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                                                                     Exhibit 4.4


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION ("BLUE SKY LAWS"), AND CANNOT BE RESOLD UNLESS THEY ARE REGISTERED
UNDER THE ACT AND ANY APPLICABLE BLUE SKY LAWS, UNLESS AN EXEMPTION IS
AVAILABLE. THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF.

                      INTEGRATED INFORMATION SYSTEMS, INC.

               WARRANT TO PURCHASE 300,000 SHARES OF COMMON STOCK

                                                         Dated: October 14, 2002

         This certifies that, for value received, AnchorBank, fsb ("Anchor"), or
its registered assigns, are entitled to purchase from Integrated Information
Systems, Inc., a Delaware corporation (the "Company"), having its principal
office at 1480 South Hohokam Drive, Tempe, Arizona 85281, Three Hundred Thousand
(300,000) fully paid and non-assessable shares of the $0.001 par value common
stock of the Company (the "Common Stock"), subject to the terms set forth
herein. This Warrant shall be exercisable, as provided in Section 2, at an
exercise price of $1.00 per share, subject to adjustment as provided elsewhere
herein (the "Warrant Price"). The holder(s) of this Warrant, whether the initial
holder of this Warrant and/or a registered assign, shall be referred to herein
as the "Warrantholder."

         1.   CONSIDERATION. Pursuant to a promissory note dated January 25,
2002 (as modified on the date hereof, the "Subordinated Note"), the Company
borrowed $4,750,000 from Anchor. Also on the date hereof, Anchor has extended
credit and made other financial accommodations to the Company as evidenced by a
"Business Manager(R) Agreement," pursuant to which the Company has sold and may
sell additional accounts receivable to Anchor (the Subordinated Note and the
Business Manager Agreement are referred to herein as the "Anchor Financing
Documents").

         2.   EXERCISE. The purchase rights represented by this Warrant may be
exercised by the Warrantholder or its duly authorized attorney or
representative, in whole or in part (but not as to less than 1,000 shares at any
one time and not as to any fractional share of Common Stock), at any time and
from time to time during the period commencing on the date of this Warrant (the
"Commencement Date") and expiring at 5:00 p.m., Central Time, thirty days after
the final obligation of the Company to Anchor under the Anchor Financing
Documents has been satisfied (the "Expiration Date"), upon presentation of this
Warrant at the principal office of the Company, with the purchase form attached
hereto duly completed and signed, and upon payment to the Company in cash or by
certified check or bank draft of an amount equal to the number of shares being
so purchased multiplied by the Warrant Price; provided, however, that the
Company shall provide Anchor and its counsel written notice at least 30 days
prior to the Expiration Date of Anchor's rights to exercise said warrant, said
notice being a condition precedent to the termination of said rights. The
Company agrees that the Warrantholder will be deemed the record owner of such
shares as of the close of business on the date on which the Warrant shall


<PAGE>



have been presented and payment shall have been made for such shares as
aforesaid. Certificates for the shares of Common Stock so purchased shall be
delivered to the Warrantholder within a reasonable time, not exceeding 20 days,
after the exercise in full of the rights represented by this Warrant.

         3.   EXERCISE IN PART. If the Warrant is exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, deliver a new
Warrant evidencing the rights of the Warrantholder to purchase the balance of
the shares of Common Stock which the Warrantholder is entitled to purchase
hereunder.

         4.   EXCHANGE. Subject to the provisions of Section 8, this Warrant is
exchangeable at the option of the Warrantholder at the principal office of the
Company for other Warrants of different denominations entitling the
Warrantholder to purchase the same aggregate number of shares of Common Stock as
are purchasable hereunder. In either case, any alterations shall be made upon
presentation, at the principal office of the Company, of the Warrant(s),
together with a written notice signed by the Warrantholder specifying the names
and denominations in which any new Warrants are to be issued and the payment of
any transfer tax due in connection therewith.

         5.   ADJUSTMENT.

                  a.   NUMBER OF SHARES. In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue by reclassification of its shares of Common Stock other
securities of the Company, the number of shares of Common Stock purchasable upon
exercise of this Warrant immediately prior thereto shall be adjusted so that the
Warrantholder shall be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company which the Warrantholder would
have owned or have been entitled to receive at the happening of any of the
events described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto.

                  b.   WARRANT PRICE. Whenever the number of shares of Common
Stock purchasable upon the exercise of this Warrant is adjusted, as herein
provided, the Warrant Price shall be adjusted by multiplying such Warrant Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of shares of Common Stock so purchasable immediately thereafter.

                  c.   EFFECTIVE DATE OF ADJUSTMENT. An adjustment made pursuant
to this Section 5 shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.

                  d.   TREASURY STOCK. For the purpose of any computation under
this Section 5, the number of shares of Common Stock deemed outstanding at any
given time does not include shares owned or held by or for the account of the
Company.


                                       2

<PAGE>


                  e.   CONTINUING ADJUSTMENTS. In the event that at any time, as
a result of an adjustment made pursuant to Section 5.a above, the Warrantholder
shall become entitled to purchase any shares of the Company other than shares of
Common Stock, thereafter the number of such other shares so purchasable upon
exercise of this Warrant and the Warrant Price with respect to such shares shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
purchasable upon exercise of this Warrant, and the balance of the provisions of
this Warrant shall apply on like terms to any such other shares.

                  f.   FRACTIONAL SHARES. In the event of any adjustment, no
fractional shares of Common Stock shall be issued in connection with the
exercise of any Warrants, but the Company shall, in lieu of such fractional
shares, make such cash payment therefor on the basis of the current market price
on the day immediately prior to exercise.

                  g.   MERGER, SALE. In case of any change in the Common Stock
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the Company or in
the case of a sale or other transfer of its property, assets, and business
substantially as an entirety to another person or entity, appropriate adjustment
shall be made so that the Warrantholder shall have the right thereafter to
receive upon the exercise of this Warrant the amount of shares of Common Stock
or other securities which such holder would have been entitled to receive if
immediately prior to such event, such holder had held the number of shares of
Common Stock which were then purchasable upon the exercise of this Warrant.
Appropriate adjustment shall be made in the application of the provisions of
this Warrant (including the provisions relating to adjustment of the Warrant
Price) so that the provisions set forth herein shall thereafter be applicable,
as nearly as reasonable, to any shares of stock or other securities thereafter
deliverable upon the exercise of this Warrant.

         6.   COVENANTS OF THE COMPANY. The Company covenants and agrees that:

                  a.   RESERVE OF COMMON STOCK. During the period within which
the rights represented by the Warrant may be exercised, the Company will at all
times reserve and keep available, free from preemptive rights out of the
aggregate of its authorized but unissued Common Stock, for the purpose of
enabling it to satisfy any obligation to issue shares of Common Stock upon the
exercise of this Warrant, the number of shares of Common Stock deliverable upon
the exercise of this Warrant. If at any time the number of shares of authorized
Common Stock shall not be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action as may be necessary to increase its
authorized but unissued Common Stock to such number of shares as shall be
sufficient for such purpose. The Company shall have analogous obligations with
respect to any other securities or properties issuable upon exercise of this
Warrant;

                  b.   VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE SHARES. All
Common Stock that may be issued upon exercise of the rights represented by this
Warrant will, upon issuance, be validly issued, fully paid, nonassessable, and
free from all taxes, liens, and charges with respect to the issue thereof;

                  c.   TAXES. All original issue taxes payable with respect to
the issuance of shares upon the exercise of the rights represented by this
Warrant will be borne by the Company


                                       3

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but in no event will the Company be responsible or liable for income taxes or
transfer taxes upon the transfer of any Warrant; and

                  d.   NOTICES. The Company will give notice to the
Warrantholder of (i) any tender offer that is being made for shares of the
Company's Common Stock or (ii) any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, the sale, lease or transfer of all
or substantially all of the property or assets of the Company to another
corporation or the voluntary or involuntary dissolution, liquidation or winding
up of the Company (all such events in (i) and (ii) above are referred to as
"Events"). The notice shall be delivered no later than five business days after
the day the Company becomes aware of the Event and shall describe the Event, the
date it is to take place and when the holders of Common Stock will be entitled
to exchange their shares for securities or other properties deliverable upon
such Event.

         7.   NO VOTING RIGHTS. Until exercised, this Warrant shall not entitle
the Warrantholder to any voting rights or other rights as a stockholder of the
Company.

         8.   TRANSFER.

                  a.   ISSUANCE OF WARRANT. If this Warrant is transferred, in
whole or in part, upon surrender of this Warrant to the Company, the Company
shall deliver to each transferee a Warrant evidencing the rights of such
transferee to purchase the number of shares of Common Stock that such transferee
is entitled to purchase pursuant to such transfer.

                  b.   RESTRICTION. This Warrant and the Common Stock issuable
upon the exercise hereof may not be sold, transferred, pledged or hypothecated
unless the Company shall have been supplied with evidence reasonably
satisfactory to it that such transfer is not in violation of the Securities Act
of 1933, as amended (the "Act") and any applicable state laws. Subject to the
satisfaction of the aforesaid condition, this Warrant shall be transferable by
the Warrantholder.

                  c.   LEGEND. The Company may place a legend on this Warrant or
any replacement Warrant and on each certificate representing securities issuable
upon exercise of this Warrant as to which the Company has not been supplied
evidence that a subsequent transfer of such security would not be in violation
of the Act and any applicable state laws.

         9.   SUBSEQUENT ISSUANCE OF WARRANT(S). If this Warrant (including,
without limitation, upon transfer, exchange, division or partial exercise of
this Warrant) is lost, stolen, mutilated or destroyed, the Company shall, on
such terms as the Company may reasonably impose, including a requirement that
the Warrantholder obtain a bond, issue a new Warrant of like denomination,
tenor, and date. Any such new Warrant shall constitute an original contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone. Any Warrant
issued pursuant to the provisions of this Section 9, or upon transfer, exchange,
division or partial exercise of this Warrant, shall be substantially in the form
hereof and shall be duly executed on behalf of the Company by an executive
officer.

         10.   CANCELLATION. Upon surrender of this Warrant for transfer or
exchange or upon the exercise hereof, this Warrant shall be canceled by the
Company, shall not be reissued by the


                                       4


<PAGE>


Company, and, except as provided in Sections 2 and 3 in case of partial
exercise, in Section 4 in case of an exchange or in Section 8.a in case of a
transfer, no Warrant shall be issued in lieu hereof. Any new Warrant certificate
shall be issued promptly but no later than seven days after receipt of the old
warrant certificate; provided, however, that the obligation of the Company to
transfer the Warrant or issue the shares of Common Stock upon the exercise of
this Warrant shall be subject at all times to compliance with Sections 8.b and
8.c.

         11.  SUCCESSORS AND ASSIGNS. This Warrant shall inure to the benefit of
and be binding upon the Warrantholder, the Company, and their respective
successors and assigns.

         12.  NOTICES. All notices required hereunder shall be in writing and
shall be deemed received when delivered personally, one business day after
delivery to a nationally recognized commercial overnight courier service, or
three business days after mailing when mailed by certified or registered mail to
the Company at the address set forth on the first page of this Warrant or the
Warrantholder at 25 West Main Street, Madison, Wisconsin 53703, or at such other
address of which the Company or Warrantholder has been advised by notice
hereunder.

         13.  GOVERNING LAW. The validity, interpretation, and performance of
this Warrant and of the terms and provisions hereof shall be governed by and
construed in accordance with the internal laws of the State of Delaware without
giving effect to the principles of conflicts of laws.

         14.  MODIFICATION. This Warrant may not be modified, amended, altered
or supplemented without the approval of a majority in interest of the holders of
the Warrants and except upon the execution and delivery of a written agreement
executed by the Company and the Warrantholder.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed effective as of October 14, 2002.

                                 INTEGRATED INFORMATION SYSTEMS, INC.,
                                 A DELAWARE CORPORATION



                                 By: /s/ James G. Garvey, Jr.
                                 Name: James G. Garvey, Jr.
                                 Its: Chief Executive Officer



                                       5

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                               FORM OF ASSIGNMENT




         FOR VALUE RECEIVED, ______________________ hereby sells, assigns and
transfers to ____________________________ the within Warrant, together with all
rights, title, and interest therein, and does hereby irrevocably constitute and
appoint _______________________ as the undersigned's attorney to transfer such
Warrant on the register of the within-named Company, with full power of
substitution.



                                 ---------------------------------------
                                 [NAME OF HOLDER]


                                 By:
                                     -----------------------------------


                                 Name:
                                       ---------------------------------


                                 Its:
                                      ----------------------------------


                                 Dated:
                                        --------------------------------


SIGNATURE GUARANTEED:












<PAGE>



                                  PURCHASE FORM
                     TO BE EXECUTED UPON EXERCISE OF WARRANT

         The undersigned hereby exercises the right to purchase ________ shares
of Common Stock, evidenced by the within Warrant, according to the terms and
conditions thereof, and herewith makes payment (in cash or by certified check or
bank draft) of the purchase price in full. The undersigned requests that
certificate(s) for such shares shall be issued in the name set forth below.


                                 --------------------------------------
                                 [NAME OF HOLDER]


                                 By:
                                     -----------------------------------


                                 Name:
                                       ---------------------------------


                                 Its:
                                      ----------------------------------


                                 Dated:
                                        --------------------------------


                                 Address:
                                          ------------------------------


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


                                 Employer Identification No., Social
                                 Security No. or other identifying
                                 number:

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

         If the number of shares specified above shall not be all the shares
purchasable under the within warrant, the Warrantholder hereby requests that a
new Warrant for the unexercised portion shall be registered in the name set
forth below and delivered to the address set forth below.


                                 Name:
                                       ---------------------------------

                                 Address:
                                          ------------------------------

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

                                 Employer Identification No., Social
                                 Security No. or other identifying
                                 number:
                                         -------------------------------