Exhibit 10.10
                                 -------------


2,000,000 Common Shares                                            Warrant No. 1

                                     WARRANT

                 to Purchase 2,000,000 Shares of Common Stock of

                            CCC GlobalCom Corporation

         THIS CERTIFIES THAT, for value  received,  RFC CAPITAL  CORPORATION,  a
corporation organized and existing under the laws of the State of Delaware,  and
its assigns (the  "Warrantholder")  is entitled to purchase  from CCC  GlobalCom
Corporation, a corporation organized and existing under the laws of the State of
Nevada (the "Company"), at any time on or before 5:00 P.M. Eastern Standard Time
on the Final Exercise Date,  2,000,000  shares of Common Stock, par value $0.001
per share,  of the Company for a per share  purchase price equal to the Purchase
Price (as hereinafter  defined) in lawful money of the United States of America.
The number of shares of Common Stock which may be purchased  hereunder,  and the
Purchase Price therefor,  are subject the terms and conditions and to adjustment
as provided in this Warrant.

         Section 1. Definitions.  For all purposes of this Warrant the following
terms shall have the meanings indicated:

         "Aggregate Purchase Price" means $2,000,000.

         "Affiliate"  of any Person means (i) any Person  directly or indirectly
controlling,  controlled by or under common control,  whether through ownership,
agreement or otherwise, with such Person, (ii) any Person owning beneficially or
of  record  10%  or  more  of the  outstanding  voting  securities,  partnership
interests,  or other  ownership  interests  of such  Person,  (iii) any officer,
director,  trustee,  general partner, or Person in a similar capacity in or with
the  management of such Person,  and (iv) any Person owning  beneficially  or of
record 10% or more of the outstanding voting securities,  partnership  interests
or other ownership interests, or any officer, director, trustee, general partner
or  Person  in a  similar  capacity  in or with  the  management  of any  Person
described in clauses (ii) or (iii) above.

         "Amended  and  Restated  Loan and  Security  Agreement"  shall mean the
Second Amended and Restated Loan and Security  Agreement,  among the Company, as
guarantor, the Warrantholder and Ciera Network Systems, Inc., as borrower, dated
as of December 31, 2002.

         "Commission" shall mean the Securities and Exchange Commission,  or any
other Federal agency then  administering  the Securities Act and/or the Exchange
Act.

         "Common  Stock" shall mean the Common  Stock of the Company,  par value
$0.001 per share.

         "Company" shall mean CCC GlobalCom Corporation, a corporation organized
and existing under the laws of the State of Nevada,  and any  corporation  which
shall succeed to, or assume, the obligations of said corporation hereunder.

                                       1
<PAGE>

         "Convertible  Securities"  shall have the  meaning set forth in Section
6(d)(ii)(B).

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar Federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

         "Exempt  Transaction" shall mean a transaction  involving the offer and
sale by the Company of Common Stock or Convertible  Securities to a Person other
than an Affiliate of the Company.

         "Exercise  Date" shall mean any date on or after the dates set forth in
the schedule in Section 3(b) hereof.

                  "Final Exercise Date" shall mean December 31, 2012.

         "Initial Purchase Price" shall mean $1.00 per share of Common Stock.

         "Person" means any individual,  limited liability company, partnership,
corporation, trust, or other entity.

         "Purchase  Price" shall mean the Initial  Purchase  Price or, after the
first  adjustment  pursuant to the  provisions  hereof,  the "Adjusted  Purchase
Price",  as defined in Section  6(d) and as adjusted  and in effect from time to
time pursuant to the provisions hereof, times the number of Warrant Shares being
purchased.

         "Securities  Act" shall mean the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

         "Transfer"  shall  include any  disposition  of any Warrants or Warrant
Shares,  or of any  interest in either  thereof,  which would  constitute a sale
thereof within the meaning of the Securities Act.

         "Warrant"  shall mean this  Warrant,  evidencing  the right to purchase
initially an aggregate of the number of shares of Common Stock referenced on the
cover page of this  Warrant,  and all Warrants  issued in exchange,  transfer or
replacement thereof.

         "Warrantholder"  shall  mean the  registered  holder or holders of this
Warrant and any related Warrant Shares.

         "Warrant  Shares"  shall mean the shares of Common  Stock  purchased or
purchasable  by the  registered  holder(s)  of this  Warrant  upon the  exercise
thereof  pursuant  to  Section 3 and all  additional  shares  issued in  respect
thereof.

         All  capitalized  terms used in this  Warrant  which are not defined in
Section 1 or in the Amended and Restated Loan and Security Agreement, shall have
the respective meanings ascribed thereto elsewhere in this Warrant.

                                       2
<PAGE>

         Section 2. Initial Number of Warrant Shares; Purchase Price.

         The initial  number of shares of Common  Stock which the  Warrantholder
shall  have the  right to  purchase  is  2,000,000,  subject  to the  terms  and
conditions and to adjustment as provided herein.  Upon exercise of this Warrant,
the Warrantholder shall pay the Purchase Price as provided in Section 3.

         Section 3. Method of Exercise.

         (a) General  Provisions;  Warrant  Consideration.  Subject to the terms
herein after set forth,  this Warrant is exercisable at any time, in whole or in
part,  with  respect  to the  number of shares of Common  Stock set forth on the
cover page of this Warrant, adjusted as provided in this Warrant. The Company is
the parent of Ciera Network  Systems,  Inc. (the  "Borrower") and has guaranteed
the prompt payment of  obligations  and  indebtedness  of the Borrower under the
Amended and  Restated  Loan and  Security  Agreement.  The  Company  will derive
significant  benefits from any reduction in the amount  outstanding and owing by
the Borrower  under the Amended and Restated  Loan and Security  Agreement.  The
Company acknowledges and agrees that the advances made to the Borrower under the
Amended  and  Restated  Loan  and  Security  Agreement  are  fair  and  adequate
consideration  for the  issuance of this Warrant and, to the extent the exercise
of this  Warrant is  effected  through a reduction  of the amounts  owing by the
Borrower  under the Amended  and  Restated  Loan and  Security  Agreement,  such
reduction  shall be deemed fair and adequate  consideration  for the issuance of
the  Warrant  Shares  in  connection  with  any  such  reduction  in  the  loans
outstanding thereunder.

         (b)  Exercise  of  Warrant.  This  Warrant  may  be  exercised  by  the
Warrantholder for a number of Warrant Shares not to exceed the number of Warrant
Shares indicated below at any time on or after the applicable  Exercise Date for
the  Purchase  Price  corresponding   thereto,  in  each  case  subject  to  any
adjustments  set forth  elsewhere  in this  Warrant  as to the number of Warrant
Shares  deliverable  and the  corresponding  Purchase  Price  payable  as of any
applicable Exercise Date:

Exercise Dates     Shares Deliverable on or after       Initial Purchase Price
                   Exercise Dates
March 7, 2003      1,000,000                            $1,000,000
March 7, 2004      1,000,000                            $1,000,000

         Upon the  Warrantholder's  exercise  of its right to  purchase  Warrant
Shares  hereunder from time to time,  the Company shall promptly  deliver to the
Warrantholder,  in exchange for this Warrant,  a certificate  representing  that
number of shares of Common Stock that the  Warrantholder has elected to purchase
under this Section 3(b) and a new Warrant evidencing the unexercised  portion of
this Warrant.

         (c) Payment of Purchase Price;  Optional  Exercise.  The  Warrantholder
shall  have no  obligation  to  exercise  this  Warrant,  but in the  event  the
Warrantholder  elects to do so in its sole discretion,  the Purchase Price shall
be paid,  as the  Warrantholder  may elect,  by (i) cash or a bank  certified or
cashier's  check in an  amount  equal  to the  aggregate  Purchase  Price of the
Warrant Shares being purchased,  or (ii) by reducing the outstanding balance due

                                       3
<PAGE>

Warrantholder with respect to Term Loans (as defined in the Amended and Restated
Loan and Security Agreement) in such order as the Warrantholder may elect, by an
amount  equal to the  aggregate  Purchase  Price  of the  Warrant  Shares  being
purchased, or (iii) any combination of 3(c)(i) and 3(c)(ii).

         (d) Actions upon Exercise.  If this Warrant is exercised at any time or
times, in whole or part, in each instance the  Warrantholder  shall complete the
Subscription  Form attached hereto,  and deliver this Warrant,  the Subscription
Form and the Purchase Price to the Company. In the event of payment by cash or a
bank certified or cashier's check,  payment shall be sent to the Company at 1250
Wood Branch  Park Drive,  First  Floor,  Houston,  Texas 77079 (or at such other
location as the Company may designate by notice in writing to the holder of this
Warrant). Upon receipt by the Company of the Subscription Form, this Warrant and
the Purchase Price, the Warrantholder  shall be deemed a holder of record of the
shares of Common Stock  specified  in said  Subscription  Form,  and the Company
shall,  as promptly as  practicable,  and in any event  within 10 business  days
thereafter,  execute and deliver to such holder a  certificate  or  certificates
representing  the aggregate  number of shares of Common Stock  specified in said
Subscription Form. Each certificate so delivered shall be registered in the name
of such holder or such other name as shall be  designated  by such  holder.  The
Company  shall pay all  expenses,  transfer and similar  taxes and other charges
payable  in  connection  with  the   preparation,   execution  and  delivery  of
certificates  pursuant to this Section,  except that, in case such  certificates
shall be  registered  in a name or names  other than the name of the  registered
holder of this Warrant,  funds  sufficient to pay all stock transfer taxes which
shall  be  payable  upon the  execution  and  delivery  of such  certificate  or
certificates shall be paid by the registered holder hereof to the Company at the
time of delivering this Warrant to the Company as mentioned above.

         (e) Warrant Share Legend.  The  certificates  representing  the Warrant
Shares  issued  upon  exercise  of  this  Warrant  shall  not  bear  any  legend
restricting the transfer of the Warrant Shares, except as required by law.

         (f)  Character of Warrant  Shares.  All Warrant  Shares issued upon the
exercise of this  Warrant  shall be  registered  under the  Securities  Act in a
manner that will make the Warrant Shares transferable without  restriction.  All
Warrant  Shares  issued  upon  the  exercise  of  this  Warrant  shall  be  duly
authorized,  validly issued, fully paid and nonassessable;  and without limiting
the generality of the foregoing,  the Company  covenants and agrees that it will
from time to time take all such  action as may be  requisite  to assure that the
par value,  if any,  per share of Common  Stock is at all times equal to or less
than the then effective Purchase Price per share.

         Section 4. Ownership and Replacement.

         (a)  Ownership  of this  Warrant.  The  Company  may deem and treat the
person in whose name this Warrant is  registered  as the holder and owner hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration or transfer
as provided in this Section 4.

                                       4
<PAGE>

         (b) Exchange and  Replacement.  This Warrant is  exchangeable  upon the
surrender hereof by the registered holder to the Company at its office described
in  Section  3, for new  Warrants  of like  tenor and date  representing  in the
aggregate  the right to  purchase  the  number  of  Warrant  Shares  that may be
purchased  hereunder,  each of such  new  Warrants  to  represent  the  right to
purchase such number of shares as shall be designated by said registered  holder
at the time of surrender. Subject to compliance with Section 5, this Warrant and
all rights  hereunder are transferable in whole or in part upon the books of the
Company  by the  registered  holder  hereof  in  person  or by  duly  authorized
attorney,  and a new Warrant shall be made and delivered by the Company,  of the
same  tenor  and  date  as  this  Warrant  but  registered  in the  name  of the
transferee, upon surrender of this Warrant, duly endorsed, to said office of the
Company.  Upon receipt by the Company of evidence reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of this Warrant,  and, in case of
loss, theft or destruction,  of an indemnity letter (reasonably  satisfactory to
the Company) of an  institutional  holder of this Warrant or in other cases,  of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and  cancellation  of this  Warrant,  if  mutilated,  the Company  will make and
deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall
be promptly  cancelled by the Company upon the  surrender  hereof in  connection
with any exchange, transfer or replacement.  The Company shall pay all expenses,
taxes (other than stock transfer  taxes) and other charges payable in connection
with the  preparation,  execution  and  delivery  of  Warrants  pursuant to this
Section 4.

         Section 5. Warrant  Shares  Registered.  The Company  acknowledges  and
agrees that Warrant  Shares  issued upon any  exercise of this Warrant  shall be
registered  under the Securities Act so that they are freely  transferable  upon
exercise of this Warrant.

         Section 6. Adjustment of Number of Shares and Purchase Price.

         (a) Adjustments for Stock  Dividends,  Stock Splits or Consolidation or
Combination of Shares. In the event of any increase or decrease in the number of
the  issued  shares of the  Common  Stock by reason of a stock  dividend,  stock
split,  reverse stock split or  consolidation  or  combination of shares and the
like at any time or from  time to time  after  the  date  hereof  such  that the
holders of the Common Stock shall have had an adjustment  made,  without payment
therefor,  in the number of shares of the Common  Stock  owned by them or, on or
after the record  date fixed for the  determination  of  eligible  stockholders,
shall have become  entitled or  required to have had an  adjustment  made in the
number of shares of the Common Stock owned by them,  without  payment  therefor,
there  shall be a  corresponding  adjustment  as to the  number of shares of the
Common Stock  issuable upon exercise of this Warrant (and to the Purchase  Price
under this  Warrant)  with the  result  that the  Warrantholder's  proportionate
interest  in the issued and  outstanding  Common  Stock shall be  maintained  as
before the  occurrence  of such event without  change in the Aggregate  Purchase
Price.

         (b) Adjustments for Recapitalization,  Reclassification, Reorganization
or Other Like Capital Transactions or for Merger and Consolidation. In the event
the Company (or any other  corporation the securities of which are receivable at
the time upon exercise of the Warrant) shall effect a plan of  recapitalization,
reclassification,  reorganization  or other like  capital  transaction  or shall
merge  or  consolidate  with  or  into  another  corporation  or  convey  all or

                                       5
<PAGE>

substantially all of its assets to another  corporation at any time or from time
to time on or after the date  hereof,  then in each such case the  Warrantholder
upon the  exercise of this  Warrant at any time after the  consummation  of such
recapitalization,   reclassification,   reorganization  or  other  like  capital
transaction or of such merger,  consolidation or conveyance shall be entitled to
receive (in lieu of the securities or other property to which the  Warrantholder
would have been entitled to receive upon exercise  prior to such  consummation),
the  securities  or other  property to which the  Warrantholder  would have been
entitled to have received upon  consummation  of the subject  transaction if the
Warrantholder had exercised this Warrant  immediately prior to such consummation
without  adjustment to the Aggregate  Purchase  Price and all subject to further
adjustment as provided in this Warrant.

         (c) Adjustments for Other Dividends and  Distributions.  If at any time
or from time to time after the date hereof, the Company pays a dividend or makes
any other  distribution  of any kind to the holders of the Common Stock in their
capacity as such payable in  securities  or other  property of the Company other
than shares of Common Stock,  then in each such event provision shall be made so
that the Warrantholder shall receive on exercise of this Warrant, in addition to
the number of shares of Common Stock  receivable upon such exercise,  the amount
of securities or other property of the Company that the Warrantholder would have
received had it exercised  this Warrant on the record date for  determining  the
holders of Common Stock entitled to receive such dividend or other  distribution
and had the Warrantholder thereafter, during the period from such record date to
and including any applicable Exercise Date, retained such securities  receivable
by it during such period,  subject to all other adjustments required during such
period under this Warrant  with  respect to the rights of the  Warrantholder  or
with respect to such other securities by their terms.

         (d)  Adjustment for Issue or Sale of Common Stock at Less Than Adjusted
Purchase Price.

              (i)  General.  In case at any time or from time to time  after the
date of this Warrant, the Company shall issue or sell shares of its Common Stock
without consideration or, in a transaction other than an Exempt Transaction, for
a consideration  per share less than the Adjusted  Purchase Price (as defined in
subdivision (A) of Section  6(d)(ii)) in effect  immediately prior to such issue
or sale,  then  and in each  such  case the  Adjusted  Purchase  Price  shall be
adjusted to reflect such issue or sale; and the holder of this Warrant, upon the
exercise  hereof,  shall be  entitled  to receive the number of shares of Common
Stock determined by multiplying the number of shares of Common Stock which would
otherwise  (but for the  provisions  of this Section 6(d)) be issuable upon such
exercise by the fraction of which (i) the  numerator  is the  Adjusted  Purchase
Price  immediately  prior to such issue or sale and (ii) the  denominator is the
Adjusted Purchase Price after giving effect to such issue or sale.

              (ii) Definitions, etc. For purposes of this Section 6(d):

                     (A) The Adjusted  Purchase Price per share of Common Stock,
              which  shall  be  adjusted  and  readjusted  from  time to time as
              provided in this Section 6(d) (and, as so adjusted or  readjusted,
              shall remain in effect until a further  adjustment or readjustment
              thereof is required by this  Section  6(d)),  shall (upon any such
              adjustment or  readjustment in connection with an issuance or sale
              subject to Section  6(d)(i)) be computed  (to the nearest  cent, a
              half cent being considered a full cent) by dividing (x) the sum of
              (i) the result  obtained  by  multiplying  the number of shares of

                                       6
<PAGE>

              Common Stock of the Company outstanding  immediately prior to such
              issue or sale subject to Section 6(d)(i) by the Adjusted  Purchase
              Price in effect  immediately  prior to such issue or sale and (ii)
              the consideration, if any, received by the Company upon such issue
              or sale by (y) the number of shares of Common Stock of the Company
              outstanding  immediately  after such issue or sale,  provided that
              (i)  prior to the  first  issue  or sale  referred  to in  Section
              6(d)(i) the Adjusted  Purchase  Price shall be the Purchase  Price
              and (ii) at no time shall the Adjusted  Purchase  Price exceed the
              Initial Purchase Price.

                     (B) The term  Convertible  Securities  shall mean any stock
              (other  than  Common  Stock)  or  other  securities   directly  or
              indirectly convertible into or exchangeable for Common Stock.

                     (C) The consideration received by the Company for any issue
              or sale of Common  Stock shall (i) insofar as it consists of cash,
              be  computed  at the net amount  thereof  received  by the Company
              after   deduction  of  any   underwriting   discounts  or  similar
              commissions,  compensation  or concessions  paid or allowed by the
              Company in connection  with such issue or sale; (ii) insofar as it
              consists  of  property  other than cash,  be  computed at the fair
              value  thereof  as  determined  in  good  faith  by the  Board  of
              Directors of the Company,  but in no event at more than the amount
              at which such property is recorded on the books of the Company for
              accounting  purposes;  and (iii) insofar as it is  attributable to
              the issue or sale of stock or other  securities or other assets of
              the Company other than Common Stock or Convertible Securities,  be
              allocated  in good faith by the Board of  Directors of the Company
              among such other stock, securities and assets and Common Stock and
              Convertible Securities.

                     (D) The date of the issue or sale of Common Stock  issuable
              upon the  exercise of any rights or options or the  conversion  or
              exchange of any Convertible  Securities  shall be deemed to be the
              date  of  issue  or  sale  of  such  rights  or  options  or  such
              Convertible  Securities,  or rights or options to  subscribe  for,
              purchase  or  otherwise   acquire  such  Convertible   Securities;
              provided  that  if a  record  of  the  holders  of  any  class  of
              securities  shall be  taken  for the  purpose  of  entitling  such
              holders to receive any dividend or other distribution  payable in,
              or any rights or options to subscribe  for,  purchase or otherwise
              acquire, Common Stock or Convertible  Securities,  the date of the
              issue or sale of any Common Stock  issuable in payment of any such
              dividend or other  distribution  or upon the  exercise of any such
              rights or  options,  or upon the  conversion  or  exchange  of any
              Convertible Securities so issuable, shall be deemed to be the date
              of such record.

                                       7
<PAGE>

                     (E)  The   shares  of  Common   Stock  from  time  to  time
              outstanding  shall be deemed  to  include  shares of Common  Stock
              issuable in respect of scrip  certificates  which have been issued
              in lieu of fractions of shares of Common  Stock,  or issuable upon
              the conversion or exchange of any Convertible  Securities issuable
              in respect of scrip certificates which have been issued in lieu of
              fractions of shares or other units of Convertible Securities,  and
              outstanding shares of Common Stock referred to in Section 6(d)(v),
              but  shall be  deemed to  exclude  shares  of Common  Stock in the
              treasury of the Company.

              (iii)  Adjustments for Stock  Dividends,  etc. In case the Company
shall  declare any dividend or make any other  distribution  on any stock of the
Company of any class,  payable in Common Stock or Convertible  Securities,  such
declaration  or  other  distribution  shall  be  deemed  to be an issue or sale,
without consideration,  of such Common Stock or Convertible  Securities,  as the
case may be, and the  Adjusted  Purchase  Price shall  thereupon  be adjusted to
reflect such issue or sale.

              (iv)  Adjustments  for  Issues,  etc.,  of Options or  Convertible
Securities.  In  case  the  Company,  in a  transaction  other  than  an  Exempt
Transaction, shall (a) grant any rights or options to subscribe for, purchase or
otherwise acquire Common Stock, or (b) issue or sell any Convertible Securities,
the price per share of Common Stock issuable upon the exercise of such rights or
options or the conversion or exchange of such  Convertible  Securities  shall be
determined by dividing (i) the total amount,  if any,  received or receivable by
the Company as  consideration  for the granting of such rights or options or the
issue or sale of such Convertible Securities,  plus the minimum aggregate amount
of  additional  consideration  payable to the Company  upon the exercise of such
rights or options or the conversion or exchange of such Convertible  Securities,
by (ii) the maximum number of shares of Common Stock issuable upon such exercise
or  conversion  or  exchange,  all as the case may be. If the price per share so
determined is less than the Adjusted Purchase Price in effect  immediately prior
to the  granting  of  such  rights  or  options  or the  issue  or  sale of such
Convertible Securities,  such granting or issue or sale shall be deemed to be an
issue or sale for cash of such maximum  number of shares of Common Stock at such
price per share, and the Adjusted  Purchase Price shall thereupon be adjusted to
reflect (on the basis of such determination) such issue or sale provided that

                     (x) if such rights or options or Convertible  Securities by
              their terms  provide,  with the passage of time or otherwise,  for
              any increase in the amount of additional  consideration payable to
              the Company or  decrease  in the number of shares of Common  Stock
              issuable  upon such  exercise or conversion or exchange (by change
              of rate or otherwise),  the Adjusted  Purchase  Price shall,  upon
              each such increase or decrease becoming  effective,  be readjusted
              to reflect such increase or decrease  insofar as it affects rights
              of acquisition,  exchange or conversion which have not theretofore
              expired, and

                     (y) upon the  expiration  of such  rights or options or the
              rights of conversion or exchange of such  Convertible  Securities,
              if any  thereof  shall  not  have  been  exercised,  the  Adjusted
              Purchase  Price shall,  upon such  expiration,  be readjusted  and
              shall  thereafter  be  such  as it  would  have  been  had it been
              adjusted on the basis that (x) the only shares of Common  Stock so
              issued  were the  shares of Common  Stock  issued or sold upon the
              exercise of such rights or options or the rights of  conversion or

                                       8
<PAGE>

              exchange  of such  Convertible  Securities  and (y) such shares of
              Common  Stock were issued or sold for the  consideration  actually
              received by the Company upon such exercise plus the consideration,
              if any,  actually  received by the Company for the granting of all
              of such rights or options,  whether or not  exercised,  or for the
              issue or sale of all of such  Convertible  Securities  which shall
              have been converted or exchanged, all as the case may be; and

provided further that no such  readjustment  shall have the effect of increasing
the  Adjusted  Purchase  Price by an  amount  in  excess  of the  amount  of the
adjustment  thereof  initially made in respect of the granting of such rights or
options or the issue or sale of such Convertible Securities. In case the Company
shall  grant any rights or options  to  subscribe  for,  purchase  or  otherwise
acquire Convertible Securities, such Convertible Securities shall be deemed, for
the  purposes of this  Section  6(d)(iv),  to have been issued or sold;  and the
total amount  received or  receivable by the Company as  consideration  for such
issue or sale shall be computed  (for the purposes of clause (i) of this Section
6(d)(iv),  in determining  the price per share of Common Stock issuable upon the
conversion or exchange of such Convertible Securities) and the Adjusted Purchase
Price  shall be  adjusted  and  readjusted  as  provided  above in this  Section
6(d)(iv)  in the case of  rights or  options  for the  acquisition  of shares of
Common Stock.

              (v) Adjustment for Repricing. In case of any action by the Company
to  decrease  the  exercise  price  share  payable  upon  the  exercise  of  any
outstanding rights, obligations or undertakings convertible into Common Stock (a
"Repricing"),  resulting  in an exercise  price per share which is less than the
Adjusted  Purchase Price in effect  immediately  prior to such  Repricing,  such
Repricing shall be deemed to be an issue or sale for cash of such maximum number
of shares of Common Stock at such  decreased  price per share,  and the Adjusted
Purchase  Price  shall  thereupon  be  adjusted to reflect (on the basis of such
determination) the Repricing.

         (e) Limitation on Adjustments.

         (i)  Notwithstanding any other provision of Section 6(d), no adjustment
in the Purchase Price shall be required unless such adjustment  would require an
increase  or  decrease  of at least  $0.25  per  share of  Common  Stock  and no
adjustment in the number of Warrant Shares shall be required if such  adjustment
would  represent  less  than  five  percent  of the  number  of  Warrant  Shares
represented  by this  Warrant  at the  time  of any  such  adjustment;  provided
however,  that any  adjustments  which by  reason of this  Section  6(e) are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent adjustment,  and provided further,  however, in any event adjustments
required by this Section 6(e)(i) shall be made immediately prior to any exercise
of this Warrant.  All  calculations  under this Section 6(e)(i) shall be made to
the nearest cent or to the nearest 1/100th of a share, as the case may be.

         (ii)   Notwithstanding   the  provisions  of  Section   6(d)(iv),   the
adjustments  required  by Section  6(d)(iv)  shall not apply to options  for the
purchase of Common Stock issued to officers,  directors or employees pursuant to
a stock  option  plan  adopted by the Company  until such time as the  aggregate
number of shares of Common  Stock  represented  by such  options  exceeds  seven
percent  of the  issued and  outstanding  shares of Common  Stock as of the date
hereof  (the  "Threshold  Amount")  and then  adjustments  required  by  Section

                                       9
<PAGE>

6(a)(iv) shall apply to any options granted after the aggregate number of shares
of Common Stock  subject to  outstanding  options  first  exceeds the  Threshold
Amount.

         (f) Notice of Adjustment or  Modification.  Whenever the Purchase Price
is adjusted as provided in this Warrant and upon any  modification of the rights
of the Holder in  accordance  with this  Warrant,  the  Company  shall  promptly
prepare a certificate of the Company's  Chief Financial  Officer,  setting forth
the  adjusted  Purchase  Price  and the  number of  Warrant  Shares  after  such
adjustment or the effect of such  modification,  a brief  statement of the facts
requiring such adjustment or  modification  and the manner of computing the same
and cause a copy of such certificate to be mailed to the Holder.

         Section 7. Definition of Common Stock. As used herein, the term "Common
Stock"  shall  include any capital  stock of any class of the Company  hereafter
authorized  which shall not be limited to a fixed sum or percentage of par value
in respect of the rights of the holders  thereof to participate in dividends and
in the  distribution  of assets upon the voluntary or  involuntary  liquidation,
dissolution or winding up of the Company,  and shall include any Common Stock of
any class or classes resulting from any  reclassification  or  reclassifications
thereof.

         Section 8. Special Agreements of the Company. The Company covenants and
agrees that:

         (a)  Reservation of Shares.  The Company will reserve and set apart and
have at all times, free from preemptive rights, a number of shares of authorized
but unissued Common Stock deliverable upon the exercise of Warrants, and it will
have at all times any other rights or privileges  sufficient to enable it at any
time to fulfill all of its obligations hereunder.

         (b) Avoidance of Certain Actions. The Company will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer of assets,
consolidation,  merger, issue or sale of securities or otherwise,  avoid or take
any action which would have the effect of avoiding the observance or performance
of any of the terms to be observed or performed  hereunder  by the Company,  but
will at all times in good faith assist in carrying out all of the  provisions of
this Warrant and in taking all of such action as may be necessary or appropriate
in order to protect the rights of the Warrantholder against impairment.

         (c) Governmental  Approvals.  If any shares of Common Stock required to
be reserved for the purposes of exercise of this  Warrant  require  registration
with or approval of any governmental authority under any federal law (other than
the Securities Act) or under any state law before such shares may be issued upon
exercise of this Warrant, the Company will, at its expense, use its best efforts
to cause such shares to be duly registered or approved, as the case may be.

         (d) Listing on Securities Exchanges;  Registration. If, and so long as,
the Company's Common Stock shall be listed on any national  securities  exchange
(as defined in the Exchange Act) or The Nasdaq Stock  Market,  the Company will,
at its expense,  obtain and  maintain  the  approval  for listing upon  official
notice of issuance of all shares of Common Stock receivable upon the exercise of

                                       10
<PAGE>

this  Warrant at the time  outstanding  and  maintain the listing of such shares
after their issuance;  and the Company will so list on such national  securities
exchange or The Nasdaq Stock Market,  will  register  under the Exchange Act (or
any similar  statutes  then in effect),  and will  maintain such listing of, any
other  securities that at any time are issuable upon exercise of this Warrant if
and at the time  any  securities  of the same  class  shall  be  listed  on such
national securities exchange or The Nasdaq Stock Market by the Company.

         (e)  Successors.  This Warrant  shall be binding  upon any  corporation
succeeding to the Company by merger or  consolidation,  and the Company will not
enter into any such transaction  without  obtaining the written agreement of any
such successor to be bound by the terms of this Warrant as if it were the issuer
hereof.

         (f)  Communications  to  Shareholders.  Any  notice,  document or other
communication  given or made by the Company to holders of Common  Stock as such,
shall at the same time and in the same manner be provided to the Warrantholder.

         (g) Notice of Registrations under the Act. If, at any time, the Company
proposes to register  under the  Securities  Act the Common Stock  (whether in a
primary or secondary  offering),  or securities  convertible into or exercisable
for Common Stock, on a form under the Securities Act permitting  registration of
primary or secondary offerings,  it will at such time give written notice of its
intention to do so to the Warrantholder.

         Section 9. Notifications by the Company. If at any time:

         (a) the  Company  shall pay any  dividend  payable in stock upon Common
Stock or make any  distribution  (other than cash  dividends  payable out of net
earnings after taxes for the prior fiscal year) to the holders of Common Stock;

         (b) the Company  shall make an offer for  subscription  pro rata to the
holders of its Common  Stock of any  additional  shares of stock of any class or
other rights;

         (c) there shall be any capital reorganization,  reclassification of the
capital  stock of the Company,  consolidation  or merger of the Company with, or
sale of all or substantially all of its assets to, another corporation; or

         (d) there shall be a voluntary or involuntary dissolution,  liquidation
or winding-up of the Company;

then, in any one or more of such cases, the Company shall give written notice to
Warrantholder  of the date on which (a) the books of the Company shall close, or
a record shall be taken for such dividend,  distribution or subscription rights,
or (b)  such  reorganization,  reclassification,  consolidation,  merger,  sale,
dissolution,  liquidation  or winding-up  shall take place,  as the case may be.
Such notice  shall also specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights,  or shall be entitled to exchange  their Common Stock for  securities or
other  property   deliverable   upon  such   reorganization,   reclassification,

                                       11
<PAGE>

consolidation,  merger, sale, dissolution,  liquidation,  or winding-up,  as the
case may be. Such  written  notice  shall be given not less than 30 days and not
more than 90 days prior to the action in question  and not less than 30 days and
not  more  than 90 days  prior  to the  record  date or the  date on  which  the
Company's transfer books are closed in respect thereto and such notice may state
that the record date is subject to the effectiveness of a registration statement
under the Securities Act, or to a favorable vote of  stockholders,  if either is
required.

         Section 10. Notices. Any notice or other document required or permitted
to be given or delivered  to  Warrantholders  shall be delivered  at, or sent by
certified or registered mail to the Warrantholder at, the most recent address of
the  Warrantholder  shown on the stock records of the Company,  or to such other
address  as  shall  have  been  furnished  to the  Company  in  writing  by such
Warrantholder. Any notice or other document required or permitted to be given or
delivered to the Company  shall be sent by certified or  registered  mail to the
Company at its  address  set forth in Section 3, or such other  address as shall
have been furnished to the Warrantholder by the Company.

         Section 11. Prior Warrants Superseded.  This Warrant shall be deemed to
supersede and replace all warrants  previously  issued or to have been issued by
the Company to the Warrantholder.

         Section 12. No Rights as Shareholder;  Limitation of Liability.  Except
as otherwise  provided herein,  this Warrant shall not entitle any Warrantholder
to any of the rights of a shareholder of the Company.  No provision  hereof,  in
the absence of affirmative  action by the  Warrantholder  to purchase  shares of
Common  Stock  hereunder,  and no  mere  enumeration  herein  of the  rights  or
privileges of the holder hereof, shall give rise to any liability of such holder
for the  Purchase  Price or any rights of such  holder as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         Section 13.  Miscellaneous.  This  Warrant  shall be  governed  by, and
construed and enforced in accordance  with, the laws of the State of Ohio.  This
Warrant  and  any  provision  hereof  may  be  changed,  waived,  discharged  or
terminated  only  by an  instrument  in  writing  signed  by the  party  (or any
predecessor  in  interest  thereof)  against  which  enforcement  of the same is
sought.  The headings in this  Warrant are for  purposes of  reference  only and
shall not affect the meaning or construction of any of the provisions hereof.





                     [rest of page intentionally left blank]


                                       12
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly  authorized  officer  under its  corporate  seal,  attested by its duly
authorized officer, and to be dated as of December 31, 2002.

                                    CCC GlobalCom Corporation


                                    By   /s/ Paul E. Licata
                                      ---------------------
                                         Paul E. Licata
                                         President
Attest:


--------------------------
James H. Miller, Secretary

                                       13
<PAGE>
ASSIGNMENT


To Be Executed  by the  Registered  Holder if It Desires to Transfer  the Within
Warrant

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

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


the right to purchase  __________ shares of Common Stock,  covered by the within
Warrant,  as said shares were constituted at the date of said Warrant,  and does
hereby irrevocably constitute and appoint _______________  Attorney to make such
transfer on the books of the Company maintained for the purpose, with full power
of substitution.



                                       Signature________________________________
Dated _______________, _____.

In the presence of


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

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the within Warrant in every particular,  without  alteration or
enlargement or any change whatsoever.



                                       14
<PAGE>
SUBSCRIPTION FORM


To Be Executed  by the  Registered  Holder if It Desires to Exercise  the Within
Warrant

         The undersigned  hereby  exercises the right to purchase the __________
shares  of  Common  Stock  covered  by the  within  Warrant  at the date of this
subscription  and herewith makes payment of the sum of $__________  representing
the Purchase Price in effect at this date. Certificates for such shares shall be
issued  in the  name  of and  delivered  to the  undersigned,  unless  otherwise
specified by written  instructions,  signed by the undersigned and  accompanying
this subscription.


Dated _______________, _____.

                                       Signature
                                       -----------------------------------------

                                       Address
                                       -----------------------------------------

                                       15
<PAGE>