<PAGE>

                                                                   Exhibit 10.15

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

No.  CTRB______                                               _________ Warrants

                             CASH TECHNOLOGIES, INC.

                                     WARRANT

         This warrant certificate (the "Warrant Certificate") certifies that
_____________ or registered assigns, is the registered holder of Warrants to
purchase, at any time until 5:00 P.M. New York City time on December 26, 2006
(the "Expiration Date"), up to 302,231 fully-paid and non-assessable shares,
subject to adjustment in accordance with Article 6 hereof (the "Warrant
Shares"), of the common stock, par value $.001 per share (the "Common Stock"),
of Cash Technologies, Inc., a Delaware corporation (the "Company"), subject to
the terms and conditions set forth herein. The warrants represented by this
Warrant Certificate and any warrants resulting from a transfer or subdivision of
the warrants represented by this Warrant Certificate shall sometimes hereinafter
be referred to, individually, as a "Warrant" and, collectively, as the
"Warrants."

1.              Exercise of Warrants. Each Warrant is exercisable to purchase
one Warrant Share at an initial exercise price as set forth in Article 6 hereof,
payable in cash or by check to the order of the Company, or any combination of
cash or check. Upon surrender of this Warrant Certificate with the annexed Form
of Election to Purchase duly executed, together with payment of the Exercise
Price (as hereinafter defined) for the Warrant Shares purchased, at the
Company's principal offices (presently located at 1434 West 11th Street, Los
Angeles, California 90015), the registered holder of the Warrant Certificate
(the "Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. The purchase rights
represented by this Warrant Certificate are exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional shares). In the
case of the purchase of less than all the Warrant Shares purchasable under this
Warrant Certificate, the Company shall cancel this Warrant Certificate upon its
surrender and shall execute and deliver a new Warrant Certificate of like tenor
for the balance of the Warrant Shares purchasable hereunder.

2.              Redemption by Company.

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2.1.            Following the completion of a registration under the Securities
Act of 1933, as amended, of the Warrant Shares AS PROVIDED IN Section 5 hereof,
and such registration statement is then effective and allows for the resale of
the Warrant Shares by the Holder, the Company may, on not less than 10 days'
prior written notice, redeem this Warrant at a price of $.01 per Warrant,
provided that the sale price of the Company's Common Stock, as officially
reported by the principal securities exchange on which the Common Stock is
listed or admitted to trading or as reported in the National Market System or
such other exchange or registered securities association on which the Common
Stock is traded or quoted, has averaged at least $6.88 per share for the 10
consecutive trading days ending at least five days prior to the date on which
notice is given (subject to any adjustment as provided in Section 7 hereof).

2.2.            In case the Company shall exercise its right to redeem the
Warrants, it shall give or cause to be given notice to the Holders of the
Warrants, by mailing to such Holders a notice of redemption, first class,
postage prepaid, at their last address as shall appear on the records of the
Company. Any notice mailed in the manner provided herein shall be conclusively
presumed to have been duly given whether or not the Holder receives such notice.

2.3.            The notice of redemption shall specify (i) the redemption price,
(ii) the redemption date, which shall in no event be less than thirty (30) days
after the date of mailing of such notice, and (iii) the place where the Warrant
shall be delivered and the redemption price shall be paid. No failure to mail
such notice nor any defect therein or in the mailing thereof shall affect the
validity of the proceedings for such redemption except as to a holder (a) to
whom notice was not mailed or (b) whose notice was defective. An affidavit of
the employee or agent of the Company responsible for delivery of the notice,
that such notice of redemption has been mailed shall, in the absence of fraud,
be prima facie evidence of the acts stated therein. The redemption price payable
to the Holders shall be mailed to such persons at their addresses of record.

3.              Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith without charge to the Holder thereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Article 3
hereof) be issued in the name of, or in such names as may be directed by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance 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.

            The Warrant Certificates and, upon exercise of the Warrants, the
certificates representing the Warrant Shares shall be executed on behalf of the
Company by the manual or facsimile signature of those officers required to sign
such certificates under applicable law.

4.              Restriction on Transfer of Warrants.

4.1.            The Holder of this Warrant Certificate, by its acceptance
thereof, represents and

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warrants to, and covenants and agrees with the Company that the Warrants and the
Warrant Shares issuable upon exercise of the Warrants are being acquired for the
Holder's own account as an investment and not with a view to the resale or
distribution thereof and that the Warrants and the Warrant Shares are not
registered under the Act or any state securities or blue sky laws and,
therefore, may not be transferred unless such securities are either registered
under the Act and any applicable state securities law or an exemption from such
registration is available. The Holder of this Warrant Certificate acknowledges
that the Holder is an "accredited investor" within the meaning of Regulation D
promulgated under the Act who has been provided with an opportunity to ask
questions of representatives of the Company concerning the Company and that all
such questions were answered to the satisfaction of the Holder. In connection
with any purchase of Warrant Shares the Holder agrees to execute any documents
which may be reasonably required by counsel to the Company to comply with the
provisions of the Act and applicable state securities laws.

4.2.            This Warrant Certificate and, upon exercise of the Warrants, in
part or in whole, certificates representing the Warrant Shares shall bear a
legend substantially similar to the following:

                "The securities represented by this certificate have not been
            registered under the Securities Act of 1933, as amended ("Act"), and
            may not be offered or sold except (i) pursuant to an effective
            registration statement under the Act, (ii) to the extent applicable,
            pursuant to Rule 144 under the Act (or any similar rule under such
            Act relating to the disposition of securities), or (iii) upon the
            delivery by the holder to the Company of an opinion of counsel,
            reasonably satisfactory to counsel to the issuer, stating that an
            exemption from registration under such Act is available."

5.              Registration.

5.1             Registerable Shares. For purposes of this Agreement, the term
"Registerable Shares" shall include the shares of Common Stock issuable upon
exercise of this Warrant and shall also include any securities issued or
issuable with respect to the Warrants or Warrant Shares by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise; provided, however,
the term "Registrable Shares shall not include (i) any shares held by the holder
which have been previously registered under a registration statement declared
effective by the SEC or (ii) any Warrant Shares or other shares of Common Stock
owned by the holder which may be resold pursuant to SEC Rule 144.

5.2             Indemnification.

            (a) In the event of any registration of any the Registerable Shares
under the Act, the Company shall indemnify and hold harmless each Holder, the
affiliates of each such Holder, the directors, partners, officers, employees and
agents of each such Holder and any person who controls any such Holder within
the meaning of the Act or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or State statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) caused by, arising out of or based on any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement under which such securities were reg-

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istered under the Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or arise
out of or are based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company will not be liable
in any case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein, (ii) the Company will not be liable
to any indemnified party under this indemnity agreement with respect to any
Registration Statement or Prospectus to the extent that any such loss, claim,
damage or liability of such indemnified party results from the use of the
Prospectus during a period when the use of the Prospectus has been suspended in
accordance with Section 5.2(d) hereof, provided that the Holders received prior
notice of such suspension, which notice shall be deemed to have been received by
such Holders within 48 hours after the giving thereof; and (iii) the Company
shall not be liable to any indemnified party with respect to any preliminary
Prospectus to the extent that any such loss, claim, damage or liability of such
indemnified party results from the fact that such indemnified party sold
Registerable Securities to a person as to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus or
of the Prospectus as then amended or supplemented in any case where such
delivery is required by the Act, if the loss, claim, damage or liability of such
indemnified party results from an untrue statement or omission of a material
fact contained in the preliminary Prospectus which was corrected in the
Prospectus or in the Prospectus as then amended or supplemented. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have. The Company also agrees to indemnify and provide contribution to each
person who may be deemed to be an underwriter (for purposes of the Act) with
respect to the Registerable Shares ("Underwriter" or "Underwriters"), their
officers and directors, and each person who controls each such Underwriter, on
substantially the same basis as that of the indemnification of and contribution
to the Holders provided in this Section 5.

            (b) As a condition to including any of the Registerable Shares in
any registration statement filed pursuant to this Agreement, the Holder of the
Registerable Shares, as a prospective seller of the Registerable Shares hereby
agrees to indemnify and hold harmless (in the same manner and to the same extent
as set forth in subdivision (a) of this Section 5) the Company, each director of
the Company, each officer, employee or agent of the Company and each Underwriter
of the Registerable Shares and each other person or entity, if any, which
controls the Company or such Underwriter within the meaning of the Act, with
respect to any statement or alleged statement in, or omission or alleged
omission from, such registration statement, any preliminary Prospectus,
Prospectus or summary Prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the

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Company by the Holder for use in the preparation of such registration statement,
preliminary Prospectus, Prospectus, summary Prospectus, amendment or supplement.
Any such indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such director, officer
or controlling person and shall survive the transfer of such securities by
Holder. Anything in this Agreement contained to the contrary notwithstanding the
liability of each Holder for indemnification or contribution hereunder shall be
limited to the amount of proceeds received by such Holder in the Offering giving
rise to such liability.

            (c) Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in the
preceding subdivisions of this Section 5, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 5, except to the extent that the indemnifying party
is materially prejudiced by such failure to give notice. In case any such action
is brought against an indemnified party, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. Notwithstanding
the indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel (and
local counsel) if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnified party shall not settle or compromise
any action for which it seeks indemnification or contribution hereunder without
the prior written consent of the indemnifying party, which consent shall not be
unreasonably withheld. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not

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the indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

            (d) In the event that the indemnity provided in Section 5.5(a) or
5.5(b) is unavailable to or insufficient to hold harmless an indemnified party
for any reason, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively "losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Registration
Statement which resulted in such losses.

            (e) The provisions of this Section 5 shall remain in full force and
effect regardless of any investigation made by or on behalf of any Holder or the
Company or any other persons who are entitled to indemnification pursuant to the
provisions of this Section 5, and shall survive the sale by a Holder of
Registerable Shares pursuant to the Registration Statement.

6.              Exercise Price.

                Initial and Adjusted Exercise Price. The initial exercise price
of this Warrant shall be $0.50 per share.

6.1.            Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.

7.              Adjustments of Exercise Price and Number of Warrant Shares.

7.1.            Dividends and Distributions. In case the Company shall at any
time after the date hereof pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock, then upon such dividend or distribution,
the Exercise Price in effect immediately prior to such dividend or distribution
shall be reduced to a price determined by dividing an amount equal to the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution multiplied by the Exercise Price in effect immediately prior to
such dividend or distribution, by the total number of shares of Common Stock
outstanding immediately after such dividend or distribution. For purposes of any
computation to be made in accordance with the provisions of this Section 7.1,
the Common Stock issuable by way of dividend or distribution shall be deemed to
have been issued immediately after the opening of business on the date following
the date fixed for determination of shareholders entitled to receive such
dividend or distribution.

7.2.            Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding Common Stock, the Exercise Price shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination.

7.3.            Adjustment in Number of Warrant Shares. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Article 7, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest full shares of Common Stock by multiplying a number

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equal to the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.

7.4.            Reclassification, Consolidation, Merger. etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination), or in the case of
any consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a result of
a subdivision or combination of such shares or a change in nominal value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owner of the Warrant Shares
issuable upon exercise of the Warrants immediately prior to any such events at a
price equal to the product of (x) the number of Warrant Shares issuable upon
exercise of the Warrants and (y) the Exercise Price in effect immediately prior
to the record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Warrants.

7.5.            Determination of Outstanding Shares. The number of shares of
Common Stock at any one time outstanding shall include the aggregate number of
shares issued or issuable upon the exercise of outstanding options, rights,
warrants and upon the conversion or exchange of outstanding convertible or
exchangeable securities.

8.              Exchange and Replacement of Warrant Certificates. This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

            Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant Certificate,
and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu thereof.

9.              Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
and shall not be required to issue scrip or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
shares of Common Stock.

10.             Reservation of Shares. The Company covenants and agrees that it
will at all times reserve and keep available out of its authorized share
capital, solely for the purpose of issuance

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upon the exercise of the Warrants, such number of shares of Common Stock as
shall be equal to the number of Warrant Shares issuable upon the exercise of the
Warrants, for issuance upon such exercise, and that, upon exercise of the
Warrants and payment of the Exercise Price therefore, all Warrant Shares
issuable upon such exercise shall be duly and validly issued, fully paid,
nonassessable and not subject to the preemptive rights of any shareholder.

11.             Notices to Warrant Holders. Nothing contained in this Agreement
shall be construed as conferring upon the Holder or Holders the right to vote or
to consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

            (a) the Company shall take a record of the holders of its Common
            Stock for the purpose of entitling them to receive a dividend or
            distribution payable otherwise than in cash, or a cash dividend or
            distribution payable otherwise then out of current or retained
            earnings, as indicated by the accounting treatment of such dividend
            or distribution on the books of the Company; or

            (b) the Company shall offer to all the holders of its Common Stock
            any additional shares of Common Stock or other shares of capital
            stock of the Company or securities convertible into or exchangeable
            for shares of Common Stock or other shares of capital stock of the
            Company, or any option, right or warrant to subscribe therefore; or

            (c) a dissolution, liquidation or winding up of the Company (other
            than in connection with a consolidation or merger) or a sale of all
            or substantially all of its property, assets and business as an
            entirety shall be proposed; or

            (d) the Company or an affiliate of the Company shall propose to
            issue any rights to subscribe for shares of Common Stock or any
            other securities of the Company or of such affiliate to all the
            stockholders of the Company;

then, in any one or more of said events, the Company shall give written notice
of such event at least twenty (20) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable securities or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale. Notwithstanding the
foregoing, the Company agrees that it shall promptly deliver to the Holder
copies of all financial statements, reports and proxy statements which the
Company is required to send to its stockholders generally.

12.             Notices. All notices, requests, consents and other
communications here-

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under shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

            (a) If to a registered Holder of the Warrants, to the address of
            such Holder as shown on the books of the Company; or

            (b) If to the Company, to the address set forth in Article 1 of this
            Agreement or to such other address as the Company may designate by
            notice to the Holders.

13.             Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company and the Holders inure to the benefit of
their respective successors and assigns hereunder.

14.             Governing Law.

14.1.           Choice of Law. This Agreement shall be deemed to have been made
and delivered in the State of Delaware and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of Delaware.

14.2.           Jurisdiction and Service of Process. The Company and the Holder
each (a) agrees that any legal suit, action or proceeding arising out of or
relating to this Warrant Certificate, or any other agreement entered into
between the Company and the Holder pursuant to the Private Financing shall be
instituted exclusively in the New York State Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York (b)
waives any objection which the Company or such Holder may have now or hereafter
based upon forum non conveniens or to the venue of any such suit, action or
proceeding, and (c) irrevocably consents to the jurisdiction of the New York
State Supreme Court, County of New York and the United States District Court for
the Southern District of New York in any such suit, action or proceeding. The
Company and the Holder each further agrees (a) to accept and acknowledge service
of any and all process which may be served in any such suit, action or
proceeding in the New York State Supreme Court, County of New York or in the
United States District Court for the Southern District of New York and (b)
agrees that service of process upon the Company or the Holder mailed by
certified mail to their respective addresses shall be deemed in every respect
effective service of process upon the Company or the Holder, as the case may be,
in any suit, action or proceeding. FURTHER, BOTH THE COMPANY AND HOLDER HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THE TERMS OF THIS WARRANT
CERTIFICATE AND IN CONNECTION WITH ANY DEFENSE, COUNTERCLAIM OR CROSS-CLAIM
ASSERTED IN ANY SUCH ACTION.

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<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed, as of the 29/th/ day of January, 2001.

                                              CASH TECHNOLOGIES, INC.

                                              By: ______________________________
                                              Name:
                                              Title:

[SEAL]

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                         [FORM OF ELECTION TO PURCHASE]


            The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ Warrant Shares and
herewith tenders in payment for such Warrant Shares cash or a certified check
payable to the order of Cash Technologies, Inc. in the amount of $_________, all
in accordance with the terms hereof. The undersigned requests that a certificate
for such Warrant Shares be registered in the name of ______________________,
whose address is ______________________ _________________________, and that such
certificate be delivered to __________________, whose address is
____________________ ___________________________.


Dated: ____________________          Signature:

                                           ____________________
                                                                 (Signature must
                                           conform in all respects to name of
                                           holder as specified on the face of
                                           the Warrant Certificate.)


                       __________________________________

                       __________________________________
                        (Insert Social Security or Other
                          Identifying Number of Holder)

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                              [FORM OF ASSIGNMENT]

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

                  FOR VALUE RECEIVED __________________________ hereby sells,
assigns and transfers unto

(Please print name and address of transferee) this Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ____________________, Attorney, to transfer the within
Warrant Certificate on the books of the within-named Company, with full power of
substitution.

Dated:____________                      Signature:


                                                                 (Signature must
                                        conform in all respects to name of
                                        holder as specified on the face of the
                                        Warrant Certificate)


________________________________________

________________________________________
(Insert Social Security or Other
Identifying Number of Assignee

                                       12