EXHIBIT 4.9

      THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
      AMENDED,  OR ANY STATE  SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK
      ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,
      PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
      STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT AND ANY  APPLICABLE  STATE
      SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DUNCAN
      CAPITAL FINANCIAL GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

        Right to Purchase up to 793,000 Shares of Common Stock of Duncan
                          Capital Financial Group, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 001                                       Issue Date: As of November 1, 2004

      DUNCAN CAPITAL  FINANCIAL GROUP,  INC., a corporation  organized under the
laws of the  State of  Delaware  ("DCFG"),  hereby  certifies  that,  for  value
received,  Richard  E.  Stierwalt,  or  permitted  assigns  (the  "Holder"),  is
entitled,  subject to the terms set forth below, including,  without limitation,
the vesting  provisions hereof, to purchase from the Company (as defined herein)
from and after the Issue  Date of this  Warrant  and at any time or from time to
time before 5:00 p.m., New York time,  through the close of business October 31,
2009  (the  "Expiration  Date"),  up  to  Seven  Hundred  Ninety-Three  Thousand
(793,000)  fully paid and  nonassessable  shares of Common Stock (as hereinafter
defined), $0.001 par value per share, at the applicable Exercise Price per share
(as defined below).  The number and character of such shares of Common Stock and
the  applicable  Exercise  Price per share are subject to adjustment as provided
herein.

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

            (a) The term "Company" shall include DCFG and any corporation  which
      shall succeed, or assume the obligations of, DCFG hereunder.

            (b) The term "Common Stock" includes (i) the Company's Common Stock,
      par value $0.001 per share;  and (ii) any other  securities  into which or
      for which any of the securities  described in the preceding  clause may be
      converted   or   exchanged   pursuant  to  a  plan  of   recapitalization,
      reorganization, merger, sale of assets or otherwise.

            (c) The term  "Other  Securities"  refers to any stock  (other  than
      Common Stock) and other  securities of the Company or any other Person (as
      hereinafter  defined) 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 4 or
      otherwise.


                                      B-1
<PAGE>

            (d) The  "Exercise  Price"  applicable  under this Warrant  shall be
      One-Sixth of One Dollar  ($0.1666...) per share,  subject to adjustment as
      herein provided.

      1. Exercise of Warrant.

      1.1   Number of Shares  Issuable  upon  Exercise.  From and after the date
            hereof through and including the  Expiration  Date, the Holder shall
            be entitled to receive, upon exercise of this Warrant in whole or in
            part,  by delivery of an original or fax copy of an exercise  notice
            in the form attached  hereto as Exhibit A (the  "Exercise  Notice"),
            shares  of  Common  Stock  of the  Company,  subject  to  adjustment
            pursuant to Section 4.

      1.2   Fair Market Value. For purposes hereof, the "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 the American  Stock
      Exchange  or another  national  exchange  or is quoted on the  National or
      SmallCap  Market of The Nasdaq Stock  Market,  Inc.  ("Nasdaq"),  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 the  American
      Stock Exchange or another national exchange or on the Nasdaq but is traded
      over the  counter,  then the mean of the  average of the  closing  bid and
      asked prices reported for the last business day immediately  preceding the
      Determination Date.

            (c) Except as provided in clause (d) below, if the Company's  Common
      Stock is not publicly traded,  then as the Holder and the Company agree or
      in the absence of agreement by  arbitration  in accordance  with the rules
      then in effect of the American  Arbitration  Association,  before a single
      arbitrator  to be chosen by the  Holder  and the  Company  from a panel of
      persons  qualified by  education  and training to pass on the matter to be
      decided.

            (d)  If  the  Determination  Date  is  the  date  of a  liquidation,
      dissolution  or  winding  up,  or any event  deemed  to be a  liquidation,
      dissolution  or winding up pursuant  to the  Company's  charter,  then all
      amounts to be payable per share to holders of the Common Stock pursuant to
      the charter in the event of such  liquidation,  dissolution or winding up,
      plus all other  amounts to be  payable  per share in respect of the Common
      Stock in liquidation under the charter,  assuming for the purposes of this
      clause  (d) that all of the  shares of Common  Stock  then  issuable  upon
      exercise of the Warrant are outstanding at the Determination Date.

      1.3   Company  Acknowledgment.  The  Company  will,  at  the  time  of the
            exercise  of the  Warrant,  upon the  request of the  holder  hereof
            acknowledge in writing its  continuing  obligation to afford to such
            holder any rights to which such holder shall continue to be entitled
            after  such  exercise  in  accordance  with the  provisions  of this
            Warrant.  If the holder  shall fail to make any such  request,  such
            failure shall not affect the continuing obligation of the Company to
            afford to such holder any such rights.

      1.4   Trustee  for  Warrant  Holders.  In the  event  that a bank or trust
            company shall have been  appointed as trustee for the holders of the
            Warrant pursuant to Subsection 3.2, such bank or trust company shall
            have all the powers and duties of a warrant

<PAGE>

            agent (as hereinafter  described) and shall accept,  in its own name
            for the  account of the Company or such  successor  Person as may be
            entitled  thereto,  all amounts  otherwise payable to the Company or
            such  successor,  as the case may be, on  exercise  of this  Warrant
            pursuant to this Section 1.

      1.5   Vesting.  The  Warrant  shall  vest in  twelve  (12)  equal  monthly
            installments  commencing  December  1,  2004 or, if  sooner,  upon a
            Change of  Control  (as  defined  below) of the  Company on or after
            December 23, 2004.  Upon the  termination of Executive's  employment
            with the Company and its affiliates, (a) any unvested portion of the
            Warrant shall automatically become null and void and shall terminate
            and (b) any vested and  unexercised  portion of the Warrant shall be
            exercisable for a period ninety (90) days following the date of such
            termination of employment.

            For purposes of this Section 1.5, "Change of Control" shall mean (i)
            an acquisition  of voting  securities of the Company by any "person"
            (as the term  "person"  is used for  purposes  of  Section  13(d) or
            Section  14(d) of the  Securities  Exchange Act of 1934,  as amended
            (the "1934 Act") (a  "Person")  immediately  after which such Person
            has  "beneficial  ownership"  (within  the  meaning  of  Rule  13d-3
            promulgated  under  the  1934  Act) of 50% or  more of the  combined
            voting power of the Company's then-outstanding voting securities; or
            (ii) a merger or consolidation  that results in more than 50% of the
            combined  voting  power  of the  Company's  then-outstanding  voting
            securities  changing  ownership;   or  (iii)  the  sale  of  all  or
            substantially all of the Company's assets.

      2. Procedure for Exercise.

      2.1   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 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 in accordance herewith. As soon as practicable after
            the  exercise of this  Warrant in full or in part,  and in any event
            within  three (3)  business  days  thereafter,  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 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, plus, in lieu of any fractional share to which such holder
            would otherwise be entitled,  cash equal to such fraction multiplied
            by the then Fair Market Value of one full share,  together  with any
            other stock or other securities and property  (including cash, where
            applicable)  to which such  Holder is  entitled  upon such  exercise
            pursuant to Section 1 or otherwise.

      2.2   Exercise.  Payment may be made either (i) in cash or by certified or
            official bank check payable to the order of the Company equal to the
            applicable  aggregate  Exercise  Price,  (ii)  by  delivery  of  the
            Warrant,  or shares of Common Stock and/or  Common Stock  receivable
            upon  exercise  of the  Warrant in  accordance  with the formula set
            forth below in this Section 2.2, or (iii) by a combination of any of
            the  foregoing  methods,  for the  number of shares of Common  Stock
            specified in such Exercise  Notice (as such exercise number shall be
            adjusted to reflect any

<PAGE>

            adjustment in the total number of shares of Common Stock issuable to
            the  Holder  per the terms of this  Warrant)  and the  Holder  shall
            thereupon  be  entitled  to receive  the number of duly  authorized,
            validly issued, fully-paid and non-assessable shares of Common Stock
            (or Other Securities) determined as provided herein. Notwithstanding
            any provisions  herein to the contrary,  if the Fair Market Value of
            one share of Common Stock is greater than the Exercise Price (at the
            date of calculation as set forth below),  in lieu of exercising this
            Warrant for cash,  the Holder may elect to receive  shares  equal to
            the value (as  determined  below) of this  Warrant  (or the  portion
            thereof  being  exercised)  by  surrender  of  this  Warrant  at the
            principal office of the Company together with the properly  endorsed
            Exercise Notice in which event the Company shall issue to the Holder
            a number  of shares of Common  Stock  computed  using the  following
            formula:

      X=Y     (A-B)
            ---------
                A

      Where X =   the number of shares of Common Stock to be issued to the
                  Holder

      Y =         the number of  shares of Common Stock  purchasable  under  the
                  Warrant  or,  if  only a  portion  of  the  Warrant  is  being
                  exercised,  the portion of the Warrant being exercised (at the
                  date of such calculation)

      A =         the Fair  Market  Value of one share of the  Company's  Common
                  Stock (at the date of such calculation)

      B =         Exercise Price (as adjusted to the date of such calculation)

      3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

      3.1   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
            or sell all or substantially  all of its properties or assets to any
            other  Person  under  any  plan  or  arrangement  contemplating  the
            dissolution of the Company (other than as set forth below in Section
            3.2), 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 transfer or sale, 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  consummation  of such
            transaction 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 4. In addition,  the  successor  or  acquiring  entity shall
            expressly assume the due and punctual  performance of each covenant,
            agreement,  obligation and condition of this Warrant to be performed
            and  observed  by the Company and all  obligations  and  liabilities
            hereunder, including, but not limited to the provisions of Section 4
            hereunder.   Any  such   provision   shall  include   provision  for
            adjustments  equivalent in all respects to the adjustments contained
            in  Section 4 of this  Warrant.  The  foregoing  provisions  of this
            Section 3.1 similarly apply to successive

<PAGE>

            reorganizations,  consolidations, mergers and/or transfer or sale of
            properties or assets.  Notice of any such event contemplated in this
            Section 3.1 shall be mailed by certified  mail to the Holder no less
            than  fifteen  (15)  days  prior  to  such  event.  A sale of all or
            substantially  all  of  the  Company's  assets  for a  consideration
            consisting  primarily of securities  shall be deemed a consolidation
            or merger for the foregoing purposes.

      3.2   Dissolution.  In  the  event  of  any  dissolution  of  the  Company
            following the transfer of all or substantially all of its properties
            or assets, the Company,  concurrently with any distributions made to
            holders of its Common Stock,  shall at its expense  deliver or cause
            to be  delivered  to the Holder the stock and other  securities  and
            property (including cash, where applicable) receivable by the Holder
            of the Warrant  pursuant to Section  3.1, or, if the Holder shall so
            instruct the Company,  to a bank or trust  company  specified by the
            Holder  and  having its  principal  office in New York,  New York as
            trustee for the Holder of the Warrant (the "Trustee").

      3.3   Continuation  of  Terms.  Upon  any  reorganization,  consolidation,
            merger or transfer  (and any  dissolution  following  any  transfer)
            referred to in this Section 3, this Warrant  shall  continue in full
            force and effect and the terms  hereof  shall be  applicable  to the
            shares of stock and other securities and property  receivable on the
            exercise   of  this   Warrant   after  the   consummation   of  such
            reorganization,  consolidation  or merger or the  effective  date of
            dissolution  following  any such  transfer,  as the case may be, and
            shall  be  binding  upon  the  issuer  of any  such  stock  or 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.  In the  event  this  Warrant  does not
            continue  in full force and  effect  after the  consummation  of the
            transactions  described  in  this  Section  3,  then  the  Company's
            securities  and  property   (including   cash,   where   applicable)
            receivable by the Holders of the Warrant will be delivered to Holder
            or the Trustee as contemplated by Section 3.2.

      4.  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 Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  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 Exercise Price then in effect.  The
Exercise 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 4.
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 increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

<PAGE>

      5.  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  Warrant,  the Company at its expense  will  promptly  cause its
certified  public  accountants  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  consideration  received or  receivable  by the
Company for any additional shares of Common Stock (or Other  Securities)  issued
or sold or  deemed  to have been  issued  or sold,  (b) the  number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding,  and
(c) the  Exercise  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 and any Warrant  agent of the Company  (appointed  pursuant to Section 9
hereof).

      6.  Reservation  of Stock,  Etc.,  Issuable on  Exercise  of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities)  from time to time  issuable on the exercise of the Warrant.  If the
Company  hereafter lists its Common Stock on any national  securities  exchange,
the Nasdaq  National Market or the Nasdaq  SmallCap  Market,  it shall similarly
list the Common Stock issuable upon exercise of this Warrant.

      7. 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")  in whole or in
part.  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 evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the  registration  requirements  of applicable  securities  laws,  and 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  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.

      8. 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 will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      9. Warrant Agent. The Company may, by written notice to the each Holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

<PAGE>

      10. 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.

      11. Notices, Etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

      12.  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 governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York; provided,  however, that the Holder may choose
to waive this  provision and bring an action  outside the state of New York. The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
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  hereof.  The Company  acknowledges  that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]

<PAGE>

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

                                      DUNCAN CAPITAL FINANCIAL GROUP, INC.


                                      By:
                                            ------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                            ------------------------------------

                      [SIGNATURE PAGE - STIERWALT WARRANT]