<PAGE>
                                                                     Exhibit 4.2

------------                                                        ------------
|  Number  |        CLASS C WARRANT CERTIFICATE TO PURCHASE         | WARRANTS |
| WC       |               SHARES OF COMMON STOCK OF                |          |
------------                                                        ------------

                              PANAMERICAN BANCORP
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
--------------------------------------------------------------------------------
|                                CLASS C WARRANT                               |
|  THIS CERTIFIES THAT:                                                        |
|                                                                              |
|                                                                              |
|  IS THE OWNER OF                                                             |
--------------------------------------------------------------------------------

PURCHASE OF SHARES: Subject to the terms and conditions set forth in this
Warrant, the holder of the Warrant is entitled, upon surrender of this Warrant
at the principal office of the Corporation (or at such place as the Corporation
may notify the holder in writing), to purchase from the Corporation 2.3 fully
paid and non-assessable shares of the Common Stock of the Corporation.

PURCHASE PRICE: The per share purchase price for the Shares is $.75.

EXERCISE PERIOD: 4.01 Exercise Date. This Warrant may be exercised at any time
at the sole discretion of the Purchaser (subject to the conditions of this
Warrant). 4.02 Termination Date. The Warrant shall terminate, if not duly
exercised, within five calendar years of the Warrant Issue Date. 4.03 The
Warrants May be Called. The Corporation may call and cancel this Warrant upon
thirty days written notice to the holder if all of the following conditions have
been met: a. the Common Stock of the Corporation underlying the warrant has been
registered with the United States Securities and Exchange Commission; b. a
public market has been established for the Common Stock of the Corporation and
the Common Stock Price has been at least $1.70 per share as set by the public
market for no less than 20 continuous trading days; and c. the Corporation shall
pay to the holder consideration of $1.73 per Warrant. Upon the Corporation's
exercise of its call rights, the holder may not exercise its Warrant and
purchase Common Stock of the Corporation as set forth herein unless the
Corporation has terminated its call of the Warrant. For purposes of computing
the Common Stock Price, the price shall be the average of the closing bid and
ask prices in the market in which the Common Stock is traded or the closing
price quoted on any exchange on which the Common Stock is listed, whichever is
applicable.

METHOD OF EXERCISE. While this Warrant remains outstanding and exercisable in
accordance with Paragraph 1 above, the holder of this Warrant may exercise the
purchase rights evidenced by this Warrant, in whole or in part, by delivering
the following to the Secretary of the Corporation at its principal office: a.
this Warrant together with a completed Election to Purchase; and b. collected
funds payable to the Corporation in an amount equal to the aggregate Exercise
Price for the number of Shares purchased.

ADJUSTMENT IN NUMBER OF SHARES. The number of and kind of securities subject to
exercise of this Warrant will be subject to adjustment. If the Corporation at
any time prior to the termination of the Warrant subdivides its Common Stock
combines its Common Stock or issues additional shares of its Common Stock as a
dividend or distribution with respect to any shares of its Common Stock, the
number of Shares issuable on the exercise of the Warrant will be proportionately
increased in the case of a subdivision of shares or decreased in the case of a
combination. When any adjustment is made as set forth above, the Corporation
must notify the holder of such event and the number of shares of Common Stock
subject to purchase upon exercise of this Warrant.

                                                     (Continued on reverse side)


     This certificate is not valid until countersigned by the Transfer Agent.

     WITNESS the facsimile seal of the Corporation and the facsimile signatures
     of its duly authorized officers.

------------------------------------------------------------
|    DATED:                                                |
------------------------------------------------------------
PANAMERICAN BANCORP

    /s/ [ILLEGIBLE]
          SECRETARY

                          COUNTERSIGNED:

                                          OLDE MONMOUTH STOCK TRANSFER CO., INC.
                              200 MEMORIAL PARKWAY, ATLANTIC HIGHLANDS, NJ 07716
                                                                  TRANSFER AGENT

                          BY:
                                                            AUTHORIZED SIGNATURE
                                                               /s/ [ILLEGIBLE]
                                                                  PRESIDENT

                          -------------------------
                          |  PANAMERICAN BANKCORP |
                          |       CORPORATE       |
                          |          SEAL         |
                          |          1996         |
                          |        DELAWARE       |
                          -------------------------

<PAGE>
                              PANAMERICAN BANCORP
                                   WARRANT C

(Continued from front)

NO FRACTIONAL SHARES. No fractional shares will be issued upon the exercise of
this Warrant, but, in lieu of such fractional shares, the Corporation will
round the number of shares issued to either the next higher or lower number of
whole shares, depending upon whether the exercise of this Warrant results in
shares above or below .50.

NO STOCKHOLDER RIGHTS. Prior to the exercise of this Warrant, the holder of
this Warrant will not be entitled to any rights of a shareholder. However, if
the Warrant holder otherwise owns the Common Stock of the Corporation such
rights as a shareholder will not be effected.

AMENDMENTS AND WAIVERS. Any term of this Warrant may be amended and the
observance of any term of this Warrant may be waived with the written consent
of the Corporation and the Purchaser. Nevertheless, the Corporation may, in its
sole discretion, amend the Warrant by reducing its exercise price and extending
its term. Any waiver or amendment will be binding upon the Purchaser, each
holder of any Shares purchased under this Warrant at the time outstanding and
each future holder of all such Shares, and the Corporation.

GOVERNING LAW. This Warrant will be governed by the laws of the State of
Delaware.

REPLACEMENT WARRANT. On receipt of evidence reasonable satisfactory to the
Corporation of the loss, theft, destruction or mutilation of this Warrant and,
in the case of loss, theft, or destruction, on delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Corporation, or
in case of mutilation, on surrender and cancellation of this Warrant, the
Corporation at its expense will execute and deliver, in lieu of this Warrant, a
new Warrant of like tenor and amount.

================================================================================

                              ELECTION TO PURCHASE
    (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS)

     Pursuant to Section 5 of the Warrant Agreement, the undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant
Certificate, to purchase __________ shares of the Common Stock of PanAmerican
Bancorp and herewith tenders in payment for such securities, cash or a
certified or official bank check payable in New York Clearing House Funds to
the order of PANAMERICAN BANCORP in the amount of $_________, all in accordance
with the terms hereof. The undersigned requests that a certificate for such
securities be registered in the name of:


-------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
                                                   IDENTIFYING NUMBER

and be delivered to:
                    -----------------------------------------------------------
                              (PLEASE PRINT OR TYPE NAME AND ADDRESS)

-------------------------------------------------------------------------------
and, if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:

-------------------------------------------------------------------------------
                         (PLEASE PRINT OR TYPE ADDRESS)

Dated:
      -----------------------------     --------------------------------------
                                                     Signature(s)

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

-----------------------------------     --------------------------------------
     Signature(s) Guaranteed                 (Social Security or Taxpayer
                                                Identification Number)


                                   ASSIGNMENT

     (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS)
               FOR VALUE RECEIVED the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

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

-------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints

---------------------------------------------------------------------- attorney
to transfer this Warrant Certificate on the books of the Corporation, with full
power of substitution in the premises.

Dated:
      -----------------------------     --------------------------------------
                                                     Signature(s)

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

-----------------------------------     --------------------------------------
     Signature(s) Guaranteed                 (Social Security or Taxpayer
                                                Identification Number)




--------------------------------------------------------------------------------
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR
OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE
MEDALLION PROGRAM.
--------------------------------------------------------------------------------
STOCK MARKET INFORMATION - www.stockinformation.com
      PRINTED BY: COLUMBIA FINANCIAL PRINTING CORP., BOX 219, BETHPAGE, NY 11714