Exhibit
4.4

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘ACT’’), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE
WITH THE ACT AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.


Consultant's
Warrant to Purchase Common
Stock
of


GENER8XION ENTERTAINMENT,
INC.


	No. WC-D1	Date of Issuance:    November 15,
2005





Void after November 15, 2008


Gener8Xion
Entertainment, Inc., a Delaware corporation (the
‘‘Company’’), hereby certifies that, for
value received, William B. Barnett, an individual and consultant
(including any successors and assigns,
‘‘Holder’’), is entitled, subject to the
terms set forth below, to purchase from the Company (including any
corporation which shall succeed to or assume the obligations of the
Company hereunder) at any time or from time to time before 5:00 PM
Pacific time, on November 15, 2008, (the ‘‘Expiration
Date’’) fifty thousand (50,000) fully paid and
nonassessable shares of common stock, par value $0.01 per share
(‘‘Common Stock’’), of the Company. The
purchase price per share of such Common Stock upon exercise of this
Warrant shall be thirty-five cents ($0.35), subject to adjustment as
provided in Section 6 hereof (the ‘‘Purchase
Price’’).

1.    Initial Exercise Date;
Expiration.    This Warrant may be exercised by the Holder
immediately in full or in part, at any time or from time to time after
October 3, 2005, and before 5:00 PM, Pacific time, on October 3, 2008
(the ‘‘Exercise
Period’’).

2.    Exercise of Warrant; Partial
Exercise.    This Warrant may be exercised in full or in part by
the Holder by surrender of this Warrant, together with the form of
subscription attached hereto as Schedule 1, duly executed bythe Holder,
to the Company at its principal office, accompanied by payment, in cash
or by certified or official bank check payable to the order of the
Company or by wire transfer, of the Purchase Price for the shares of
Common Stock to be purchased hereunder. For any partial exercise
hereof, the Holder shall designatein a subscription in the form of
Schedule 1 attached hereto delivered to the Company the number of
shares of Common Stock that it wishes to purchase. On any such partial
exercise, the Company, at its expense, shall forthwith issue and
deliver to the Holder a new warrant of like tenor, in the name of the
Holder, which shall be exercisable for such number of shares of Common
Stock represented by this Warrant which have not been purchased upon
such exercise.

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3.    Termination of
Warrant.    In the event that any Stock Warrant is not exercised
in full prior to its expiration, then immediately following the
expiration of such Stock Warrant, this Warrant shall be terminated.

4.    When Exercise Effective.    The exercise of this
Warrant shall be deemed to have been effected immediately prior to the
close of business on the business day on which this Warrant is
surrendered to the Company as provided in Section 2 and, at such time,
the person in whose name any certificate for shares of Common Stock
shall be issuable upon such exercise shall be deemed to be the record
holder of such Common Stock for all purposes.

5.    Delivery on Exercise.    As soon as practicable
after the exercise of this Warrant in full or in part, 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, or
as the Holder may direct, a certificate or certificates for the number
of fully paid and nonassessable full shares of Common Stock to which
the Holder shall be entitled on such exercise (rounded up to the next
nearest whole number in the case of fractional shares).

6.    Adjustment of Purchase Price and Number of
Shares.    The Purchase Price and the number of shares
purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events
described in this Section 6. Upon each adjustment of the Purchase
Price, the Holder of this Warrant shall thereafter be entitled to
purchase, at the Purchase Price resulting from such adjustment, the
number of shares obtained by multiplying the Purchase Price in effect
immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment, and
dividing the product thereof by the Purchase Price resulting from such
adjustment.

6.1    Subdivision or
Combination of Stock.    In case the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number
of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Common Stock of the Company shall be combined
into a smaller number of shares, the Purchase Price in effect
immediately prior to such combination shall be proportionately
increased.

6.2    Dividends in Common
Stock, Other Stock, Property, Reclassification.    If at any
time or from time to time the holders of Common Stock (or any shares of
stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received or become entitled to receive,
without payment therefor,

(A) Common Stock or
any shares of stock or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common Stock, or any
rights or options to subscribe for, purchase or otherwise acquire any
of the foregoing by way of dividend or other distribution,

(B) any cash paid or payable otherwise than as a
cash dividend, or

(C) Common Stock or additional
stock or other securities or property (including cash) by way of
spinoff, split-up, reclassification, combination of shares or similar
corporate rearrangement, (other than (i) shares of Common Stock issued
as a stock split, adjustments in respect of which shall be covered by
the terms of Section 6.1 above or (ii) an event for which adjustment is
otherwise made pursuant to Section 6.3 below), then and in each such
case, the Holder hereof shall, upon the exercise of this Warrant, be
entitled to receive, in addition to the number of shares of Common
Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of stock and other securities and
property (including cash in the cases referred to in clauses (B) and
(C) above) which such Holder would hold on the date of such exercise
had he been the holder of record of such Common Stock as of the date on
which holders of Common Stock received or became entitled to receive
such shares or all other additional stock and other securities and
property.

6.3    Reorganization,
Reclassification, Consolidation, Merger or Sale.    If any
capital reorganization of the capital stock of the Company, or any
consolidation or merger of the 

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Company with another corporation, or the sale
of all or substantially all of its assets to another corporation shall
be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, or other assets or property,
then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provisions shall be
made whereby the holder hereof shall thereafter have the right to
purchase and receive (in lieu of the shares of the Common Stock of the
Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby) such shares of stock,
securities or other assets or property as may be issued or payable with
respect to or in exchange for a number of outstanding shares of such
Common Stock equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby. In any reorganization described above, appropriate
provision shall be made with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the
Purchase Price and of the number of shares purchasable and receivable
upon the exercise of this Warrant) shall thereafter be applicable, as
nearly as may be, in relation to any shares of stock, securities or
assets thereafter deliverable upon the exercise hereof. The Company
will not effect any such consolidation, merger or sale unless, prior to
the consummation thereof, the successor corporation (if other than the
Company) resulting from such consolidation or the corporation
purchasing such assets shall assume by written instrument, executed and
mailed or delivered to the registered Holder hereof at the last address
of such Holder appearing on the books of the Company, the obligation to
deliver to such Holder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such Holder may be
entitled to purchase.

6.4    Notice of
Adjustment.    Upon any adjustment of the Purchase Price or any
increase or decrease in the number of shares purchasable upon the
exercise of this Warrant, the Company shall give written notice thereof
to the registered Holder of this Warrant. The notice shall be signed by
the Company's chief financial officer and shall state the
Purchase Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.

6.5    Other Notices.    If
at any time:

(A)    the Company shall declare
any cash dividend upon its Common Stock;

(B)    the Company shall declare any dividend upon
its Common Stock payable in stock or make any special dividend or other
distribution to the holders of its Common Stock;

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

(D)    there shall be any capital reorganization
or reclassification of the capital stock of the Company; or
consolidation or merger of the Company; or consolidation or merger of
the Company with, or sale of all or substantially all of its assets to,
another corporation; or

(E)    there shall be
a voluntary or involuntary dissolution, liquidation or winding-up of
the Company; then, in any one or more of said cases, the Company shall
give (a) at least thirty (30) days' prior written notice of the
date on which the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or for
determining rights 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, at least thirty (30) days' prior written notice of
the date when the same shall take place. Any notice given in accordance
with the foregoing clause (a) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which
the holders of Common Stock shall be entitled thereto. Any notice given
in accordance with the foregoing clause (b) shall also specify the date
on which the holders of Common Stock shall been entitled to exchange
their Common Stock for securities or to other property deliverable


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upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding-up or
conversion, as the case may be.

6.6    Certain Events.    If any change
in the outstanding Common Stock of the Company or any other event
occurs as to which the other provisions of this Section 6 are not
strictly applicable or if strictly applicable would not fairly protect
the purchase rights of the Holder of the Warrant in accordance with
such provisions, then the Board of Directors of the Company shall make
an adjustment in the number and class of shares available under the
Warrant, the Purchase Price or the application of such provisions, so
as to protect such purchase rights as aforesaid. The adjustment shall
be such as will give the Holder of the Warrant upon exercise for the
same aggregate Purchase Price the total number, class and kind of
shares as he would have owned had the Warrant been exercised prior to
the event and had he continued to hold such shares until after the
event requiring adjustment.

7.    Replacement of
Warrants.    Upon receipt by the Company 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 and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of such
Warrant, the Company at its expense will execute and deliver to the
Holder, in lieu thereof, a new Warrant of like tenor.

8.    No Rights or Liability as a Shareholder.    This
Warrant does not entitle the Holder hereof to any voting rights or
other rights as a shareholder of the Company. No provisions hereof, in
the absence of affirmative action by the Holder to purchase Common
Stock, and no enumeration herein of the rights or privileges of the
Holder, shall give rise to any liability of the Holder as a shareholder
of the Company.

9.    Miscellaneous.

9.1    Transfer of Warrant.    This
Warrant is transferable and assignable, in whole or in part, by Holder
provided that any such assignment or transfer is made in compliance
with applicable federal or state securities laws. All covenants,
agreements and undertakings in this Warrant by or on behalf of any of
the parties shall bind and inure to the benefit of the respective
successors and assigns of the parties whether so expressed or not.

9.2    Notices.    All notices required
or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next
business day, or (c) two (2) business days after deposit with a
nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent
to the Company at the address as set forth on the signature page
hereof, to the Holder at 21550 Oxnard Street, Suite 200, Woodland
Hills, CA 91367, or at such other address as the Company or Holder may
designate by ten (10) days advance written notice to the other party
hereto.

9.3    Attorneys'
Fees.    If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party
shall be entitled to reasonable attorneys' fees, costs and
disbursements in addition to any other relief to which such party may
be entitled.

9.4    Amendments and
Waivers.    This Warrant may be amended or modified only upon
the written consent of both Holder and the Company. This Warrant and
any provision hereof may be waived only by an instrument in writing
signed by the party against which enforcement of the same is
sought.

9.5    Severability.    If
one or more provisions of this Warrant are held to be unenforceable
under applicable law, such provision shall be excluded from this
Warrant and the balance of the Warrant shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with
its terms.

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9.6    Governing
Law.    This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of California,
without giving effect to its conflicts of laws principles.

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





											
	Dated:		November 15, 2005		GENER8XION ENTERTAINMENT, INC.
 a
Delaware
corporation
	 		 		By:   /s/
Matthew Crouch                    


             Matthew Crouch
 Title:
President
	 		 		Address:
	 		 		3400
W. Cahuenga Blvd.
 Hollywood, CA
90068
	 		 		Telephone
No.: (323) 874-9888
	






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SCHEDULE 1
FORM OF
SUBSCRIPTION

(To be signed only on
exercise of Warrant)

		
	To: 	GENER8XION
ENTERTAINMENT, INC.


The undersigned, the holder of the Warrant
attached hereto, hereby irrevocably elects to exercise the purchase
rights represented by such Warrant for, and to purchase thereunder,
                * shares of common stock of GENER8XION
ENTERTAINMENT, INC. and herewith makes payment of
$                    
therefore, and requests that the certificates for such shares be issued
in the name of                                   , and
delivered to                         
                                , whose address is
                                             
                                             
                        
            .

	
					
	



		
(Signature must conform in all respects to name of the Holder as
specified on the face of the
Warrant)





	
					
	


(Print
Name)

By: ______________________________________

Title: ____________________________________

Dated: ________________

	
		
	


*   Insert here the number of shares as to
which the Warrant is being
exercised.

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