Filed by Automated Filing Services Inc. (604) 609-0244 - Who's Your Daddy, Inc. - Exhibit 4.9






THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO WHO’S YOUR DADDY, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED. 

Right to Purchase 35,000 shares of Common Stock of WHO’S YOUR
DADDY, INC. (subject to adjustment as provided herein) 

COMMON STOCK PURCHASE WARRANT 

	No. 2005-A-001 	Issue Date: October ____, 2005



          WHO’S
YOUR DADDY, INC., a corporation organized under the laws of the State of Nevada
(the “Company”), hereby certifies that, for value received, Around the Clock
Partners, LP, 33 6th Street South, Suite 204, St. Petersburg, FL
33701, Fax: 727-895-1395, or its assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company at any time after the
Issue Date until 5:00 p.m., P.S.T on the fifth (5th) anniversary of
the Issue Date (the “Expiration Date”), up to 35,000 fully paid and
nonassessable shares of Common Stock at a per share purchase price of $1.25. The
aforedescribed purchase price per share, as adjusted from time to time as herein
provided, is referred to herein as the “Purchase Price.” The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein. The Company may reduce the Purchase Price without
the consent of the Holder. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the “Securities Purchase Agreement”), dated October ___, 2005,
entered into by the Company and Holder. 

          As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

         
(a)      The term “Company” shall include Who’s Your
Daddy, Inc. and any corporation which shall succeed or assume the obligations of
Who’s Your Daddy, Inc. hereunder.

         
(b)      The term “Common Stock” includes (a) the
Company’s Common Stock, $.001 par value per share, as authorized on the date of
the Securities Purchase Agreement, and (b) any other securities into which or
for which any of the securities described in (a) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise. 

         
(c)      The term “Other Securities” refers to any
stock (other than Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the holder of the Warrant at any time
shall be entitled to receive, or shall have received, on the exercise of the
Warrant, in lieu of or in addition to Common Stock, or which at any time shall
be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 5 or otherwise.

          (d)     
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of
this Warrant. 

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1.        Exercise of Warrant. 

                   
1.1.      Number of Shares Issuable upon
Exercise. From and after the Issue Date through and including the Expiration
Date, the Holder hereof shall be entitled to receive, upon exercise of this
Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise
of this Warrant in part in accordance with subsection 1.3, shares of Common
Stock of the Company, subject to adjustment pursuant to Section 4. 

                   
1.2.      Full Exercise. This Warrant may be
exercised in full by the Holder hereof by delivery of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto (the “Subscription
Form”) duly executed by such Holder and surrender of the original Warrant within
four (4) days of exercise, to the Company at its principal office or at the
office of its Warrant Agent (as provided hereinafter), accompanied by payment,
in cash, wire transfer or by certified or official bank check payable to the
order of the Company, in the amount obtained by multiplying the number of shares
of Common Stock for which this Warrant is then exercisable by the Purchase Price
then in effect.

                   
1.3.      Partial Exercise. This Warrant may be
exercised in part (but not for a fractional share) by surrender of this Warrant
in the manner and at the place provided in subsection 1.2 except that the amount
payable by the Holder on such partial exercise shall be the amount obtained by
multiplying (a) the number of whole shares of Common Stock designated by the
Holder in the Subscription Form by (b) the Purchase Price then in effect. On any
such partial exercise, the Company, at its expense, will forthwith issue and
deliver to or upon the order of the Holder hereof a new Warrant of like tenor,
in the name of the Holder hereof or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may request, the whole number of shares of
Common Stock for which such Warrant may still be exercised. 

                   
1.4.      Fair Market Value. Fair Market Value
of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:

                             
(a)      If the Company’s Common Stock is traded on an
exchange or is quoted on the National Association of Securities Dealers, Inc.
Automated Quotation (“NASDAQ”), National Market System, the NASDAQ SmallCap
Market or the American Stock Exchange, LLC, then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date; 

                             
(b)      If the Company’s Common Stock is not traded on
an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market
or the American Stock Exchange, Inc., but is traded in the over-the-counter
market, then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date; 

                             
(c)      Except as provided in clause (d) below, if the
Company’s Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration Association,
before a single arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided; or 

                             
(d)      If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company’s charter, then all amounts to
be payable per share to holders of the Common Stock pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the 

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purposes of this clause (d) that all of the shares of Common
Stock then issuable upon exercise of all of the Warrants are outstanding at the
Determination Date. 

                   
1.5.      Company Acknowledgment. The Company
will, at the time of the exercise of the Warrant, upon the request of the Holder
hereof acknowledge in writing its continuing obligation to afford to such Holder
any rights to which such Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the Holder shall
fail to make any such request, such failure shall not affect the continuing
obligation of the Company to afford to such Holder any such rights. 

                   
1.6.      Trustee for Warrant Holders. In the
event that a bank or trust company shall have been appointed as trustee for the
Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company
shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1.

                   
1.7.      Delivery of Stock Certificates, etc. on
Exercise. The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder hereof as
the record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as
aforesaid. As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within four (4) business days thereafter, the Company
at its expense (including the payment by it of any applicable issue taxes) will
cause to be issued in the name of and delivered to the Holder hereof, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may direct
in compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

         
2.        Adjustment for Reorganization,
Consolidation, Merger, etc. 

                   
2.1.      Reorganization, Consolidation, Merger,
etc. In case at any time or from time to time, the Company shall (a) effect
a reorganization, (b) consolidate with or merge into any other person or (c)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant, on the exercise hereof as provided in Section 1, at
any time after the consummation of such reorganization, consolidation or merger
or the effective date of such dissolution, as the case may be, shall receive, in
lieu of the Common Stock (or Other Securities) issuable on such exercise prior
to such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4. 

                   
2.2.      Dissolution. In the event of any
dissolution of the Company following the transfer of all or substantially all of
its properties or assets, the Company, prior to such dissolution, shall at its
expense deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by the Holder of the
Warrants after the effective date of such dissolution pursuant to this Section 3
to a bank or trust company (a “Trustee”) having its principal office in New
York, NY, as trustee for the Holder of the Warrants.

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2.3.      Continuation of Terms. Upon any
reorganization, consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 3, this Warrant shall continue in full
force and effect and the terms hereof shall be applicable to the Other
Securities and property receivable on the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger or the effective
date of dissolution following any such transfer, as the case may be, and shall
be binding upon the issuer of any Other Securities, including, in the case of
any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4. In the
event this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then only in such
event will the Company’s securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the Trustee
as contemplated by Section 3.2. 

         
3.         Adjustment for Share
Issuance. Until the Expiration Date, if the Company shall issue any 

Common Stock prior to the complete exercise of this Warrant for
a consideration less than the Purchase Price that would be in effect at the time
of such issue, then, and thereafter successively upon each such issue, the
Purchase Price shall be reduced to such other lower issue price. For purposes of
this adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Purchase Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option and again at any time upon
any subsequent issuances of shares of Common Stock upon exercise of such
conversion or purchase rights if such issuance is at a price lower than the
Purchase Price in effect upon such issuance. The reduction of the Purchase Price
described in this Section 3.4 is in addition to the other rights of the Holder
described in the Securities Purchase Agreement. 

         
4.         Extraordinary Events
Regarding Common Stock. In the event that the Company shall (a) issue
additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock,
or (c) combine its outstanding shares of the Common Stock into a smaller number
of shares of the Common Stock, then, in each such event, the Purchase Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 4. The number of
shares of Common Stock that the Holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise. 

         
5.         Certificate as to
Adjustments. In each case of any adjustment or readjustment in the shares of
Common Stock (or Other Securities) issuable on the exercise of the Warrants, the
Company at its expense will promptly cause its Chief Financial Officer or other
appropriate designee to compute such adjustment or readjustment in accordance
with the terms of the Warrant and prepare a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the
number of shares of Common Stock to be 

4 




received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of the Warrant and any Warrant Agent of the Company
(appointed pursuant to Section 11 hereof). 

         
6.         Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial Statements. The Company will at
all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, all shares of Common Stock (or Other Securities) from
time to time issuable on the exercise of the Warrant. This Warrant entitles the
Holder hereof to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Company’s Common
Stock.

         
7.         Assignment; Exchange of
Warrant. Subject to compliance with applicable securities laws, this
Warrant, and the rights evidenced hereby, may be transferred by any registered
holder hereof (a “Transferor”). On the surrender for exchange of this Warrant,
with the Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this Warrant will be
in compliance with applicable securities laws, the Company at its expense,
twice, only, but with payment by the Transferor of any applicable transfer
taxes, will issue and deliver to or on the order of the Transferor thereof a new
Warrant or Warrants of like tenor, in the name of the Transferor and/or the
transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant. 

         
8.         Replacement of
Warrant. On receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement reasonably satisfactory in form to the Company or, in the case of any
such mutilation, on surrender and cancellation of this Warrant, the Company at
its expense, twice only, will execute and deliver, in lieu thereof, a new
Warrant of like tenor. 

         
9.         Registration Rights.
The Holder of this Warrant has been granted certain registration rights by the
Company. These registration rights are set forth in the Securities Purchase
Agreement. The terms of the Securities Purchase Agreement are incorporated
herein by this reference. 

         
10.       Maximum Exercise. The Holder shall not
be entitled to exercise this Warrant on an exercise date, in connection with
that number of shares of Common Stock which would be in excess of the sum of (i)
the number of shares of Common Stock beneficially owned by the Holder and its
affiliates on an exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which the
determination of this limitation is being made on an exercise date, which would
result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock on such date. For the purposes
of the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate exercises which would result in the issuance
of more than 4.99% . The restriction described in this paragraph may be waived,
in whole or in part, upon sixty-one (61) days prior notice from the Holder to
the Company. The Holder may allocate which of the equity of the Company deemed
beneficially owned by the Subscriber shall be included in the 4.99% amount
described above and which shall be allocated to the excess above 4.99% . 

         
11.       Warrant Agent. The Company may,
by written notice to the Holder of the Warrant, appoint an agent (a “Warrant
Agent”) for the purpose of issuing Common Stock (or Other Securities) on the
exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
to Section 7, and 

5 




replacing this Warrant pursuant to Section 8, or any of the
foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such Warrant Agent.

         
12.        Transfer on the Company’s
Books. Until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.

         
13.        Notices. All notices,
demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein,
shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be: (i)
if to the Company to: Who’s Your Daddy, Inc., 3131 Camino del Rio, North, Suite
1650, San Diego, California 92108, Attn: President, telecopier number:
__________________, and (ii) if to the Holder, to the address and telecopier
number listed on the first paragraph of this Warrant, with an additional copy by
telecopier only to: Joel Bernstein, Esq., 2666 Tigertail Avenue, Suite 104,
Miami, FL 33133, telecopier number: (786) 513-8522 or to such other address as
the Company or the Holder may from time to time specify in writing to the other
party. 

         
14.        Miscellaneous. This Warrant
and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant shall be
construed and enforced in accordance with and governed by the laws of Florida.
Any dispute relating to this Warrant shall be adjudicated in the State of
Florida. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

6 




          IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

	 	WHO’S YOUR DADDY, INC.
    
	 	 	  
	 	 	  
	 	 	  
	 	By: 	  
	 	 	Name: Dan Fleyshman 
	 	 	Title: President 



	Witness: 	 
	 	 
	 	 


7 




Exhibit A 

FORM OF SUBSCRIPTION 
(to be signed only on exercise of
Warrant) 

TO: WHO’S YOUR DADDY, INC.

The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box): 

	 	 	 	shares of the Common Stock covered by such
      Warrant. 


The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Warrant, which
is $___________. Such payment takes the form of (check applicable box or boxes):


	 	 	$__________ in lawful money of the United
      States. 


The undersigned requests that the certificates for such shares
  be issued in the name of, and delivered to _____________________________________________________whose
  address is 

  __________________________________________________________________________________________________________
  

  __________________________________________________________________________________________________________



Number of Shares of Common Stock Beneficially Owned on the date
of exercise: Less than five percent (5%) of the outstanding Common Stock of
Who’s Your Daddy, Inc.. 

The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within
Warrant shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an
exemption from registration under the Securities Act. 

	Dated ___________________ 	 
		(Signature must conform to name
      of holder as 
		specified on the face of the
      Warrant) 
	  	 
	  	 
	  	 
		(Address) 


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Exhibit B 

FORM OF TRANSFEROR ENDORSEMENT 
(To be signed only on
transfer of Warrant) 

                  
For value received, the undersigned hereby sells, assigns, and transfers unto
the person(s) named below under the heading “Transferees” the right represented
by the within Warrant to purchase the percentage and number of shares of Common
Stock of WHO’S YOUR DADDY, INC. to which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of WHO’S YOUR
DADDY, INC. with full power of substitution in the premises. 


	Transferees
    	Percentage Transferred 	Number Transferred 
	 	 	 
	 	 	 
	 	 	 




	Dated: ______________, ____________		
	    	 
     	(Signature must conform to name of
      holder as specified on the face of the warrant) 




	Signed in the
      presence of: 	 	 
	  	 	 
	  	 	 
	                             
      (Name)  	 	 
		 	(address) 
	  	 	 
	ACCEPTED AND
      AGREED: 	 	 
	[TRANSFEREE] 	 	 
		 	(address) 
	  	 	 
	  	 	 
	                             
      (Name)