Exhibit
            10.4

            

            COMMON STOCK
            PURCHASE WARRANT

            

            THE WARRANT EVIDENCED BY THIS
            CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
            UNDER ANY STATE SECURITIES LAWS. THE WARRANT OR SHARES OF COMMON STOCK ISSUABLE UPON
            ITS EXERCISE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS A
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
            LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR UNLESS THE PERSON PROPOSING
            TO MAKE THE DISPOSITION SHALL FURNISH, WITH RESPECT TO SUCH DISPOSITION, AN OPINION OF
            COUNSEL SATISFACTORY TO IPTIMIZE, INC. TO THE EFFECT THAT SUCH SALE, TRANSFER,
            ASSIGNMENT OR OTHER DISPOSITION WILL NOT INVOLVE ANY VIOLATION OF THE REGISTRATION
            PROVISIONS OF THE ACT (OR ANY SUPERSEDING STATUTE) OR ANY APPLICABLE STATE SECURITIES
            LAWS.

            

            IPTIMIZE,
            INC.

            

            COMMON STOCK
            PURCHASE WARRANT

            

            Warrant No.
            IPTZ-

            

            
                    This
            certifies that, for value received, ___________________, residing at
            ________________________________(the “Holder”) or the Holder’s
            permitted assigns, is entitled, subject to the terms and conditions hereinafter set
            forth in this Common Stock Purchase Warrant (the “Warrant”) at any time
            after issuance and delivery hereof, but before 5:00 o’clock p.m., Colorado time
            on the fifth anniversary of the execution of this Warrant, and not thereafter (the
            “Expiration Date”), to purchase ___,000 shares of Common Stock, no par
            value per share (the Warrant Shares”), of IPtimize, Inc., a Minnesota corporation
            located at 2135 South Cherry Street, Suite 200, Denver, Colorado 80222 (the
            “Company”). The purchase price payable upon the exercise of this Warrant
            shall be $0.50 per Warrant Share or such greater or lesser amount equal to the
            conversion rate at which the PIPE is convertible into the Shares in the
            Borrower’s contemplated permanent PIPE financing in excess of $1,500,000 (the
            “Warrant Price”). The Warrant Price shall be paid in lawful funds of the
            United States of America payable in cash or by certified or official bank
            check.

            

            
                    Upon
            delivery of this Warrant duly executed, together with payment of the entire Warrant
            Price for all of the Warrant Shares at the principal office of the Company, or at such
            other address as the Company may designate by notice in writing to the Holder, the
            Holder shall be entitled to receive a certificate or certificates for the Warrant
            Shares. All shares of the Company’s common stock (the “Common Stock”)
            which may be issued upon the exercise of this Warrant will, upon issuance and payment
            therefore in accordance with the terms hereof, shall be fully paid and non-assessable
            and free from any taxes, liens, and charges with respect thereto.

            
            


            
            

            

            
                    This
            Warrant is subject to the following terms and conditions:

            

                
                1.        Full
            Exercise of Warrant. This Warrant may be exercised in its entirety at any time
            after issuance and delivery hereof and prior to the Expiration Date. No partial
            exercise of this Warrant shall be permitted.

            

                
                2.        Charges, Taxes
            and Expenses. The issuance of certificates for shares of the Common Stock upon the
            exercise of this Warrant shall be made with charges to the Holder hereof for any tax or
            other expense in respect to the issuance of such certificates, all of which taxes and
            expenses shall be paid by the Warrant holder, and such certificates shall be issued in
            the name of, or in such name or names as may be directed by, the Holder; provided,
            however, that in the event that certificate for shares of Common Stock are to be issued
            in a name other than the name of the Holder, this Warrant when surrendered for exercise
            shall be duly executed by the Holder hereof in person or by an attorney duly authorized
            in writing.

            

                
                3.        Certain
            Obligations of the Company. The Company agrees that it will take any corporate
            action which may, in the opinion of its counsel, be necessary in order that the Company
            may validly and legally issue fully-paid and non-assessable shares of Common Stock at
            the Warrant Price.

            

                
                4.        Notice to
            Warrant Holder. So long as this Warrant is outstanding: (i) if the Company shall
            pay any dividend or make any distribution upon the Common Stock; or (ii) if the Company
            shall offer to the holders of Common Stock for subscription or purchase by them any
            share of stock of any class or any other rights; or (iii) if any capital reorganization
            of the Company, reclassification of the capital stock of the Company, consolidation or
            merger of the Company with or into any corporation, sale, lease or transfer of all or
            substantially all of the property and assets of the Company to another corporation or
            voluntary or involuntary dissolution, liquidation or winding up of the Company shall be
            effected, then, in any such case, the Company may cause to be mailed by certified mail
            to the Holder hereof, at least 15 days prior to the date specified in (x) or (y) below,
            as the case may be, a notice containing a brief description of the proposed action and
            stating the date on which (x) a record is to be taken for the purpose of such dividend,
            distribution or rights, or (y) such reorganization, reclassification, consolidation,
            merger, sale, lease, transfer, dissolution, liquidation or winding up to take place and
            the date, if any is to be fixed, as of which the holders of Common Stock of record
            shall be entitled to exchange their shares of Common Stock for securities or other
            property deliverable upon such reorganization, reclassification, consolidation, merger,
            sale, lease, transfer, dissolution, liquidation or winding up.

            
            


            
            

            

                
                5.        Adjustment to
            Warrant Price. If at any time during the term of this Warrant the Company shall
            subdivide or forward split the outstanding shares of Common Stock, or shall issue a
            stock dividend on its outstanding Common Stock, the Warrant Price in effect immediately
            prior to such subdivision, forward split or the issuance of such dividend shall be
            proportionately decreased, and in case the Corporation shall at any time combine or
            reverse split the outstanding shares of Common Stock, the Warrant Price in effect
            immediately prior to such combination or reverse split shall be proportionately
            increased, effective at the close of business on the date of such subdivision or
            combination, as the case may be.

            

                
                6.       
            Registration. The Company hereby covenants and agrees to include the Warrant
            Shares in the Registration Statement as that term is defined in Section 1.7 of the
            Agreement to which this Warrant is attached as an exhibit.

            

                
                7.       
            Miscellaneous.

            

                
                      
                      A.       
            The Company covenants that it will at all times reserve and keep available, solely for
            the purpose of issue upon the exercise hereof, a sufficient number of shares of Common
            Stock to permit the exercise holder in full.

            

                
                      
                      B.       
            The terms of this Warrant shall be binding upon and shall inure to the benefit of any
            successors or assigns of the Company and of the heirs, representatives and estate of
            the Holder.

            

                
                      
                      C.       
            The Holder of this Warrant shall not be entitled to vote or receive dividends or be
            deemed to be a shareholder of the Company for any purpose.

            

                
                      
                      D.       
            This Warrant may not be divided into separate Warrants.

            

                
                      
                      E.       
            This Warrant and all rights hereunder are not transferable without the written consent
            of the Company which consent may be withheld in the Company’s sole discretion.
            The Company may deem and treat the Holder of this Warrant at any time as the absolute
            owner hereof for all purposes and shall not be affected by any notice to the
            contrary.

            

                
                      
                      F.       
            Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
            destruction or mutilation of this Warrant, and (in the case of loss, theft or
            destruction) of reasonably satisfactory indemnification, and upon surrender and
            cancellation of this Warrant, if mutilated, the Company will execute and deliver a new
            Warrant of like tenor and date.

            
            


            
            

            

            
                    
            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by the
            undersigned thereunto duly authorized, as of the date indicated below.

            

            	
                    Dated: 	Denver,
                    Colorado

                    May __, 2007 


            

            


            	
                    	
                    
	
                    	
                    IPTIMIZE, INC.

                    

                    By: _____________________________

                        Clinton J. Wilson, President 


            

            

            

            
            


            
            

            

            FORM OF
            SUBSCRIPTION

            (To be signed only upon exercise of the Warrant.)

            

            To: IPtimize,
            Inc.:

            

            
                    The
            undersigned, the holder of this Warrant, hereby irrevocably elects to exercise the
            purchase rights represented by this Warrant for, and to purchase thereunder, pursuant
            to and in accordance with the terms of this Warrant, __________ Shares of Common Stock,
            no par value per share of IPtimize, Inc., and herewith makes payment of the Warrant
            Price per share of Common Stock, or an aggregate of $________, and requests that a
            certificate for such shares of Common Stock be issued in the name of and be delivered
            to ________________, whose address is ____________________________________.


            	
                    	
                    
	Dated:
                    ________________________ 	
                    _____________________________


                    (Signature must conform in all

                     respects to name of holder as

                     specified on the face of the

                     Warrant