Exhibit
            10.14

            

            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 IPTIMIZE, INC. THAT SUCH REGISTRATION IS NOT
            REQUIRED.


            	
                    	
                    
	
                    No.

                    Issue Date: 	Right to
                    Purchase ____________ shares of Common Stock of IPtimize, Inc.

                    (subject to adjustment as provided herein) 


            

            

            COMMON STOCK
            PURCHASE WARRANT

            

            
                    IPtimize,
            Inc., a corporation organized under the laws of the State of Minnesota (the
            “Company”), hereby certifies that, for value received, __
            _______  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., E.S.T. on the _ _______ anniversary of the Issue
            Date (the “Expiration Date”), up to  _________ fully
            paid and nonassessable shares of Common Stock at a per share purchase price of $
            ____. 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.

            

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

            

                
                 (a)         The
            term “Common Stock” shall mean the Company’s Common Stock, par value
            of $0.001 per share.

            

                
                 (b)        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.

            

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

            

            	
                      	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 five (5) business 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

            
            


            
            

            

                
                      
                      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)        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

            

                
                      
                      1.5.        
            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 seven (7) business days thereafter, the
            Company 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.

            

            	
                      	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 3.

            

                
                      
                      2.2.        
            Continuation of Terms.   Upon any reorganization, consolidation, merger
            or transfer referred to in this Section 2, 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, 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.

            

            2

            
            


            
            

            

                
                      3.
                      
                        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 3. 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 3) 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.

            

                
                      4.
                                  
            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 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 number of shares of Common
            Stock (or Other Securities) outstanding or deemed to be outstanding, and (b) the
            Purchase Price and the number of shares of Common Stock to be 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.

            

                
                      5.
                                  
            Reservation of Stock.   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.

            

                
                      6.
                                  
            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.

            

                
                      7.
                                  
            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 or security reasonably satisfactory in form and amount 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.

            

            3

            
            


            
            

            

                
                      8.
                        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.

            

                
                      9.
                        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: IPtimize, Inc.,  4949 S. Syracuse Street, Suite 450, Denver,
            Colorado 80237. Attn: Christopher M. Reim, telecopier number: (303) 268-3639, with a
            copy by telecopier only to: Berkman, Henoch, Peterson & Peddy, P.C., Attn: Jeffrey
            M. Stein, Esq., telecopier number: (516) 222-6209, and (ii) if to the Holder, to the
            address and telecopier number listed on the first paragraph of this Warrant.

            

                
                      10.  
                       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 Colorado. Any dispute relating
            to this Warrant shall be adjudicated in the City and County of Denver in the State of
            Colorado. 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.

            

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


            	
                    	
                    
	
                    	IPtimize,
                    Inc.

                    

                    

                    By: ___________________________

                          Clint J. Wilson

                          President and Chief Executive
                    Officer 


            

            

            

            4

            
            


            
            

            

            Exhibit
            A

            

            FORM OF
            SUBSCRIPTION

            (to be signed only on exercise of Warrant)

            

            TO: IPtimize,
            Inc.

            

            The undersigned, pursuant to the
            provisions set forth in the attached Warrant (No._____________), hereby irrevocably
            elects to purchase __________________ shares of Common Stock, par value $.001
            per share (the “Common Stock”) of IPtimize, Inc., pursuant to the terms of
            the attached Warrant.

            

            The undersigned herewith makes
            payment (in lawful money of the United States) of the full purchase price for such
            shares at the price per share provided for in such Warrant, which is
            $______________________.

            

            The undersigned requests that
            the certificates for such shares be issued in the name of, and delivered to:
            __________________________________________________________________________, whose
            address is
            _______________________________________________________________________.

            

            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) 


            

            

            

            

            5

            
            


            
            

            

            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 IPtimize, 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
            IPtimize, 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)

                                                


                                                 


                     ACCEPTED AND AGREED:

                    [TRANSFEREE]

                                                


                      

                     ____________________________

                    (Name) 	
                    __________________________________________________


                    __________________________________________________

                    (address)

                     

                     __________________________________________________

                    __________________________________________________

                    (address)