NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.




**UNIT
      PURCHASE WARRANT**





To
      Purchase Shares of Common Stock and Warrants of




**SUB-URBAN
      BRANDS, INC.**




THIS
      UNIT
      PURCHASE WARRANT (the “ Unit
      Purchase Warrant ”)
      certifies that, for value received, Jdabbco, Inc. (the “ Holder ”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date hereof (the
      “ Initial
      Exercise Date ”)
      and on
      or prior to the close of business on the 270 th day
      after the Initial Exercise Date (the “ Termination
      Date ”)
      but
      not thereafter, to subscribe for and purchase from Sub-Urban Brands, Inc. a
      Nevada corporation (the “ Company ”),
      a
      Unit, consisting of 880,000 shares of Common Stock and a Warrant to purchase
      440,000 shares of Common Stock of the Company (the “ Common
      Stock ”).
      Each
      Warrant included in the Unit shall be exercisable for a period of three years
      from their date of issuance at $0.50 per share and shall be identical to the
      warrants issued to the Holder on May 23, 2006 (the “ May
      Warrants ”).
      The
      purchase price of the Unit under this Unit Purchase Warrant shall be equal
      to
      the number of shares of Common Stock included in the Unit multiplied by $0.25.
      The shares to be issued upon exercise of the Warrants included herein are herein
      referred to as the “ Warrant
      Shares, ”
and,
      together with the shares of Common Stock included in the Unit as the
“ Shares .”




Section
      1 .  Definitions .
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Securities Purchase Agreement (the “ Purchase
      Agreement ”),
      dated
      May 23, 2006, among the Company and the purchasers signatory
      thereto.




Section
      2 .  Exercise .




a)  Exercise
      of Unit Purchase Warrant .
      Exercise of the purchase rights represented by this Unit Purchase Warrant may
      be
      made, in whole or in part, at any time or times on or after the Initial Exercise
      Date and on or before the Termination Date by delivery to the Company of a
      duly
      executed facsimile copy of the Notice of Exercise Form annexed hereto (or such
      other office or agency of the Company as it may designate by notice in writing
      to the registered Holder at the address of such Holder appearing on the books
      of
      the Company); provided , however ,
      within
      5 Trading Days of the date said Notice of Exercise is delivered to the Company,
      the Holder shall have surrendered this Unit Purchase Warrant to the Company
      and
      the Company shall have received payment of the aggregate Exercise Price of
      the
      Securities thereby purchased by wire transfer or cashier’s check drawn on a
      United States bank.




1




b)  Exercise
      Price .
      The
      exercise price of the Unit under this Warrant shall be $0.25 multiplied by
      the
      number of shares of Common Stock purchased hereunder (the “ Exercise
      Price ”).




c)  Mechanics
      of Exercise .




i.  Authorization
      of Securities .
      The
      Company covenants that all Securities which may be issued upon the exercise
      of
      the purchase rights represented by this Unit Purchase Warrant will, upon
      exercise of the purchase rights represented by this Unit Purchase Warrant,
      be
      duly authorized, and (with respect to the Shares) validly issued, fully paid
      and
      nonassessable and free from all taxes, liens and charges in respect of the
      issue
      thereof (other than taxes in respect of any transfer occurring contemporaneously
      with such issue).




ii.  Delivery
      of Common Stock and Warrants Upon Exercise .
      Upon
      exercise hereof, the Company shall deliver to Holder certificates representing
      the Common Stock and the Warrants.




iii.  Closing
      of Books .
      The
      Company will not close its stockholder books or records in any manner which
      prevents the timely exercise of this Unit Purchase Warrants, pursuant to the
      terms hereof.




d)  Conditions
      to Closing Upon Exercise .
      The
      Closing is subject to the satisfaction or waiver by the party to be benefited
      thereby of the following conditions:




(a)  The
      Company shall have delivered or caused to be delivered to the Holder the
      following:





(ii)  a
      certificate evidencing a number of shares of Common Stock equal to Holder’s
      aggregate amount payable upon exercise divided by the Exercise Price per Unit,
      registered in the name of the Holder olderH ;




(iii)  Warrants
      registered in the name of the Holder to purchase up to a number of shares of
      Common Stock equal to one half of the number of shares of Common Stock purchased
      upon exercise of this Unit Purchase Warrant;




2


(iv)  a
      registration rights agreement duly executed by the parties with respect to
      the
      Shares substantially in the form of the Registration Rights
      Agreement;




(v)  a
      certificate, signed by the Secretary of the Company, attaching (i) the charter
      and By-Laws of the Company, and (ii) resolutions passed by its Board of
      Directors to authorize the transactions contemplated hereby and by the other
      Transaction Documents, and certifying that such documents are true and complete
      copies of the originals and that such resolutions have not been amended or
      superseded, it being understood that the Holder may rely on such certificate
      as
      a representation and warranty of the Company made herein; and




(vi)  a
      certificate, signed by the Chief Executive Officer of the Company, certifying
      that the conditions specified in this Section have been fulfilled as of the
      date
      of the exercise, it being understood that the Holder may rely on such
      certificate as though it were a representation and warranty of the Company
      made
      herein .




Section
      3 .  Adjustments .
      All
      provisions relating to adjustments to be made to the exercise price of the
      May
      Warrants and the number of shares of Common Stock issuable upon exercise thereof
      shall apply to the exercise price of the Warrants included herein and the number
      of shares of Common Stock issuable upon exercise thereof, whether this Unit
      Purchase Warrant has been exercised or not.




Section
      4 .  Transfer
      of Warrant .




a)  Transferability .
      Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Sections 5(a) and 4(d) hereof and to the provisions of Section 4.1 of the
      Purchase Agreement, this Unit Purchase Warrant and all rights hereunder are
      transferable, in whole or in part, upon surrender of this Unit Purchase Warrant
      at the principal office of the Company, together with a written assignment
      of
      this Unit Purchase Warrant substantially in the form attached hereto duly
      executed by the Holder or its agent or attorney and funds sufficient to pay
      any
      transfer taxes payable upon the making of such transfer. Upon such surrender
      and, if required, such payment, the Company shall execute and deliver a new
      Unit
      Purchase Warrant or Unit Purchase Warrants in the name of the assignee or
      assignees and in the denomination or denominations specified in such instrument
      of assignment, and shall issue to the assignor a new Unit Purchase Warrant
      evidencing the portion of this Unit Purchase Warrant not so assigned, and this
      Unit Purchase Warrant shall promptly be cancelled. A Unit Purchase Warrant,
      if
      properly assigned, may be exercised by a new holder without having a new Unit
      Purchase Warrant issued.




b)  New
      Unit Purchase Warrants .
      This
      Unit Purchase Warrant may be divided or combined with other Unit Purchase
      Warrants upon presentation hereof at the aforesaid office of the Company,
      together with a written notice specifying the names and denominations in which
      new Unit Purchase Warrants are to be issued, signed by the Holder or its agent
      or attorney. Subject to compliance with Section 4(a), as to any transfer which
      may be involved in such division or combination, the Company shall execute
      and
      deliver a new Unit Purchase Warrant or Unit Purchase Warrants in exchange for
      the Unit Purchase Warrant or Unit Purchase Warrants to be divided or combined
      in
      accordance with such notice.




3


c)  Warrant
      Register .
      The
      Company shall register this Unit Purchase Warrant, upon records to be maintained
      by the Company for that purpose (the “ Warrant
      Register ”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Unit Purchase Warrant as the absolute owner
      hereof for the purpose of any exercise hereof or any distribution to the Holder,
      and for all other purposes, absent actual notice to the contrary.




d)  Transfer
      Restrictions . If ,
      at the time
      of
      the surrender of this Unit
      Purchase Warrant
      in connection with any transfer of this Unit
      Purchase Warrant,
      the transfer of this Unit
      Purchase Warrant
      shall not be registered pursuant to an effective registration statement under the Securities Act and under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such transfer (i) that the Holder or transferee of this
      Warrant, as the case may be, furnish to the Company a written opinion of counsel
      (which opinion shall be in form, substance and scope customary for opinions
      of
      counsel in comparable transactions) to the effect that such transfer may be
      made
      without registration under the
      Securities Act and under applicable state securities or blue sky laws, (ii)
      that
      the holder or transferee execute and deliver to the Company an investment letter
      in form and substance acceptable to the Company and (iii) that the transferee
      be
      an “accredited
      investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.




Section
      5 .  Miscellaneous .




a)  Title
      to Unit Purchase Warrant .
      Prior
      to the Termination Date and subject to compliance with applicable laws and
      Section 4 of this Unit Purchase Warrant, this Unit Purchase Warrant and all
      rights hereunder are transferable, in whole or in part, at the office or agency
      of the Company by the Holder in person or by duly authorized attorney, upon
      surrender of this Unit Purchase Warrant together with the Assignment Form
      annexed hereto properly endorsed. The transferee shall sign an investment letter
      in form and substance reasonably satisfactory to the Company.




b)  Rights
      as Shareholder .
      Voting
      rights, if any, with respect to the Shares shall be established in accordance
      with the terms of the Warrants and the Common Stock.




c)  Loss,
      Theft, Destruction or Mutilation of Unit Purchase Warrant .
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Unit
      Purchase Warrant or any stock certificate relating to the Shares, and in case
      of
      loss, theft or destruction, of indemnity or security reasonably satisfactory
      to
      it (which, in the case of the Warrant, shall not include the posting of any
      bond), and upon surrender and cancellation of such Unit Purchase Warrant or
      stock certificate, if mutilated, the Company will make and deliver a new Unit
      Purchase Warrant or stock certificate of like tenor and dated as of such
      cancellation, in lieu of such Unit Purchase Warrant or stock
      certificate.




4




d)  Saturdays,
      Sundays, Holidays, etc .
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a Saturday, Sunday or a legal holiday,
      then such action may be taken or such right may be exercised on the next
      succeeding day not a Saturday, Sunday or legal holiday.




e)  Authorized
      Shares .




The
      Company covenants that during the period the Unit Purchase Warrant is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a
      sufficient number of shares to provide for the issuance of the Shares upon
      the
      exercise of any purchase rights under the Unit Purchase Warrants and the
      exercise of Warrants included herein. The Company further covenants that its
      issuance of this Unit Purchase 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 Shares upon the exercise
      of
      this Unit Purchase Warrants and the exercise of the Warrants included herein.
      The Company will take all such reasonable action as may be necessary to assure
      that such Shares 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 Common Stock may be listed.




Except
      and to the extent as waived or consented to by the Holder, 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, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms of
      this
      Unit Purchase 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 Holder as set forth in this
      Warrant against impairment. Without limiting the generality of the foregoing,
      the Company will (a) not increase the par value of any Shares above the amount
      payable therefor upon such exercise immediately prior to such increase in par
      value, (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 Shares
      upon the exercise of the Unit Purchase Warrant and exercise of the Warrants,
      and
      (c) use commercially reasonable efforts to obtain all such authorizations,
      exemptions or consents from any public regulatory body having jurisdiction
      thereof as may be necessary to enable the Company to perform its obligations
      under this Warrant.




Before
      taking any action which would result in an adjustment in the number of Shares
      for which this Warrant is exercisable or in the Exercise Price, the Company
      shall obtain all such authorizations or exemptions thereof, or consents thereto,
      as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.




5


f)  Jurisdiction .
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Unit Purchase Warrant shall be determined in accordance with the
      provisions of the Purchase Agreement.




g)  Restrictions .
      The
      Holder acknowledges that the Shares acquired upon the exercise of the Unit
      Purchase Warrant and the Warrants included therein, if not registered, will
      have
      restrictions upon resale imposed by state and federal securities
      laws.




h)  Nonwaiver
      and Expenses .
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder shall operate as a waiver of such right or otherwise prejudice
      Holder’s rights, powers or remedies, notwithstanding the fact that all rights
      hereunder terminate on the Termination Date. If the Company willfully and
      knowingly fails to comply with any provision of this Unit Purchase Warrant,
      which results in any material damages to the Holder, the Company shall pay
      to
      Holder such amounts as shall be sufficient to cover any costs and expenses
      including, but not limited to, reasonable attorneys’ fees, including those of
      appellate proceedings, incurred by Holder in collecting any amounts due pursuant
      hereto or in otherwise enforcing any of its rights, powers or remedies
      hereunder.




i)  Notices .
      Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Purchase Agreement.




j)  Limitation
      of Liability .
      No
      provision hereof, in the absence of any affirmative action by Holder to exercise
      this Unit Purchase Warrant, and no enumeration herein of the rights or
      privileges of Holder, shall give rise to any liability of Holder for the
      purchase price of any Common Stock or as a stockholder of the Company, whether
      such liability is asserted by the Company or by creditors of the
      Company.




k)  Remedies .
      Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Unit Purchase Warrant. The Company agrees that monetary damages
      would
      not be adequate compensation for any loss incurred by reason of a breach by
      it
      of the provisions of this Unit Purchase Warrant and hereby agrees to waive
      the
      defense in any action for specific performance that a remedy at law would be
      adequate.




l)  Successors
      and Assigns .
      Subject
      to applicable securities laws, this Unit Purchase Warrant and the rights and
      obligations evidenced hereby shall inure to the benefit of and be binding upon
      the successors of the Company and the successors and permitted assigns of
      Holder. The provisions of this Unit Purchase Warrant are intended to be for
      the
      benefit of all Holders from time to time of this Unit Purchase Warrant and
      shall
      be enforceable by any such Holder or holder of Shares.




m)  Amendment .
      This
      Warrant may be modified or amended or the provisions hereof waived with the
      written consent of the Company and the Holder.




6


n)  Severability .
      Wherever possible, each provision of this Unit Purchase Warrant shall be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Unit Purchase Warrant shall be prohibited by or
      invalid under applicable law, such provision shall be ineffective to the extent
      of such prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this Unit Purchase
      Warrant.




o)  Headings .
      The
      headings used in this Unit Purchase Warrant are for the convenience of reference
      only and shall not, for any purpose, be deemed a part of this Unit Purchase
      Warrant.




********************




7




IN
      WITNESS WHEREOF, the Company has caused this Unit Purchase Warrant to be
      executed by its officer thereunto duly authorized.




Dated:
      May ___, 2006


**SUB-URBAN
                BRANDS, INC.**By:Name:Title




8




**NOTICE
      OF EXERCISE**





TO:  SUB-URBAN
      BRANDS, INC.





(1)  The
      undersigned hereby elects to purchase ________ Units of the Company pursuant
      to
      the terms of the attached Unit Purchase Warrant (only if exercised in full),
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.




Payment
      shall take the form of lawful money of the United States.




(2)  Please
      issue a certificate or certificates representing said Warrants and shares of
      Common Stock in the name of the undersigned or in such other name as is
      specified below:




_______________________________




Certificates
      shall be delivered to the following:




_______________________________




_______________________________




_______________________________





(4) Accredited
      Investor .
      The
      undersigned is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act of 1933, as amended.





[SIGNATURE
      OF HOLDER]


Name
          of
          Investing Entity:
          ______________________________________________________________________________
 *Signature
          of Authorized Signatory of Investing Entity* :
          ________________________________________________________
 Name
          of
          Authorized Signatory:
          __________________________________________________________________________
 Title
          of
          Authorized Signatory:
          ___________________________________________________________________________
 Date:
          _______________________________________________________________________________________________









**ASSIGNMENT
      FORM**





(To
      assign the foregoing warrant, execute


this
      form
      and supply required information.


Do
      not
      use this form to exercise the warrant.)











FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to







_______________________________________________
      whose address is





_______________________________________________________________.







_______________________________________________________________





Dated:
      ______________, _______




Holder’s
      Signature:  _____________________________





Holder’s
      Address:  ______________________________




_____________________________




Signature
      Guaranteed: ___________________________________________




NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.