Exhibit 4.11
                                                                    ------------

Certificate No. WA-________                                  __________ Warrants


                             THE MORGAN GROUP, INC.

                               WARRANT CERTIFICATE
              For Class A Warrants To Purchase Class A Common Stock

         THIS CERTIFIES THAT,

                       -----------------------------------
                            Name of Registered Holder
                       -----------------------------------
                          Address of Registered Holder
                       -----------------------------------

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


is the  registered  holder (the  "Registered  Holder") of the number of warrants
(the "Warrants") set forth above. Each Warrant entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this certificate, one
fully paid and nonassessable  share of Class A Common Stock, $0.15 par value per
share (the "Common Stock"),  of The Morgan Group,  Inc., a Delaware  Corporation
(the "Corporation"),  during the period commencing the date hereof and ending at
5:00 p.m. (New York City time) on ____________,  2006 (the  "Expiration  Time"),
upon  the  presentation  and  surrender  of this  Warrant  Certificate  with the
Exercise Form attached hereto duly executed, at the corporate office of American
Stock Transfer & Trust Company, as Warrant Agent, or its successor (the "Warrant
Agent"),  accompanied by payment of the Warrant  Exercise Price (defined below),
and any and all  applicable  taxes due in  connection  with the  exercise of the
Warrant  in lawful  money of the  United  States of  America  by wire  transfer,
certified  or  official  bank check,  bank draft or money  order.  The  "Warrant
Exercise Price" shall be $9.00 per share,  provided,  that the Warrant  Exercise
Price will be reduced to $6.00 per share  during a reduction  period of at least
30 days (the  "Reduction  Period") to be determined by the Board of Directors of
the  Corporation.  If the Reduction Period has not been set prior to the date 60
days before the  Expiration  Time,  such period will  comprise the final 30 days
prior to the date  upon  which  the  Warrants  expire  (the  "Default  Reduction
Period").  In the event the  Reduction  Period is set by the Board of Directors,
the  Corporation  will  provide a  written  notice to all  holders  of  Warrants
indicating the dates upon which the Reduction Period shall commence and end.

     By acceptance of this Warrant  Certificate,  the holder hereof consents and
agrees  with the  Corporation,  its Warrant  Agent and every  other  holder of a
Warrant, to the terms of this Warrant Certificate, and to any adjustments to the
terms of the Warrants,  the Warrant  Exercise Price,  the number of Warrants and
the number of shares of Common Stock purchasable pursuant to each Warrant,  made
as follows:

          (a)  The  Corporation  may,  by  action  of  its  board  of  directors
     (including the favorable vote of its director  elected solely by holders of
     its Class A common stock),  make any changes or corrections to terms of the
     Warrant that it shall deem  appropriate to cure any ambiguity or to correct
     any  inconsistency  or manifest  mistake or  desirable  and which shall not
     materially  adversely  affect  the  interest  of  the  holders  of  Warrant
     Certificates including, without limitation, decreasing the Warrant Exercise
     Price.

          (b) In the event the  Corporation  shall hereafter issue any shares of
     Common  Stock as a stock  dividend  to the  holders  of  Common  Stock,  or
     subdivide or combine the outstanding  shares of Common Stock into a greater
     or lesser number of shares (any such  issuance,  subdivision or combination
     being herein called a "Change of Shares"),  then, and thereafter  upon each
     further Change of Shares,  the applicable  Warrant Exercise Price in effect
     immediately  prior to such  Change of Shares  shall be  changed  to a price
     (including any applicable fraction of a cent) determined by multiplying the
     Warrant Exercise Price in effect  immediately  prior thereto by a fraction,
     the  numerator of which shall be the total number of shares of Common Stock
     outstanding  immediately prior to such Change of Shares and the denominator
     of which shall be the total  number of shares of Common  Stock  outstanding
     immediately  after such  Change of  Shares.  The number of shares of Common
     Stock  outstanding  at any given time shall include  shares of Common Stock
     owned  or held by or for the  account  of the  Corporation  and the sale or
     issuance of such treasury  shares or the  distribution of any such treasury
     shares  shall not be  considered  a Change of Shares for  purposes  of said
     sections.

          Upon each adjustment of the applicable Warrant Exercise Price pursuant
     to this  subsection  (b) above,  the total number of shares of Common Stock
     purchasable  upon  the  exercise  of each  Warrant  shall  (subject  to the
     provisions  contained  in  subsection  (c) below) be such  number of shares
     (calculated to the nearest hundredth) purchasable at the applicable Warrant
     Exercise  Price  immediately  prior  to  such  adjustment  multiplied  by a
     fraction,  the numerator of which shall be the applicable  Warrant Exercise
     Price in effect immediately prior to such adjustment and the denominator of
     which shall be the applicable  Warrant Exercise Price in effect immediately
     after such adjustment.

          (c) In case  of any  reclassification  or  capital  reorganization  of
     outstanding  shares of Common  Stock,  or in case of any  consolidation  or
     merger of the Corporation  with or into another  corporation  (other than a
     consolidation  or  merger  in  which  the  Corporation  is  the  continuing
     corporation  and which does not result in any  reclassification  or capital
     reorganization  of  outstanding  shares of Common Stock),  the  Corporation
     shall cause  effective  provision to be made so that the Registered  Holder
     shall have the right  thereafter  to purchase the kind and number of shares
     of stock or other  securities or property  (including cash) receivable upon
     such reclassification or capital reorganization, consolidation or merger by
     a holder of the  number of shares of  Common  Stock  that  might  have been
     purchased  by  the  Registered   Holder  upon  exercise  of  the  Warrants,
     immediately  prior  to such  reclassification  or  capital  reorganization,
     consolidation or merger. The foregoing  provisions shall similarly apply to
     successive  reclassifications  or capital  reorganizations  of  outstanding
     shares of Common Stock and to successive consolidations or mergers.

          (d) Irrespective of any adjustments or changes in the Warrant Exercise
     Price or the number of shares of Common Stock  purchasable upon exercise of
     any Warrant,  this Warrant  Certificate shall, unless the Corporation shall
     exercise  its option to issue new  warrant  certificates  to each holder of
     warrants,  continue to express the  applicable  Warrant  Exercise Price per
     share and the number of shares purchasable  thereunder as expressed in this
     Warrant   Certificate  when  originally   issued,  but  shall  nevertheless
     represent  the rights of the  Registered  Holder after giving effect to all
     adjustments  provided in the Warrant Services  Agreement.  If the number of
     shares of Common  Stock  purchasable,  upon the exercise of each Warrant is
     adjusted  pursuant  hereto;  the  Corporation  shall  nevertheless  not  be
     required  to issue  fractional  shares  upon  exercise  of the  Warrants or
     otherwise, or to distribute certificates that evidence fractional shares or
     Warrants to purchase  fractional  shares. The Corporation shall not pay any
     cash in lieu of fractional shares or fractional Warrants.

          (e) Except with  respect to the  Default  Reduction  Period,  promptly
     after each adjustment of the Warrant  Exercise Price or other  modification
     of the  terms of the  Warrants,  as  authorized  or  provided  herein,  the
     Corporation   will  cause  a  notice   describing   such   adjustments   or
     modifications  to be sent by ordinary  first  class mail to the  Registered
     Holder at such  Registered  Holder's last address as it shall appear on the
     registry books of the Warrant Agent.

          (f) No adjustment of the Warrant  Exercise  Price shall be made unless
     such  adjustment  would require an increase or decrease of at least $.01 in
     such price;  provided that any  adjustments  which by reason of this clause
     (f) are not required to be made shall be carried  forward and shall be made
     at the time of and  together  with the next  subsequent  adjustment  which,
     together  with any  adjustment(s)  so  carried  forward,  shall  require an
     increase or decrease of at least $.01 in the Warrant Exercise Price then in
     effect hereunder.

          (g) Any  determination  as to whether  an  adjustment  in the  Warrant
     Exercise  Price or other  terms  of the  Warrant  in  effect  hereunder  is
     required or as to the terms of any such  adjustment,  shall be binding upon
     the holders of the  Warrants and the  Corporation  if made in good faith by
     the Board of Directors of the Corporation.

     Each  Warrant  represented  hereby  is  exercisable  at the  option  of the
Registered  Holder,  but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants  represented  hereby, the
Corporation shall cancel this Warrant  Certificate upon the surrender hereof and
shall execute and deliver a new Warrant  Certificate or Warrant  Certificates of
like tenor for the balance of such Warrants.

     The Warrants may not be transferred  except (i) in connection with a merger
or  consolidation  or otherwise by operation of law,  pursuant to court order or
pursuant to the laws of descent and distribution; or (ii) with the express prior
written consent of the Company,  in the Company's sole discretion.  The Warrants
may be transferred by the Registered  Holder if such transfer does not represent
any change of the  beneficial  ownership  of the  Warrant  (to be  evidenced  by
written certification to the Warrant Agent). Any attempted transfer in violation
of this provision shall be void and the Company shall have no obligation to give
effect to any  transfer  in  violation  of this  provision.  The Company and the
Warrant Agent may require written representations or other evidence as they deem
necessary to substantiate  compliance  herewith  before  permitting any transfer
hereof.

     This Warrant  Certificate is  exchangeable  and (subject to the limitations
set forth  herein)  transferable,  upon the surrender  hereof by the  Registered
Holder at the corporate offices of the Warrant Agent,  American Stock Transfer &
Trust Company, located at 59 Maiden Lane, Plaza Level, New York, New York 10038,
or such other locations provided by written notice to the Registered Holder, for
a new Warrant Certificate or Warrant  Certificates of like tenor representing an
equal  aggregate  number of Warrants,  each of such new Warrant  Certificates to
represent  such  number of Warrants as shall be  designated  by such  Registered
Holder  at the time of such  surrender.  Upon due  presentment  of this  Warrant
Certificate  for  registration  of transfer in  accordance  with the  provisions
hereof, together with any tax or other governmental charge imposed in connection
therewith,  a new Warrant  Certificate or Warrant  Certificates  representing an
equal aggregate  number of Warrants will be issued to the transferee in exchange
therefor.

     If this Warrant  Certificate  shall be surrendered  for exercise within any
period during which the transfer books for the Common Stock or other  securities
purchasable  upon the  exercise of this Warrant  Certificate  are closed for any
purpose,  the Corporation shall not be required to make delivery of certificates
for  the  securities  purchasable  upon  such  exercise  until  the  date of the
reopening of said transfer books.

     The Corporation  shall not be obligated to deliver any securities  pursuant
to the  exercise  or sale of this  Warrant  Certificate  unless  a  registration
statement  under the  Securities  Act of 1933,  as amended,  is effective  and a
current form of prospectus  is available  with respect to such  securities.  The
Corporation has filed a registration  statement with the Securities and Exchange
Commission and shall use its reasonable  best efforts to keep such  registration
statement  effective  while any of the  Warrants are  outstanding.  This Warrant
Certificate  may not be exercised or transferred  by a Registered  Holder in any
state where such exercise or transfer would be unlawful.

     Prior to the exercise of any Warrant  represented  hereby,  the  Registered
Holder shall not be entitled to any rights of a stockholder of the  Corporation,
including,  without  limitation,  the right to vote or to receive  dividends  or
other  distributions,  and shall not be  entitled  to receive  any notice of any
proceedings of the Corporation.

     Prior to due  presentment  for  registration  of transfer  of this  Warrant
Certificate,  the  Corporation  and the  Warrant  Agent  may deem and  treat the
Registered  Holder as the absolute owner hereof and of each Warrant  represented
hereby  (notwithstanding  any  notations of ownership or writing  hereon made by
anyone other than a duly  authorized  officer of the  Corporation or the Warrant
Agent),  for all  purposes  and  shall  not be  affected  by any  notice  to the
contrary.  This  Warrant  Certificate  shall be  governed  by and  construed  in
accordance with the laws of the State of Delaware.

     This Warrant  Certificate is not valid unless  countersigned by the Warrant
Agent.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant Certificate to
be duly executed, manually or in facsimile, on its behalf by its duly authorized
officer.

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

THE MORGAN GROUP, INC.

By:________________________________
     Anthony T. Castor, III
     President and Chief Executive Officer



COUNTERSIGNED:

AMERICAN STOCK TRANSFER & TRUST COMPANY,
As Warrant Agent



BY:
   --------------------------------
     Name:
     Title:

                                  Exercise Form

EXERCISE OF WARRANTS:

         The undersigned Registered Holder hereby irrevocably elects to exercise
one or more Warrants represented by this Warrant Certificate for shares of Class
A Common Stock as indicated below, on the terms and subject to the conditions
specified in the Prospectus, receipt of which is hereby acknowledged.

         (a)      Please indicate below the number shares of Class A Common
                  Stock you desire to purchase and the requisite payment for
                  such shares:

                            NUMBER OF               WARRANT             PAYMENT
                           WARRANTS TO              EXERCISE            -------
                          BE EXERCISED*              PRICE**
                          --------------             -------
                                             X        $.900    =       $
                           ---------

               *    You are  initially  entitled  to  purchase  one (1) share of
                    Class A Common Stock per Warrant.

               **   The warrant  exercise price shall be reduced to $6.00 during
                    a  reduction  period  of at  least 30 days  (the  "Reduction
                    Period") to be set by the Board of  Directors of the Company
                    or, if the  Reduction  Period  has not been set prior to the
                    date 60 days before the  Expiration  Time,  such period will
                    comprise  the last 30 days  prior to the date upon which the
                    Warrants expire.  The Corporation will deliver notice to all
                    registered  holders of Warrants  in the event the  Reduction
                    Period is set by the Board of Directors.

         METHOD OF PAYMENT (check only one box):

               (b)  [ ]    Certificated or uncertified check, bank draft or U.S.
                           postal  money  order   payable  to  "American   Stock
                           Transfer and Trust Company, as warrant agent" or

                    [ ]    Wire transfer  directed to  ________________________,
                           ABA No. _________,  for the account of American Stock
                           Transfer and Trust Company,  as Warrant Agent for The
                           Morgan Group, Inc., for further credit to Account No.
                           ---------------.

         DELIVERY OF REMAINING WARRANTS:

               (c)  [ ]    Do not  deliver  to  the  undersigned  a new  Warrant
                           Certificate  evidencing  the  remaining  Warrants  to
                           which the undersigned is entitled.

                    [ ]    Deliver a new Warrant  Certificate in accordance with
                           the instructions below.

DELIVERY INSTRUCTIONS

     Please provide the address for mailing of a certificate representing shares
of Class A  Common  Stock  purchased  hereby  or a new  Warrant  Certificate  if
different from the address shown on the face of this Warrant Certificate.

         Name: ____________________________________________
         Address: _________________________________________
                  _________________________________________
                  _________________________________________




                                S I G N A T U R E


Signature(s) of Registered Holder(s):  _____________________  Date:  ___________

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

(Please  sign  exactly  as  your  name  appears  on the  face  of  this  Warrant
Certificate.  Joint  owners  should  each  sign  personally.  Where  applicable,
indicate your official position or representative capacity.)




TRANSFER OF WARRANTS:

TRANSFER OF WARRANTS IS NOT PERMITTED EXCEPT IN LIMITED CIRCUMSTANCES  DESCRIBED
IN THE WARRANT  CERTIFICATE.  THE COMPANY AND THE WARRANT AGENT WILL REQUIRE THE
HOLDER TO SUBMIT WRITTEN  REPRESENTATIONS  AND EVIDENCE TO DEMONSTRATE  THAT ANY
TRANSFER IS PERMITTED BY THE TERMS OF THE WARRANT.

     For value received the Registered  Holder sells,  assigns and transfers the
number of Warrants to the transferee indicated below:

         Number of Warrants to be Transferred: __________________________
         Address of Transferee: _________________________________________
                                _________________________________________
         Social Security Number or Taxpayer
         Identification Number of Transferee:  __________________________

Signature(s) of Registered Holder(s):  _____________________  Date:  ___________
                                       _____________________

(Please  sign  exactly  as  your  name  appears  on the  face  of  this  Warrant
Certificate.  Joint  owners  should  each  sign  personally.  Where  applicable,
indicate your official position or representative capacity.)

YOU MUST HAVE YOUR SIGNATURE GUARANTEED BY AN ELIGIBLE GUARANTOR  INSTITUTION IF
YOU WISH TO HAVE YOUR WARRANTS  TRANSFERRED.  Please refer to the Prospectus for
discussions regarding Eligible Guarantor Institutions and Guaranteed Signatures.

Signature Guaranteed By:  _______________________________