COMMON STOCK PURCHASE WARRANT

EXHIBIT 4.9

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS

WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK

ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,

PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE

SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DUNCAN

CAPITAL FINANCIAL GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase up to 793,000 Shares of Common Stock of Duncan

Capital Financial Group, Inc.

(subject to adjustment as provided herein)

COMMON STOCK PURCHASE WARRANT

No. 001 Issue Date: As of November 1, 2004

DUNCAN CAPITAL FINANCIAL GROUP, INC., a corporation organized under the

laws of the State of Delaware ("DCFG"), hereby certifies that, for value

received, Richard E. Stierwalt, or permitted assigns (the "Holder"), is

entitled, subject to the terms set forth below, including, without limitation,

the vesting provisions hereof, to purchase from the Company (as defined herein)

from and after the Issue Date of this Warrant and at any time or from time to

time before 5:00 p.m., New York time, through the close of business October 31,

2009 (the "Expiration Date"), up to Seven Hundred Ninety-Three Thousand

(793,000) fully paid and nonassessable shares of Common Stock (as hereinafter

defined), $0.001 par value per share, at the applicable Exercise Price per share

(as defined below). The number and character of such shares of Common Stock and

the applicable Exercise Price per share are subject to adjustment as provided

herein.

As used herein the following terms, unless the context otherwise requires,

have the following respective meanings:

(a) The term "Company" shall include DCFG and any corporation which

shall succeed, or assume the obligations of, DCFG hereunder.

(b) The term "Common Stock" includes (i) the Company's Common Stock,

par value $0.001 per share; and (ii) any other securities into which or

for which any of the securities described in the preceding clause may be

converted or exchanged pursuant to a plan of recapitalization,

reorganization, merger, sale of assets or otherwise.

(c) The term "Other Securities" refers to any stock (other than

Common Stock) and other securities of the Company or any other Person (as

hereinafter defined) which the holder of the Warrant at any time shall be

entitled to receive, or shall have received, on the exercise of the

Warrant, in lieu of or in addition to Common Stock, or which at any time

shall be issuable or shall have been issued in exchange for or in

replacement of Common Stock or Other Securities pursuant to Section 4 or

otherwise.

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(d) The "Exercise Price" applicable under this Warrant shall be

One-Sixth of One Dollar ($0.1666...) per share, subject to adjustment as

herein provided.

1. Exercise of Warrant.

1.1 Number of Shares Issuable upon Exercise. From and after the date

hereof through and including the Expiration Date, the Holder shall

be entitled to receive, upon exercise of this Warrant in whole or in

part, by delivery of an original or fax copy of an exercise notice

in the form attached hereto as Exhibit A (the "Exercise Notice"),

shares of Common Stock of the Company, subject to adjustment

pursuant to Section 4.

1.2 Fair Market Value. For purposes hereof, the "Fair Market Value" of a

share of Common Stock as of a particular date (the "Determination

Date") shall mean:

(a) If the Company's Common Stock is traded on the American Stock

Exchange or another national exchange or is quoted on the National or

SmallCap Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the

closing or last sale price, respectively, reported for the last business

day immediately preceding the Determination Date.

(b) If the Company's Common Stock is not traded on the American

Stock Exchange or another national exchange or on the Nasdaq but is traded

over the counter, then the mean of the average of the closing bid and

asked prices reported for the last business day immediately preceding the

Determination Date.

(c) Except as provided in clause (d) below, if the Company's Common

Stock is not publicly traded, then as the Holder and the Company agree or

in the absence of agreement by arbitration in accordance with the rules

then in effect of the American Arbitration Association, before a single

arbitrator to be chosen by the Holder and the Company from a panel of

persons qualified by education and training to pass on the matter to be

decided.

(d) If the Determination Date is the date of a liquidation,

dissolution or winding up, or any event deemed to be a liquidation,

dissolution or winding up pursuant to the Company's charter, then all

amounts to be payable per share to holders of the Common Stock pursuant to

the charter in the event of such liquidation, dissolution or winding up,

plus all other amounts to be payable per share in respect of the Common

Stock in liquidation under the charter, assuming for the purposes of this

clause (d) that all of the shares of Common Stock then issuable upon

exercise of the Warrant are outstanding at the Determination Date.

1.3 Company Acknowledgment. The Company will, at the time of the

exercise of the Warrant, upon the request of the holder hereof

acknowledge in writing its continuing obligation to afford to such

holder any rights to which such holder shall continue to be entitled

after such exercise in accordance with the provisions of this

Warrant. If the holder shall fail to make any such request, such

failure shall not affect the continuing obligation of the Company to

afford to such holder any such rights.

1.4 Trustee for Warrant Holders. In the event that a bank or trust

company shall have been appointed as trustee for the holders of the

Warrant pursuant to Subsection 3.2, such bank or trust company shall

have all the powers and duties of a warrant

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agent (as hereinafter described) and shall accept, in its own name

for the account of the Company or such successor Person as may be

entitled thereto, all amounts otherwise payable to the Company or

such successor, as the case may be, on exercise of this Warrant

pursuant to this Section 1.

1.5 Vesting. The Warrant shall vest in twelve (12) equal monthly

installments commencing December 1, 2004 or, if sooner, upon a

Change of Control (as defined below) of the Company on or after

December 23, 2004. Upon the termination of Executive's employment

with the Company and its affiliates, (a) any unvested portion of the

Warrant shall automatically become null and void and shall terminate

and (b) any vested and unexercised portion of the Warrant shall be

exercisable for a period ninety (90) days following the date of such

termination of employment.

For purposes of this Section 1.5, "Change of Control" shall mean (i)

an acquisition of voting securities of the Company by any "person"

(as the term "person" is used for purposes of Section 13(d) or

Section 14(d) of the Securities Exchange Act of 1934, as amended

(the "1934 Act") (a "Person") immediately after which such Person

has "beneficial ownership" (within the meaning of Rule 13d-3

promulgated under the 1934 Act) of 50% or more of the combined

voting power of the Company's then-outstanding voting securities; or

(ii) a merger or consolidation that results in more than 50% of the

combined voting power of the Company's then-outstanding voting

securities changing ownership; or (iii) the sale of all or

substantially all of the Company's assets.

2. Procedure for Exercise.

2.1 Delivery of Stock Certificates, Etc., on Exercise. The Company

agrees that the shares of Common Stock purchased upon exercise of

this Warrant shall be deemed to be issued to the Holder as the

record owner of such shares as of the close of business on the date

on which this Warrant shall have been surrendered and payment made

for such shares in accordance herewith. As soon as practicable after

the exercise of this Warrant in full or in part, and in any event

within three (3) business days thereafter, the Company at its

expense (including the payment by it of any applicable issue taxes)

will cause to be issued in the name of and delivered to the Holder,

or as such Holder (upon payment by such Holder of any applicable

transfer taxes) may direct in compliance with applicable securities

laws, a certificate or certificates for the number of duly and

validly issued, fully paid and nonassessable shares of Common Stock

(or Other Securities) to which such Holder shall be entitled on such

exercise, plus, in lieu of any fractional share to which such holder

would otherwise be entitled, cash equal to such fraction multiplied

by the then Fair Market Value of one full share, together with any

other stock or other securities and property (including cash, where

applicable) to which such Holder is entitled upon such exercise

pursuant to Section 1 or otherwise.

2.2 Exercise. Payment may be made either (i) in cash or by certified or

official bank check payable to the order of the Company equal to the

applicable aggregate Exercise Price, (ii) by delivery of the

Warrant, or shares of Common Stock and/or Common Stock receivable

upon exercise of the Warrant in accordance with the formula set

forth below in this Section 2.2, or (iii) by a combination of any of

the foregoing methods, for the number of shares of Com