<PAGE>
EXHIBIT 4.2


                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                              CASE FINANCIAL, INC.

              Warrant to Purchase 1,000,000 Shares of Common Stock
                   (subject to adjustment as set forth herein)

                 Exercise Price $0.80 Per Share of Common Stock
                   (subject to adjustment as set forth herein)



THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 ("ACT") OR REGISTERED OR QUALIFIED UNDER ANY OTHER
APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR QUALIFICATION FILED IN ACCORDANCE WITH THE ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.

         CASE FINANCIAL, INC., a Delaware corporation (the "Company"), hereby
certifies that, for value received, I.F. Propco Holdings (Ontario) 32 Ltd., an
Ontario corporation, or its lawful successors or assigns (the "Holder"), is
entitled, subject to the terms and conditions set forth below, to purchase from
the Company at any time before 5:00 p.m., Los Angeles time, on December __,
2006, subject to an extension as provided for below (as extended, the
"Expiration Date"), one million (1,000,000) fully paid and non-assessable shares
of the Company's common stock, $0.001 par value per share (the "Warrant
Shares"), at a purchase price per share of $0.80 (the "Exercise Price").

         The Warrant Shares and the Exercise Price are subject to adjustment as
provided for below. The term "Warrant" as used herein shall mean this Warrant,
any Warrants issued in substitution for or replacement of this Warrant, or any
Warrants into which this Warrant may be divided or exchanged. The term "Warrant
Shares" as used herein shall mean the Warrant Shares and any other securities
that may be issued in substitution for or replacement of the Warrant Shares. The
term "Common Stock" as used herein shall mean the common stock, $0.001 par value
per share, of the Company.

         This Warrant may be assigned, transferred, sold, offered for sale, or
exercised by the Holder only upon compliance with all the pertinent provisions
hereof.

         1. EXERCISE OF WARRANT; EXTENSION OF EXPIRATION DATE.

                  (a) Subject to the other terms and conditions of this Warrant,
the purchase rights evidenced by this Warrant (the "PURCHASE RIGHTS") may be
exercised in whole or in part at any time, and from time to time (each, an
"EXERCISE" and the Warrant Shares purchased upon an Exercise, the "PURCHASED
WARRANT SHARES"), before 5:00 p.m., Los Angeles time, on the Expiration Date, by
the Holder's presentation and surrender of this Warrant to the Company at its
principal office or the office of the Company's stock transfer agent,
accompanied by a duly executed Notice of Exercise, in the form attached to, and
by this reference incorporated in, this Warrant as Exhibit A, and by payment to
the Company of the applicable aggregate Exercise Price for the Purchased Warrant
Shares, delivered by either, or a combination, of the following (as applicable,
the "Payment"):

                                       1
<PAGE>

                           (i) By cash, certified check or bank draft; or

                           (ii) So long as the Purchased Warrant Shares are to
be sold immediately after issuance, by delivery of the applicable aggregate
Exercise Price, by a licensed broker-dealer legally permitted to effectuate the
sale of the Warrant Shares in the United States and approved by the Company,
which approval shall not be unreasonably withheld or delayed (the "Broker"),
pursuant to the terms of an agreement between Broker and Holder that includes an
irrevocable provision requiring Broker to withhold and remit to the Company,
from the sale of such Purchased Warrant Shares, an amount equal to the
applicable aggregate Exercise Price. The form and substance of the agreement
between the Broker and the Holder shall be approved by the Company, which
approval shall not be unreasonably withheld or delayed.

                  (b) Upon an Exercise, the Purchased Warrant Shares shall be
deemed to be issued as of the close of business on the date of the Exercise and
the Holder shall be deemed to be the holder of record of such Purchased Warrant
Shares, notwithstanding that the transfer books of the Company may then be
closed or that certificates representing such Purchased Warrant Shares may not
have been prepared or actually delivered to the Holder. The Company shall use
all reasonable efforts to have certificates for the Purchased Warrant Shares
issued and delivered to the Holder within five (5) business days after the
Exercise.

                  (c) In the event of an Exercise at any time prior to the
Expiration Date in part only, as soon as is practicable after the presentation
and surrender of this Warrant to the Company for such partial Exercise, the
Company shall issue, execute and deliver to the Holder a new Warrant, containing
all of the same terms and conditions as this Warrant, evidencing the right of
the Holder to purchase the total number of Warrant Shares not purchased as of
the date of issuance of the new Warrant.

                  (d) This Warrant has been issued concurrent with the execution
and delivery by the Company to the Holder of a Promissory Note (the "Note"),
dated as of the date hereof, in the principal amount of Two Million and 00/100
Dollars ($2,000,000.00). The parties hereto hereby agree that, in the event the
Maturity Date (as defined in the Note) is extended pursuant to the terms of the
Note, the Expiration Date of this Warrant shall be extended by the same period
of time.

         2. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT.

                  (a) All sales, transfers, assignments or hypothecations of
this Warrant must be in compliance with this Section 2 and Section 7 below. Any
assignment or transfer of this Warrant shall be made by the presentation and
surrender of this Warrant to the Company at its principal office or the office
of its transfer agent accompanied by a duly executed Assignment Form, in the
form attached to, and by this reference incorporated in, this Warrant as Exhibit
B. Upon such presentation and surrender, the Company, at its sole cost and
expense, shall execute and deliver to the new Holder or Holders a new Warrant or
Warrants, as applicable, containing all of the same terms and conditions as this
Warrant, in the name of the new Holder or Holders, as applicable, named in the
Assignment Form, and this Warrant shall be canceled.


                                       2
<PAGE>

                  (b) Upon presentation and surrender of this Warrant to the
Company at the Company's principal office or at the office of its transfer
agent, this Warrant, alone or with other Warrants containing substantially the
same terms and conditions and owned by the same Holder, is exchangeable, at the
option of the Holder but at the Company's sole cost and expense, for another
Warrant or Warrants of different denominations but otherwise containing all of
the same terms and conditions as this Warrant and entitling the Holder the same
Purchase Rights for the same aggregate number of Warrant Shares or other
securities that were purchasable pursuant to the Warrant or Warrants presented
and surrendered; provided, however, such exchange must occur prior to the
earlier of: (i) the Expiration Date; or (ii) the exercise of this Warrant in
full. At the time of such presentation and surrender by the Holder to the
Company, the Holder also shall deliver to the Company a written notice, signed
by the Holder, specifying the denominations in which new Warrants are to be
issued to the Holder.

                  (c) Upon receipt by the Company from the Holder of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, the Company shall execute and deliver a new Warrant
to the Holder, at the Company's sole cost and expense, containing all of the
same terms and conditions as this Warrant; provided however: (i) in the case of
loss, theft or destruction of this Warrant, the Company receives from the Holder
a reasonably satisfactory indemnification; and (ii) in the case of mutilation of
this Warrant, the Holder presents and surrenders this Warrant to the Company for
cancellation. Any new Warrant executed and delivered shall constitute an
additional contractual obligation of the Company regardless of whether the
Warrant that was lost, stolen, destroyed or mutilated shall be enforceable by
anyone at any time.

         3. ADJUSTMENTS. The Exercise Price and the number and character of
Warrant Shares that may be purchased upon an Exercise (or any shares of stock or
other securities or property at the time receivable or issuable upon an
Exercise) shall be subject to adjustment from time to time upon the occurrence
of any of the following:

                  (a) If at any time prior to the Expiration Date, the Company
increases or decreases the number of its issued and outstanding shares of Common
Stock, or changes in any way the rights and privileges of such shares, by means
of: (i) the payment of a stock dividend or the making of any other distribution
on such shares of Common Stock payable in its Common Stock; (ii) a stock split
or reverse stock split or other subdivision of shares of Common Stock; (iii) a
merger whereby the Company is not the surviving entity, share exchange,
consolidation or combination involving its shares of Common Stock; or (iv) a
reclassification or recapitalization involving its shares of Common Stock (each,
a "COMMON STOCK DIVIDEND EVENT"), the Exercise Price in effect on the effective
date of the Common Dividend Stock Event shall be adjusted, simultaneously with
the occurrence of such Common Stock Dividend Event, so that the adjusted
numbers, rights, and privileges relating to the Warrant Shares not purchased at
the time of the Common Stock Dividend Event shall be increased, decreased or
changed in like manner, for the same aggregate Exercise Price, as if such
Warrant Shares not purchased at the time of the Common Stock Dividend Event were
issued, outstanding, fully paid and non-assessable Common Stock, so that, at no
time, would any Common Stock Dividend Event cause any of the Purchase Rights to
be diluted or the aggregate Exercise Price for all of the Warrant Shares to be
increased. By means of example: (v) if the Company declared a two-for-one split
of the Common Stock, the aggregate number of Warrant Shares that may be
purchased upon exercise of this Warrant subsequent to such Common Stock Dividend
Event (and not previously purchased) would be increased by one hundred percent
(100%); (vi) if the Company declared a one hundred percent (100%) dividend upon
the Common Stock, the aggregate Exercise Price for all Warrant Shares that may
be purchased upon exercise of this Warrant subsequent to such Common Stock
Dividend Event (and not previously purchased) would be reduced by fifty percent
(50%).

                                       3
<PAGE>

                  For the purposes of this Subsection 3(a), if the Company
declares a dividend upon its shares of Common Stock payable in money and at
substantially the same time offers its shareholders of record (the
"SHAREHOLDERS") the right to purchase new shares of Common Stock from the
proceeds of such dividend or for an amount substantially equal to the proceeds
of such dividend, all shares of Common Stock so issued shall, for purposes of
this Warrant, be deemed to have been issued as a stock dividend in accordance
with Subsection 3(a)(i).

                  (b) If at any time prior to the Expiration Date, the Company
declares a dividend or other distribution upon its shares of Common Stock
payable in securities or other property (each, a "SECURITIES DIVIDEND EVENT"),
excluding payment in money or payment in shares of Common Stock, but including,
without limitation: (i) shares of any other series or class of the Company's
stock; (ii) shares of stock or other securities convertible into or exchangeable
for shares of Common Stock, any other class or series of the Company's stock, or
any other interest in the Company or its assets (collectively, "DIVIDEND
SECURITIES"), at the time of the Securities Dividend Event the Company shall
reserve an amount of Dividend Securities equal to the amount of such Dividend
Securities that would be deliverable to the Holder upon such Securities Dividend
Event as if all Warrant Shares not purchased at the time of the Securities
Dividend Event were issued, outstanding, fully paid and non-assessable Warrant
Shares. Such reserved Dividend Securities shall be delivered, pro rata to the
Purchased Warrant Shares, upon each exercise of Purchase Rights subsequent to
such at the time of the Securities Dividend Event.

                  For the purposes of this Subsection 3(b), if the Company
declares a dividend upon its shares of Common Stock payable in money and at
substantially the same time offers the Shareholders the right to purchase
Dividend Securities from the proceeds of such dividend, or for an amount
substantially equal to the proceeds of such dividend, all shares of such
Dividend Securities so issued shall, for purposes of this Warrant, be deemed to
have been issued as a stock dividend or other distribution in accordance with
Subsection 3(b).

                  (c) If at any time prior to the Expiration Date, the Company
grants the right to all of its Shareholders to subscribe pro rata for additional
securities of the Company (regardless of such additional securities class,
series or other designation), or any other securities, property or interests
(each, a "Grant"), the Company shall also grant to the Holder the same
subscription rights the Holder would be entitled to if the Warrant Shares not
purchased at the time of such Grant were issued, outstanding, fully paid and
non-assessable Common Stock.

                                       4
<PAGE>

                  (d) If at any time prior to the Expiration Date, the Company
enters into any agreement or arrangement for the following, pursuant to which
the Shareholders are to receive securities or other interests in another entity
(each, a "Reorganization Event"): (i) the reclassification, capital
reorganization, or other change of outstanding shares of Common Stock; (ii) the
merger or consolidation of the Company with one or more other corporations or
other entities, other than a merger with an Affiliate (as defined below) or
subsidiary, pursuant to which the Company is the continuing entity and the
outstanding shares of Common Stock, including the reserved Warrant Shares, are
not converted or exchanged; or (iii) the spin-off of assets to a subsidiary or
an Affiliate, or the sale, lease, or exchange of a significant portion of the
Company's assets, then such agreement or arrangement for the Reorganization
Event shall contain an irrevocable provision granting the Holder, upon the
occurrence of a Reorganization Event, the right upon an Exercise, to purchase
for the aggregate Exercise Price the pro rata kind and amount of such shares of
stock and other securities, property and interests as would be issuable or
payable if all Warrant Shares not purchased at the time of such Reorganization
Event were issued, outstanding, fully paid and non-assessable shares of Common
Stock. The foregoing provisions of this Subsection 3(d) shall similarly apply to
successive reclassifications, capital reorganizations and similar changes of
shares of Common Stock and to successive consolidations, mergers, spin-offs,
sales, leases or exchanges. As used herein, "Affiliate" shall mean, with respect
to the Company, any other person or entity who directly or indirectly controls,
or is under common control with, or is controlled by, the Company. As used in
this definition, "control" (and the terms "controlled by" and "under common
control with") shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies, whether though ownership of
membership interests, by contract, or otherwise.

                  (e) If at any time prior to the Expiration Date, any sale,
lease or exchange of all, or substantially all, of the Company's assets or
business, or any voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be proposed (each, an "Termination Event"), it shall be a
non-waivable condition precedent to such Termination Event that the Company
deliver a Written Notice (as defined below) of such Termination Event. If as a
result of an Termination Event, the Shareholders are to receive securities or
other interests of another entity, the provisions of Subsection 3(d) above shall
apply; provided, however, if as a result of an Termination Event, the
Shareholders are to receive money or property other than securities or other
interests of another entity, the Holder shall be entitled to Exercise any or all
Purchase Rights at any time prior to the consummation of such Termination Event,
and all Purchased Warrant Shares shall be entitled to all of the rights and
privileges of the Common Stock for any distribution by the Company in connection
with such Termination Event. If a Termination Event does not involve any other
entity and the provisions of Subsection 3(d) above do not apply, all Purchase
Rights shall terminate at the close of business on that date upon which the
Shareholders are entitled to participate in a distribution of the Company's
assets pursuant to the terms of the Termination Event. If the Purchase Rights
terminate pursuant to an Termination Event, the Written Notice shall include a
statement to that effect.

                  (f) The provisions of this Section 3 shall apply to successive
events that may occur from time to time but shall only apply to a particular
event if it occurs prior to the Termination Date. All adjustments required
hereby shall be calculated or verified by the Company's independent public
accountants.

                                       5
<PAGE>

                  (g) Unless the context requires otherwise, whenever reference
is made in this Section 3 to the issue or sale of shares of Common Stock, the
term "Common Stock" shall mean: (i) the common stock of the Company; (ii) any
other class of stock ranking on a parity with, and having substantially similar
rights and privileges as the Common Stock; and (iii) any Dividend Securities
convertible into either (i) or (ii).

                  (h) For the purposes of this Section 3, shares of Common Stock
owned or held at any relevant time by, or for the account of, the Company, in
its treasury or otherwise, shall not be deemed to be issued and outstanding
shares of Common Stock.

         4. NOTICE TO HOLDER. If, prior to the Expiration Date, there shall
occur any of (each, an "Event":

                  (a) a Common Stock Event;

                  (b) a Dividend Securities Event;

                  (c) a Grant;

                  (d) a Reorganization Event;

                  (e) a Termination Event; or

                  (f) a purchase, retirement or redemption by the Company of its
Common Stock;

the Company shall deliver to the Holder written notice thereof not less than
thirty (30) days prior to the earliest applicable date specified below with
respect to which notice is to be given, which notice shall state the following
(the "WRITTEN NOTICE"):

                           (i) the date on which a record is to be taken for the
purpose of such Event, or, if a record is not to be taken, the date as of which
the Shareholders of record for such Event are to be determined;

                           (ii) the date on which such Event shall become
effective, and the date, if any, as of which
the Shareholders of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such Event; and

                           (iii) if any matters referred to in the foregoing
clauses (i) and (ii) are to be voted upon by
Shareholders of Common Stock.


                                       6
<PAGE>

         5. OFFICERS' CERTIFICATE. Whenever the Exercise Price or the aggregate
number of Warrant Shares shall be adjusted as required by the provisions of
Section 3 above, the Company shall promptly file with its Secretary (or
Assistant Secretary) at its principal office and with its transfer agent an
officers' certificate executed by the Company's President and Secretary (or
Assistant Secretary) describing the adjustment and setting forth, in reasonable
detail, the facts requiring such adjustment and the basis for and calculation of
such adjustment in accordance with the provisions of this Warrant (the
"Officers' Certificate"). Each Officers' Certificate shall be made available to
the Holder for inspection at all reasonable times, and the Company, after each
such adjustment, shall promptly deliver a copy of such Officers' Certificate
relating to that adjustment to the Holder. The Company will make its books and
records available for inspection and copying during normal business hours by the
Holder so as to permit a determination as to the correctness of the adjustment.
The Officers' Certificate shall be deemed to be conclusive as to the correctness
of the adjustment reflected therein if, and only if, the Holder does note
deliver written notice to the Company of an objection to the adjustment, and
specifying such objection, within ninety (90) days after delivery to the Holder
of the Officers' Certificate (the "Objection Notice"). If an Objection Notice is
delivered within ninety (90) days after delivery to the Holder of the Officers'
Certificate, and the parties cannot reconcile such objection within thirty (30)
days of delivery of the Objection Notice, the Holder and the Company shall
submit the dispute to arbitration. Such Arbitration proceedings will be
determined in accordance with the Arbitration Act, the rules and procedures for
the arbitration of financial services disputes of JAMS/Endispute, LLC, a
Delaware limited liability company or any successor thereof ("JAMS"), and the
terms of this Section. The arbitration shall be administered by JAMS and
conducted in the State of California, unless otherwise mutually agreed to by the
Company and the Holder. All arbitration hearings shall commence within ninety
(90) days of the demand for arbitration and close within ninety (90) days of
commencement and the award of the arbitrator(s) shall be issued within thirty
(30) days of the close of the hearing. However, the arbitrator(s), upon a
showing of good cause, may extend the commencement of the hearing for up to an
additional sixty (60) days. The arbitrator(s) shall provide a concise written
statement of reasons for the award. The arbitration award may be submitted to
any court having jurisdiction to be confirmed and enforced. The arbitrator(s)
shall have the power to award legal fees pursuant to the terms of this
Agreement.

         6. COVENANTS OF THE COMPANY. The Company hereby covenants and agrees:

                  (a) All Warrant Shares that may be issued upon an Exercise
shall, upon issuance, be duly authorized and validly issued, fully paid and
non-assessable shares, free and clear of any liens and encumbrances. The Company
further covenants and agrees that at all times prior to the Expiration Date, the
Company will have authorized, and reserved for the purpose of issue or transfer
upon an Exercise, a sufficient number of Warrant Shares or other securities to
provide for an Exercise in full.

                  (b) The Company shall not, by amendment of its Certificate of
Incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this Warrant and
in taking all such action as may be necessary or appropriate to protect Holder's
rights under this Warrant against impairment.


                                       7
<PAGE>

                  (c) The Company shall, within ninety (90) days after the date
of this Warrant, prepare and file with the Securities Exchange Commission (the
"SEC") a registration statement with respect to the Warrant Shares, and use
reasonable efforts to cause such registration to become and remain effective,
and prepare and file with the SEC such amendments to such registration statement
and supplements to the prospectus contained therein as may be necessary to keep
such registration statement effective. The Company will indemnify and hold
harmless the Holder from and against, and will reimburse the Holder with respect
to, any and all loss, damage, liability, cost and expense to which the Holder
may become subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
any prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, damage, liability, omission or alleged
omission so made is in conformity with information furnished by the Holder.

         7. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

                  (a) This Warrant, the Warrant Shares, and all other securities
issued or issuable upon exercise of this Warrant, may not be offered, sold or
transferred, in whole or in part, except in compliance with the Act, and except
in compliance with all applicable state securities laws.

                  (b) The Company may cause substantially the following legend,
or its equivalent, to be set forth on each certificate representing the Warrant
Shares, or any other security issued or issuable upon exercise of this Warrant:

         The shares represented by this Certificate have not been registered
         under the Securities Act of 1933 ("Act") or the securities laws of any
         state and are "restricted securities" as that term is defined in Rule
         144 under the Act. The shares may not be offered for sale, sold or
         otherwise transferred except pursuant to an effective registration
         statement under the Act or pursuant to an exemption from registration
         under the Act and applicable state securities laws, the availability of
         which is to be established to the satisfaction of the Company.

         8. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of all or any part of this
Warrant. With respect to any fraction of a share of any security called for upon
any exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the current market value of that
share.

         9. RIGHTS OF THE HOLDER. The Holder shall not be entitled to any rights
as a Shareholder by reason of this Warrant, either at law or equity, except as
specifically provided for herein. The Company covenants, however, that for so
long as this Warrant is at least partially unexercised, it will furnish the
Holder with copies of all reports and communications furnished to the
Shareholders.


                                       8
<PAGE>

         10. CHARGES DUE UPON EXERCISE. The Company shall pay any and all issue
or transfer taxes, including, but not limited to, all federal or state taxes,
that may be payable with respect to the transfer of this Warrant or the issue or
delivery of Warrant Shares upon an Exercise; provided, however, the Company
shall have no obligation to pay any income taxes, of any jurisdiction, incurred
by the Holder as a result of an Exercise.

         11. NOTICES. All notices required, permitted or given pursuant to the
provisions of this Agreement shall be made in writing, and either hand
delivered, delivered by certified mail, postage prepaid, return receipt
requested or by reputable overnight courier, delivered by an overnight delivery
service, or delivered by facsimile machine followed within twenty-four (24)
hours by transmittal by any other means permitted herein, addressed as follows:

                  Company:          Case Financial, Inc.
                                    15060 Ventura Blvd., Suite # 240
                                    Sherman Oaks, CA  91403
                                    Fax: (818) 728-9449
                                    Attention:  Eric Alden

                  Copy to:          Richman, Mann, Chizever, Phillips & Duboff
                                    Penthouse, 9601 Wilshire Boulevard
                                    Beverly Hills, CA 90210
                                    Fax:  (310) 274-2831
                                    Attention:  Gerald M. Chizever, Esq.

                  Buyer:            I.F. Propco Holdings (Ontario) 32 Ltd.
                                    P.O. Box 487
                                    83 Campbell Avenue East
                                    Campbellville, Ontario   L0P 1B0
                                    Canada
                                    Fax: (905) 854-4593
                                    Attention:  Andrew Lepper

                  Copy to:          Schreck Brignone
                                    300 South 4th Street, Suite 1200
                                    Las Vegas, NV 89101
                                    Fax:  (702) 382-8135
                                    Attention: Kathryn S. Lever, Esq.

                  Notices shall be deemed delivered on the date that is: (a)
three (3) calendar days after the notice is deposited in the U.S. mail, if sent
by certified mail one (1) business day in the case of overnight courier
service); (b) on the date the hand delivery is made, if hand delivered; (c) on
the date the transmission is made, if delivered by facsimile machine; or (d) on
the date that the notice is delivered by an overnight delivery service, if given
by an overnight delivery service. An address given above may be changed by the
relevant party by notice given in the manner provided herein.


                                       9
<PAGE>

         12. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
choice of law rules of that state.

         13. MISCELLANEOUS PROVISIONS.

                  (a) Subject to the terms and conditions contained herein, this
Warrant shall be binding on the Company and its successors and shall inure to
the benefit of the original Holder, its successors and assigns and all holders
of Warrant Shares and the Exercise in full shall not terminate the provisions of
this Warrant as it relates to holders of Warrant Shares.

                  (b) If the Company fails to perform any of its obligations
hereunder, it shall be liable to the Holder for all damages, costs and expenses
resulting from the failure, including, but not limited to, all reasonable
attorney's fees and disbursements.

                  (c) This terms of this Warrant cannot be changed or terminated
or any performance or condition waived in whole or in part except by an
agreement in writing signed by the party against whom enforcement of the change,
termination or waiver is sought.

                  (d) If any term of this Warrant shall be held to be invalid,
illegal or unenforceable, such provision shall be severed, enforced to the
extent possible, or modified in such a way as to make it enforceable, and the
invalidity, illegality or unenforceability shall not affect the remainder of
this Warrant.

                  (e) The Company agrees to execute such further agreements,
conveyances, certificates and other documents as may be reasonably requested by
the Holder to effectuate the intent and provisions of this Warrant.



                                       10
<PAGE>


                  (f) Section headings used in this Warrant are for convenience
only and shall not be taken or construed to define or limit any of the terms or
provisions of this Warrant. Unless otherwise provided, or unless the context
shall otherwise require, the use of the singular shall include the plural and
the use of any gender shall include all genders.


                         [Signatures on following page.]




                                       11
<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Warrant as of
December __, 2002.


                                CASE FINANCIAL, INC., a Delaware corporation,



                                By:      ______________________________
                                Name:    ______________________________
                                Its:     ______________________________





                                       12
<PAGE>

                                    EXHIBIT A
                                    ---------
                               NOTICE OF EXERCISE
                               ------------------

(To be executed by the Holder desiring to Exercise Purchase Rights. Defined
terms used herein and not otherwise defined herein shall have the meanings given
to such terms in the Warrant to which this Exhibit A is attached.)

         THE UNDERSIGNED HOLDER hereby:

                  (a) Irrevocably elects to exercise the Warrant in full or in
part, as applicable, by purchasing _______________ Warrant Shares;

                  (b) Makes payment in full of the aggregate Exercise Price such
Purchased Warrant Shares pursuant to and in accordance with the terms of Section
1(a) of the Warrant;

                  (c) Requests that certificates evidencing the securities
underlying such Warrant Shares be issued in the name of the undersigned, or, if
the name and address of some other person is specified below, in the name of
such other person:

                         _______________________________________________
                         _______________________________________________
                         _______________________________________________
                         (Name and address of person other than the undersigned
                         in whose name Shares are to be registered)

                  (d) Requests, if the number of Warrant Shares purchased are
not all of the Warrant Shares purchasable pursuant to the unexercised Purchase
Rights, that a new Warrant be issued pursuant to and in accordance with the
terms of Section 1(c) and delivered to the undersigned at the address stated
below.

Dated:   ___________________        Holder:_____________________________________
                                          (This name must conform in all
                                          respects to the name of the Holder as
                                          specified on the face of the Warrant.)

                                    By: ________________________________________
                                    Name:_______________________________________
                                    Its:________________________________________

                                    Address:____________________________________
                                            ____________________________________
                                            ____________________________________


<PAGE>


                                    EXHIBIT B
                                    ---------
                                 ASSIGNMENT FORM
                                 ---------------

(To be executed by the Holder desiring to effectuate a sale, transfer,
assignment or hypothecation of the Warrant purchase to Section 2 of the Warrant.
Defined terms used herein and not otherwise defined herein shall have the
meanings given to such terms in the Warrant to which this Exhibit B is
attached.)

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

Name:    __________________________________________
         (Please type or print in block letters)

Address: __________________________________________
         __________________________________________
         __________________________________________

the right to purchase _______________ Warrant Shares pursuant to the terms and
conditions of the Warrant. The Holder hereby authorizes and directs the Company:
(i) to issue and deliver to the above-named assignee at the above address a new
Warrant pursuant to which the rights to purchase being assigned may be
exercised; and (ii) if there are rights to purchase Warrant Shares remaining
pursuant to the undersigned Holder's Warrant after the assignment contemplated
herein, to issue and deliver to the undersigned Holder at the address stated
below a new Warrant evidencing the right to purchase the number of Warrant
Shares remaining after issuance and delivery of the Warrant to the above-named
assignee. Except for the number of Warrant Shares purchasable, the new Warrants
to be issued and delivered by the Company are to contain all of the same terms
and conditions as the undersigned Holder's Warrant. To complete the assignment
contemplated by this Assignment Form, the undersigned Holder hereby irrevocably
constitutes and appoints ___________________________ as the undersigned Holder's
attorney-in-fact to transfer the Warrant and the rights thereunder on the books
of the Company with full power of substitution for these purposes.

Dated:   ___________________        Holder:_____________________________________
                                          (This name must conform in all
                                          respects to the name of the Holder as
                                          specified on the face of the Warrant.)

                                    By: ________________________________________
                                    Name:_______________________________________
                                    Its:________________________________________

                                    Address:____________________________________
                                            ____________________________________
                                            ____________________________________