<PAGE>


                                                                   Exhibit 10.28

                  The securities represented by this Warrant and issuable upon
                  exercise hereof have not been registered or qualified under
                  the Securities Act of 1933, as amended (the "1933 Act"), THE
                                                               --------
                  GEORGIA SECURITIES ACT OF 1973 (THE "GEORGIA ACT") or under
                                                       -----------
                  the provisions of any OTHER applicable state securities laws,
                  but have been acquired by the registered holder hereof for
                  purposes of investment and in reliance on statutory exemptions
                  under the 1933 Act and under applicable state securities laws,
                  INCLUDING THE EXEMPTION PROVIDED IN SECTION 10-5-9(13) OF THE
                  GEORGIA ACT. These securities and the securities issued upon
                  exercise hereof may not be sold, pledged, transferred or
                  assigned except in a transaction which is exempt under
                  provisions of the 1933 Act and under applicable state
                  securities laws or pursuant to an effective registration
                  statement issued pursuant to the 1933 act and applicable state
                  securities laws; and in the case of an exemption, only if
                  iconquest, llc has received an opinion of counsel satisfactory
                  to it that such transaction does not require registration of
                  any such securities under the 1933 act and applicable state
                  securities laws.

                                     WARRANT

                            To Purchase 500 Units of
                                 ICONQUEST, LLC
               (Organized under the laws of the State of Georgia)
                            Expires: January 7, 2008

         THIS IS TO CERTIFY THAT MEDIABIN, INC., a Georgia corporation, or its
         permitted assigns ("Holder"), in exchange for consideration the receipt
                             ------
         and sufficiency of which is hereby acknowledged and subject to the
         terms and conditions set forth in this Warrant, is entitled, at any
         time during the Exercise Period (as hereinafter defined), to purchase
         from ICONQUEST, LLC, a Georgia limited liability company (the
         "Company"), FIVE HUNDRED (500) nonassessable units of membership
          -------
         interest of the Company, subject to adjustment as provided herein (the
         "Units"), in whole or in part, at an exercise price of $0.01 per Unit
          -----
         (the "Exercise Price") (subject to adjustment as provided herein).
               --------------

         THIS WARRANT, and the rights of the Holder hereunder, are subject to
the terms, conditions and limitations set forth in that certain Warrant Purchase
Agreement, dated of even date herewith, by and between MediaBin and the Company
("Purchase Agreement"), and the terms, conditions and limitations of the
  ------------------
Purchase Agreement are incorporated herein by this reference. All capitalized
terms not defined herein shall have the meanings assigned to them in the
Purchase Agreement.

<PAGE>

1.       Exercise Period.
         ---------------
         1.1      The Holder may exercise this Warrant at any time, from time to
                  time, until 5:00 P.M., Eastern Standard Time, on January 7,
                  2008 (the "Exercise Period"), on any "Business Day". As used
                  herein, "Business Day" shall mean any day other than Saturday,
                  Sunday or a day on which banks located in Atlanta, Georgia are
                  closed.

         1.2      The Holder shall exercise this Warrant only with respect to
                  that portion of the Warrant for which Holder has made a timely
                  payment in full pursuant to the Purchase Agreement. By way of
                  example, and not by way of limitation, if Holder has paid the
                  Company thirty percent (30%) of the Purchase Price for the
                  Units, then Holder shall have right to exercise the Warrant
                  for thirty percent (30%) of the Units.

                  If the Holder fails for any reason whatsoever to make timely
                  payments in full of the Purchase Price after the expiration if
                  applicable notice and cure periods, as more particularly set
                  forth in the Purchase Agreement, then this Warrant shall
                  terminate automatically and shall be of no further force or
                  effect with respect to those Units for which the Holder has
                  not paid the Purchase Price.

         1.3      Subject to the provisions of Section 1.2 above, in the event
                  that the Company  provides  written notice to the Holder prior
                  to the expiration of the Exercise Period that the Company
                  has initiated an underwritten public offering of Company
                  securities, the Holder shall be required to exercise this
                  Warrant and shall pay the Exercise Price in accordance with
                  one of the alternative methods set forth in Section 2 below
                  within ten (10) days after the receipt of such notice,
                  unless exercise is prohibited by law, statute, rule or
                  regulation (including without limitation, the
                  Hart-Scott-Rodino Antitrust Improvements Act of 1976). In
                  the event that Holder fails to exercise the Warrant within
                  that ten-day period, the Warrant shall automatically
                  terminate and be of no further force and effect.

         1.4      Subject to the provisions of Section 1.2 above, upon the
                  closing of a merger or reorganization of the Company prior to
                  the expiration of the Exercise Period, the result of which is
                  that the Company shall be taxable corporation, Holder shall be
                  obligated to exercise this Warrant concurrently with such
                  closing, and shall pay the Exercise Price in accordance with
                  one of the alternative methods set forth in Section 2 below.
                  In the event that Holder fails to exercise this Warrant
                  timely, this Warrant shall automatically terminate and be of
                  no further force and effect.

2.   Method of Exercise;  Payment;  Issuance of New Warrant.  Subject to Section
     ------------------------------------------------------
     1.2 above, this Warrant may be exercised by the Holder hereof, in whole or
     in part during the Exercise Period, by either of the following, at the
     election of the Holder hereof: (a) the surrender of this Warrant (with the
     Notice of Exercise form attached hereto as Exhibit A-1 duly executed) at
                                                -----------
     the principal office of the Company and by the payment to the Company, by
     cash or certified funds, of an amount equal to the Exercise Price per Unit
     multiplied by the number of Units then being purchased; or (b) if in
     connection with a sale of Units pursuant to a registered public offering of
     the Company's securities, the surrender of this Warrant (with the Notice of
     Exercise form attached hereto as Exhibit A-2 duly executed), which
                                      -----------
     surrender may be made contingent upon the closing of such offering, at the
     principal office of the Company together with notice of arrangements
     reasonably satisfactory to the Company for payment to the Company from the
     proceeds of the sale of Units to be sold by the Holder in such public
     offering of an amount equal to the Exercise Price per Unit multiplied by
     the number of Units then being purchased.

     The Holder shall be deemed to have become the holder of record of, and
     shall be treated for all purposes as the record holder of, the Units (and
     such Units shall be deemed to have been issued) immediately prior to the
     close of business on the date or dates upon which this Warrant is
     exercised.

     No more than thirty (30) days after the exercise of this Warrant, the
     Company at its expense will cause to be delivered to the Holder, the
     Company's operating agreement ("Operating Agreement") which, upon such
                                     -------------------
     execution of the Operating Agreement by Holder and delivery to the Company,
     shall be the sole evidence of the Units acquired by Holder pursuant to the
     exercise of this Warrant.

     Unless this Warrant has been fully exercised or expired, a new Warrant
     representing the portion of the Units, if any, with respect to which this
     Warrant shall not then have been exercised shall be issued to the Holder
     hereof as soon as practicable thereafter.

<PAGE>

     Upon the exercise of this Warrant, the Holder shall, at the request of the
     Company, execute and deliver to the Company (a) the Operating Agreement,
     and (b) a reasonably satisfactory investment representation letter. The
     exercise of this Warrant is contingent upon the satisfaction of these
     requirements within ten (10) days following the Company's request therefor.

     The  form and substance of the Operating Agreement shall be determined by
     the Company in its sole discretion and may contain restrictions on
     transfer, rights of first refusal, and buy-sell provisions. Notwithstanding
     the foregoing, the Operating Agreement shall provide that the income,
     expenses, profits and losses of the Company shall be allocated and/or
     distributed, as applicable, to Holder pari passu with those Units issued to
     Alan D. Sloan on November 2, 2001. Notwithstanding anything herein to the
     contrary and subject to Section 5 below, nothing herein shall prohibit or
     limit the Company's right to issue Units after the date hereof to any
     person or entity and such Units may rights and obligations which are
     materially different from the Units to be issued pursuant to this Warrant.

3.   Units Fully Paid; Reservation of Units. All Units that may be issued upon
     --------------------------------------
     the exercise of this Warrant shall, upon issuance, be validly issued, fully
     paid and nonassessable, and free from all taxes, liens and charges with
     respect to the issue thereof. During the period within which this Warrant
     may be exercised, the Company will at all times have duly authorized and
     reserved, for the purpose of issuance upon exercise of this Warrant, a
     sufficient number of Units to satisfy Iconquest's obligations under this
     Warrant.

4.   Reorganization  of Company. If, after the second  anniversary of the date
     --------------------------
     hereof, either of the following conditions shall have first occurred, then
     the Holder shall have the right (but not the obligation) to require the
     Company take all corporate actions and make all filings necessary to
     reorganize the Company as a taxable corporation: (i) the Holder has
     exercised this Warrant in whole, or (ii) the Holder has tendered to the
     Company a Notice of Exercise indicating that this Warrant is being
     exercised in whole or that the Holder is exercising the last remaining
     portion of this Warrant, along with this Warrant and payment of the
     Exercise Price. The Company shall cause such reorganization to occur within
     fifteen (15) business days after the exercise of this Warrant in the case
     of (i) above or within fifteen (15) business days after receipt of such
     Notice of Exercise in the case of (ii) above.

5.   Adjustments to Exercise Price and Number of Units.
     -------------------------------------------------

     The number of Units for which this Warrant is exercisable, or the price at
which such Units may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 5.

     5.1      Anti-Dilution.
              -------------

              5.1.1   Sale of Units Below Holder's Original Price Per Unit.
                      ----------------------------------------------------
Subject to Section 5.1.2 below, if, the Company issues additional Units
("Additional Units") so that the total number of outstanding Units (assuming
  ----------------
Holder has exercised the Warrant in full) ("Total Number of Outstanding Units")
                                            ---------------------------------
exceeds ten thousand (10,000) (the "Initial Number of Units Issued") and if
                                    ------------------------------
further, the Company sells such Additional Units for a price below Three Hundred
Forty-three and 87/100 dollars ($343.87) per Unit ("Holder's Original Price"),
                                                    -----------------------
then Company will notify Holder of such event. This Warrant shall be terminated
and a replacement Warrant ("Replacement Warrant") shall be issued to Holder with
                            -------------------
a new Exercise Price ("Replacement Exercise Price"), all calculated as set forth
                       --------------------------
below:

                      A.   Calculation of New Exercise Price.
                           --------------------------------- -
                           (a)   First, multiply the Initial Number of Units
Issued by Holder's Original Price; then

                           (b)   Divide the  product in (a) by the sum of the
total number of Units outstanding after the sale of Additional Units (assuming
Holder has exercised all of its Warrant for Units). This product shall be the
Replacement Exercise Price.

                      B.   Calculation of Number of Units Purchasable  Pursuant
                           ----------------------------------------------------
to New Warrant. Divide $171,936.21 (which is the product of the Holder's
--------------
Original Price Per Unit multiplied by 500 Units) by the Replacement Exercise
Price. This is the number of Units for which the Replacement Warrant shall be
exercisable.

                      C.   Calculation of Purchase Price for Additional Units.
                           --------------------------------------------------
The consideration received by the Company for sale of Additional Units shall (A)
to the extent it consists of cash be computed at the net amount of cash received
by the Company after deduction of any expenses payable by the Company and any
underwriting or similar commissions, compensation, or concessions paid or
allowed by the Company in connection with such issue or sale, (B) to

<PAGE>

the extent it consists of property other than cash or services, be computed at
the fair value of that property or services as reasonably determined in good
faith by the Company's manager.

              5.1.2   Exceptions to Section 5.1.1.
                      ---------------------------

                      (a)  The provisions shall of Section 5.1.1 shall not be
triggered, and Holder shall not be entitled to receive a replacement Warrant
with a Replacement Exercise Price, as a result of the Company issuing up to
fifteen hundred (1,500) Additional Units to its managers, officers, employees,
consultants, vendors, customers, clients and partners ("Incentive Units") at
                                                        ---------------
prices below the Holder's Original Price Per Unit. If the Company issues more
than 1,500 Incentive Units at a price below the Holder's Original Price Per
Unit, then only those Incentive Units in excess of 1,500 shall be included in
making the calculations set forth in Section 5.1.1. The number of Incentive
Units shall be adjusted in accordance with the provisions of Sections 5.2, 5.3
and 5.4.

                      (b)  After the first time Additional Units are issued, to
determine whether Holder's rights set forth in Section 5.1.1 have been triggered
and to make the calculations for the Replacement Warrant and the Replacement
Exercise Price, the calculation of Total Number of Outstanding Units, the
Initial Number of Units Issued, Holder's Original Price, and the Replacement
Exercise Price shall be adjusted in accordance with the provisions of Sections
5.2, 5.3 and 5.4.

                      (c)  The issuance by the Company of options, warrants, or
other securities convertible into Units shall not be deemed to be the sale of
additional Units within the meaning of Section 5.1.1 unless and until the holder
of such options, warrants or other convertible securities actually exercises its
rights pursuant to such securities and acquires the Units.

              5.1.3   Termination of Anti-Dilution Rights. This Section 5.1
                      -----------------------------------
shall automatically and immediately terminate and cease to be of any force or
effect upon the first to occur of any of the following: (i) the Company has
reorganized, the result of which is that the Company is treated as a taxable
corporation under the Internal Revenue Code of 1986, as amended, (ii) the Holder
has exercised this Warrant in whole or in part, (iii) Holder's rights to
exercise this Warrant has expired or terminated for any reason whatsoever, (iv)
subject to Holder's right to receive notice and have an opportunity to cure, the
Holder breaches any of its covenants, representations or warranties set forth in
the this Warrant or the Purchase Agreement, including, without limitation, the
Holder's obligation to make timely payments of the Purchase Price.

     5.2      Dividends, Subdivisions and Combinations.  If during the
              ----------------------------------------
Exercise Period, the Company shall:

              (a)     pay a distribution on its Units payable in Units, or

              (b)     subdivide or split its outstanding membership Units into
a larger number of Units, or

              (c)     combine or reclassify its outstanding membership Units
into a smaller number of Units, then

                      (i)  the number of then Units for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of Units which a record holder of the same number of Units
for which this Warrant is exercisable immediately prior to the occurrence of
such event or the record date therefor, whichever is earlier, would own or be
entitled to receive after the happening of such event, and

                      (ii) the Exercise  Price shall be adjusted to equal the
Exercise Price multiplied by a fraction, the numerator of which is the number of
Units for which this Warrant is exercisable immediately prior to the adjustment
and the denominator of which is the number of Units for which this Warrant is
exercisable immediately after such adjustment.

     5.3      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 or property issuable upon
exercise or conversion of this Warrant, (i) Holder shall be entitled to receive,
upon exercise or conversion of this Warrant, the number and kind of securities
or property that Holder would have received if this Warrant had been exercised
immediately before such reclassification, exchange, substitution, or other
event; and (ii) 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 Section 5.2 including,
without limitation, adjustments to the Exercise Price and to the number of
securities or property issuable upon exercise of the new

<PAGE>

Warrant. The provisions of this Section 5.3 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.

     5.4      Organic Change. If all or any portion of this Warrant shall be
              --------------
exercised subsequent to any merger, consolidation, exchange of securities,
reorganization or liquidation of the Company or other similar event, as a result
of which (i) the Units shall be changed into the same or a different number of
securities of the same or another class or classes of securities of the Company
or another entity, or (ii) the Units shall be entitled to the distribution of
property of the Company as a result of liquidation of the Company, then the
Holder exercising this Warrant shall receive, for the aggregate price paid upon
such exercise, the aggregate number and class of securities, or the property, as
the case may be, which such Holder would have received if this Warrant, had been
exercised immediately prior to such merger, consolidation, exchange of
securities, reorganization or liquidation, or other similar event.

6.   Notices of Record  Date. In the event of any taking by the Company of a
     -----------------------
     record of its members for the purpose of determining members who are
     entitled to receive payment of any dividend or other distribution, any
     right to subscribe for, purchase or otherwise acquire any share of any
     class or any other securities or property, or to receive any other right,
     or for the purpose of determining member who are entitled to vote in
     connection with any proposed merger or consolidation of the Company with or
     into any other corporation, or any proposed sale, lease or conveyance of
     all or substantially all of the assets of the Company, or any proposed
     liquidation, dissolution or winding up of the Company, then, in connection
     with each such event, the Company shall mail to the Holder of this Warrant
     written notice to the extent and at such date as required by the Company's
     Operating Agreement and applicable law with respect to notice to members of
     such events of the date on which any such record is to be taken for the
     purpose of such dividend, distribution, right(s) or vote of the members.
     Each such written notice shall specify the amount and character of any such
     dividend, distribution or right(s), and shall set forth, in reasonable
     detail, the matter requiring any such vote of the members.

7.   Fractional Units. No fractional Units will be issued in connection with any
     ----------------
     exercise hereunder, but in lieu of such fractional Units the Company shall
     make a cash payment therefor based upon the per Unit fair market value of
     the Units on the date of exercise. The fair market value of a Unit shall be
     determined in the sole discretion of the Company's Chief Financial Officer.

8.   Compliance with Securities Act; Disposition of Warrant or Units.
         ---------------------------------------------------------------

     8.1      Compliance with Securities Act.  This Warrant is subject to the
              ------------------------------
following:

         Neither this Warrant nor the Warrant Units have been registered under
         the Securities Act or any state securities laws ("Blue Sky Laws"). This
         Warrant has been acquired for investment purposes and not with a view
         to distribution or resale and may not (directly or indirectly) be
         pledged, hypothecated, sold, made subject to a security interest, or
         otherwise transferred without (i) an effective registration statement
         for such Warrant under the Securities Act and such applicable Blue Sky
         Laws, or (ii) an opinion of counsel reasonably satisfactory to the
         Company that registration is not required under the Securities Act or
         under any applicable Blue Sky Laws. Transfer of the Warrant Units
         issued upon the exercise of this Warrant shall be restricted in the
         same manner and to the same extent as the Warrant and the Operating
         Agreement evidencing the Units shall bear substantially the following
         legend:

              THE UNITS REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
              ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
              OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT
              UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL
              HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION
              OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE 1933
              ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN
              CONNECTION WITH SUCH PROPOSED TRANSFER. THE UNITS REPRESENTED BY
              THIS OPERATING AGREEMENT HAVE BEEN ACQUIRED BY THE REGISTERED
              HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
              STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND STATUTORY
              EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS.


<PAGE>

         The Holder hereof and the Company agree to execute such other documents
         and instruments as counsel for the Company reasonably deems necessary
         to effect the compliance of the issuance of this Warrant and any
         Warrant Units issued upon exercise of this Warrant with applicable
         federal and state securities laws. In furtherance of the foregoing, the
         Holder represents and warrants:

                  (i)      The Holder has substantial experience in evaluating
                           and investing in private placement transactions of
                           securities in companies similar to the Company so
                           that the Holder is capable of evaluating the merits
                           and risks of its investment in the Company and has
                           the capacity to protect its own interests;

                  (ii)     The Holder is acquiring this Warrant, and will
                           acquire the Warrant Units, for investment for its own
                           account and not with a view to, or for resale in
                           connection with, any distribution thereof. The Holder
                           understands that this Warrant has not been, and the
                           Warrant Units will not be, registered under the
                           Securities Act or any Blue Sky Laws by reason of
                           exemptions from the registration provisions of the
                           Securities Act and such Blue Sky Laws that depend
                           upon, among other things, the bona fide nature of the
                           investment intent and the accuracy of the Holder's
                           representations;

                  (iii)    The Holder is familiar with the provisions of Rule
                           144 under the 1933 Act which permits the limited
                           resale of restricted securities, subject to the
                           satisfaction of certain conditions; and

                  (iv)     The Holder has had an opportunity to discuss the
                           Company's business, management and financial affairs
                           with the Company's management and the opportunity to
                           review the Company's facilities. The Holder has also
                           had an opportunity to ask questions of officers of
                           the Company, which were answered to Holder's
                           satisfaction.

     8.2      Disposition of Warrant and Units. With respect to any offer, sale
              --------------------------------
              or other disposition of this Warrant or any Units acquired
              pursuant to the exercise of this Warrant prior to registration
              thereof, the Holder hereof and each subsequent Holder of this
              Warrant agrees to give written notice to the Company prior
              thereto, describing briefly the manner thereof, together with a
              written opinion of such Holder's counsel, reasonably acceptable
              to the Company, if requested by the Company, to the effect that
              such offer, sale or other disposition may be effected without
              registration or qualification (under the Securities Act as then
              in effect or any federal or state law then in effect) of this
              Warrant or such Units and indicating whether or not under the
              Securities Act this Warrant or such Units to be sold or otherwise
              disposed of require any restrictive legend as to applicable
              restrictions on transferability in order to insure compliance
              with the Securities Act. Each certificate representing this
              Warrant or the Units thus transferred shall bear a legend as to
              the applicable restrictions on transferability in order to insure
              compliance with the Securities Act unless, in the aforesaid
              opinion of counsel for the Holder, such legend is not required in
              order to insure compliance with the Securities Act. Any transfer
              of this Warrant and/or the Units shall be made in compliance with
              this Warrant and the Operating Agreement, as applicable.

     8.3      Transferability of Warrant. This Warrant shall not be transferred
              --------------------------
              or assigned, in whole or in part, by Holder without the prior
              written consent of the Company. Notwithstanding the immediately
              preceding sentence, the Holder may transfer and assign its rights
              under this Warrant to an Affiliate (defined below) and such
              transfer and assignment shall be effective upon Holder promptly
              providing notice of same to the Company. As used herein,
              "Affiliate" shall means any entity or entities which directly or
              indirectly control or are controlled by Holder, where for the
              purposes of this definition, control means ownership of 50% or
              more of that entity's voting securities.

9.   Rights as Members; Information.
     ------------------------------

     9.1.     Member Rights. No Holder of this Warrant, as such, shall be
              -------------
              entitled to receive distributions, to have company profits or
              losses allocated to it, vote upon any matter submitted to members
              at any meeting thereof, or to receive notice of meetings, or be
              deemed the Holder of Units until this Warrant shall have been
              exercised and the Units purchasable upon such exercise shall have
              become deliverable, as provided herein.


     9.2.     Financial  Statements  and  Information.  The  Company  shall
              ---------------------------------------
              deliver to the Holder (i) sixty (60) days after the end of the
              fiscal year of the Company (commencing after the fiscal year
              ending on December 31, 2002), an

<PAGE>

              unaudited, consolidated balance sheet of the Company as of the
              end of such year and an unaudited, consolidated statement of
              income, cash flows and members' equity for such year, which
              year-end financial reports shall be in reasonable detail and
              certified by the Company's President, and (ii) within thirty (30)
              days after the end of each fiscal quarter (other than the last
              fiscal quarter) (commencing after the fiscal quarter ending on
              March 31, 2002), unaudited, consolidated statements of income and
              cash flows for such quarter and an unaudited, consolidated
              balance sheet as of the end of such quarter, certified by the
              Company's President.


10.  Modification and Waiver. This Warrant and any provision hereof may be
     -----------------------
     changed, waived, discharged or terminated only by an instrument in writing
     signed by the party against which enforcement of the same is sought.

11.  Notices. Any notice, request or other document required or permitted to be
     -------
     given or delivered to the Holder hereof or the Company shall be in writing
     and shall be delivered or sent to each such Holder at its address as shown
     on the books of the Company or to the Company at the address indicated
     therefor on the signature page of this Warrant and shall be deemed received
     by the Holder upon personal delivery, or upon delivery by overnight courier
     or three days following deposit in the U.S. mail (sent registered or
     certified and postage prepaid).


12.  Binding Effect on Successors. This Warrant shall be binding upon any
     ----------------------------
     corporation succeeding the Company by reorganization, merger, consolidation
     or acquisition of all or substantially all of the Company's assets. All of
     the obligations of the Company relating to the Units shall survive the
     exercise and termination of this Warrant. All of the covenants and
     agreements of the Company shall inure to the benefit of the successors and
     assigns of the Holder hereof. The Company will, at the time of the exercise
     of this Warrant, in whole or in part, upon request of the Holder hereof but
     at the Company's expense, acknowledge in writing its continuing obligation
     to the Holder hereof in respect of any rights to which the Holder hereof
     shall continue to be entitled after such exercise in accordance with this
     Warrant; provided, that the failure of the Holder hereof to make any such
     request shall not affect the continuing obligation of the Company to the
     Holder hereof in respect of such rights.

13.  Lost Warrant. The Company covenants to the Holder hereof that upon receipt
     ------------
     of evidence reasonably satisfactory to the Company of the loss, theft,
     destruction, or mutilation of this Warrant or any certificate for a Unit
     issued upon exercise thereof and, in the case of any such loss, theft or
     destruction, upon receipt of an indemnity reasonably satisfactory to the
     Company, or in the case of any such mutilation upon surrender and
     cancellation of such Warrant or Unit certificate, the Company shall make
     and deliver a new Warrant or Unit certificate, of like tenor, in lieu of
     the lost, stolen, destroyed or mutilated Warrant or Unit certificate.

14.  Descriptive  Headings. The descriptive  headings of the several  paragraphs
     ---------------------
     of this Warrant are inserted for convenience only and do not constitute a
     part of this Warrant.

15.  Governing  Law. THIS WARRANT  SHALL BE CONSTRUED  AND ENFORCED IN
     --------------
     ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
     LAWS OF THE STATE OF GEORGIA.

Date:  January 8, 2002                         ICONQUEST, LLC

                                               By:
                                                  ------------------------------
                                                  Alan D. Sloan, Manager
ACCEPTED:

MEDIABIN, INC.

By:
     ----------------------------
     David P. Moran, CEO

Address:
-------
7 Piedmont Center Suite 600
3525 Piedmont Road
Atlanta, GA 30305

<PAGE>

EXHIBIT A-1


NOTICE OF EXERCISE
------------------

To:  ICONQUEST, LLC
     (Company Name)

     1.  The undersigned hereby elects to purchase __________ Units of the
Company pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price of such Units in full

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

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

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

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

     3.  The undersigned represents that the aforesaid Units being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such Units.


--------------                   -----------------------------------------------
    (Date)                                       (Holder Name)

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



<PAGE>

EXHIBIT A-2


NOTICE OF EXERCISE
------------------

To:  ICONQUEST, LLC
     (Company Name)

     1.  Contingent upon and effective immediately prior to the closing (the
"Closing") of the Company's public offering contemplated by the Registration
Statement on Form S-___, filed on ____________, 200_, the undersigned hereby
elects to purchase __________ Units of the Company (or such lesser number of
Units as may be sold on behalf of the undersigned at the Closing) pursuant to
the terms of the attached Warrant; or

     2.  Please deliver to the custodian for the selling members/shareholders an
Operating Agreement or stock certificate representing such __________ Units.

     3.  The undersigned has instructed the custodian for the selling
members/shareholders to deliver to the Company $__________ or, if less, the net
proceeds due the undersigned from the sale of Units in the aforesaid public
offering. If such net proceeds are less than the purchase price for such Units,
the undersigned agrees to deliver the difference to the Company prior to the
Closing.


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     (Date)                                      (Holder Name)

                                 By:
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                                    Name:
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                                    Title:
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