# 505650.v04 5/24/06 3:43 PM @%5%04!.DOC 5716.001 THESE SECURITIES HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE  ABSENCE OF A  REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS  SOLD  PURSUANT  TO RULE 144 OF SUCH ACT.  THIS  WARRANT  AND THE  SHARES
PURCHASABLE  HEREUNDER  ARE  SUBJECT TO  RESTRICTIONS  ON  TRANSFER AS SET FORTH
HEREIN.

                                                              Warrant No. C-0101

                               Warrant to Purchase
                                _________ Shares
                               of Common stock of
                    DIRECT RESPONSE FINANCIAL SERVICES, INC.

                    (Void after ______________ - 5:00 pm PST)


      This certifies that Ravinia Funding,  LLC, an Illinois  limited  liability
company (the "Holder"),  for value received, is entitled to purchase from DIRECT
RESPONSE  FINANCIAL  SERVICES,  INC., a Colorado  corporation  (the  "Company"),
subject to the terms set forth  below,  _________________  (____) fully paid and
nonassessable  shares  [determined by multiplying 5% of advances made during the
quarter by shares  based on  Exercise  Price]  ("Warrant  Shares")  (subject  to
adjustment as provided  herein) of the Common Stock of the Company  ("Shares" or
"Common  Stock")  for cash at a per share  price of  _____________($______)  per
share (the average Market Price for the ninety (90) day period prior to issuance
of this Warrant subject to adjustment as provided below) (the "Exercise Price"),
subject to the  provisions of this Warrant,  at any time or from time to time up
to and including 5:00 p.m. (Pacific Standard Time) on _____________,  thirty-six
(36)  months  from  issuance  date,  such day  being  referred  to herein as the
"Expiration  Date," upon surrender to the Company at its principal office (or at
such other  location  as the  Company  may advise the Holder in writing) of this
Warrant  properly  endorsed with the Form of  Subscription  attached hereto duly
filled  in and  signed  and upon  payment  in cash or by check of the  aggregate
Exercise  Price for the  number  of  shares  for  which  this  Warrant  is being
exercised  determined in accordance  with the  provisions  hereof.  For purposes
hereof,  "Market  Price" per Common  Share means the lowest  price of the Common
Shares during any Trading Day as reported on the NASDAQ OTCBB; provided that, if
such  security  is not listed or  admitted  to trading on the NASDAQ  OTCBB,  as
reported on the  principal  national  security  exchange or quotation  system on
which such  security  is quoted or listed or  admitted  to  trading,  or, if not
quoted or listed or admitted to trading on any national  securities  exchange or
quotation  system,  the lowest price of the Common Shares during any Trading Day
on  the  over-the-counter  market  as  reported  by  Bloomberg  LP or a  similar
generally accepted  reporting service,  as the case may be. For purposes hereof,
upon the occurrence of an Event of Default under that certain Revolving Loan and
Security  Agreement dated as of March ___, 2006, as the same may be amended from
time to time,  the "Exercise  Price" shall be reduced to eighty percent (80%) of
the original Exercise Price.


                                     -2-
<PAGE>

      1.    Vesting and Exercise, Issuance of Certificates,  Reduction in Number
of Warrant Shares.

            1.1   General.  This  Warrant  is  exercisable  at the option of the
Holder  on or prior to the  Expiration  Date,  at any time or from  time to time
prior to the Expiration Date, for all or any part of the Warrant Shares (but not
for a fraction of a share) which may be purchased hereunder.  The Company agrees
that the Warrant Shares  purchased under this Warrant shall be and are deemed to
be issued to the Holder as the  record  owner of such  Warrant  Shares as of the
close of business on the date on which this Warrant shall have been surrendered,
properly  endorsed,  the completed and executed Form of Subscription  delivered,
and payment made for such Warrant Shares. Certificates for the Warrant Shares so
purchased, together with any other securities or property to which the Holder is
entitled upon such exercise,  shall be delivered to the Holder by the Company at
the Company's  expense as soon as  practicable  after the rights  represented by
this Warrant have been so exercised.  In case of a purchase of less than all the
Warrant  Shares which may be purchased  under this  Warrant,  the Company  shall
cancel this  Warrant and execute and deliver to the Holder  within a  reasonable
time a new  Warrant or  Warrants  of like tenor for the  balance of the  Warrant
Shares purchasable under the Warrant surrendered upon such purchase.  Each stock
certificate so delivered shall be registered in the name of the Holder.

            1.2   Record  Ownership.  To the extent permitted by applicable law,
the person in whose  name any  certificate  for shares of Common  Stock or other
evidence of ownership of any other  security is issued upon exercise or exchange
of the  Warrant  shall for all  purposes  be deemed to have become the holder of
record of such  shares or other  security on the date of issuance of the Warrant
Shares.

            1.3   Regulatory Problem.  The Holder shall not exercise or exchange
the Warrant for shares of Common Stock if after giving  effect to such  exercise
or exchange the Holder  reasonably  determines  that such exercise would violate
any  law  or  regulation  or  any  requirement  of  any  governmental  authority
applicable to Holder or his affiliates.

      2.    Shares to be Fully Paid.  The Company  covenants and agrees that all
Warrant Shares, will, upon issuance,  be duly authorized,  validly issued, fully
paid  and  nonassessable,  free  of all  liens  and  encumbrances,  and  free of
restrictions on sale.

      3.    Voting Rights.  Nothing contained in this Warrant shall be construed
as  conferring  upon the  Holder  the right to vote or to  consent to or receive
notice as a  shareholder  of the  Company  on any other  matters  or any  rights
whatsoever  as a  shareholder  of the Company  prior to the exercise of Holder's
rights to purchase Warrant Shares as provided herein.

      4.    Adjustment to the Shares.  The number of Warrant Shares  purchasable
upon the  exercise of this  Warrant and the  Exercise  Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:



                                      -2-
<PAGE>

            4.1   Reclassification. In case of any reclassification or change of
outstanding securities of the class issuable upon exercise of this Warrant then,
and in any such case, the Holder, upon the exercise hereof at any time after the
consummation of such reclassification or change, shall be entitled to receive in
lieu of each Warrant Share  theretofore  issuable upon exercise of this Warrant,
the kind and amount of shares of stock, other securities,  money and/or property
received  upon such  reclassification  or change by a holder of one  Share.  The
provisions   of  this   Section  4.1  shall   similarly   apply  to   successive
reclassifications or changes.

            4.2   Subdivision or  Combination  of Shares.  If the Company at any
time while this Warrant  remains  outstanding  and unexpired  shall subdivide or
combine its Shares, the Exercise Price shall be proportionately decreased in the
case of a subdivision or increased in the case of a combination.

            4.3   Stock  Dividends.  If the  Company,  at any  time  while  this
Warrant is  outstanding  shall pay a dividend with respect to its Shares payable
in  Shares,  or make any other  distribution  of Shares  with  respect to Shares
(except any  distribution  specifically  provided for in Section 4.1 and Section
4.2 above), then the Exercise Price shall be adjusted,  effective from and after
the date of determination  of shareholders  entitled to receive such dividend or
distribution,  to that price  determined by  multiplying  the Exercise  Price in
effect  immediately  prior to such date of determination by a fraction,  (a) the
numerator of which shall be the total number of Shares  outstanding  immediately
prior to such dividend or  distribution,  and (b) the denominator of which shall
be the total number of Shares  outstanding  immediately  after such  dividend or
distribution.

            4.4   Non-Cash  Dividends.  If the  Company  at any time  while this
Warrant is  outstanding  shall pay a dividend with respect to Shares  payable in
securities  other  than  Shares or other  non-cash  property,  or make any other
distribution  of such  securities or property with respect to Shares (except any
distribution  specifically  provided  for in Section 4.1 and Section 4.2 above),
then this Warrant  shall  represent  the right to acquire upon  exercise of this
Warrant  such  securities  or property  which a holder of Shares would have been
entitled to receive upon such dividend or  distribution,  without the payment by
the Holder of any additional consideration for such securities or property.

            4.5   Effect  of   Reorganization   and  Asset  Sales.  If  any  (i)
reorganization  or  reclassification  of the Common Stock (ii)  consolidation or
merger of the  Company  with or into  another  entity,  or (iii)  sale of all or
substantially  all of the Company's  operating assets to another entity followed
by a  liquidation  of the  Company  (any such  transaction  shall be referred to
herein as an "Event", is effected in such a way that holders of Common Stock are
entitled to receive  securities  and/or assets as a result of their Common Stock
ownership,  the  Holder,  upon  exercise of this  Warrant,  shall be entitled to
receive  such shares of stock  securities  or assets which the Holder would have
received  had it fully  exercised  this  Warrant on or prior the record date for
such Event.  The Company shall not merge into or consolidate with another entity
or sell all of its  assets to  another  entity  for a  consideration  consisting
primarily  of  securities  or such  entity,  unless the  successor  or acquiring
entity,  as the  case  may be,  shall  expressly  assume  the  due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Warrant to be  performed  or observed by the Company and all of the  obligations
and liabilities hereunder, subject to such modification as shall be necessary to
provide for  adjustments  which shall be as nearly  equivalent as practicable to
the adjustments  provided for in this Section 4. The foregoing  provisions shall
similarly apply to successive mergers, consolidations or sales of assets.

                                      -3-

<Page>


            4.6   Adjustment  of Number of Shares.  Upon each  adjustment in the
Exercise Price,  the number of Warrant Shares shall be adjusted,  to the nearest
whole  share,  to the  product  obtained  by  multiplying  the number of Warrant
shares,  purchasable immediately prior to such adjustment and the denominator of
which shall be the Exercise Price immediately thereafter.

            4.7   No  Impairment.  The Company  shall not, by  amendment  of its
articles  of  incorporation  or through a  reorganization,  transfer  of assets,
consolidation,  merger,  dissolution,  issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  under this  Warrant by the  Company,  but
shall at all times in good faith assist in carrying out all of the provisions of
this  Warrant and in taking all such action as may be  reasonably  necessary  or
appropriate to protect  Holder's rights  hereunder  against  impairment.  If the
Company  takes any action  affecting  its Common  Stock other than as  described
above that adversely  affects  Holder's rights under this Warrant,  the Exercise
Price shall be adjusted downward and the number of Shares issuable upon exercise
of this  Warrant  shall be adjusted  upward in such a manner that the  aggregate
Exercise Price of this Warrant is unchanged.

            4.8   Certificate  as to  Adjustments.  Upon any  adjustment  of the
Exercise Price, the Company,  at its expense,  shall compute such adjustment and
furnish Holder with a certificate of its Chief  Financial  Officer setting forth
such adjustment and the facts upon which such  adjustment is based.  The Company
shall,  upon written  request,  furnish  Holder a certificate  setting forth the
Exercise  Price in effect upon the date  thereof  and the series of  adjustments
leading to such Exercise Price.

      5.    Representations and Covenants of the Company.

            5.1   Representations and Warranties.  The Company hereby represents
and  warrants  to Holder that all  Warrant  Shares  which may be issued upon the
exercise  of the  purchase  right  represented  by  this  Warrant,  shall,  upon
issuance, be duly authorized, validly issued, fully paid and nonassessable,  and
free of any liens and encumbrances.

            5.2   Notice of Certain Events.  If the Company proposes at any time
(a) to declare any dividend or  distribution  upon its Common Stock,  whether in
cash,  property,  stock or other  securities  and whether or not a regular  cash
dividend;  (b) to offer for  subscription pro rata to the holder of any class or
series  of it stock  any  additional  shares  of stock of any class or series or
other rights; (c) to effect any  reclassification  or recapitalization of Common
Stock; (d) to merge or consolidate with or into any other corporation,  or sell,
lease,  license,  or  convey  all or  substantially  all of  its  assets,  or to
liquidate,  dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an  underwritten  public offering of the Company's
securities for cash, then, in connection with each such event, the Company shall
give  Holder  (1) at least 20 days prior  written  notice of the date on which a
record will be taken for such dividend,  distribution,  or  subscription  rights
(and  specifying  the date on which the holders of Common Stock will be entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case o the matters  referred to in
(c) and (d) above at least 20days prior written notice of the date when the same
will take place (and  specifying  the date on which the holders of Common  Stock
will be entitled to exchange their Common Stock for securities or other property
deliverable  upon  the  occurrence  of such  event);  and (3) in the case of the
matter  referred to in (e) above,  the same notice as is given to the holders of
such registration rights.


                                      -4-
<PAGE>

            5.3   Reservation  of Warrant  Shares.  The Company has reserved and
will keep available,  out of the authorized and unissued shares of Common Stock,
the full number of shares  sufficient  to provide for the exercise of the rights
of purchase represented by this Warrant.

            5.4   Reporting.   The   Company  is   subject   to  the   reporting
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").  The  Common  Stock is traded on the OTC  Bulletin  Board  service of the
National  Association of Securities Dealers,  Inc. ("OTCBB") and the Company has
not received any notice  regarding,  and to its knowledge there is no threat of,
the  termination or  discontinuance  of the  eligibility of the Common Stock for
such trading.

            5.5   Commission Filings.  The Company has properly and timely filed
with the Commission all reports,  proxy  statements,  forms and other  documents
required  to be filed  with the  Commission  under  the  Securities  Act and the
Exchange Act since becoming subject to such Acts (the "Commission Filings").  As
of their respective  dates, (i) the Commission  Filings complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as the
case  may be,  and the  rules  and  regulations  of the  Commission  promulgated
thereunder applicable to such Commission Filings and (ii) none of the Commission
Filings  contained at the time of its filing any untrue  statement of a material
fact or  omitted  to state a  material  fact  required  to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading.  The  financial  statements of the
Company  included in the Commission  Filings,  as of the date of such documents,
were true and complete in all material  respects  and complied  with  applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Commission  with respect  thereto,  were  prepared n accordance  with  generally
accepted accounting principles in the United States ("GAAP") (except in the case
of unaudited  statements  permitted by Form 10-Q under the Exchange Act) applied
on a consistent basis during the periods involved (except as may be indicated in
the Debentures thereto) and fairly presented the consolidated financial position
of the Company and is Subsidiaries as of the dates thereof and the  consolidated
results of their  operations and cash flows for the periods then ended (subject,
in the case of unaudited  statements,  to normal year-end audit adjustments that
in the aggregate are not material and to any other adjustment described herein).



                                      -5-
<PAGE>

      6.    Transferability of Warrant, Disposition of Shares of Common Stock.

            6.1   Access to Information;  Pre-Existing Relationship.  Holder has
had  the  opportunity  to  ask  questions  of,  and  to  receive  answers  from,
appropriate  executive  officers  of the Company  with  respect to the terms and
conditions  of the  transactions  contemplated  hereby  and with  respect to the
business, affairs, financial condition and results of operations of the Company.
Holder has had access to such financial and other information as is necessary in
order for  Holder to make a fully  informed  decision  as to  investment  in the
Company,  and has had the  opportunity  to  obtain  any  additional  information
necessary  to verify any of such  information  to which  Holder has had  access.
Holder  further  represents  and warrants that it has either (i) a  pre-existing
relationship  with  the  Company  or one or more of its  officers  or  directors
consisting  of  personal or business  contacts  of a nature and  duration  which
enable him to be aware of the character,  business  acumen and general  business
and financial  circumstances of the Company or the officer or director with whom
such relationship  exists or (ii) such business or financial  expertise as to be
able to protect his own interests in connection with the purchase of the Shares.

            6.2   Warrant  Not   Transferable.   This   Warrant   shall  not  be
transferable by the Holder.

            6.3   Register.  This Warrant is, and any Warrant issued,  exchanged
or transferred hereunder shall be registered in a warrant register (the "Warrant
Register").  The Warrant Register shall set forth the number of the Warrant, the
name and address of the Holder hereof and the original  number of Warrant Shares
purchasable upon the exercise hereof. The Warrant Register will be maintained by
the Company and will be available for  inspection by the Holder at the principal
office of the Company or such other location as the Company may designate to the
Holder in the manner set forth in Section 6. The  Company  shall be  entitled to
treat the Holder 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 the Warrant on
the part of any other person.

            6.4   Registration Rights. In the event that at any time Holder owns
Warrants  or Warrant  Shares  representing  in the  aggregate  4% or more of the
issued and outstanding  Common Stock, the Holder shall have the right to demand,
on one  (1)  occasion,  that  the  Company,  at the  Company's  expense,  file a
registration  statement  under  the  Securities  Act of 1934,  as  amended  (the
"Securities  Act") (a "Demand  Registration")  with the  Securities and Exchange
Commission  (the "SEC")  covering the Warrant  Shares  requested by Holder to be
included  in such  registration  and use its best  efforts  to cause  the SEC to
declare  such  registration  effective.  Moreover,  if the  Company  at any time
proposes to register any of its warrants, Common Stock or other shares of Common
Stock under the Securities Act (other than relating to issuances to employees on
Form S-8 or in  connection  with a merger or  acquisition),  the  Company  shall
afford Holder the  opportunity to "piggyback" on such  registration  and include
its Warrant Shares in such  registration,  subject to a pro rata reduction among
all  parties  piggybacking  on such  registration  on the basis of the number of
shares originally proposed to be sold by the participating parties.



                                      -6-
<PAGE>


      7.    Modification  and Waiver.  This Warrant and any provision hereof may
be changed, waived,  discharged,  or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

      8.    Notices.

            8.1   General  Notices.  Any  notice,  request,  or  other  document
required  or  permitted  to be given or  delivered  to the Holder  hereof or the
Company shall be delivered or shall be sent by certified mail,  postage prepaid,
as follows:

                  Holder:               Ravinia Funding, LLC
                                        707 Skokie Boulevard, Suite 190
                                        Northbrook, Illinois 60062
                                        Attn:  Irwin Bernstein

                  Company:              Direct Response Financial Services, Inc.
                                        Attention: Douglas R. Hume, Esq.
                                        2899 Agoura Road, Suite 115
                                        Westlake Village, CA  91361

or such other address as either may from time to time provide to the other.

      9.    Governing Law; Waiver of Jury Trial; Attorneys' Fees.

            9.1   Governing  Law. All  questions  concerning  the  construction,
interpretation and validity of this Agreement shall be governed by and construed
and enforced in  accordance  with the domestic  laws of the State of  California
without  giving  effect  to any  choice or  conflict  of law  provision  or rule
(whether in the State of California or any other  jurisdiction) that would cause
the  application  of the  laws of any  jurisdiction  other  than  the  State  of
California.  In furtherance  of the foregoing,  the internal law of the State of
California will control the  interpretation  and construction of this Agreement,
even if under such jurisdiction's choice of law or conflict of law analysis, the
substantive  law of some other  jurisdiction  would  ordinarily  or  necessarily
apply.

            9.2   Waiver of Jury Trial.  BECAUSE  DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL  TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY  RESOLVED
BY AN  EXPERIENCED  AND EXPERT  PERSON AND THE PARTIES WISH  APPLICABLE  LAWS TO
APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH  APPLICABLE  LAWS.  THEREFORE,  TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,  THE
PARTIES  HERETO  WAIVE  ALL  RIGHT  TO  TRIAL  BY  JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  BROUGHT  TO ENFORCE  OR DEFEND  ANY  RIGHTS OR  REMEDIES  UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.



                                      -7-
<PAGE>

            9.3   Attorneys'  Fees. In any  litigation or  arbitration  or other
dispute arising from or pertaining to this Warrant,  the prevailing  party shall
be entitled to recover costs and reasonable attorneys' fees.

      10.   Lost  Warrant.  The Company  represents  and  warrants to the Holder
hereof that upon receipt of evidence  reasonably  satisfactory to the Company of
the loss, theft, destruction,  or mutilation of this Warrant and, in the case of
any such loss,  theft or  destruction,  upon receipt of an indemnity  reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and  cancellation  of the Warrant,  the Company will, at the Company's
expense,  make and deliver a new  Warrant,  of like tenor,  in lieu of the lost,
stolen, destroyed or mutilated Warrant.

      11.   Fractional  Shares.  No  fractional  shares  shall  be  issued  upon
exercise of this Warrant.  The Company shall,  in lieu of issuing any fractional
share,  pay the  Holder  entitled  to such  fraction a sum in cash equal to such
fraction  (calculated to the nearest 1/100th of a share)  multiplied by the then
effective Exercise Price on the date the Form of Subscription is received by the
Company.

      12.   Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors of the Company
and the  Holder.  The  provisions  of this  Warrant  are  intended to be for the
benefit  of all  Holders  from  time  to  time of this  Warrant,  and  shall  be
enforceable by any such Holder.



                                      -8-
<PAGE>

                      [SIGNATURE PAGE TO WARRANT AGREEMENT]


      IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be duly
executed  by its  officer,  thereunto  duly  authorized  as of the  ____  day of
__________, 2006.

                                   COMPANY:

                                   Direct Response Financial Services, Inc.
                                   a Colorado corporation


                                   By: ____________________________________
                                   Name:  T. Randolph Catanese
                                   Its:   Chief Executive Officer


                                   HOLDER:

                                   Ravinia Funding, LLC


                                   By: ____________________________________
                                   Name: __________________________________
                                   Its: ___________________________________





                                      -9-
<PAGE>


                              FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:      Direct Response Financial Services, Inc.

[Please mark one box]

[_]   The undersigned,  the holder of the attached Common Stock Warrant,  hereby
      irrevocably  elects to exercise the  purchase  right  represented  by such
      Warrant for, and to purchase  thereunder,  _____ shares of Common Stock of
      Direct  Response  Financial  Services,  Inc. (the  "Company") and herewith
      makes payment of $_________ therefor.

The undersigned represents that he/she/it is acquiring such Common Stock for his
own account for investment and not with a view to or for sale in connection with
any distribution thereof.


DATED:                                    Ravinia Funding, LLC
      ------------------------------



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

                                          Name:
                                                --------------------------------
                                          Title:
                                                --------------------------------