrendering this Warrant Certificate to NOBLE HOUSE at
          47 Avenue
          Road, Suite 200, Toronto, Ontario M5R 2G3; and (c) paying the appropriate
          purchase price for the common shares of NOBLE HOUSE subscribed for by a
          wire
          transfer to the following account of NOBLE HOUSE.

        


        Noble
          house Entertainment Inc.

        Bank
          of Montreal, 2 Queen Street East, Toronto ON M5C 3G7
          Canada

        Account
          # 4601-996, bank code 001, Branch code 2487

        Bank
          Phone # 416-867-5596

        


        Or
          by a certified cheque to be delivered to the NOBLE HOUSE’s corporate office at
          47 Avenue Road, Suite 200, Toronto, Ontario M5R 2G3,
          Canada.

        


        Upon
          surrender and payment, NOBLE HOUSE will issue to the Warrant Holder the
          number
          of common shares subscribed for. Within five business days of surrender
          and
          payment NOBLE HOUSE will mail to the Warrant Holder a certificate evidencing
          the
          common shares subscribed for. If the Warrant Holder subscribes for a lesser
          number of common shares than the number of shares permitted by this Warrant
          Certificate, NOBLE HOUSE shall forthwith cause to be delivered to the Warrant
          Holder a further warrant certificate in respect of the common shares referred
          to
          in this Warrant Certificate but not subscribed for.

        


        Save
          and
          except in the case of the issuance of additional shares of NOBLE HOUSE
          for
          consideration, if the issued and outstanding shares of NOBLE HOUSE are
          changed
          by a subdivision, consolidation, reduction in capital or by any other capital
          reorganization or reclassification of the capital stock of


        
          
             

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        NOBLE
          HOUSE, or consolidation or merger of NOBLE HOUSE with another corporation
          shall
          be effected, then, the warrants herein shall be adjusted and lawful and
          adequate
          provision shall be made whereby the Warrant Holder hereof shall thereafter
          have
          the right to purchase and receive upon the basis and upon the terms and
          conditions specified in this warrant certificate and in lieu of the shares
          of
          NOBLE HOUSE immediately theretofore purchasable and receivable upon the
          exercise
          of the rights represented hereby, such shares of stock, securities or assets
          as
          may be issued or payable with respect to or in exchange for a number of
          outstanding shares equal to the number of shares of such stock immediately
          theretofore purchasable and receivable upon the exercise of the warrants
          represented hereby had such reorganization, reclassification, consolidation
          or
          merger not taken place, and in any such case appropriate provision shall
          be made
          with respect to the rights and interest of the Warrant Holder to the end
          that
          the provisions hereof (including without limitation provisions for adjustments
          of the exercise price of the warrants herein and of the number of shares
          purchasable upon conversion of the warrants herein) shall thereafter be
          applicable, as nearly as may be in relation to any shares of stock, securities
          or assets thereafter deliverable upon the exercise of the warrants
          herein.

        


        “THE
          SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
          STATES
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF,
          BY
          PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NOBLE HOUSE ENTERTAINMENT
          INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
          ONLY (A)
          IN ACORDANCE WITH THE TERMS OF THE OFFER TO PURCHASE DATED NOVEMBER 26,2004,
          or
          (B) TO NOBLE HOUSE ENTERTAINMENT INC.,”

        


        THE
          WARRANT HOLDER, BY ACCEPTANCE OF THIS WARRANT CERTIFICATE, AGREES TIIAT
          THE
          WARRANTS REPRESENTED HEREBY AND ANY SHARES ACQUIRED PURSUANT TO THIS WARRANT
          CERTIFICATE ARE NOT TO BE SOLD BY THE HOLDER THEREOF, EXCEPT IN ACCORDANCE
          WITH
          THE PROVISIONS OF THE SECURITIES LEGISLATION OF THE JURISDICTION IN WHICH
          SUCH
          TRANSFER OR SALE TAKES PLACE.

        


        All
          securities issued upon the exercise this warrant shall bear the legends
          set
          forth in this Warrant Certificate. The holding of this Warrant Certificate
          will
          not entitle the Warrant Holder to any right or interest as a shareholder
          of
          NOBLE HOUSE.


        


        IN
          WITNESS WHEREOF, NOBLE HOUSE has
          caused this Warrant Certificate to be issued as of the  November
          26, 2004
          .

        


        


        NOBLE
          HOUSE ENTERTAINMENT INC.

        


        


        Per: 
          /s/ Kam Shah

        Kam
          Shah,
          CFO

          

        


        



        
          
             

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        SUBSCRIPTION FORM

        


        


        


        TO: NOBLE
          HOUSE ENTERTAINMENT INC.

        47
          Avenue
          Road, Suite 200

        Toronto,
          Ontario

        M5R
          2G3

        


        Dear
          Sirs:

        


        The
          undersigned hereby exercises the right to purchase and hereby subscribes
          for
          _____________ common shares in the capital stock of NOBLE
          HOUSE ENTERTAINMENT INC. referred
          to in the warrant certificate surrendered herewith according to the conditions
          thereof and herewith makes payment by cash or certified cheque of
          $_____________US Funds being the purchase price in full for the said
          shares.

        


        Please
          issue a certificate for the shares being purchased as follows in the name
          of the
          undersigned:

        


        


        NAME:
          Noble
          House Corporation Ltd

        (please
          print)

        


        


        ADDRESS: 
           181
          Queen St. East, Toronto, ON M5A 1S2

        


        


        


        Please
          deliver a warrant certificate in respect of the common shares referred
          to in the
          warrant certificate surrendered herewith but not presently subscribed for,
          to
          the undersigned.

        


        


        DATED
          this
           day
          of ,
          ______

        


        


        


        


        


        Per:_________________________