EXHIBITS

Exhibit 10.10

                            WARRANT TO PURCHASE STOCK


Corporation:   CORPFIN.COM, INC.
Number of Shares:  22,300 shares
Class of Stock:  common stock
Exercise Price:  $1.50 per share
Issue Date:  February 6, 2003
Expiration Date:  February 6, 2008

         THIS WARRANT CERTIFIES THAT, for value received, I-Bankers Securities,
Inc., the registered holder hereof or its assigns ("Holder"), is entitled to
purchase the number of fully paid and nonassessable shares of common stock (the
"Shares") of Corpfin.com, Inc. (the "Company") at the price per Share (the
"Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of
this Warrant, subject to the provisions and upon the terms and conditions set
forth in this Warrant.

ARTICLE 1.        EXERCISE.
                  --------

1.1               Vesting.  The Holder shall be entitled to exercise this
                  Warrant, in whole or in part, on any business  day on or after
                  February 6, 2004 and before 5:00 P.M. Eastern Standard Time on
                  the Expiration Date.

1.2               Method of Exercise. Holder may exercise this Warrant, in whole
                  or in part, by delivering a duly executed notice of exercise
                  in substantially the form attached as Appendix 1 (the "Notice
                  of Exercise") to the principal office of the Company. Unless
                  Holder is exercising the conversion right set forth in Section
                  1.3, Holder shall also deliver to the Company a check for the
                  aggregate Warrant Price for the Shares being purchased
                  (determined by multiplying the number of Shares to be issued
                  upon exercise of the Warrant by the Warrant Price per Share).

1.3               Conversion Right. In lieu of exercising this Warrant as
                  specified in Section 1.2, Holder may from time to time convert
                  this Warrant, in whole or in part, into a number of Shares
                  determined by dividing (a) the aggregate fair market value of
                  the Shares or other securities otherwise issuable upon
                  exercise of this Warrant minus the aggregate Warrant Price of
                  such Shares by (b) the fair market value of one Share. The
                  fair market value of the Shares shall be determined pursuant
                  Section 1.5.

1.4               No Rights of Shareholder. This Warrant does not entitle
                  Holder to any voting rights as a  shareholder  of the Company
                  prior to the exercise hereof.

1.5               Fair Market  Value.  If the Shares are traded in a public
                  market,  the fair market  value of the Shares  shall be the
                  average closing price of the Shares (or the closing price of
                  the Company's stock into which the Shares are convertible)
                  reported for the ten (10) business days immediately before
                  Holder delivers its Notice of Exercise to the Company. If the
                  Shares are not traded in a public market, the Board of
                  Directors of the Company shall determine fair market value in
                  its reasonable good faith judgment. The foregoing
                  notwithstanding, if Holder advises the Board of Directors in
                  writing that Holder disagrees with such determination, then
                  the Company and Holder shall promptly agree upon a reputable
                  investment banking or public accounting firm to undertake such
                  valuation. If the valuation of such investment banking firm or
                  pubic accounting firm is at least twenty percent (20%) greater
                  than that determined by the Board of Directors, then all fees

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                  and expenses of such investment banking firm or pubic
                  accounting firm shall be paid by the Company. In all other
                  circumstances, such fees and expenses shall be paid by Holder.

1.6               Delivery of Certificate and New Warrant. Promptly after Holder
                  exercises or converts  this  Warrant,  the Company  shall
                  deliver to Holder certificates for the Shares.

1.7               Replacement of Warrants. On receipt of evidence reasonably
                  satisfactory to the Company of the loss, theft, destruction or
                  mutilation of this Warrant and, in the case of loss, theft or
                  destruction, on delivery of an indemnity agreement reasonably
                  satisfactory in form and amount to the Company or, in the case
                  of mutilation, or surrender and cancellation of this Warrant,
                  the Company at its expense shall execute and deliver, in lieu
                  of this Warrant, a new warrant of like tenor.

1.8               Sale, Merger, or Consolidation of the Company.

                       (a) Assumption of Warrant. Upon the closing of any
                           Acquisition the successor entity shall assume the
                           obligations of this Warrant, and this Warrant shall
                           become exercisable, within ten (10) days of the time
                           Holder receives notice of such Acquisition, for the
                           same securities, cash, and property as would be
                           payable for the Shares issuable upon exercise of the
                           unexercised portion of this Warrant as if such Shares
                           were outstanding on the record date for the
                           Acquisition and subsequent closing.

                       (b) "Acquisition". For the purpose of this Warrant,
                           "Acquisition" means any sale, license, or other
                           disposition of greater than 50% of the assets of the
                           Company, or any reorganization, consolidation, or
                           merger of the Company.

ARTICLE 2.        ADJUSTMENTS TO THE SHARES.
                  -------------------------

2.1               Stock Dividends, Splits,  Etc. If the Company declares or pays
                  a dividend on its common stock payable in common  stock,  or
                  other securities, then upon exercise of this Warrant, for each
                  Share acquired, Holder shall receive, without cost to Holder,
                  the total number and kind of securities to which Holder would
                  have been entitled had Holder owned the Shares of record as of
                  the date the dividend or subdivision occurred. If the Company
                  at any time or from time to time after the issuance of this
                  Warrant subdivides (by any stock split, stock dividend,
                  recapitalization or otherwise) the outstanding shares of the
                  Company's common stock into a greater number of shares, the
                  Warrant Price in effect immediately before that subdivision
                  shall be proportionately decreased and the number of Shares
                  issuable upon exercise hereof shall be proportionately
                  increased.

2.2               Reclassification, Exchange or Substitution. Upon any
                  reclassification, exchange, substitution, or other event that
                  results in a change of the number and/or class of the
                  securities issuable upon exercise or conversion of this
                  Warrant, Holder shall be entitled to receive, upon exercise or
                  conversion of this Warrant, the number and kind of securities
                  and property that Holder would have received for the Shares if
                  this Warrant had been exercised immediately before such
                  reclassification, exchange, substitution, or other event. The
                  Company or its successor shall promptly issue to Holder a new
                  Warrant for such new securities or other property. The new
                  Warrant shall provide for adjustments which shall be as nearly
                  equivalent as may be practicable to the adjustments provided
                  for in this Article 2 including, without limitation,
                  adjustments to the Warrant Price and to the number of
                  securities or property issuable upon exercise of the new
                  Warrant. The provisions of this Section 2.2 shall similarly
                  apply to successive reclassifications, exchanges,
                  substitutions, or other events.

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2.3               Adjustments for Combinations, Etc. If the Company at any time
                  or from time to time after the issuance of this Warrant
                  combines (by reverse stock split or otherwise) the outstanding
                  shares of the Company's common stock, the Warrant Price in
                  effect immediately before the combination shall be
                  proportionately increased and the number of shares issuable
                  upon exercise hereof shall be proportionately decreased. Any
                  adjustment under this paragraph shall become effective at the
                  close of business on the date the subdivision or combination
                  becomes effective.

2.4               No Impairment. The Company shall not, by amendment of its
                  Certificate of Incorporation or through a reorganization,
                  transfer of assets, consolidation, merger, dissolution, issue,
                  or sale of securities or any other voluntary action, avoid or
                  seek to avoid the observance or performance of any of the
                  terms to be observed or performed under this Warrant by the
                  Company, but shall at all times in good faith assist in
                  carrying out of all the provisions of this Article 2 and in
                  taking all such action as may be necessary or appropriate to
                  protect Holder's rights under this Article against impairment.

2.5               Fractional Shares. No fractional Shares shall be issuable upon
                  exercise or conversion of the Warrant and the number of Shares
                  to be issued shall be rounded down to the nearest whole Share.
                  If a fractional share interest arises upon any exercise or
                  conversion of the Warrant, the Company shall eliminate such
                  fractional share interest by paying Holder amount computed by
                  multiplying the fractional interest by the fair market value
                  of a full Share.

ARTICLE 3.        REPRESENTATIONS AND COVENANTS OF THE COMPANY.
                  --------------------------------------------

3.1               Representations and Warranties. The Company hereby represents
                  and warrants to the Holder that as of the date hereof all
                  Shares that may be issued upon the exercise of the purchase
                  right represented by this Warrant, and all securities, if any,
                  issuable upon conversion of the Shares, shall, upon issuance,
                  be duly authorized, validly issued, fully paid and
                  nonassessable, and free of any liens and encumbrances except
                  for restrictions on transfer provided for herein or under
                  applicable federal and state securities laws. The Company
                  shall at all times reserve a sufficient number of shares of
                  common stock for issuance upon Holder's exercise of its rights
                  hereunder.

3.2               Information Rights.  So long as the Holder holds this Warrant,
                  the Company shall deliver to the Holder any financial reports
                  as reasonably requested and customarily provided to
                  shareholders of the Company.

ARTICLE 4.        REPRESENTATIONS AND COVENANTS OF HOLDER.
                  ---------------------------------------

This Warrant has been entered into by the Company in reliance upon the following
representations and covenants of Holder, which by its acceptance hereof the
Holder (including any permitted transferee of Holder on behalf of such
transferee) hereby confirms:

4.1               Restriction on Transfer. The Holder agrees that this Warrant,
                  and the Shares issuable upon exercise of this Warrant, may not
                  be sold, transferred, assigned or hypothecated for one year
                  following the date of issuance, except to an individual who is
                  an officer or partner of the Holder, by will or by the laws of
                  descent and distribution.

4.2               Financial Risk. The Holder has such knowledge and experience
                  in financial and business matters as to be capable of
                  evaluating the merits and risks of its investment and has the
                  ability to bear the economic risks of its investment. The
                  Holder understands that any investment in the Shares involves
                  a high degree of risk and a possible total loss of investment.
                  The Holder also understands that the Company anticipates that
                  it will need to raise additional funds to finance its
                  operations and meet its working capital needs and capital
                  expenditures in the near future. There can be no assurance

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                  that the Company will be able to raise additional funds or
                  obtain additional financing on favorable terms, if at all. The
                  failure to raise additional funds or obtain additional
                  financing sufficient to fund the Company's working capital and
                  capital expenditure requirements will have a material adverse
                  effect on the Company.

4.3               Warranties Limited. Other than as expressly set forth herein,
                  the Company has not made any representation or warranty to the
                  Holder. Without limiting the foregoing, none of the following
                  has been represented or warranted to the Holder by the
                  Company, the Company's agents or employees, or any other
                  person, expressly or by implication (and any such
                  representation or warranty that has purportedly been made is
                  hereby expressly disclaimed), and the Holder is not relying on
                  any representation or warranty regarding any of the following:

                       (a) the future ability of the Company to make, or
                           willingness of the Company to make, or any
                           willingness of the Company's board of directors to
                           declare, dividend payments with respect to its
                           capital;

                       (b) the amount of net income and cash expected to be
                           generated by Company operations;

                       (c) that any financial projections will prove to be
                           accurate;

                       (d) whether the Company will engage in any Acquisition or
                           other business combination with any entity, the terms
                           of such a transaction, whether such a transaction
                           will involve the issuance of securities, and the
                           terms upon which such securities may be issued; or

                       (e) any investment return to be realized by the Holder as
                           a result of an investment in the common stock.

ARTICLE 5.        MISCELLANEOUS.
                  --------------

5.1               Term. This Warrant is exercisable in accordance with Section
                  1.1 at any time on or before the  Expiration  Date set forth
                  above.

5.2               Compliance with Securities Laws on Transfer. This Warrant and
                  the Shares issuable upon exercise of this Warrant (and the
                  securities issuable, directly or indirectly, upon conversion
                  of the Shares, if any) may not be transferred or assigned in
                  whole or in part without compliance with applicable federal
                  and state securities laws by the transferor and the
                  transferee. Company acknowledges that Holder may assign a
                  portion of this Warrant to Holder's senior lender, and to
                  grant to such senior lender a security interest in any of
                  Holder's rights under this Warrant and any Shares issuable
                  upon the exercise or conversion of the Warrant.

5.3               Transfer Procedure. Subject to the provisions of Sections 4.1
                  and 5.2, Holder may transfer all or part of this Warrant or
                  the Shares issuable upon exercise of this Warrant (or the
                  securities issuable, directly or indirectly, upon conversion
                  of the Shares, if any) by giving the Company notice of the
                  portion of the Warrant being transferred setting forth the
                  name, address and taxpayer identification number of the
                  transferee and surrendering this Warrant to the Company for
                  reissuance to the transferee(s) (and Holder if applicable).

5.4               Notices. All notices and other communications from the Company
                  to the Holder, or vice versa, shall be deemed delivered and
                  effective when given personally or mailed by first-class
                  registered or certified mail, postage prepaid, at such address

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                  as may have been furnished to the Company or the Holder, as
                  the case may be, in writing by the Company or such Holder from
                  time to time.

5.5               Waiver. 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.

5.6               Attorneys Fees. In the event of any dispute between the
                  parties concerning the terms and provisions of this Warrant,
                  the party prevailing in such dispute shall be entitled to
                  collect from the other party all costs incurred in such
                  dispute, including reasonable attorneys' fees.

5.7               Governing Law. This Warrant shall be governed by and construed
                  in accordance  with the laws of the State of Georgia,  without
                  giving effect to its principles regarding conflicts of law.





                                                        CORPFIN.COM, INC.


                                       By:          /s/ John C. Canouse
                                                        -----------------
                                                        John C. Canouse
                                                        Chief Executive Officer

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<PAGE>


                                   APPENDIX 1

                               NOTICE OF EXERCISE

1.       The undersigned  hereby elects to purchase  _______ shares of the
common stock of Corpfin.com,  Inc.  pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full.

1.       The undersigned hereby elects to convert the attached Warrant into
Shares (as defined in the Warrant) in the manner specified in the Warrant. This
conversion is exercised with respect to ______ of the Shares covered by the
Warrant.

[Strike paragraph that does not apply.]

2.       Please issue a certificate or  certificates  representing  said shares
in the name of the undersigned or in such other name as is specified below:


----------------------------------
(Name)


----------------------------------
(Address)

3. The undersigned represents it is acquiring the shares solely for its own
account and not as a nominee for any other party and not with a view toward the
resale or distribution thereof except in compliance with applicable securities
laws.



                                                  ---------------------------
                                                  (Signature)

------------------------------------
(Date)



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