Exhibit 4.4



THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW. THIS
WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE
SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR SAID LAWS.

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS OF AN INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF,
BETWEEN THE HOLDER AND THE COMPANY (EACH AS DEFINED BELOW).


		SUNSET BRANDS, INC.

		
		

		Warrant to Purchase Shares of Common Stock

		

	

	
		Warrant No: _______
	
		 Number of Shares:
		4,200,000






          THIS
CERTIFIES THAT, for value received, IBF Fund Liquidating LLC, a Delaware
limited liability company, or its registered assigns (the "Holder"), is entitled
to purchase from Sunset Brands, Inc., a Nevada corporation (the "Company"), at
any time or from time to time during the period specified in Section 2 hereof,
in whole or in part, Four Million Two Hundred Thousand (4,200,000) fully paid
and non-assessable shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), at an exercise price per share of $.70 (the "Initial
Exercise Price"). The term "Warrant Shares," as used herein, refers to the
shares of Common Stock purchasable hereunder. The Warrant Shares and the Initial
Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. This
Warrant is issued pursuant to the Amended and Restated Acquisition Agreement and
Plan of Merger, dated as of November __, 2005, by and among
the Holder, U.S. Mills, Inc., a Delaware corporation, USM Acquisition Sub, Inc.,
a Delaware corporation and the Company (the "Merger Agreement"). Each
capitalized term used herein, and not otherwise defined, shall have the meaning
ascribed thereto in the Merger Agreement. 



          
This Warrant is subject to the following terms, provisions, and conditions: 




1.    Manner of Exercise; Issuance of
Certificates; Payment for Shares. 




                   
(a) General. Subject to the provisions hereof, this Warrant may be
exercised by the Holder hereof, in whole or in part, for all or any part of the
number of shares of Common Stock purchasable hereunder,
by the surrender of this Warrant, together with
a completed exercise agreement in the form attached (the "Exercise Agreement"),
to the Company's transfer agent (the "Transfer Agent") during normal business
hours on any business day at the Transfer Agent=s
principal executive offices (or such other
office or agency of the Transfer Agent as it may designate by notice to the
Holder hereof), together with payment to the Company
of the Exercise Price for the Warrant Shares specified in the Exercise Agreement
in cash, by certified or official bank check or by wire transfer for the account
of the Company, except as otherwise set forth below. The
Warrant Shares so purchased shall be deemed to be issued to the Holder hereof or
such Holder's designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered, the
completed Exercise Agreement shall have been delivered, and payment shall have
been made for such Warrant Shares as set forth above. The Company shall cause
certificates for the Warrant Shares so purchased, representing the aggregate
number of Warrant Shares specified in the Exercise Agreement, to be delivered by
the Transfer Agent to the Holder hereof within a reasonable time, not exceeding
three (3) business days after this Warrant shall have been so exercised,
together with cash in lieu of any fraction of a share, as hereinafter provided.
The certificates so delivered shall be in such denominations as may be requested
by the Holder hereof and shall be registered in the name of such Holder or such
other name as shall be designated by such Holder. If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall cause the Transfer Agent to, at Company's expense, at the time of delivery
of such certificates, deliver to the Holder a new Warrant representing the
number of Warrant Shares with respect to which this Warrant shall not then have
been exercised, which new Warrant shall in all other respects be identical with
this Warrant. 





                    (b) Cashless Exercise. If, at any time
following the expiration of the Restricted Period (as such term is defined in
the Investor Rights Agreement), the Holder desires to exercise all or any
portion of this Warrant and the Warrant Shares are not the subject of an
effective registration statement under the Securities Act, then, in lieu of
payment of the Exercise Price in cash, the Holder may make such payment, by way
of cashless exercise, as follows:





                         (i) by delivery of shares of Common Stock with an aggregate
Market Price (as defined below) on the date of exercise equal to the Exercise
Price, subject, however, to the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or





                         (ii) through the written election of the Holder to have
withheld by the Company from the shares of Common Stock otherwise deliverable
upon exercise, Common Stock having an aggregate Market Price on the date of
exercise equal to the Exercise Price.





                    (c) Failure to Deliver Certificates for Warrant Shares
upon Exercise. If the Company or its Transfer Agent shall fail for any
reason or for no reason to issue to the Holder, within ten (10) days of receipt
of the Exercise Agreement (including payment of the full amount of the Exercise
Price for that portion of this Warrant exercised as specified in such Exercise
Agreement, whether in cash or by way of cashless exercise, if permitted by
Section 1(b)), a certificate for the number of Warrant Shares to which the
Holder is entitled or to credit the Holder's balance account with The Depository
Trust Company for such number of Warrant Shares to which the Holder is entitled
upon the Holder's exercise of this Warrant, the Company shall, in addition to
any other remedies under this Warrant or the Investor Rights Agreement or
otherwise available to such Holder, pay as additional damages in cash to such
Holder on each day the issuance of such certificate for Warrant Shares is not
timely effected an amount equal to 0.025% of the product of (A) the sum of the
number of Warrant Shares not issued to the Holder on a timely basis and to which
the Holder is entitled, and (B) the Market Price of the Common Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Common Stock to the Holder without violating this Section 1.





                    (d) Failure to Deliver Certificates for Warrant Shares
upon Exercise. If within ten (10) days after the Company's receipt of
the Exercise Agreement (including payment of the full amount of the Exercise
Price for that portion of this Warrant exercised as specified in such Exercise
Agreement whether in cash or by way of cashless exercise, if permitted by
Section 1(b)), the Company fails to deliver a new Warrant to the Holder for the
number of Warrant Shares, if any, to which such Holder remains entitled pursuant
to Section 1 hereof, then, in addition to any other available remedies under
this Warrant or the Investor Rights Agreement, or otherwise available to such
Holder, the Company shall pay as additional damages in cash to such Holder on
each day after such tenth (10th) day that such delivery of such new
Warrant is not timely effected in an amount equal to 0.25% of the product of
(A) the number of Warrant Shares represented by the portion of this Warrant
which is not being exercised and (B) the Market Price of the Common Stock for
the trading day immediately preceding the last possible date which the Company
could have issued such Warrant to the Holder without violating this
Section 1(d).




                    (e) Limitation on Exercise. Notwithstanding
anything in this Warrant to the contrary, in no event shall the Holder be
entitled to exercise this Warrant for a number of Warrant Shares (or portions
thereof) in excess of that number of Warrant Shares which, upon giving effect to
such exercise, would cause the aggregate number of shares of Common Stock
beneficially owned by the Holder to exceed 4.99% of the outstanding shares of
Common Stock following such exercise, except within sixty (60) days of the
Expiration Date. For purposes of the foregoing, the aggregate number of shares
of Common Stock beneficially owned by the Holder shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to
which the determination is being made, but shall exclude shares of Common Stock
which would be issuable upon (i)
exercise of the remaining, unexercised Warrants
beneficially owned by the Holder and (ii) exercise or conversion of
the unexercised or unconverted portion of any other securities of the
Company beneficially owned by the Holder (including,
without limitation, any convertible notes or preferred stock) 
subject to a limitation on conversion or exercise
analogous to the limitation contained herein. 
Except as set forth in the 
preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock
the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company's most recent Form 10-QSB
or Form 10-KSB, as the case may be, (2) a more
recent public announcement by the Company or (3) any
other notice by the Company or its Transfer Agent setting forth the number of
shares of Common Stock outstanding. Upon the written request of any holder, the
Company shall promptly, but in no event later than
one business day following
the receipt of such notice, confirm in writing to the
Holder the number of shares of Common Stock
then outstanding. In any
case, the number of
outstanding shares of Common Stock shall be
determined after giving effect
to the exercise of this Warrant 
by the Holder 
since the 
date as of which such number of outstanding shares of Common
Stock was reported.




          
2.  Period of Exercise. Subject to the vesting
schedule set forth in Section 1 hereof, this Warrant is exercisable at any time
or from time to time after the date 
hereof until 5:00 p.m. New York City time,
on October ___, 2010 (such
time and date, the "Expiration
Date").



           3. Certain Agreements of the Company. The
Company hereby covenants and agrees as follows:





                    (a) Shares to be Fully Paid. All Warrant Shares
will, upon issuance in accordance with the terms of this Warrant, be validly
issued, fully paid, and non-assessable and free from all taxes, liens, and
charges with respect to the issue thereof.





                    (b) Reservation of Shares. The Company
covenants and agrees
that it shall reserve and set apart and have at all times, 
free from preemptive rights, the number of 
authorized but unissued shares of Common Stock 
deliverable upon the exercise in full of this Warrant, and it
shall have at all times any other rights or privileges provided for
therein sufficient to enable it at any time to fulfill all of its obligations
hereunder. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to permit the exercise in full of this Warrant,
the Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including, without limitation, taking appropriate board action, recommending
such an increase to the holders of Common Stock, holding stockholders' meetings
and soliciting votes and proxies in favor of such increase to obtain the
requisite stockholder approval, and upon such approval, the Company shall
reserve and keep available such additional shares solely for the purpose of
permitting the exercise of this Warrant.




                    (c) Registration of Shares. The Company shall
arrange for the registration of the Warrant Shares with the Securities and
Exchange Commission in accordance with the Investor Rights Agreement, of even
date herewith, by and between the Holder and the Company.




                    (d) Certain Actions Prohibited. The Company will
not, by amendment of its charter 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 to be observed or performed by it hereunder, but will at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may reasonably be requested by
the Holder of this Warrant in order to protect the exercise privilege of the
Holder of this Warrant against impairment, consistent with the tenor and purpose
of this Warrant. Without limiting the generality of the foregoing, the Company
(i) will not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.





                    (e) Successors and Assigns. This Warrant will
be binding upon the Company and any entity succeeding to the Company by merger,
consolidation, or acquisition of all or substantially all the Company's assets
or otherwise.




4.      Antidilution Provisions.
Until the Expiration
Date, the Exercise Price and the number of Warrant Shares shall be subject to
adjustment from time to time as provided in this Paragraph 4.



          In the event that any adjustment of the Exercise Price as
required herein results in a fraction of a cent, such Exercise Price shall be
rounded up to the nearest cent.


                    (a) Subdivision or Combination of Common Stock. If
the Company at any time shall:


		(i) take a record of the holders of its Common Stock
		for the purpose of entitling them to receive a dividend payable in, or
		other distribution of, shares of Common Stock,

		(ii) subdivide (by any
		stock split, stock dividend, recapitalization, reorganization,
		reclassification or otherwise) its outstanding
		shares of Common Stock
		into a greater number of shares
		of Common Stock,
		or

		(iii) combine (by reverse
		stock split, recapitalization, reorganization, reclassification or
		otherwise) its outstanding
		shares of Common Stock into a smaller number of
		shares of Common Stock,

	


then (x) the number of shares of Common Stock for which this
Warrant is exercisable immediately after the occurrence of any such event shall
be adjusted to equal the number of shares of Common Stock which a record holder
of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event, and (y) the Exercise
Price shall be adjusted to equal (A) the Exercise Price multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares for which this
Warrant is exercisable immediately after such adjustment.




                    (b) Consolidation, Merger or Sale. In case
the Company after the date hereof shall (i) consolidate with
or merge into any other entity and shall not be the continuing or surviving
corporation of such consolidation
or merger, or permit any other
entity to consolidate with or merge into the Company 
and the Company shall be the continuing or surviving
corporation, but,
in connection with such consolidation or merger,
the Common Stock shall be changed into or exchanged for stock or other
securities of any other
entity or cash or any other property, (ii) sell, convey or otherwise transfer
all or substantially all of its properties or
assets to any 
other entities in
one or more related transactions or (iii) effect
a capital reorganization or reclassification
of the Common Stock,
then as a condition of such consolidation, merger or sale or conveyance,
the Company shall make or cause to be made 
adequate provision whereby the
Holder of this Warrant will have the right to acquire and receive upon exercise
of this Warrant in lieu of the shares of Common Stock immediately theretofore
acquirable upon the exercise of this Warrant, the amount 
of securities, cash or other
property to which such Holder would actually have been entitled as a stockholder
upon such consummation if such Holder had
exercised this Warrant immediately prior thereto, subject to
adjustments (subsequent to such
consummation) as nearly equivalent as possible to the
adjustments provided for in this
Paragraph 4. In any such case, the Company
will make appropriate provision to ensure
that the provisions of this Paragraph 4 hereof will thereafter be applicable as
nearly as may be in relation to any shares of stock or securities thereafter
deliverable upon the exercise of this Warrant. The Company will not effect any
consolidation, merger or sale or conveyance unless prior to the consummation
thereof, the successor corporation (if other than the Company) assumes by
written instrument this Warrant, including, without
limitation, the obligations under this Paragraph 4
and the obligations to deliver to the Holder of this Warrant such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to acquire.


                    (c) Distribution of Assets. In case the Company
shall declare or make any distribution of its assets (including cash) to holders
of Common Stock as a partial liquidating dividend, by way of return of capital
or otherwise, then, after the date of record for determining stockholders
entitled to such distribution, but prior to the date of distribution, the Holder
of this Warrant shall be entitled upon exercise of this Warrant for the purchase
of any or all of the shares of Common Stock subject hereto, to receive the
amount of such assets which would have been payable to the Holder had such
Holder been the holder of such shares of Common Stock on the record date for the
determination of stockholders entitled to such distribution.




                    (d) Notice of Adjustment. Upon the occurrence of
any event which requires any adjustment pursuant to this
Paragraph 4, then, and in each such case, the Company
shall give notice thereof to the Holder of this Warrant, which notice shall
state the Exercise Price resulting from such adjustment and the increase or
decrease in the number of Warrant Shares purchasable at such 
Exercise Price upon exercise, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Such calculation shall be certified by the principal
financial officer of the Company.


                    (e) Minimum Adjustment of Exercise Price. No
adjustment of the Exercise Price shall be made in an amount of less than
$0.01, but any such lesser adjustment shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment which, together with any adjustments so carried forward,
shall amount to not less than $0.01.




                    (f) No Fractional Shares. No fractional shares of
Common Stock are to be issued upon the exercise of this Warrant, but the Company
shall pay a cash adjustment in respect of any fractional share which would
otherwise be issuable in an amount equal to the same fraction of the Market
Price of a share of Common Stock on the date of such exercise.



				
				                    (g)
				Other Notices.   In case at any
				time:



			
		
	


                                        (i) the Company shall declare any dividend upon the
Common Stock payable in shares of stock of any class or make any other
distribution (including dividends or distributions payable in cash out of
retained earnings) to the holders of the Common Stock;




                                        (ii) the Company shall offer for
subscription pro rata to the holders of the Common Stock any additional shares
of stock of any class or other rights;




                                        (iii) there shall be any capital
reorganization of the Company, or reclassification of the Common Stock, or
consolidation or merger of the Company with or into, or sale of all or
substantially all its assets to, another corporation or entity; or




                                        (iv) there shall be a voluntary or
involuntary dissolution, liquidation or winding-up of the Company;





                                        then, in each such case, the Company shall give to the Holder
of this Warrant (a) notice of the date on which the books of the Company shall
close or a record shall be taken for determining the holders of Common Stock
entitled to receive any such dividend, distribution, or subscription rights or
for determining the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, notice of the date (or, if not then known, a reasonable
approximation thereof by the Company) when the same shall take place. Such
notice shall also specify the date on which the holders of Common Stock shall be
entitled to receive such dividend, distribution, or subscription rights or to
exchange their Common Stock for stock or other securities or property
deliverable upon such reorganization, re-classification, consolidation, merger,
sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
shall be given at least 30 days prior to the record date or the date on which
the Company's books are closed in respect thereto. In
furtherance of the foregoing, the Holder shall be entitled to the same rights to
receive notice of corporate action as any
holder of 
Common Stock.



                    (h) Certain Events. If any event occurs of the
type contemplated by the adjustment provisions of this Paragraph 4 but not
expressly provided for by such provisions, the Company will give notice of such
event as provided in Paragraph 4(d) hereof, and the Company's Board of Directors
will make an appropriate adjustment in the Exercise Price and the number of
shares of Common Stock acquirable upon exercise of this Warrant so that the
rights of the Holder shall be neither enhanced nor diminished by such event.



				
				                    (i)
				Certain Definitions. 
                    (i) "Market Price," as of any
				date, (i) means the average of the last reported sale prices for
				the shares of Common Stock on the Over-the-Counter Bulletin
				Board (the "OTC Bulletin Board") for the ten (10) trading days
				immediately preceding such date as reported by Bloomberg, or
				(ii) if the OTC Bulletin Board is not the principal trading
				market for the shares of Common Stock, the average of the last
				reported sale prices on the principal trading market for shares
				of Common Stock during the same period as reported by Bloomberg,
				or (iii) if market value cannot be calculated as of such date on
				any of the foregoing bases, the Market Price shall be the fair
				market value as reasonably determined in good faith by (a) the
				Board of Directors of the Company or, at the option of a
				majority-in-interest of the Holders of the outstanding Warrants
				by (b) an independent investment bank of nationally recognized
				standing in the valuation of businesses similar to the business
				of the Company. The manner of determining the Market Price of
				the shares of Common Stock set forth in the foregoing definition
				shall apply with respect to any other security in respect of
				which a determination as to market value must be made hereunder.

				
				
                    (ii) "Common Stock"
				includes the Common Stock, par value $.001 per share, and any
additional class of stock of the Company having no preference as to dividends or
distributions on liquidation, provided that the shares purchasable pursuant to
this Warrant shall include shares of Common Stock, par value $.001 per share, in
respect of which this Warrant is exercisable, or shares resulting from any
subdivision or combination of such Common Stock, or in the case of any
reorganization, reclassification, consolidation, merger, or sale of the
character referred to in Paragraph 4(b) hereof, the stock or other securities or
property provided for in such Paragraph.

				

                   
				(iii)  "Exercise Price"
				means the Initial Exercise Price, as adjusted from time to time
				pursuant to the provisions of this Paragraph 4.


 


5.      Issue Tax. The issuance of certificates for
Warrant Shares upon the exercise of this Warrant shall be made without charge to
the Holder of this Warrant or such shares for any issuance tax or other costs in
respect thereof, provided that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than the Holder of this Warrant.




6.      No Rights or Liabilities as a Stockholder. This
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the Holder hereof to purchase Warrant Shares, and no mere
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of such Holder for the Exercise Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.




7.      Transfer, Exchange, and Replacement of Warrant.





                   
(a)    Restriction on Transfer. This Warrant and the rights
granted to the Holder hereof are transferable, in whole or in part, upon
surrender of this Warrant, together with a properly executed assignment in the
form attached hereto, at the office or agency of the Company referred to in
Paragraph 7(e) below, provided, however, that any transfer or assignment shall
be subject to the conditions set forth in Paragraph 7(f) hereof and to the
applicable provisions of the Investor Rights Agreement. Until due presentment
for registration of transfer on the books of the Company, the Company may treat
the registered Holder hereof as the owner and Holder hereof for all purposes,
and the Company shall not be affected by any notice to the contrary. 

								
                   
(b)    
								Warrant Exchangeable for
								Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the
Holder hereof at the office or agency of the Company referred to in Paragraph
7(e) below, for new Warrants of like tenor representing in the aggregate, the
right to purchase the number of shares of Common Stock or other securities which
may be purchased hereunder, each of such new Warrants to represent the right to
purchase such number of shares as shall be designated by the Holder hereof at
the time of such surrender.



                    (c)      
Replacement of Warrant.
				Upon 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, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.



						
						                    (d)     
						Cancellation; Payment of
						Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or
replacement as provided in this Paragraph 7, this Warrant shall be promptly
canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any,
incurred by the Holder or transferees) and charges payable in connection with
the preparation, execution, and delivery of Warrants pursuant to this Paragraph
7.



						
						                    (e)        
						Register.  The Company
						shall maintain, at its principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder hereof), a register for this Warrant, in
which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.



				
				                    (f)          
				Exercise or Transfer Without
				Registration. If, at the time of the surrender of this Warrant in connection with any exercise,
transfer, or exchange of this Warrant, this Warrant (or, in the case of any
exercise, the Warrant Shares issuable hereunder), shall not be registered under
the Securities Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such exercise, transfer, or
exchange, (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 and counsel
are reasonably acceptable to the Company, to the effect that such exercise,
transfer, or exchange 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 reasonably acceptable to the Company and (iii) that the transferee be
an "accredited investor" as defined in Rule 501(a) promulgated under the
Securities Act; provided that no such opinion, letter or status as an
"accredited investor" shall be required in connection with a transfer pursuant
to Rule 144 under the Securities Act. The first Holder of this Warrant, by
taking and holding the same, represents to the Company that such Holder is
acquiring this Warrant for investment and not with a view to the distribution
hereof. 




8.  Notices. All notices, requests, and other communications
required or permitted to be given or delivered hereunder to the Holder of this
Warrant shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to such Holder at the address shown for such Holder on
the books of the Company, or at such other address as shall have been furnished
to the Company by notice from such Holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 10990 Wilshire Blvd.,
Suite 1220, Los Angeles, CA 90024, Attention: Chief
Executive Officer, or at such other address as shall have been furnished to the
Holder of this Warrant by notice from the Company. Any such notice, request, or
other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered mail or by recognized overnight mail courier as provided above. All
notices, requests, and other communications shall be deemed to have been given
either at the time of the receipt thereof by the person entitled to receive such
notice at the address of such person for purposes of this Paragraph 8, or, if
mailed by registered or certified mail or with a recognized overnight mail
courier upon deposit with the United States Post Office or such overnight mail
courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.




9. Governing Law. THIS WARRANT SHALL BE ENFORCED,
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,
THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES
FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL
SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN
ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A
FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY
OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING
UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.




10.      Miscellaneous.




								
                   
(a)     
								Amendments. This
								Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company
and the Holder hereof.



								
                   
(b)      
								Descriptive Headings.
								The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of
reference only, and shall not affect the meaning or construction of any of the
provisions hereof.




                    (c)      
Remedies. The Company
				acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Warrant will be inadequate and agrees, in
the event of a breach or threatened breach by the Company of the provisions of
this Warrant, that the Holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties
assessable herein, to an injunction or injunctions restraining, preventing or
curing any breach of this Warrant and to enforce specifically the terms and
provisions thereof, without the necessity of showing economic loss and without
any bond or other security being required.

IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed by its duly authorized officer.



	

  

			

		SUNSET BRANDS, INC.

		
	


		
	
 

		
	
 

		
	
   
	
By: 
	 
	 	
		 
	Todd Sanders
	
   

			
 

			Chief Executive Officer




Dated as of November __, 2005




 


FORM OF EXERCISE AGREEMENT




Dated: ________ __, 20___

To:   Sunset Brands, Inc.



        The undersigned, pursuant to the provisions set forth in the
within Warrant, hereby agrees to purchase ________ shares of Common Stock
covered by such Warrant, and makes payment herewith in full therefor at the
Exercise Price provided by such Warrant as follows: 




Check one:



__________ Payment Cash (payment made in cash or by
certified or official bank check in the amount of $_____________;



__________ Cashless Exercise:



___ payment made by surrender of shares of Common
		Stock having a Market Price equal to $______________. 

		

		
		___ election of Holder to have withheld by the
		Company from the shares of Common Stock otherwise deliverable upon
		exercise, Common Stock having a Market Price equal to $______________.
		

		

	

Capitalized terms used and not defined herein have the
meaning set forth in the within Warrant.



Please issue a certificate or certificates for such shares of
Common Stock in the name of and pay any cash for any fractional share to:



 

	
   

			
Name:   

			
 

		
	


		
	
 

		
	
   

			
Signature:   

			
 

		
	
   

			
Address:   

			
 

		
	
 	
 	
 
	
 	
 	
 
	


		
	
   
	Note: The above signature should correspond exactly with
		the name on the face of the within Warrant, if applicable. 

		


and if said number of shares of Common Stock shall not be all
the shares purchasable under the within Warrant, a new Warrant is to be issued
in the name of said undersigned covering the balance of the shares purchasable
thereunder less any fraction of a share paid in cash.





FORM OF ASSIGNMENT




 

FOR VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers all the rights of the undersigned under the within
Warrant, with respect to the number of shares of Common Stock covered thereby
set forth hereinbelow, to:



	


Name of Assignee   

			
 Address   

			
 No of Shares

		


                                                  , and                                                hereby irrevocably constitutes and appoints
___________________________________ as agent and attorney-in-fact to transfer
said Warrant on the books of the within named corporation, with full power of
substitution in the premises.



 

Dated: ______________, 200__



 

	
In the presence of:   

			
 

		
	 	
		 

	
		   
	
		Name:

	 	
		 

	
		   
	
		Signature: 

	 	 
	
												

												
	
		   
	
		Title of Signing Officer or
												Agent (if any):

	 	
		   

	
		   
	
		Address: 

	 	
		   

	 	
		   

	 	 
	


		
	 	
		Note: The above
														signature should
											correspond exactly with
														the name on the face of
														the within Warrant, if
														applicable.