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                                   EXHIBIT 4.2


                                  ABAD WARRANT



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                                     WARRANT

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN.

                             WARRANTECH CORPORATION

                    Warrant for the purchase of a maximum of
                         40,000 shares of Common Stock,
                           $0.007 par value per share

                                                     A Maximum of 40,000 Shares


         THIS CERTIFIES that, for value received, BENITO ABAD with an address at
67-79 Groton  Street,  Forest  Hills,  New York 11375  (including  any permitted
transferee,  the  "Holder"),  is entitled to  subscribe  for and  purchase  from
Warrantech Corporation,  a Delaware corporation (the "Company"),  upon the terms
and conditions set forth herein,  at any time from the first Vesting Date to the
date (3) years after the last Vesting Date (the "Exercise Period"), up to 40,000
shares (the "Shares") of the Company's common stock,  $0.007 par value per share
(the  "Common  Stock").  The price (the  "Exercise  Price") for each Share as to
which  the  right  to  purchase  vests on a  particular  Vesting  Date  shall be
determined as follows.  The Exercise Price for each such Share shall be equal to
the Average Daily Fair Market Value of the Shares  during the Quarter  ending on
the applicable Vesting Date.

         This Warrant is issued to the Holder in connection  with the Consulting
Agreement  dated  April 1, 2002  ("Consulting  Agreement"),  by and  between the
Company and the Holder.  So long as a  Termination  Date shall not have occurred
prior to a  particular  Vesting  Date,  there  shall vest the right to  purchase
10,000 shares on each Vesting  Date. If a Termination  Date shall occur prior to
the first  Vesting  Date,  there shall not vest the right to purchase any Shares
and this Warrant shall terminate and be of no further force and effect.

         If a Termination  Date shall occur after the first Vesting Date,  there
shall vest for the Quarter in which such  Termination Date shall occur the right
to purchase an  additional  number of shares equal to 111.11  multiplied  by the
number of full days which have  elapsed in such  Quarter  since the last Vesting
Date.  Notwithstanding any other provision of this Warrant,  the Holder shall be
entitled to purchase only up to the Vested Shares Rights at any point in time.

         1.       DEFINITIONS

                  "ACT" shall have the meaning as set forth in Section 4.

                  "ADJUSTMENT  THRESHOLD  AMOUNT"  shall have the meaning as set
forth in Section 7(d).


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                  "AVERAGE  DAILY FAIR MARKET  VALUE" shall mean the mean of the
Fair  Market  Value for each day during a Quarter  which shall not be a day upon
which the New York Stock Exchange shall not be open for trading.

                  "COMMON  STOCK"  shall  have the  meaning  as set forth in the
preamble.

                  "COMPANY" shall have the meaning as set forth in the preamble.

                  "CONSULTING  AGREEMENT" shall have the meaning as set forth in
the preamble.

                  "EXERCISE  PRICE"  shall have the  meaning as set forth in the
preamble.

                  "FAIR  MARKET  VALUE" shall mean the market price of shares of
Common Stock, determined by the board of directors as follows:

         (f)      If the shares of Common Stock were traded  over-the-counter on
                  the date in  question  but were not  classified  as a national
                  market issue, then the Fair Market Value shall be equal to the
                  last-transaction price quoted for such date;

         (g)      If the shares of Common Stock were traded  over-the-counter on
                  the date in question but were  classified as a national market
                  issue,  then  the  Fair  Market  Value  shall  be equal to the
                  last-transaction  price  quoted by the NASDAQ  system for such
                  date;

         (h)      If the shares of Common Stock were traded on a stock  exchange
                  on the date in  question,  then the Fair Market Value shall be
                  equal  to  the  closing  price   reported  by  the  applicable
                  composite transactions report for such date; and

         (i)      If none of the foregoing  provisions is  applicable,  then the
                  Fair  Market  Value  shall  be  determined  by  the  board  of
                  directors  of the  Company  in good  faith on such basis as it
                  deems appropriate.

         (j)      When possible,  the  determination of Fair Market Value by the
                  board of directors of the Company shall be based on the prices
                  reported in The Wall Street Journal.  The determination on the
                  Board of  Directors  of the Company  shall be  conclusive  and
                  binding on all persons.

                  "FIRST  QUARTER"  shall mean the date of this Warrant  through
and including June 30, 2002.

                  "EXERCISE  PERIOD"  shall have the meaning as set forth in the
preamble.

                  "EXERCISE  PRICE"  shall have the  meaning as set forth in the
preamble.

                  "HOLDER" shall have the meaning as set forth in the preamble.


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                  "LAST   QUARTER"  shall  mean  January  1,  2003  through  and
including March 31, 2003.

                  "QUARTER"  shall  mean each of the First  Quarter,  the Second
Quarter, the Third quarter and the Last Quarter.

                  "SECOND QUARTER" shall mean July 1, 2002 through and including
December 31, 2002.

                  "SHARE" shall have the meaning as set forth in the preamble.

                  "TERMINATION   DATE"  shall  mean  the  date  the   Consulting
Agreement shall terminate for any reason.

                  "THIRD  QUARTER"  shall  mean  October  1,  2002  through  and
including December 31, 2002.

                  "VESTED SHARE RIGHTS" shall mean all rights to purchase shares
which  shall  have  vested  at any point in time  pursuant  to the terms of this
Warrant.

                  "VESTING DATE" shall mean the last day of any Quarter.

         2.       EXERCISE PERIOD AND EXERCISE PRICE

         This Warrant may be exercised  during the  Exercise  Period,  as to the
whole or any lesser number of Shares (subject to the limitation set forth in the
preamble to this Warrant with respect to Vested Share Rights),  by the surrender
of this  Warrant  (with the  election  at the end hereof duly  executed)  to the
Company at its office at One Canterbury Green, 8th Floor, Stamford, CT 06901, or
at such other place as is  designated  in writing by the Company,  together with
cash or a certified or bank cashier's  check payable to the order of the Company
in an amount equal to the Exercise Price  multiplied by the number of Shares for
which this  Warrant is being  exercised.  If this Warrant is  exercised,  at any
time, for less than all of the Shares, the exercise shall be deemed to relate to
the Vested Share Rights in the same order in which they have vested.

         3.       PURCHASE OF SHARES

         Upon each  exercise  of the  Holder's  rights to purchase  Shares,  the
Holder  shall be deemed to be the holder of record of the Shares  issuable  upon
such exercise, notwithstanding that the transfer books of the Company shall then
be closed or  certificates  representing  such  Shares  shall not then have been
actually  delivered  to the  Holder.  As soon as  practicable  after  each  such
exercise of this  Warrant,  the Company  shall issue and deliver to the Holder a
certificate  or  certificates  for  the  Shares  issuable  upon  such  exercise,
registered in the name of the Holder or its designee.  If this Warrant should be
exercised in part only,  the Company  shall,  upon surrender of this Warrant for
cancellation,  execute  and deliver a new  Warrant  evidencing  the right of the
Holder to purchase  the balance of the Shares (or portions  thereof)  subject to
purchase hereunder.


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         4.       EXERCISE PROCEDURE

         Any Shares  issued upon the exercise of this Warrant  shall be numbered
and shall be  registered  in a Common  Stock  Register as they are  issued.  The
Company  shall be  entitled to treat the  registered  holder of any Share as the
owner in fact thereof for all  purposes and shall not be bound to recognize  any
equitable  or other  claim to or interest in such Share on the part of any other
person, and shall not be liable for any registration or transfer of Shares which
are  registered or to be registered in the name of a fiduciary or the nominee of
a fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  or transfer,  or
with the knowledge of such facts that its  participation  therein amounts to bad
faith.  This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized  attorney
or representative, or accompanied by proper evidence of succession,  assignment,
or  authority to  transfer.  In all cases of transfer by an attorney,  executor,
administrator,  guardian,  or other  legal  representative,  duly  authenticated
evidence of his or its authority  shall be produced.  Upon any  registration  of
transfer,  the  Company  shall  deliver a new  Warrant or Warrants to the person
entitled  thereto.  This Warrant may be  exchanged,  at the option of the Holder
thereof, for another Warrant, or other Warrants of different  denominations,  of
like tenor and representing in the aggregate the right to purchase a like number
of Shares (or  portions  thereof),  upon  surrender  to the  Company or its duly
authorized  agent.  Notwithstanding  the  foregoing,  the Company  shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company,  such  transfer  does not comply with the
provisions of the Securities Act of 1933, as amended (the "Act"),  and the rules
and regulations thereunder.

         5.       REGISTRATION RIGHTS

         The Company shall file a Registration  Statement covering the Shares on
Form S-8, or other  comparable form then in effect,  on or before the end of the
First Quarter.

         6.       RESERVATION OF COMMON STOCK

         The Company shall at all times reserve and keep  available,  solely for
the purpose of  providing  for the exercise of the rights to purchase all Shares
granted  pursuant to this  Warrant,  such  number of shares of Common  Stock and
other stock,  securities and property as from time to time are  receivable  upon
exercise of this Warrant.  The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant,  upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.


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         7.       NOTICE OF ADJUSTMENTS

         The Exercise  Price and the number of Shares of Common Stock subject to
this Warrant shall be subject to adjustment from time to time as follows:

                  (A)      SUBDIVISION OR COMBINATION OF STOCK

                           (1) If at any time or from time to time following the
date of issuance of this Warrant the Company  shall  subdivide  its  outstanding
shares  of  Common  Stock,  the  Exercise  Price  for  this  Warrant  in  effect
immediately  prior to such subdivision  shall be  proportionately  reduced,  and
conversely,  in case the outstanding shares of Common Stock of the Company shall
be  combined  into a smaller  number of  shares,  the  Exercise  Price in effect
immediately prior to such combination shall be proportionately increased.

                           (2) Upon each  adjustment  of the  Exercise  Price as
provided in (a)(i) above,  the Holder shall  thereafter be entitled to purchase,
at the  Exercise  Price  resulting  from such  adjustment,  the number of Shares
(calculated to the nearest whole share of Common Stock)  obtained by multiplying
the Exercise Price in effect  immediately prior to such adjustment by the number
of Shares  purchasable  pursuant hereto immediately prior to such adjustment and
dividing  the  product  thereof  by  the  Exercise  Price  resulting  from  such
adjustment.

                  (B)  ADJUSTMENT  FOR STOCK  DIVIDENDS.  If and whenever at any
time the Company  shall declare a dividend or make any other  distribution  upon
any class or series of stock of the Company payable in shares of Common Stock or
securities  convertible  into shares of Common Stock, the Exercise Price and the
number  of  Shares  to be  obtained  upon  exercise  of this  Warrant  shall  be
proportionately  adjusted to reflect the  issuance of any shares of Common Stock
or  convertible  securities,  as the case may be,  issuable  in  payment of such
dividend or distribution.

                  (C) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. If any capital  reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation,  or the sale of
all or substantially all of its assets to another  corporation shall be effected
in such a way that holders of Common  Stock shall be entitled to receive  stock,
securities,  or  other  assets  or  property,  then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  lawful  and
adequate  provisions  shall be made whereby the Holder  hereof shall  thereafter
have the right to purchase  and  receive (in lieu of the Shares of Common  Stock
immediately  theretofore  purchasable) such shares of stock, securities or other
assets or  property as may be issued or payable  with  respect to or in exchange
for a number of outstanding shares of Common Stock equal to the number of Shares
of such  stock  immediately  theretofore  purchasable  and  receivable  upon the
exercise  of the rights  represented  hereby.  In any  reorganization  described
above,  appropriate  provision  shall be made with  respect  to the  rights  and
interests  of the Holder of this Warrant to the end that the  provisions  hereof
(including, without limitation, provisions for adjustments of the Exercise Price
and of the number of Shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be, in relation to any
shares of stock,  securities or assets thereafter  deliverable upon the exercise
hereof.  The  Company  will not  effect any such  consolidation,  merger or sale
unless, prior to the consummation  thereof, the successor  corporation (if other
than  the  Company)   resulting  from  such  consolidation  or  the  corporation

                                       25
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purchasing such assets shall assume by written  instrument,  executed and mailed
or delivered to the registered  Holder hereof at the last address of such Holder
appearing on the books of the Company,  the obligation to deliver to such Holder
such shares of stock,  securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase.

                  (D) MINIMAL  ADJUSTMENTS.  No adjustment in the Exercise Price
and/or  the  number  of  Shares  subject  to this  Warrant  need be made if such
adjustment  would  result  in a change in the  Exercise  Price of less than five
cents ($0.05) (the  "Adjustment  Threshold  Amount").  Any adjustment  less than
these  amounts  which is not made  shall be  carried  forward  and shall be made
together  with any  subsequent  adjustments,  at the time when (i) the aggregate
amount of all such  adjustments  is equal to at least the  Adjustment  Threshold
Amount or (ii) this Warrant is exercised.

                  (E)  CERTIFICATE OF  ADJUSTMENTS.  Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this Section 7, the
Company, at its expense,  shall promptly compute such adjustment or readjustment
in  accordance  with the terms  hereof and  prepare  and furnish to the Holder a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based.  The  Company
shall,  upon written  request at any time of the Holder,  furnish or cause to be
furnished to the Holder a like  certificate  setting forth (i) such  adjustments
and  readjustments,  (ii) the then effective Exercise Price and number of Shares
subject  to this  Warrant,  and (iii) the then  effective  amount of  securities
(other than the shares of Common Stock) and other property,  if any, which would
be received upon exercise of this Warrant.

         8.       EXPENSES

         The issuance of any Shares upon the exercise of this  Warrant,  and the
delivery of certificates or other instruments representing such Shares, shall be
made without charge to the Holder for any tax or other charge in respect of such
issuance.  The Company shall not, however, be required to pay income tax imposed
upon the  Holder or any tax which may be  payable  in  respect  of any  transfer
involved in the issue and delivery of any  certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate  unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have  established
to the satisfaction of the Company that such tax has been paid.

         9.       LOSS OF WARRANT

         Upon  receipt  of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction,  or mutilation  of this Warrant (and upon  surrender of any
Warrant if  mutilated),  including  an affidavit of the Holder that this Warrant
has been lost,  stolen,  destroyed  or  mutilated,  together  with an  indemnity
against any claim that may be made  against the Company on account of such lost,
stolen,  destroyed or mutilated Warrant, and upon reimbursement of the Company's
reasonable  incidental  expenses,  the Company  shall execute and deliver to the
Holder a new Warrant of like date, tenor, and denomination.


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         10.      NO STOCKHOLDER RIGHTS

         The  Holder of this  Warrant  shall not have  solely on account of such
status, any rights of a stockholder of the Company,  either at law or in equity,
or to any notice of meetings of stockholders or of any other  proceedings of the
Company, except as provided in this Warrant.

         11.      GOVERNING LAW

         This  Warrant  shall be construed  in  accordance  with the laws of the
State of Delaware  applicable to contracts made and performed within such State,
without giving effect to conflicts of law principles.

         12.      NOTICES

         Any notice or other  communication  required or  permitted  to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt  requested,  or by Federal  Express,  Express Mail or similar  overnight
delivery or courier  service or delivered  (in person or by  telecopy,  telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to the Company,  at its address at One Canterbury Green, 8th
Floor, Stamford, CT 06901, Attention: James F. Morganteen,  Esq.; (ii) if to the
Holder,  at its address set forth on the first page  hereof,  or (iii) in either
case,  to such other  address as the party  shall have  furnished  in writing in
accordance  with the  provisions of this Section 12. Notice to the estate of any
party shall be  sufficient if addressed to the party as provided in this Section
12. Any notice or other  communication  given by certified  mail shall be deemed
given at the time of  certification  thereof,  except  for a notice  changing  a
party's address which shall be deemed given at the time of receipt thereof.  Any
notice  given by other means  permitted by this Section 12 shall be deemed given
at the time of receipt thereof.

         13.      WAIVER

         No course of dealing and no delay or omission on the part of the Holder
in exercising any right or remedy shall operate as a waiver thereof or otherwise
prejudice the Holder's  rights,  powers or remedies.  No right,  power or remedy
conferred by this Warrant upon the Holder shall be exclusive of any other right,
power or remedy  referred  to herein or now or  hereafter  available  at law, in
equity,  by statute or otherwise,  and all such remedies may be exercised singly
or concurrently.


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         14.      AMENDMENT

         This  Warrant may be amended only by a written  instrument  executed by
the Company and the Holder  hereof.  Any  amendment  shall be endorsed upon this
Warrant, and all future Holders shall be bound thereby.

         15.      CAPTIONS

         Paragraph  captions  contained in this  Warrant are inserted  only as a
matter of convenience and for reference and in no way define, limit or extend or
describe the scope of this Warrant or the intent of any provision hereof.

Dated:  April 1, 2002
                                    WARRANTECH CORPORATION


                                    By: /s/ Richard F. Gavino
                                      --------------------------------------
                                        Name:  Richard F. Gavino
                                        Title:  Executive Vice President/
                                                Chief Financial Officer


[Seal]



/s/ James F. Morganteen
--------------------------------
James F. Morganteen, Secretary




                                       28
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                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

                  FOR  VALUE  RECEIVED,   ______________________  hereby  sells,
assigns, and transfers unto  ________________ a Warrant to purchase up to 40,000
Shares of  Warrantech  Corporation  (the  "Company"),  together  with all right,
title, and interest therein, and does hereby irrevocably  constitute and appoint
_________  ___________________ attorney to transfer such Warrant on the books of
the Company, with full power of substitution.


Dated:__________________
                                   Signature
                                            ----------------------------------


                                  --------------------------------------------
                                   Signature Guarantee


                                     NOTICE

                  The signature on the foregoing  Assignment  must correspond to
the name as written upon the face of this Warrant in every  particular,  without
alteration or enlargement or any change whatsoever.

To:      Warrantech Corporation
         One Canterbury Green
         8th Floor
         Stamford, CT  06901
         Attention: James F. Morganteen, Esq.


                                       29
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                              ELECTION TO EXERCISE

         The  undersigned  hereby  exercises  his  or  its  rights  to  purchase
_________  Shares covered by the within Warrant and tenders payment  herewith in
the amount of $ ___________ in accordance  with the terms thereof,  and requests
that  certificates  for such  securities be issued in the name of, and delivered
to:






                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of Shares shall not be all the Shares  covered by the within
Warrant,  that a new Warrant for the balance of the Shares covered by the within
Warrant be registered in the name of, and delivered to, the  undersigned  at the
address stated below.

Dated:__________________
                                         -------------------------------------
                                         (Signature)



                                         -------------------------------------
                                         (Signature Guarantee)



                                         -------------------------------------
                                         (Signature Guarantee)




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