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                                                                     EXHIBIT 4.4


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                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                        UPGRADE INTERNATIONAL CORPORATION
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                   THIS WARRANT AND THE SHARES OF COMMON STOCK
                     ISSUABLE PURSUANT TO THIS WARRANT HAVE
              NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
             AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED OR
            OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR
                AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE



FOR VALUE RECEIVED

Upgrade International Corporation, a Florida corporation (the "Company"), grants
the following rights to the Bland Family Trust, having an address at 5535
Peregrine Way, Blaine, WA 98230 ("Holder").

ARTICLE 1. DEFINITIONS

As used herein, the following terms shall have the following meanings, unless
the context shall otherwise require:

        (a)     "Common Stock" shall mean the common stock, par value $0.001 per
                share, of the Company.

        (b)     "Corporate Office" shall mean the office of the Company (or its
                successor) at which at any particular time its principal
                business shall be administered, which office is located at the
                date hereof at 1411 Fourth Avenue, Suite #629, Seattle, WA
                98104.

        c)      "Exercise Date" shall mean any date upon which the Holder shall
                give the Company a Notice of Exercise, which shall be deemed the
                date the Notice of Exercise was first deposited in the U.S.
                Mails, if mailed, or the date received by the courier company if
                delivered by recognized courier company, or the date received by
                the Company if otherwise given or delivered.

        (d)     "Exercise Price" shall mean the price to be paid to the Company
                for each share of Common Stock to be purchased upon exercise of
                this Warrant in accordance with the terms hereof, which shall be
                $0.25 per share.

        (e)     "Expiration Date" shall mean 5:00 PM (Pacific Standard time) on
                January 20, 2001.



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        (f)     "SEC" shall mean the United States Securities and Exchange
                Commission.

ARTICLE 2. EXERCISE

2.1     EXERCISE OF WARRANT

        This Warrant shall entitle Holder to purchase up to 1,000,000 shares of
        Common Stock (the "Shares") at the Exercise Price. This Warrant shall be
        exercisable at any time and from time to time prior to the Expiration
        Date (the "Exercise Period") upon execution. This Warrant and the right
        to purchase Shares hereunder shall expire and become void at the
        Expiration Date.

2.2     MANNER OF EXERCISE

        (a)     Holder may exercise this Warrant at any time and from time to
                time during the Exercise Period, in whole or in part (but not in
                denominations of fewer than 5,000 Shares, except upon an
                exercise of this Warrant with respect to the remaining balance
                of Shares purchasable hereunder at the time of exercise), by
                delivering to the Company at its Corporate Office (i) a duly
                executed Notice of Exercise in substantially the form attached
                as Appendix I hereto and (ii) a bank cashier's or certified
                check for the aggregate Exercise Price of the Shares being
                purchased.

        (b)     From time to time upon exercise of this Warrant, in whole or
                part, in accordance with its terms, the Company will cause its
                transfer agent to countersign and deliver stock certificates to
                the Holder representing the number of Shares being purchased
                pursuant to such exercise, subject to adjustment as described
                herein.

        (c)     Promptly following any exercise of this Warrant, if the Warrant
                has not been fully exercised and has not expired, the Company
                will deliver to the Holder a new Warrant for the balance of the
                Shares covered hereby.

2.3     TERMINATION

        All rights of the Holder in this Warrant, to the extent they have not
        been exercised, shall terminate on the Expiration Date.

2.4     NO RIGHT PRIOR TO EXERCISE

        Prior to its exercise pursuant to Section 2.3 above, this Warrant shall
        not entitle the Holder to any voting or other rights as holder of
        Shares.

2.5     ADJUSTMENTS

        In case of any reclassification, capital reorganization, stock dividend,
        or other change of outstanding shares of Common Stock, or in case of any
        consolidation or merger of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the
        continuing corporation and which does not result in any
        reclassification, capital reorganization, stock dividend, or other
        change of outstanding shares of Common Stock), or in case of any sale or
        conveyance to another corporation of the property of the Company as, or
        substantially as, an entirety (other than a



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        sale/leaseback, mortgage or other financing transaction), the Company
        shall cause effective provision to be made so that the Holder shall have
        the right thereafter, by exercising this Warrant, to purchase the kind
        and number of shares of stock or other securities or property (including
        cash) receivable upon such reclassification, capital reorganization,
        stock dividend, or other change, consolidation, merger, sale or
        conveyance as the Holder would have been entitled to receive had the
        Holder exercised this Warrant in full immediately before such
        reclassification, capital reorganization, stock dividend, or other
        change, consolidation, merger, sale or conveyance. Any such provision
        shall include provision for adjustments that shall be as nearly
        equivalent as may be practicable to the adjustments provided for in this
        Section 2.6. The foregoing provisions shall similarly apply to
        successive reclassifications, capital reorganizations, stock dividends,
        and other changes of outstanding shares of Common Stock and to
        successive consolidations, mergers, sales or conveyances.

2.6     FRACTIONAL SHARES

        No fractional Shares shall be issuable upon exercise or conversion of
        this Warrant and the number of Shares to be issued shall be rounded down
        to the nearest whole Share. If a fractional Share interest arises upon
        any exercise or conversion of the Warrant, the Company shall eliminate
        such fractional Share interest by paying Holder the amount computed by
        multiplying the fractional interest by the closing bid price of a full
        Share on the date of the Notice of Exercise.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY

3.1     REPRESENTATIONS AND WARRANTIES

        The Company hereby represents and warrants to the Holder as follows:

        (a)     All Shares which may be issued upon the exercise of the purchase
                right represented by this Warrant shall, upon issuance, by duly
                authorized, validly issued, fully-paid and nonassessable, and
                free of any liens and encumbrances except for restrictions on
                transfer provided for herein or under applicable federal and
                state securities laws, and not subject to any pre-emptive
                rights.

        (b)     The Company is a corporation duly organized and validly existing
                under the laws of the State of Florida, and has the full power
                and authority to issue this Warrant and to comply with the terms
                hereof. The execution, delivery and performance by the Company
                of its obligations under this Warrant, including, without
                limitation, the issuance of the Shares upon any exercise of the
                Warrant, have been duly authorized by all necessary corporate
                action. This Warrant has been duly executed and delivered by the
                Company and is a valid and binding obligation of the Company,
                enforceable in accordance with its terms, except as enforcement
                may be limited by applicable bankruptcy, insolvency,
                reorganization or similar laws affecting enforceability of
                creditors' rights generally and except as the availability of
                the remedy of specific enforcement, injunctive relief or other

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                equitable relief is subject to the discretion of the court
                before which any proceeding therefor may be brought.

        (c)     The Company is not subject to or bound by any provision of any
                certificate or articles of incorporation or by-laws, mortgage,
                deed of trust, lease, note, bond, indenture, other instrument or
                agreement, license, permit, trust, custodianship, other
                restriction or any applicable provision of any law, statute, any
                court, governmental body, administrative agency or arbitrator
                which could prevent or be violated by or under which there would
                be a default (or right of termination) as a result of the
                execution, delivery and performance by the Company of this
                Warrant.

ARTICLE 4. MISCELLANEOUS

        4.1     TRANSFER

                This Warrant may not be transferred or assigned, in whole or in
                part, at any time without the consent of the Company.

        4.2     LOSS, THEFT, DESTRUCTION OR MUTILATION

                If this Warrant shall become mutilated or defaced or be
                destroyed, lost or stolen, the Company shall execute and deliver
                a new Warrant in exchange for and upon surrender and
                cancellation of such mutilated or defaced Warrant or, in lieu of
                and in substitution for such Warrants so destroyed, lost or
                stolen, upon the Holder filing with the Company evidence
                satisfactory to it that such Warrant has been so mutilated,
                defaced, destroyed, lost or stolen. However, the Company shall
                be entitled, as a condition to the execution and delivery of
                such new Warrant, to demand indemnity satisfactory to it and
                payment of the expenses and charges incurred in connection with
                the delivery of such new Warrant. Any Warrant so surrendered to
                the Company shall be canceled.

        4.3     NOTICES

                All notices and other communications from the Company to the
                Holder or vice versa shall be deemed delivered and effective
                when given personally, by facsimile transmission and confirmed
                in writing, or mailed by first-class registered or certified
                mail, postage prepaid, at such address and/or facsimile number
                as may have been furnished to the Company or the Holder, as the
                case may be, in writing by the Company or the Holder from time
                to time; provided, however, that the Notice of Exercise may not
                be delivered by facsimile transmission.

        4.4     WAIVER

                This Warrant and any term hereof may be changed, waived, or
                terminated only by an instrument in writing signed by the party
                against which enforcement of such change, waiver, discharge or
                termination is sought.


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        4.5     GOVERNING LAW

                This Warrant shall be governed by and construed in accordance
                with the laws of the State of Washington, without giving effect
                to its principles regarding conflicts of law.



Dated:          , 1999                        UPGRADE INTERNATIONAL CORP.
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                                              ---------------------------------
                                              By: Daniel Bland
                                              Its: President


Attest:
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                                   APPENDIX I


                               NOTICE OF EXERCISE


1.      The undersigned hereby elects to purchase ____________ shares of the
        Common Stock of Upgrade International Corporation pursuant to the terms
        of the attached Warrant, and tenders herewith payment of the purchase
        price of such shares in full.

2.      Please issue a certificate or certificates representing said shares in
        the name of the undersigned or in such other name as specified below.




        ------------------------------------
        (Name)

        ------------------------------------

        ------------------------------------
        (Address)


3.      The undersigned represents it is acquiring the shares solely for its own
        account and not as a nominee for any other party and not with a view
        toward the resale or distribution thereof except in compliance with
        applicable securities laws.




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        (Signature)                              (Date)