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                                                                   Exhibit 10.10


         WARRANT TO PURCHASE 50,000
         SHARES OF COMMON STOCK

                              SELLING AGENT WARRANT

                              Dated: July 31, 1998

         THIS CERTIFIES THAT PITTSFORD CAPITAL MARKETS, INC. (herein sometimes
called the "Holder") is entitled to purchase from MONTANA MILLS BREAD COMPANY,
INC., a Delaware corporation (the "Company"), at $.50 per share and during the
period hereinafter specified, up to 50,000 shares of the Common Stock, $.001 par
value, of the Company (the "Common Stock"). This Selling Agent Warrant (this
"Warrant") is issued pursuant to a Selling Agent Agreement between the Company
and Pittsford Capital Markets, Inc. (the "Selling Agent"), in connection with a
private placement (the "Offering"), of 312,500 shares of Convertible Series A
Preferred Stock, in consideration of $5.00 received by the Company for this
Warrant. Except as otherwise expressly provided herein, the shares of Common
Stock issued upon exercise of this Warrant shall bear the same terms and
conditions described under the caption "Description Of The Securities" in the
Company's Private Placement Memorandum dated June 10, 1998 (the "Memorandum"),
except that (i) the Holder shall have the registration rights under the
Securities Act of 1933, as amended (the "Act"), for this Warrant and the Common
Stock, as more fully described in Section 6. Each certificate evidencing the
Registrable Securities (as hereinafter defined) shall bear the appropriate
restrictive legend set forth below, except that any such certificate shall not
bear such restrictive legend if (a) it is transferred pursuant to an effective
registration statement under the Act or in compliance with Rule 144 or 144A
promulgated under the Act, or (b) the Company is provided with an opinion of
counsel reasonably satisfactory to the Company to the effect that such legend is
not required in order to establish compliance with the provisions of the Act:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE
                  SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
                  EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE SELLING
                  AGENT WARRANT COVERING REGISTRATION RIGHTS PERTAINING TO THESE
                  SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT
                  NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF
                  THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE OFFICE
                  OF THE COMPANY AT ROCHESTER, NEW YORK."

Unless the context otherwise requires, all references herein to a "Section"
shall mean the appropriate Section of this Warrant.

         1. EXERCISE PRICE AND PERIOD. The rights represented by this Warrant
shall be exercised at the price and during the periods set forth below:


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            (a) Between July 31, 2998 and July 30, 2003 (the "Expiration Date")
inclusive, the Holder shall have the right to purchase hereunder: (i) shares of
Common Stock at a price of $.50 per share (the "Share Exercise Price").

            (b) After the Expiration Date, the Holder shall have no right to
purchase any shares of Common tock hereunder.

         2. EXERCISE. The rights represented by this Warrant may be exercised,
in whole or in part (with respect to shares of Common Stock, by the Holder at
any time within the period specified in Section 1 by: (a) surrender of this
Warrant for cancellation (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or at such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company); (b)
payment to the Company at the Exercise Price for the number of shares of Common
Stock specified in the such purchase form, together with the amount of
applicable stock transfer taxes, if any; and (c) delivery to the Company of a
duly executed agreement signed by the person(s) designated in the purchase form
to the effect that such person(s) agree(s) to be bound by all of the terms and
conditions of this Warrant, including without limitation the provisions of
Sections 6 and 7. This Warrant shall be deemed to have been exercised, in whole
or in part to the extent specified, immediately prior to the close of business
on the date on which all of the provisions of this Section 2 are satisfied, and
the person(s) designated in the purchase form shall become the holder(s) of
record of the shares of Common Stock issuable upon such exercise at that time
and date. The certificates representing the shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, not exceeding fifteen
business days, after this Warrant shall have been so exercised.

         3. TRANSFER OF WARRANT.

            (a) Prior to the Expiration Date, this Warrant shall be freely
transferable, in whole or in part, subject to the other terms and conditions
hereof and to compliance with applicable Federal and state securities laws;
provided, however, that this Warrant shall be immediately exercised upon any
such transfer to any person or entity that is not a shareholder, director or
officer of the Holder and that if this Warrant is not so exercised, upon a
transfer to any person or entity which is not a shareholder, director or officer
of the Holder, that this Warrant shall immediately lapse.

            (b) Any transfer of this Warrant permitted by this Section 3 shall
be effected by: (i) surrender of this Warrant for cancellation (with the
assignment form at the end hereof properly executed) at the office or agency of
the Company referred to in Section 2; (ii) delivery of a certificate (signed, if
the Holder is a corporation or partnership, by an authorized officer or partner
thereof), stating that each transferee designated in the assignment form is a
permitted transferee under this Section 3; and (iii) delivery of an opinion of
counsel stating that the proposed transfer may be made without registration or
qualification under applicable Federal or state securities laws. This Warrant
shall be deemed to have been transferred, in whole or in part to the extent
specified, immediately prior to the close of business on the date the provisions
of this Section 3(b) are satisfied, and the transferee(s) designated in the
assignment form shall become the holder(s) of record at that time and date. The
Company shall issue, in the name(s) of the designated transferee(s) (including
the Holder if this Warrant has been transferred in part) a new Warrant or
Warrants of like tenor and representing, in the aggregate, rights to purchase
the same number of shares of Common Stock as are then purchasable under this
Warrant. Such new


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Warrant or Warrants shall be delivered to the record holder(s) thereof within a
reasonable time, not exceeding fifteen business days, after the rights
represented by this Warrant shall have been so transferred. As used herein
(unless the context otherwise requires), the term "Holder" shall include each
such transferee, and the term "Warrant" shall include each such transferred
Warrant.

         4. COVENANTS OF THE COMPANY. The Company covenants and agrees that all
shares of Common Stock which may be issued upon exercise of this Warrant shall,
upon issuance in accordance with the terms hereof, be duly and validly issued,
fully paid and non-assessable, with no personal liability attaching to the
Holder thereof. The Company further covenants and agrees that within a
reasonable amount of time subsequent to the period within which this Warrant may
be exercised, the Company shall have authorized and reserved a sufficient number
of shares of Common Stock for issuance upon exercise of this Warrant.

         5. SHAREHOLDERS' RIGHTS. This Warrant shall not entitle the Holder to
any voting rights as a shareholder of the Company.

         6. REGISTRATION RIGHTS.

            (a) CERTAIN DEFINITIONS. As used herein, the term:

                (i) "Registrable Securities" shall mean this Warrant and/or the
shares of Common Stock issued or issuable upon exercise of this Warrant, as the
same shall be so designated by the Holder.

                (ii) "50% Holder" shall mean the Holder(s) of at least 50
percent of the total number of shares of Common Stock comprising the Registrable
Securities (whether or not this Warrant has been exercised), and shall include
any Holder or combination of Holders.

            (b) "PIGGYBACK" REGISTRATION. From the date hereof until the
Expiration Date, the Company shall advise the Holder, whether the Holder holds
this Warrant or has exercised this Warrant and holds any of the Common Stock, by
written notice at least four weeks prior to the filing of any Registration
Statement under the Securities Act of 1933, as amended, (other than a
Registration Statement relating to an initial public offering of securities of
the Company or a Registration Statement on Form S-8 or its counterpart),
covering any securities of the Company, whether for its own account or for the
account of others, and shall, upon the request of the Holder, include in any
such Registration Statement such information as may be required to permit a
public offering of any or all of the Registrable Securities of the Holder, all
at no expense whatsoever to the Holder, except that each Holders whose
Registrable Securities are included in such registration shall bear the fees of
its own counsel and any underwriting discounts or commissions applicable to the
Registrable Securities sold by it. In the event the Holder includes the
Registrable Securities in such registration statement, the Holder agrees to
execute such lock-up agreements which may be requested by the Company's
underwriters. In no event will the registration rights granted by this section
apply to an initial public offering of any securities of the Company.

            (c) FURTHER RIGHTS. The registration rights provided by this Section
6 may be exercised by the Holder either prior or subsequent to its exercise of
this Warrant.


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            (d) FURTHER OBLIGATIONS OF COMPANY. With respect to all
registrations under this Section 6, the Company shall: (i) supply prospectuses
and such other documents as the Holder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities;
and (ii) do any and all other acts and things which may be necessary or
desirable to enable the Holder to consummate the public sale or other
disposition of the Registrable Securities.

         7. INDEMNIFICATION.

            (a) INDEMNIFICATION BY THE COMPANY. As used in this Section 7, the
term "Liabilities" shall mean any and all losses, claims, damages and
liabilities, and actions and proceedings in respect thereof, including without
limitation all reasonable costs of defense and investigation and all attorneys'
fees. If and when, pursuant to Section 6, a Registration Statement relating to
any Registrable Securities is filed under the Act, or amended or supplemented,
the Company shall indemnify and hold harmless each Holder of Registrable
Securities included in such registration statement, amendment or supplement
(each, a "Distributing Holder"), and each person (if any) who controls (within
the meaning of the Act) the Distributing Holder, and each underwriter (within
the meaning of the Act) of such Registrable Securities, and each person (if any)
who controls (within the meaning of the Act) any such underwriter, from and
against all Liabilities, joint or several, to which the Distributing Holder or
any such controlling person or underwriter may become subject, under the Act or
otherwise, insofar as such Liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any such
registration statement, or any preliminary prospectus or final prospectus
constituting a part thereof, or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Company shall not be liable
in any such case to the extent that any such Liabilities arise out of or are
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, preliminary prospectus,
final prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished by such Distributing Holder or by
any other Distributing Holder for use in the preparation thereof. The foregoing
indemnity shall be in addition to any other liability which the Company may
otherwise have.

            (b) INDEMNIFICATION BY HOLDER. The Distributing Holder(s) shall
indemnify and hold harmless the Company, and each of its directors, each nominee
(if any) named in any preliminary prospectus or final prospectus constituting a
part of such registration statement, each of its officers who have signed such
registration statement and such amendments or supplements thereto, and each
person (if any) who controls the Company (within the meaning of the Act) against
all Liabilities, joint or several, to which the Company or any such director,
nominee, officer or controlling person may become subject, under the Act or
otherwise, insofar as such Liabilities arise out of or are based upon any untrue
or alleged untrue statement of any material fact contained in such registration
statement, preliminary prospectus, final prospectus, or amendment or supplement
thereto, or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent that such Liabilities arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, preliminary prospectus, final prospectus or
amendment or supplement thereto in reliance upon and in conformity with written



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information furnished by such Distributing Holder(s) for use in the preparation
thereof. The foregoing indemnity shall be in addition to any other liability
which the Distributing Holder(s) may otherwise have.

            (c) PROCEDURE. Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 7. In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

            (d) LIMITATION. Notwithstanding the foregoing, if the Registrable
Securities are to be distributed by means of an underwritten public offering, to
the extent that the provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with such underwriting are
in conflict with the provisions of this Section 7, the provisions of such
underwriting agreement shall be controlling, provided that the Holder is a party
to such underwriting agreement.

         8. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without reference to such
State's laws regarding the conflict of laws.

         9. AMENDMENT OR WAIVER. Any provision of this Warrant may be amended,
waived or modified upon the written consent of the Company and any 50% Holder;
provided, however, that such amendment, waiver or modification applies by its
terms to each Holder; and provided further, that a Holder may waive any of its
rights or the Company's obligations to such Holder without obtaining the consent
of any other Holder.

         IN WITNESS WHEREOF, MONTANA MILLS BREAD CO., INC. has caused this
Selling Agent Warrant to be signed by its duly authorized officer and to be
dated as of the date set forth on the first page hereof.

                  MONTANA MILLS BREAD CO., INC.


                  By: /s/Eugene O'Donovan
                      -------------------------
                     NAME: EUGENE O'DONOVAN
                     TITLE: PRESIDENT




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                                  PURCHASE FORM

                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

         The undersigned, the Holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder ___ shares of Common Stock, $.001 par value, of
MONTANA MILLS BREAD CO., INC. (the "Company") and (i) herewith makes payment of
an aggregate of $________ therefor to the extent of ____ shares of Common Stock
of the Company. The undersigned requests that the certificates for the shares of
such Common Stock be issued in the name(s) of, and delivered to, the person(s)
whose name(s) and address(es) are set forth below:

Dated:
      ------------------------------


                                     Name:
                                     -------------------------------------------


                                     -------------------------------------------
                                     Address:


Signatures guaranteed by:


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Taxpayer Identification Number:


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                                  TRANSFER FORM

                  (TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto ____________________ the right to purchase shares of the Common
Stock, $.001 par value per share, of MONTANA MILLS BREAD CO., INC. (the
"Company") represented by the foregoing Warrant to the extent of ___ shares of
Common Stock and appoints ________________ attorney to transfer such rights o
the books of the Company, with full power of substitution in the premises.

Dated:
              ---------------------


                                       Name:
                                       -----------------------------------------


                                       -----------------------------------------
                                       Address:


Signatures guaranteed by:


-----------------------------------


Taxpayer Identification Number:


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