<PAGE>   1

                                                                    EXHIBIT 10.9

             THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:00 P.M.
             (PACIFIC STANDARD TIME) ON MARCH 31, 2003


             WARRANTS TO PURCHASE COMMON SHARES OF NETSTAFF, INC.


             THIS IS TO CERTIFY THAT ELLIOTT, LANE & ASSOCIATES, INC. (the
"Holder") has the right to purchase, upon and subject to the terms and
conditions hereinafter referred to, up to 40,000 fully paid and non-assessable
shares of common stock (the "Shares") in the capital of NETSTAFF, INC.
(hereinafter called the "Company") for a period of three years from April 1,
2000, until 4:00 p.m. (Pacific Standard Time) on March 31, 2003 (the "Expiry
Date") at a price of $4.50 per Share.

        1.   ONE WARRANT AND $4.50 ARE REQUIRED TO PURCHASE ONE SHARE. THIS
             CERTIFICATE REPRESENTS 40,000 WARRANTS.

        2.   These Warrants are issued subject to the terms and conditions
             attached to the Warrant issued by the Company (the "Terms and
             Conditions") and dated April 1, 2000, and the Warrant Holder may
             exercise the right to purchase Shares only in accordance with those
             Terms and Conditions.

        3.   A copy of the Terms and Conditions may be obtained from the offices
             of the Company in the City of San Francisco, California.

        4.   Nothing contained herein or in the Terms and Conditions will confer
             any right upon the Holder hereof, or any other person, to subscribe
             for, or purchase, any Shares at any time subsequent to the Expiry
             Date, and from and after such time, these Warrants and all rights
             hereunder will be void and of no value.

             IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be signed by the undersigned, its authorized signatory, this 1st day of
April, 2000.


NETSTAFF, INC.


Per:    /s/ PATRICK RYLEE
    -----------------------------------
        Authorized Signatory

PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE OF THESE WARRANTS,
IN WHOLE OR IN PART, MUST BE LEGENDED AS FOLLOWS:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN


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RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.


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                              FORM OF SUBSCRIPTION

TO: NETSTAFF, INC.


The undersigned Holder of the within Warrants hereby subscribes for shares of
common stock (the "Shares") of Netstaff, Inc. (the "Company"), pursuant to the
attached Warrant certificate, at $4.50 per Share on the terms and conditions
specified therein.

The undersigned hereby directs that the Shares be registered as follows:


NAME(S) IN FULL              ADDRESS(ES)           NUMBER OF SHARES
---------------              -----------           ----------------







               TOTAL:

(Please print full name in which share certificates are to be issued, stating
whether Mr., Mrs. or Miss is applicable).

DATED this                     day of                     , 20___.

In the presence of:




Signature of Witness                               Signature of Warrant Holder

Please print below your name and address in full.

Name
    ------------------------------------------------------
Address
       ---------------------------------------------------

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


<PAGE>   4

TERMS AND CONDITIONS DATED APRIL 1, 2000, ATTACHED TO THE WARRANTS ISSUED BY
NETSTAFF, INC. TO ELLIOTT, LANE & ASSOCIATES, INC.

ARTICLE 1 - INTERPRETATION

SECTION 1.1 - DEFINITIONS

In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:

        (a)  "Company" means NETSTAFF, INC., until a successor corporation will
             have become such as a result of consolidation, amalgamation or
             merger with or into any other corporation or corporations, or as a
             result of the conveyance or transfer of all or substantially all of
             the properties and estates of the Company as an entirety to any
             other corporation, and thereafter "Company" will mean such
             successor corporation;

        (b)  "Company's Auditors" means an independent firm of accountants duly
             appointed as auditors of the Company;

        (c)  "Director" means a director of the Company for the time being, and
             reference, without more, to action by the directors means action by
             the directors of the Company as a Board, or whenever duly
             empowered, action by an executive committee of the Board;

        (d)  "herein," "hereby" and similar expressions refer to these Terms and
             Conditions as the same may be amended or modified from time to
             time; and the expression Article and Section, followed by a number
             refer to the specified Article or Section of these Terms and
             Conditions;

        (e)  "person" means an individual, corporation, partnership, trustee or
             any unincorporated organization and words importing persons have a
             similar meaning;

        (f)  "shares" means the common shares in the capital of the Company as
             constituted at the date hereof and any shares resulting from any
             subdivision or consolidation of the shares;

        (g)  "Warrant Holders" or "Holders" means the holders of the Warrants;
             and

        (h)  "Warrants" means the warrants of the Company issued and presently
             authorized, as set out in Section 2.01 hereof and for the time
             being outstanding, to ELLIOTT, LANE & ASSOCIATES, INC.

SECTION 1.2 - GENDER

Words importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter genders.


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SECTION 1.3 - INTERPRETATION NOT AFFECTED BY HEADINGS

The division of these Terms and Conditions into Articles and Sections, and the
insertion of headings, are for convenience of reference only and will not affect
the construction or interpretation thereof.

SECTION 1.4 - APPLICABLE LAW

The Warrants will be construed in accordance with the laws of the State of
California applicable thereto and will be treated in all respects as California
contracts.

ARTICLE 2 - ISSUE OF WARRANTS

SECTION 2.1 - ISSUE OF WARRANTS

Warrants entitling the Holders thereof to purchase up to an aggregate of 40,000
shares have been authorized and are herewith issued by the Company. This Warrant
certificate represents 40,000 Warrants.

SECTION 2.2 - ADDITIONAL WARRANTS

The Company may, at any time, and from time to time, issue additional warrants
or grant options or similar rights to purchase shares of its capital stock.

SECTION 2.3 - WARRANTS TO RANK PARI-PASSU

These Warrants and additional warrants, options or similar rights to purchase
shares from time to time issued or granted by the Company, will rank pari-passu,
whatever may be the actual dates of issue or grant thereof, or of the dates of
the certificates by which they are evidenced.

SECTION 2.4 - ISSUE IN SUBSTITUTION FOR LOST WARRANTS

(1)          In case a Warrant certificate becomes mutilated, lost, destroyed or
             stolen, the Company, at its discretion, may issue and deliver a new
             Warrant certificate of like date and tenor as the one mutilated,
             lost, destroyed or stolen, in exchange for and in place of and upon
             cancellation of such mutilated Warrant certificate, or in lieu of,
             and in substitution for such lost, destroyed or stolen Warrant
             certificate and the substituted Warrant certificate will be
             entitled to the benefit hereof and rank equally in accordance with
             its terms with all other Warrants issued or to be issued by the
             Company.

(2)          The applicant for the issue of a new Warrant certificate pursuant
             hereto will bear the cost of the issue thereof and in case of loss,
             destruction or theft furnish to the Company such evidence of
             ownership and of loss, destruction, or theft of the Warrant
             certificate so lost, destroyed or stolen as will be satisfactory to
             the Company in its discretion and such applicant may also be
             required to furnish indemnity in amount and form satisfactory to
             the Company in its discretion, and will pay the reasonable charges
             of the Company in connection therewith.


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SECTION 2.5 - WARRANT HOLDER NOT A SHAREHOLDER

The holding of a Warrant will not constitute the holder thereof a shareholder of
the Company, nor entitle him to any right or interest in respect thereof except
as in the Warrant expressly provided.

ARTICLE 3 - NOTICE

SECTION 3.1 - NOTICE TO WARRANT HOLDERS

Any notice to be given to the Holders shall be given in writing and will be
given by personal delivery, telecopied or sent by prepaid, registered post,
addressed to the Holders at the address of the Holders appearing on the Holder's
Warrant certificate or to such other address as the Holders may advise the
Company by notice in writing, or by electronic means of communication.

The date of receipt of such notice shall be the date of delivery thereof if
delivered or telecopied, or, if given by registered mail, shall be deemed to be
the fourth business day after the same shall have been so mailed, except in the
case of interruption of postal services for any reason whatever, in which case,
the date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.

SECTION 3.2 - NOTICE TO THE COMPANY

Any notice to be given to the Company shall be given in writing and will be
given by personal delivery, telecopied or sent by prepaid, registered post,
addressed to the Company, at its business office, or delivered to the Company,
at its business office or to such other address as the Company may advise the
Holders by notice in writing, or by electronic means of communication.

The date of receipt of such notice shall be the date of delivery thereof if
delivered or telecopied, or, if given by registered mail, shall be deemed to be
the fourth business day after the same shall have been so mailed except in the
case of interruption of postal services for any reason whatever, in which case
the date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.

ARTICLE 4 - EXERCISE OF WARRANTS

SECTION 4.1 - METHOD OF EXERCISE OF WARRANTS

The right to purchase shares conferred by the Warrants may be exercised by the
Holders of such Warrant surrendering it, with a duly completed and executed
subscription form and a bank draft, or certified check, payable to, or to the
order of, the Company, at par, in San Francisco, California, for the purchase
price applicable at the time of surrender in respect of the shares subscribed
for in lawful money of the United States of America, to the Company, at its
principal office in San Francisco, California.


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SECTION 4.2 - ALTERNATE METHOD OF EXERCISE

In lieu of exercising Warrants as provided for in Section 4.1 above, the Holders
may elect to receive shares equal to the value of the Warrants (or any portion
thereof) by surrendering the Warrant certificate, together with a notice of such
election, to the Company, at its principal office in San Francisco, California,
in which case the Holders shall be entitled to receive that number of shares of
the Company calculated as follows:

               X  =  Y (A-B)
                     -------
                         A

        where:

               X =    the number of shares of the Company to be issued to the
                      Holders

               Y =    the number of Warrants which are being exercised

               A =    the fair market value of one share of the Company as at
                      the date the notice of exercise is received by the
                      Company; and

               B =    the exercise price of the Warrants

and for the purposes of this section the "fair market values" of one share of
the Company shall be the average closing price of the Company's shares for the
five trading days immediately preceding the date the notice of exercise is
received by the Company where the Company's shares trade on a recognized stock
exchange or national market system and shall be the average of the mean of the
closing bid and ask prices for such shares for the five trading days immediately
preceding the date the notice of exercise is received by the Company where the
Company's shares trade over-the-counter.

SECTION 4.3 - EFFECT OF EXERCISE OF WARRANTS

(1)          Upon exercise as aforesaid the shares so subscribed for will be
             deemed to have been issued and such person or persons will be
             deemed to have become the holder or holders of record of such
             shares on the date of such surrender and payment, and such shares
             will be issued at the subscription price in effect on the date of
             such exercise.

(2)          Within ten business days after exercise as aforesaid, the Company
             will forthwith cause to be delivered to the person or persons in
             whose name or names the shares so subscribed for are to be issued
             as specified in such subscription or mailed to him or them at his
             or their respective addresses specified in such subscription, a
             certificate or certificates for the appropriate number of shares
             not exceeding those which the Warrant Holder is entitled to
             purchase pursuant to the Warrant Certificate surrendered.






<PAGE>   8
SECTION 4.4 - SUBSCRIPTION FOR LESS THAN ENTITLEMENT

The Holders of any Warrant certificate may subscribe for, and purchase, a number
of shares less than the number which the Holders are entitled to purchase,
pursuant to the surrendered Warrant. In the event of any purchase of a number of
shares less than the number which can be purchased pursuant to a Warrant
certificate, the Holders, upon exercise thereof, will, in addition, be entitled
to receive, on that same date (the "New Date"), a new Warrant certificate
effective as of the New Date, in respect of the balance of the shares which the
Holders were entitled to purchase pursuant to the surrendered Warrant
certificate and which were not then purchased.

SECTION 4.5 - WARRANTS FOR FRACTIONS OF SHARES

To the extent that the Holders of any Warrant are entitled to receive on the
exercise or partial exercise thereof a fraction of a common share, such right
may be exercised in respect of such fraction only in combination with another
Warrant or other Warrants which in the aggregate entitle the holder to receive a
whole number of such common shares.

SECTION 4.6 - EXPIRATION OF WARRANTS

After the expiration of the period within which a Warrant is exercisable, all
rights thereunder will wholly cease and terminate, and such Warrant will be void
and of no effect.

SECTION 4.7 -TIME OF ESSENCE

Time will be of the essence hereof.

SECTION 4.8 - SUBSCRIPTION PRICE

One Warrant and $4.50, during the term of the Warrants, are required to
subscribe for each share.

SECTION 4.9 - ADJUSTMENT OF EXERCISE PRICE

The exercise price and the number of common shares deliverable upon the exercise
of the Warrants will be subject to adjustment in the event and in the manner
following:

(1)          If, and whenever, the shares at any time outstanding are subdivided
             into a greater or consolidated into a lesser number of shares the
             exercise price will be decreased or increased proportionately as
             the case may be; upon any such subdivision or consolidation the
             number of shares deliverable upon the exercise of the Warrants will
             be increased or decreased proportionately as the case may be.

(2)   (a)    In case of any capital reorganization or of any reclassification of
             the capital of the Company, or in the case of the consolidation,
             merger or amalgamation of the Company with or into any other
             Company (hereinafter collectively referred to as a
             "Reorganization"), each Warrant will after such Reorganization
             confer the right to purchase the number of shares or other
             securities of the Company (or of the Company resulting from such
             Reorganization) which the Warrant Holders would have been


<PAGE>   9

             entitled to upon Reorganization if the Warrant Holders had been
             shareholders at the time of such Reorganization.

             (b) In any such case, if necessary, appropriate adjustments will be
             made in the application of the provisions of this Article Four
             relating to the rights and interest thereafter of the Holders of
             the Warrants so that the provisions of this Article Four will be
             made applicable as nearly as reasonably possible to any shares or
             other securities deliverable after the Reorganization on the
             exercise of the Warrants.

             (c) The subdivision or consolidation of shares at any time
             outstanding into a greater or lesser number of shares (whether with
             or without par value) will not be deemed to be a Reorganization for
             the purposes of this paragraph (2).

(3)          The adjustments provided for in this Section are cumulative and
             will become effective immediately after the record date or, if no
             record date is fixed, the effective date of the event which results
             in such adjustments.

SECTION 4.10 - DETERMINATION OF ADJUSTMENTS

If any questions will at any time arise with respect to the exercise price or
any adjustment provided for in Section 4.8, such questions will be conclusively
determined by the Company's Auditors, or, if they decline to so act, any other
firm of chartered accountants, in San Francisco, California that the Company may
designate and who will have access to all appropriate records, and such
determination will be binding upon the Company and the Holders of the Warrants.

ARTICLE 5 - COVENANTS BY THE COMPANY

SECTION 5.1 - RESERVATION OF SHARES

The Company will reserve, and there will remain unissued out of its authorized
capital, a sufficient number of shares to satisfy the rights of purchase
provided for herein and in the Warrants should the Holders of all the Warrants
from time to time outstanding determine to exercise such rights in respect of
all shares which they are or may be entitled to purchase pursuant thereto and
hereto.

SECTION 5.2 - COMPANY MAY PURCHASE

The Company may, from time to time, offer to purchase, and purchase, for
cancellation only, any Warrants in such manner, from such persons, and on such
terms and conditions as it determines.

SECTION 5.3 - REGISTRATION RIGHTS

(1) If the Company determines to register any of its securities for the account
of a shareholder or holders, other than in a registration relating solely to
employee benefit plans, a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not permit
secondary sales, the Company will (i) promptly give to each person who is a
Warrant Holder at the effective date notice and (ii) use its


<PAGE>   10

best efforts to include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting involved
therein, all the Registerable Securities of such shareholder, as requested, such
request to be made in writing and received by the Company within twenty (20)
days after it delivers its notice of the proposed registration. Such request may
specify all or part of the Holders' Registerable Securities. As used herein, the
term Registerable Securities means shares of the Company's common stock issued
or issuable to the Warrant Holders pursuant hereto.

(2) If any shares issuable as a result of the exercise of Warrants hereunder
cannot be registered as a result of limitations of the aggregate number of
shares of Registerable Securities that may be so included, the number of shares
of Registerable Securities that may be included shall be allocated among the
Holders requesting inclusion of shares, pro rata, on the basis of the number of
shares of Registerable Securities, provided that such allocation shall not
operate to reduce the aggregate number of Registerable Securities that may be
included in such registration if any Holder does not request inclusion of the
maximum number of shares of Registerable Securities allocated to it pursuant to
the procedure described in this section, and the remaining portion of its
allocation shall be reallocated among those requesting Holders whose allocation
did not satisfy the request pro rata on the basis of the number of shares of
Registerable Securities which will be held by such Holders and any selling
shareholders.

(3) Notwithstanding the rights set forth herein, the Company shall have no
registration obligation to any Holder in the event that the Company is advised
by its underwriter or other selling agent that the underwriter is not willing to
register shares issuable pursuant to the Warrants by reason of market conditions
or any other reason relating to the primary obligation of such underwriter or
agent to sell the shares of the Company, its being the intention of the parties
that the Company's ability to sell all of the shares that it wishes to sell
pursuant to any registration statement shall be paramount to, and shall
supersede, the rights of any Holder hereunder.

ARTICLE 6 - WAIVER OF CERTAIN RIGHTS

SECTION 6.1 - IMMUNITY OF SHAREHOLDERS, ETC.

The Warrant Holders, as part of the consideration for the issue of the Warrants,
waive and will not have any right, cause of action or remedy now or hereafter
existing in any jurisdiction against any past, present or future incorporator,
shareholder, Director or Officer (as such) of the Company, for the issue of
shares, pursuant to any Warrant or on any covenant, agreement, representation or
warranty by the Company herein contained or in the Warrant.


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ARTICLE 7 - MODIFICATION OF TERMS, MERGER, SUCCESSORS

SECTION 7.1 - MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES

From time to time, the Company may, subject to the provisions of these presents,
modify the Terms and Conditions hereof, for the purpose of correction or
rectification of any ambiguities, defective provisions, errors or omissions
herein.

SECTION 7.2 - TRANSFERABILITY

The Warrants and all rights attached to them are not transferable or assignable.

DATED this 1st day of April, 2000.

                                       NETSTAFF, INC.

                                       By:    /s/ PATRICK RYLEE
                                          ------------------------------------
                                       Authorized Signatory