2


                                                                     EXHIBIT 4.5

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 8,335 SHARES OF COMMON STOCK

                                                    Dated:     December 31, 2002

     This  certifies  that, for value received, James G. Garvey, Jr. ("Garvey"),
or  his registered assigns, are entitled to purchase from Integrated Information
Systems,  Inc.,  a  Delaware  corporation  (the "Company"), having its principal
office  at  2250  West  14th  Street  Tempe, Arizona 85281, Eight Thousand Three
Hundred  Thirty  Five (8,335) 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 equal to $5.00 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  Limited  Continuing  Guaranty  (the
"Garvey  Guaranty"),  Garvey  has  personally guaranteed up to $1,000,000 of the
Company's  indebtedness  to  AnchorBank,  fsb ("Anchor") under a promissory note
dated  as  of  January  25,  2002,  as  modified,  and  under a Business Manager
Agreement.  This  Warrant  is  issued  in  partial  consideration  of the Garvey
Guarantee.

     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 (unless there are less than 1,000 shares represented by this Warrant at
the  time  of  exercise,  in which case the Warrant shall be exercisable for the
entire remaining shares, 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., local Arizona time,
on  the later of (i) one year  after the Garvey Guaranty expires or is otherwise
cancelled  or (ii) five years from the date hereof (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 Garvey written notice at least 30 days
prior  to  the Expiration Date of Garvey'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 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.

          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 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  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  or the Warrantholder at the address set forth on the first page of
this Warrant, 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  December  31,  2002.

                         INTEGRATED  INFORMATION  SYSTEMS,  INC.,
                         A  DELAWARE  CORPORATION


                    BY:     /s/  Donald  H.  Megrath
                            Donald  H.  Megrath
                    Its:    Chief  Financial  Officer

<PAGE>



                               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: