Exhibit 4.4

                      THIS WARRANT HAS NOT BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933
                             AND IS NOT TRANSFERABLE
                            EXCEPT AS PROVIDED HEREIN

                            AMERICAN MOLD GUARD, INC.

                                PURCHASE WARRANT

                                   Issued to:

                        PAULSON INVESTMENT COMPANY, INC.

                             Exercisable to Purchase

                                  110,000 UNITS


                                       of


                            AMERICAN MOLD GUARD, INC.










                        Void after _______________, 2011



<PAGE>



     This is to certify  that,  for value  received and subject to the terms and
conditions set forth below, the Warrantholder  (hereinafter defined) is entitled
to  purchase,  and the  Company  promises  and  agrees  to sell and issue to the
Warrantholder,  at any  time on or  after  ________,  2007  [one  year  from the
effective  date]  and on or  before  ____________,  2011  [five  years  from the
effective date], up to 110,000 Units (hereinafter defined) at the Exercise Price
(hereinafter defined).

     This  Warrant  Certificate  is issued  subject to the  following  terms and
conditions:

     1.   DEFINITIONS  OF  CERTAIN  TERMS.  Except as may be  otherwise  clearly
required by the context, the following terms have the following meanings:

          (a)  "Act" means the Securities Act of 1933, as amended.

          (b)  "Cashless  Exercise"  means an exercise of Warrants in which,  in
lieu of payment of the  Exercise  Price,  the Holder  elects to receive a lesser
number of  Securities  such that the value of the  Securities  that such  Holder
would otherwise have been entitled to receive but has agreed not to receive,  as
determined by the closing  price of such  Securities on the date of exercise or,
if such date is not a trading  day, on the next prior  trading  day, is equal to
the  Exercise  Price with  respect to such  exercise.  A Holder may only elect a
Cashless  Exercise if  Securities  issuable by the Company on such  exercise are
publicly traded securities.

          (c)  "Closing Date" means the date on which the Offering is closed.

          (d)  "Commission" means the Securities and Exchange Commission.

          (e)  "Common  Stock"  means the common  stock,  no par  value,  of the
Company.

          (f)  "Company"   means   American  Mold  Guard,   Inc.,  a  California
corporation.

          (g)  "Company's  Expenses"  means any and all expenses  payable by the
Company or the Warrantholder in connection with an offering described in Section
6 hereof, except Warrantholder's Expenses.

          (h)  "Effective  Date"  means  the  date  on  which  the  Registration
Statement is declared effective by the Commission.

          (i)  "Exercise Price" means the price at which the  Warrantholder  may
purchase  one Unit upon  exercise of Warrants  as  determined  from time to time
pursuant to the provisions hereof. The initial Exercise Price is $___ per Unit.

          (j)  "Offering"  means the public  offering of Units made  pursuant to
the Registration Statement.

          (k)  "Participating  Underwriter" means any underwriter  participating
in the sale of the Securities pursuant to a registration under Section 6 of this
Warrant Certificate.

<PAGE>

          (l)  "Registration   Statement"   means  the  Company's   registration
statement (File No. 333-130889) as amended on the Closing Date.

          (m)  "Rules and  Regulations"  means the rules and  regulations of the
Commission adopted under the Act.

          (n)  "Securities"  means the  securities  obtained or obtainable  upon
exercise of the Warrant or  securities  obtained or  obtainable  upon  exercise,
exchange, or conversion of such securities.

          (o)  "Unit" means two shares of Common Stock,  two redeemable  Class A
Warrants and one redeemable Class B Warrant.

          (p)  "Unit  Warrants"  means the Class A Warrants and Class B Warrants
that are components of the Unit, and such Unit Warrants are exercisable at $____
as to the Class A Warrants and $____ as to the Class B Warrants.

          (q)  "Warrant  Agreement" means that certain Warrant Agreement,  dated
as of  ___________,  2006,  by and between the Company and U.S.  Stock  Transfer
Corporation relating to the issuance of Unit Warrants.

          (r)  "Warrant Certificate" means a certificate evidencing the Warrant.

          (s)  "Warrantholder"   means  a  record   holder  of  the  Warrant  or
Securities. The initial Warrantholder is Paulson Investment Company, Inc.

          (t)  "Warrantholder's  Expenses"  means  the sum of (i) the  aggregate
amount of cash payments made to an underwriter, underwriting syndicate, or agent
in  connection  with an offering  described in Section 6 hereof  multiplied by a
fraction the numerator of which is the aggregate  sales price of the  Securities
sold by such underwriter,  underwriting syndicate, or agent in such offering and
the  denominator of which is the aggregate  sales price of all of the securities
sold by such underwriter,  underwriting syndicate, or agent in such offering and
(ii) all out-of-pocket  expenses of the  Warrantholder,  except for the fees and
disbursements of one firm retained as legal counsel for the  Warrantholder  that
will be paid by the Company.

          (u)  "Warrant" means the warrant  evidenced by this  certificate,  any
similar  certificate issued in connection with the Offering,  or any certificate
obtained upon transfer or partial exercise of the Warrant  evidenced by any such
certificate.

     2.   EXERCISE OF WARRANT.  All or any part of the  Warrant  represented  by
this  Warrant  Certificate  may be  exercised  commencing  one  year  after  the
Effective Date and ending at 5:00 p.m. Pacific Time on the fifth  anniversary of
the  Effective  Date by  surrendering  this Warrant  Certificate,  together with
appropriate  instructions,  duly  executed by the  Warrantholder  or by its duly
authorized attorney,  at the office of the Company at American MoldGuard,  Inc.,
30200  Rancho  Viejo  Road,  Suite  G, San Juan  Capistrano,  California  92675,
Attention:  Chief  Executive  Officer;  or at such other office or agency as the
Company may designate.  The date on which such  instructions are received by the
Company  shall be the date of  exercise.  If the Holder  has  elected a Cashless
Exercise,  such instructions shall so state. Upon receipt of notice of exercise,
the  Company  shall   immediately   instruct  its  transfer   agent  to  prepare
certificates for the


<PAGE>

Securities to be received by the  Warrantholder  upon  completion of the Warrant
exercise.  When such  certificates  are  prepared,  the Company shall notify the
Warrantholder  and deliver such  certificates to the Warrantholder or as per the
Warrantholder's   instructions   immediately   upon   payment  in  full  by  the
Warrantholder,  in lawful  money of the United  States,  of the  Exercise  Price
payable  with  respect  to  the  Securities  being  purchased,  if  any.  If the
Warrantholder  shall represent and warrant that all applicable  registration and
prospectus  delivery  requirements  for their sale have been  complied with upon
sale of the Securities received upon exercise of the Warrant,  such certificates
shall not bear a legend with respect to the Securities Act of 1933, as amended.

     If  fewer  than  all the  Securities  purchasable  under  the  Warrant  are
purchased, the Company will, upon such partial exercise,  execute and deliver to
the Warrantholder a new Warrant Certificate (dated the date hereof), in form and
tenor  similar  to this  Warrant  Certificate,  evidencing  that  portion of the
Warrant not exercised.  The Securities to be obtained on exercise of the Warrant
will be deemed to have been issued,  and any person exercising the Warrants will
be deemed to have become a holder of record of those Securities,  as of the date
of the payment of the Exercise Price.

     3.   ADJUSTMENTS  IN  CERTAIN  EVENTS.  The  number,  class,  and  price of
Securities  for which this Warrant  Certificate  may be exercised are subject to
adjustment from time to time upon the happening of certain events as follows:

          (a)  If the  outstanding  shares  of the  Company's  Common  Stock are
divided  into a greater  number of shares or a dividend  in stock is paid on the
Common Stock, the number of shares of Common Stock for which the Warrant is then
exercisable  will be  proportionately  increased and the Exercise  Price will be
proportionately  reduced;  and, conversely,  if the outstanding shares of Common
Stock are combined into a smaller  number of shares of Common Stock,  the number
of shares of Common  Stock for which the  Warrant  is then  exercisable  will be
proportionately   reduced  and  the  Exercise  Price  will  be   proportionately
increased.  The increases and reductions  provided for in this Section 3(a) will
be made with the intent and, as nearly as  practicable,  the effect that neither
the percentage of the total equity of the Company  obtainable on exercise of the
Warrants nor the price  payable for such  percentage  upon such exercise will be
affected by any event described in this Section 3(a).

          (b)  In  case  of any  change  in the  Common  Stock  through  merger,
consolidation,    reclassification,    reorganization,   partial   or   complete
liquidation,  purchase of substantially all the assets of the Company,  or other
change in the capital structure of the Company, other than changes in par value,
then, as a condition of such change,  lawful and adequate provision will be made
so that the holder of this Warrant Certificate will have the right thereafter to
receive  upon the exercise of the Warrant the kind and amount of shares of stock
or other  securities  or  property  to which he would  have  been  entitled  if,
immediately  prior to such  event,  he had held the  number  of shares of Common
Stock obtainable upon the exercise of the Warrant. In any such case, appropriate
adjustment  will be made in the  application  of the provisions set forth herein
with respect to the rights and interest thereafter of the Warrantholder,  to the
end that the  provisions  set forth herein will  thereafter  be  applicable,  as
nearly  as  reasonably  may be,  in  relation  to any  shares  of stock or other
property  thereafter  deliverable upon the exercise of the Warrant.  The Company
will not permit any change in its capital  structure  to occur unless the issuer
of the shares of stock or other  securities to be received by the

<PAGE>

holder of this Warrant  Certificate,  if not the Company,  agrees to be bound by
and comply with the provisions of this Warrant Certificate.

          (c)  When any  adjustment  is  required  to be made in the  number  of
shares of Common  Stock,  other  securities,  or the property  purchasable  upon
exercise of the Warrant,  the Company will promptly  determine the new number of
such shares or other  securities  or property  purchasable  upon exercise of the
Warrant and (i) prepare and retain on file a statement  describing in reasonable
detail the method  used in  arriving  at the new number of such  shares or other
securities or property purchasable upon exercise of the Warrant and (ii) cause a
copy of such  statement to be mailed to the  Warrantholder  within 30 days after
the date of the event giving rise to the adjustment.

          (d)  No fractional  shares of Common Stock or other securities will be
issued in connection with the exercise of the Warrant, but the Company will pay,
in lieu of fractional  shares,  a cash payment therefor on the basis of the mean
between  the bid and asked  prices of the Common  Stock in the  over-the-counter
market or the last sale price of the Common Stock on the  principal  exchange or
other  trading  facility  on  which  the  Common  Stock  is  traded  on the  day
immediately prior to exercise.

          (e)  If securities  of the Company or securities of any  subsidiary of
the Company are distributed pro rata to holders of Common Stock,  such number of
securities  will  be  distributed  to the  Warrantholder  or its  assignee  upon
exercise of its rights  hereunder as such  Warrantholder  or assignee would have
been entitled to if this Warrant  Certificate  had been  exercised  prior to the
record date for such distribution.  The provisions with respect to adjustment of
the Common Stock provided in this Section 3 will also apply to the securities to
which the Warrantholder or its assignee is entitled under this Section 3(e).

          (f)  Notwithstanding anything herein to the contrary, there will be no
adjustment  made  hereunder  on account of the sale by the Company of the Common
Stock or other Securities purchasable upon exercise of the Warrant.

          (g)  If, immediately prior to any exercise of Warrants, there shall be
outstanding  no securities of a class or series that,  but for the provisions of
this Section 3, would be issuable  upon such exercise  (the  "Formerly  Issuable
Securities"),  then,  upon such exercise,  and in lieu of the Formerly  Issuable
Securities,  the Company shall issue that number and kind of other securities or
property  for  which  the  Formerly  Issuable   Securities  were  most  recently
exercisable or into which the Formerly  Issuable  Securities  were most recently
convertible, as the case may be.

     4.   RESERVATION  OF  SECURITIES.  The  Company  agrees  that the number of
shares  of  Common  Stock or other  Securities  sufficient  to  provide  for the
exercise of the Warrant  upon the basis set forth above will at all times during
the term of the Warrant be reserved for exercise.

     5.   VALIDITY OF SECURITIES.  All Securities delivered upon the exercise of
the Warrant will be duly and validly issued in accordance with their terms,  and
the Company will pay all  documentary  and transfer taxes, if any, in respect of
the original issuance thereof upon exercise of the Warrant.

<PAGE>

     6.   REGISTRATION   OF   SECURITIES   ISSUABLE   ON   EXERCISE  OF  WARRANT
CERTIFICATE.

          (a)  The  Company  will  register  the  Securities  on Form S-3 or any
successor form (or such other registration  statement form for which the Company
qualifies)  with  the  Commission  pursuant  to  the  Act  so  as to  allow  the
unrestricted  sale of the Securities to the public from time to time  commencing
180 days after the  Effective  Date and ending at 5:00 p.m.  Pacific Time on the
fifth anniversary of the Effective Date (the "Registration Period"). The Company
will also file such  applications  and other  documents  necessary to permit the
sale of the  Securities  to the public during the  Registration  Period in those
states in which the  Warrantholders  reside or such other states as to which the
Company and the  Warrantholder  agree. In order to comply with the provisions of
this  Section  6(a),  the  Company  is  not  required  to  file  more  than  one
registration  statement.  No  registration  right of any  kind,  "piggyback"  or
otherwise, will last longer than five years from the Effective Date.

          (b)  The  Company  will  pay all of the  Company's  Expenses  and each
Warrantholder  will  pay its pro  rata  share  of the  Warrantholder's  Expenses
relating to the registration, offer, and sale of the Securities.

          (c)  Except as specifically provided herein, the manner and conduct of
the registration,  including the contents of the registration statement, will be
entirely in the control and at the  discretion of the Company.  The Company will
file such  post-effective  amendments  and  supplements  as may be  necessary to
maintain the  currency of the  registration  statement  during the period of its
use. In addition,  if the  Warrantholder  participating  in the  registration is
advised  by  counsel  that the  registration  statement,  in their  opinion,  is
deficient  in any  material  respect,  the Company  will use its best efforts to
cause the registration statement to be amended to eliminate the concerns raised.

          (d) The Company will furnish to the Warrantholder the number of copies
of a prospectus,  including a  preliminary  prospectus,  in conformity  with the
requirements of the Act, and such other  documents as it may reasonably  request
in order to facilitate the disposition of Securities owned by it.

          (e)  The Company  will,  at the request of  Warrantholders  holding at
least 50 percent of the then outstanding Warrants: (i) furnish an opinion of the
counsel  representing the Company for the purposes of the registration  pursuant
to this  Section  6,  addressed  to the  Warrantholders  and  any  Participating
Underwriter;  (ii) furnish an  appropriate  letter from the  independent  public
accountants   of  the  Company,   addressed  to  the   Warrantholders   and  any
Participating Underwriter; and (iii) make such representations and warranties to
the Warrantholders and any Participating Underwriter as are customarily given to
underwriters  of public  offerings of equity  securities in connection with such
offerings.  A  request  pursuant  to this  subsection  (e) may be made on  three
occasions.  The documents  required to be delivered  pursuant to this subsection
(e)  will be  dated  within  ten days of the  request  and will be,  in form and
substance,  equivalent to similar  documents  furnished to the  underwriters  in
connection  with the Offering,  with such changes as may be appropriate in light
of changed circumstances.
<PAGE>


     7.   INDEMNIFICATION IN CONNECTION WITH REGISTRATION.

          (a)  If  any  of the  Securities  are  registered,  the  Company  will
indemnify and hold harmless each selling Warrantholder,  any person who controls
any selling  Warrantholder  within the meaning of the Act, and any Participating
Underwriter  against any  losses,  claims,  damages,  or  liabilities,  joint or
several,  to which  any  Warrantholder,  controlling  person,  or  Participating
Underwriter  may be subject  under the Act or otherwise;  and it will  reimburse
each Warrantholder,  each controlling person, and each Participating Underwriter
for any  legal or  other  expenses  reasonably  incurred  by the  Warrantholder,
controlling   person,   or   Participating   Underwriter   in  connection   with
investigating or defending any such loss, claim, damage,  liability,  or action,
insofar as such losses,  claims,  damages, or liabilities,  joint or several (or
actions in respect thereof), arise out of or are based upon any untrue statement
or alleged  untrue  statement of any material fact  contained,  on the effective
date thereof, in any such registration  statement or any preliminary  prospectus
or final prospectus,  or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided,  however, that the Company will not be liable in any case
to the extent that any loss,  claim,  damage,  or liability  arises out of or is
based upon any untrue  statement  or alleged  untrue  statement  or  omission or
alleged omission made in any  registration  statement,  preliminary  prospectus,
final prospectus,  or any amendment or supplement  thereto, in reliance upon and
in conformity with written  information  furnished by a Warrantholder for use in
the preparation  thereof. The indemnity agreement contained in this subparagraph
(a) will not apply to amounts paid to any claimant in  settlement of any suit or
claim unless such payment is first approved by the Company, such approval not to
be unreasonably withheld.

          (b)  Each  selling  Warrantholder,  as a  condition  of the  Company's
registration  obligation,  will indemnify and hold harmless the Company, each of
its directors,  each of its officers who have signed any registration  statement
or other  filing or any  amendment  or  supplement  thereto,  and any person who
controls the Company within the meaning of the Act, against any losses,  claims,
damages,  or liabilities to which the Company or any such director,  officer, or
controlling  person  may become  subject  under the Act or  otherwise,  and will
reimburse any legal or other expenses  reasonably incurred by the Company or any
such director,  officer,  or controlling person in connection with investigating
or defending any such loss, claim, damage, liability, or action, insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue or alleged untrue  statement of any material
fact  contained  in  said  registration  statement,  any  preliminary  or  final
prospectus,  or other filing, or any amendment or supplement  thereto,  or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  but only to the extent that such untrue  statement  or
alleged  untrue  statement  or  omission  or alleged  omission  was made in said
registration  statement,  preliminary or final  prospectus,  or other filing, or
amendment  or  supplement,  in  reliance  upon and in  conformity  with  written
information  furnished by such Warrantholder for use in the preparation thereof;
provided,  however,  that the indemnity agreement contained in this subparagraph
(b) will not apply to amounts paid to any claimant in  settlement of any suit or
claim unless such payment is first approved by the Warrantholder,  such approval
not to be unreasonably withheld.

<PAGE>

          (c)  Promptly   after   receipt   by  an   indemnified   party   under
subparagraphs (a) or (b) above of notice of the commencement of any action, such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying party,  notify the indemnifying party of the commencement  thereof;
but the omission to notify the  indemnifying  party will not relieve it from any
liability  that it may  have  to any  indemnified  party  otherwise  than  under
subparagraphs  (a) and (b),  except  to the  extent  it was  prejudiced  by such
failure to notify.

          (d)  If any such action is brought against any  indemnified  party and
it notifies an indemnifying party of the commencement  thereof, the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof,  with counsel satisfactory to such indemnified party; and after
notice from the indemnifying  party to such indemnified party of its election to
assume the defense thereof,  the  indemnifying  party will not be liable to such
indemnified party for any legal or other expenses  subsequently incurred by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation.

     8.   RESTRICTIONS ON TRANSFER. This Warrant Certificate and the Warrant may
not be sold, transferred,  assigned, pledged, or hypothecated, or be the subject
of any  hedging,  short sale,  derivative,  put or call  transaction  that would
result in the effective  economic  disposition  of the Warrant or the underlying
securities by any person for a period of one year  following the Effective  Date
or commencement of sales of the public offering,  except pursuant to the laws of
descent and  distribution,  or to an individual  who is an officer or partner of
the underwriters of the Offering, provided, in such case, that all securities so
transferred remain subject to the transfer  restriction for the remainder of the
one-year period  following the Effective Date. After one year from the Effective
Date, the Warrant may be transferred  to (i) partners,  officers,  directors and
shareholders of underwriters, without restriction; and to (ii) other persons not
hereinbefore named, PROVIDED, HOWEVER, that in the case of transfers pursuant to
clause (ii),  the Warrant must be  immediately  exercised  upon transfer by such
transferee or it shall terminate.  The Warrant may be divided or combined,  upon
request to the Company by the Warrantholder,  into a certificate or certificates
evidencing the same aggregate number of Warrants.

     9.   NO RIGHTS AS A STOCKHOLDER.  Except as otherwise  provided herein, the
Warrantholder  will not, by virtue of ownership  of the Warrant,  be entitled to
any rights of a shareholder of the Company but will, upon written request to the
Company,  be entitled to receive such quarterly or annual reports as the Company
distributes to its stockholders.

     10.  NOTICE.  Any notices  required or permitted to be given hereunder will
be in writing  and may be served  personally  or by mail;  and if served will be
addressed as follows:

If to the Company:

      American Mold Guard, Inc.
      30200 Rancho Viejo Road, Suite G
      San Juan Capistrano, CA 92675
      Attention:  Chief Executive Officer



<PAGE>


If to the Warrantholder:

     AT THE ADDRESS FURNISHED
     BY THE  WARRANTHOLDER TO THE COMPANY
     FOR THE PURPOSE OF NOTICE.

     Any notice so given by mail will be deemed effectively given 48 hours after
mailing when deposited in the United States mail,  registered or certified mail,
return receipt requested,  postage prepaid and addressed as specified above. Any
party may by written notice to the other specify a different  address for notice
purposes.

     11.  APPLICABLE  LAW.  This  Warrant  Certificate  will be  governed by and
construed in accordance with the laws of the State of Oregon,  without reference
to conflict of laws principles thereunder. All disputes relating to this Warrant
Certificate  shall be tried  before  the courts of Oregon  located in  Multnomah
County,   Oregon  to  the   exclusion  of  all  other  courts  that  might  have
jurisdiction.


     Dated as of ________________, 2006

                                                AMERICAN MOLD GUARD, INC.



                                                By: ____________________________
                                                    Name:
                                                    Title:


     Agreed and Accepted as of ______________, 2006

                                                PAULSON INVESTMENT COMPANY, INC.



                                                By: ____________________________
                                                    Name:
                                                    Title: