SCHEDULE 4.8

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH
         SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
         PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
         REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE
         UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
         OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
         1933 ACT.

         IN ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF
         SEPTEMBER 8, 2005 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH
         MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE
         OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE
         PARTIES WITH RESPECT TO THIS WARRANT.

                     _______________________________________


                                  ICEWEB, INC.

                        COMMON STOCK PURCHASE WARRANT "D"

Number of Shares:  1,000,000                    Holder: Barron Partners LP
                                                c/o  Barron Capital Advisors LLC
Original Issue Date:  September 8, 2005         Managing Partner
                                                Attn: Andrew Barron Worden
                                                730 Fifth Avenue, 9th Floor
Expiration Date: September 8, 2010              New York NY 10019
                                                tel 212-659-7790
Exercise Price per Share: $2.00                 fax 646-607-2223

IceWEB, Inc., a company organized and existing under the laws of the State of
Delaware (the "COMPANY"), hereby certifies that, for value received, BARRON
PARTNERS LP, or its registered assigns (the "WARRANT HOLDER"), is entitled,
subject to the terms set forth below, to purchase from the Company up to One
Million shares (as adjusted from time to time as provided in Section 7, the
"WARRANT SHARES") of common stock, $.001 par value (the "COMMON STOCK"), of the
Company at a price of Two Dollars and Zero Cents ($2.00) per Warrant Share (as
adjusted from time to time as provided in Section 7, the "EXERCISE PRICE"), at
any time and from time to time from and after the date thereof and through and
including 5:00 p.m. New York City time on September 8, 2010 (or eighteen months
of effectiveness of a Registration Statement subsequent to the issuance hereof
(such eighteen months to be extended by one month for each month or portion of a
month during which a Registration Statement's effectiveness has lapsed or been
suspended), whichever is longer) (the "Expiration Date"), and subject to the
following terms and conditions:

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<PAGE>

         1. REGISTRATION OF WARRANT. The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the "WARRANT
REGISTER"), in the name of the record Warrant Holder hereof from time to time.
The Company may deem and treat the registered Warrant Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Warrant Holder, and for all other purposes, and the Company
shall not be affected by notice to the contrary.

         2. INVESTMENT REPRESENTATION. The Warrant Holder by accepting this
Warrant represents that the Warrant Holder is acquiring this Warrant for its own
account or the account of an affiliate for investment purposes and not with the
view to any offering or distribution and that the Warrant Holder will not sell
or otherwise dispose of this Warrant or the underlying Warrant Shares in
violation of applicable securities laws. The Warrant Holder acknowledges that
the certificates representing any Warrant Shares will bear a legend indicating
that they have not been registered under the United States Securities Act of
1933, as amended (the "1933 ACT") and may not be sold by the Warrant Holder
except pursuant to an effective registration statement or pursuant to an
exemption from registration requirements of the 1933 Act and in accordance with
federal and state securities laws. If this Warrant was acquired by the Warrant
Holder pursuant to the exemption from the registration requirements of the 1933
Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and
covenants that this Warrant may not be exercised by or on behalf of a Person
during the one year distribution compliance period (as defined in Regulation S)
following the date hereof. "PERSON" means an individual, partnership, firm,
limited liability company, trust, joint venture, association, corporation, or
any other legal entity.

         3. VALIDITY OF WARRANT AND ISSUE OF SHARES. The Company represents and
warrants that this Warrant has been duly authorized and validly issued and
warrants and agrees that all of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such
exercise, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof. The
Company further warrants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of Common Stock to
provide for the exercise of the rights represented by this Warrant.

         4. REGISTRATION OF TRANSFERS AND EXCHANGE OF WARRANTS.

                  a. Subject to compliance with the legend set forth on the face
of this Warrant, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment attached hereto duly completed and signed, to the Company at the
office specified in or pursuant to Section 9. Upon any such registration or
transfer, a new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a "NEW WARRANT"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so

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<PAGE>

transferred, if any, shall be issued to the transferring Warrant Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance of such transferee of all of the rights and obligations of a Warrant
Holder of a Warrant.

                  b. This Warrant is exchangeable, upon the surrender hereof by
the Warrant Holder to the office of the Company specified in or pursuant to
Section 9 for one or more New Warrants, evidencing in the aggregate the right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.

         5. EXERCISE OF WARRANTS.

                  a. Upon surrender of this Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Section 9, and upon payment and delivery of the Exercise
Price per Warrant Share multiplied by the number of Warrant Shares that the
Warrant Holder intends to purchase hereunder, in lawful money of the United
States of America, in cash or by certified or official bank check or checks, to
the Company, all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after the Date of Exercise (as defined herein)) issue or cause to be issued and
cause to be delivered to or upon the written order of the Warrant Holder and in
such name or names as the Warrant Holder may designate (subject to the
restrictions on transfer described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the Warrant Holder to receive Warrant Shares shall be deemed to have become
holder of record of such Warrant Shares as of the Date of Exercise of this
Warrant.

                  b. A "Date of Exercise" means the date on which the Company
shall have received (i) this Warrant (or any New Warrant, as applicable), with
the Form of Election to Purchase attached hereto (or attached to such New
Warrant) appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares so indicated by the Warrant
Holder to be purchased.

                  c. This Warrant shall be exercisable at any time and from time
to time for such number of Warrant Shares as is indicated in the attached Form
of Election To Purchase. If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

                  d. (i) Notwithstanding anything contained herein to the
contrary, the holder of this Warrant may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the "NET NUMBER"

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of shares of Common Stock determined according to the following formula (a
"CASHLESS EXERCISE"):

                           Net Number = (A x (B - C))/B

                     (ii)  For purposes of the foregoing formula:

                           A= the total number shares with respect to which this
                           Warrant is then being exercised.

                           B= the last reported sale price (as reported by
                           Bloomberg) of the Common Stock on the trading day
                           immediately preceding the date of the Exercise
                           Notice.

                           C= the Warrant Exercise Price then in effect at the
                           time of such exercise.

                  e. The holder of this Warrant agrees not to elect a Cashless
Exercise for a period of six (6) months. The holder of this Warrant also agrees
not to elect a Cashless Exercise so long as there is an effective registration
statement for the Warrant Shares.

         6. MAXIMUM EXERCISE. The Warrant Holder shall not be entitled to
exercise this Warrant on a Date of Exercise in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Warrant Holder and its
affiliates on an exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which the
determination of this limitation is being made on an exercise date, which would
result in beneficial ownership by the Warrant Holder and its affiliates of more
than 4.9% of the outstanding shares of Common Stock on such date. This Section 6
may be waived or amended only with the consent of the Holder and the consent of
holders of a majority of the shares of outstanding Common Stock of the Company
who are not Affiliates. For the purposes of the immediately preceding sentence,
the term "Affiliate" shall mean any person: (a) that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company; or (b) who beneficially owns (i) any shares of
the Company's Series A Convertible Preferred Stock, (ii) the Company's Common
Stock Purchase Warrant "D" dated September 8, 2005, or (iii) this Warrant. For
the purposes of the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13d-3 thereunder.

         7. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The character of
the shares of stock or other securities at the time issuable upon exercise of
this Warrant and the Exercise Price therefore, are subject to adjustment upon
the occurrence of the following events, and all such adjustments shall be
cumulative:

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<PAGE>

                  a. ADJUSTMENT FOR STOCK SPLITS, STOCK DIVIDENDS,
RECAPITALIZATIONS, ETC. The Exercise Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise of
this Warrant shall be appropriately adjusted to reflect any stock dividend,
stock split, combination of shares, reclassification, recapitalization or other
similar event affecting the number of outstanding shares of stock or securities.

                  b. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
In case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which
the Company shall not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"), then, in each case, the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such Reorganization (the "EFFECTIVE DATE"), shall receive, in lieu of the
shares of stock or other securities at any time issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other securities and property (including cash) to which such holder would have
been entitled upon the Effective Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

                  c. CERTIFICATE AS TO ADJUSTMENTS. In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant, the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate, certified and confirmed by the Board
of Directors of the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment or
readjustment is based.

                  d. THE COMPANY SELLS, GRANTS OR ISSUES ANY SHARES, OPTIONS,
WARRANTS, OR ANY INSTRUMENT CONVERTIBLE INTO SHARES OR EQUITY IN ANY FORM BELOW
$2.00 PER SHARE. In the event the Company sells, grants or issues any shares,
options, warrants, or any instrument convertible into shares or equity in any
form below $2.00 per share the warrant exercise price shall be reduced
proportionately. For example, if the Company sells, grants or issues any shares,
options, warrants, or any instrument convertible into shares or equity in any
form at $1.60 per share, or 20% below $2.00 per share, then the warrant exercise
price shall be reduced by 20%. Such reduction shall be made at the time such
transaction is made, and shall be cumulative upon any other changes to the
exercise of the warrant that may already have been made.

         8. CALL BY THE COMPANY. If, during the period from date of six months
and one day after the date of initial issuance of this Warrant to expiration
date of the Warrant, the closing public market price of the Company's common
stock is equal to or in excess of $2.85 for a period of twenty (20) consecutive
Trading Days and there is an effective Registration Statement covering the
shares of Common Stock underlying this Warrant ("Automatic Exercise") during
such twenty (20) consecutive day period, the Company shall provide the Holder
with notice of such Automatic Exercise ("Automatic Exercise Notice"). Upon
receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in

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<PAGE>

whole, this Warrant within forty-five (45) days; or (ii) notify the Company of
its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In
the event Holder elects to transfer this Warrant pursuant to Section 4 of this
Warrant, then the subsequent holder of this Warrant must exercise this Warrant
on or before the forty-fifth (45) day after notification of intent to transfer
this Warrant. In the event that this Warrant is exercised, the Holder must
deliver to the Company at its office at 205 VanBuren Street, Suite 420, Herndon,
Virginia 20170, on or before 5:00 p.m., Eastern Time, on the required date, (i)
Form of Election to Purchase properly executed and completed by Holder or an
authorized officer thereof, (ii) a check payable to the order of the Company, in
an amount equal to the product of the Exercise Price multiplied by the number of
Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the
Holder does not exercise this Warrant within forty-five (45) days from receipt
of the Automatic Exercise Notice or, in the event that this Warrant has been
transferred pursuant to Section 4 of this Warrant, the subsequent holder of this
Warrant does not exercise this Warrant within forty-five (45) days after
notification of intent to transfer this Warrant, then this Warrant will expire.

         9. FRACTIONAL SHARES. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares that shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrants
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 8, be issuable
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

         10. SALE OR MERGER OF THE COMPANY. Upon a Change in Control, the
restriction contained in Section 6 shall immediately be released and the Warrant
Holder will have the right to exercise this Warrant concurrently with such
Change in Control event. For purposes of this Warrant, the term "Change in
Control" shall mean a consolidation or merger of the Company with or into
another company or entity in which the Company is not the surviving entity or
the sale of all or substantially all of the assets of the Company to another
company or entity not controlled by the then existing stockholders of the
Company in a transaction or series of transactions.

         11. NOTICE OF INTENT TO SELL OR MERGE THE COMPANY. The Company will
give Warrant Holder ten (10) business days notice before the event of a sale of
all or substantially all of the assets of the Company or the merger or
consolidation of the Company in a transaction in which the Company is not the
surviving entity.

         12. ISSUANCE OF SUBSTITUTE WARRANT. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or a
reclassification of Company shares of stock, which results in an adjustment to
the number of shares subject to this Warrant and/or the Exercise Price
hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

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<PAGE>

         13. NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially received if
delivered by facsimile transmission followed by registered or certified mail
confirmation; (iii) on the date delivered by an overnight courier service; or
(iv) on the third business day after it is mailed by registered or certified
mail, return receipt requested with postage and other fees prepaid as follows:

                           If to the Company:
                           ------------------

                           ICEWEB, INC.
                           205 VanBuren Street, Suite 420
                           Herndon, VA 20170
                           Attention: John Signorello, CEO


                           If to the Warrant Holder:
                           -------------------------

                           Barron Partners LP
                           Barron Capital Advisors LLC,
                           Managing Partner
                           Attn: Andrew Barron Worden
                           730 Fifth Avenue, 9th Floor
                           New York NY 10019
                           tel 212-659-7790

         14. MISCELLANEOUS.

                  a. This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
This Warrant may be amended only by a writing signed by the Company and the
Warrant Holder.

                  b. Nothing in this Warrant shall be construed to give to any
person or corporation other than the Company and the Warrant Holder any legal or
equitable right, remedy or cause of action under this Warrant; this Warrant
shall be for the sole and exclusive benefit of the Company and the Warrant
Holder.

                  c. This Warrant shall be governed by, construed and enforced
in accordance with the internal laws of the State of New York without regard to
the principles of conflicts of law thereof.

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<PAGE>

                  d. The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  e. In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceablilty of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonably substitute therefore, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  f. The Warrant Holder shall not, by virtue hereof, be entitled
to any voting or other rights of a shareholder of the Company, either at law or
equity, and the rights of the Warrant Holder are limited to those expressed in
this Warrant.


         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by the authorized officer as of the date first above stated.


ICEWEB, INC., a Delaware corporation


By:   _______________________
Name: John R. Signorello
Its:  Chief Executive Officer

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<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares
of Common Stock under the foregoing Warrant)


To:  ICEWEB, INC.:

In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase ______________ shares of
Common Stock ("Common Stock"), $.001 par value, of IceWEB, Inc, Inc and encloses
the warrant and $____ for each Warrant Share being purchased or an aggregate of
$________________ in cash or certified or official bank check or checks, which
sum represents the aggregate Exercise Price (as defined in the Warrant) together
with any applicable taxes payable by the undersigned pursuant to the Warrant.


The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:

____________________________________

____________________________________

____________________________________
(Please print name and address)

____________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

____________________________________

____________________________________

____________________________________
(Please print name and address)

Dated: ___________         Name of Warrant Holder:


                                    (Print)_____________________________

                                    (By:)_______________________________

                                    (Name:)_____________________________

                                    (Title:)____________________________

                                    Signature must conform in all respects to
                                    name of Warrant Holder as specified on the
                                    face of the Warrant

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