2006 WARRANT INCENTIVE PLAN
                                       OF
                        RUSH FINANCIAL TECHNOLOGIES, INC.



         1. Purpose. This 2006 Warrant Incentive Plan (the "Plan") of Rush
Financial Technologies, Inc. (the "Company") is adopted effective May 19, 2006,
by the Board of Directors of the Company. The purposes of the Plan are (a) to
encourage certain employees and directors of the Company, as well as employees
and directors of any current or after-acquired subsidiary corporation, to
acquire a proprietary interest in the Company and thus share in the future
success of the Company's business; and (b) to enable the Company, by offering
comparable incentives, to attract and retain outstanding management personnel
and directors who are in a position to make important and direct contributions
to the success of the Company; and (c) to promote a closer identity of interests
between the Company's employees, directors and consultants and its stockholders.

         2. Warrants. Warrants granted under this Plan shall be in the form
attached hereto as Exhibit A and shall be treated for federal income tax
purposes as Nonstatutory Stock Options ("NSOs").

         3. Scope and Duration of the Plan. There will be reserved for sale upon
the exercise of Warrants granted under this Plan 35,000,000 shares of the
Company's voting common stock. If a Warrant expires or terminates for any reason
without having been fully exercised, the unpurchased shares will be available
for other Warrants under the Plan. Unless this Plan is terminated earlier
pursuant to Section 16 hereof, it shall terminate five years from its effective
date, and no Warrant shall be granted after that date; provided, however, that
termination of this Plan will have no effect on the Warrants previously granted.
No Warrant shall become exercisable until the Company shall have amended its
articles of incorporation to authorize additional shares of common stock.

         4.  Administration.  The Plan  shall be  administered  by the  Board of
Directors of the Company (the "Board"). The Board may delegate administration of
the Plan from time to time to a committee of the Board (the "Committee") that is
composed solely of two or more "Non-Employee Directors," as defined in Rule
16b-3 adopted by the Securities and Exchange Commission (the "Commission"), or a
committee which otherwise satisfies the requirements of Rule 16b-3 if
subsequently amended by the Commission so that Warrants granted pursuant to the
Plan will be exempt from Section 16(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). It is the express intention of the Plan that
the administration shall be performed in such a manner that Warrants granted
under the Plan will be exempt from Section 16(b) pursuant to the provisions of
Rule 16b-3 or any replacement Rule, and the Board is granted the express power
to change the administration of the Plan from time to time in such a manner as
it may deem appropriate to ensure that grants of Warrants under the Plan will be

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exempt from Section 16(b) under Rule 16b-3, as subsequently amended, or any
replacement Rule adopted by the Commission. If the Board elects to appoint a
committee of the Board to administer the Plan, rather than the entire Board
administering the Plan, each member of such committee shall be a director of the
Company and all members shall be appointed by the Board. From time to time, the
Board may increase the size of any such committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution thereof; provided, however, that any such addition or substituted
new members of any such committee shall also be directors of the Company. The
Board also may at any time remove all members of any such committee and
thereafter administer the Plan.

         The Board or the Committee has the responsibility to adopt such rules
and regulations as it deems necessary or desirable for the proper administration
of this Plan. Any decision or action taken or to be taken by the Board or the
Committee, arising out of or in connection with the construction,
interpretation, and administration of this Plan shall, to the extent permitted
by law, be within its absolute discretion, but subject to the express provisions
of this Plan. Decisions of the Board or the Committee shall be conclusive and
binding upon all recipients of Warrants and any person claiming under or through
any recipient of a Warrant.

         5. Eligible Persons. Warrants may be granted to directors and employees
of the Company (each a "Grantee") and current or future subsidiary corporations
who otherwise comply with the requirements of this Plan. The Board or the
Committee has the authority, subject to the terms of this Plan, to determine
which employees and directors to whom Warrants shall be granted, the number of
shares to be covered by each Warrant, the form of payment, the time or times at
which Warrants shall be granted, and the terms and provisions of the instruments
evidencing Warrants. In determining the employees and directors to whom Warrants
shall be granted and the number of shares to be issued on the exercise of an
Warrant, the Board or the Committee shall take into account the duties of the
employees and directors, their present and potential contributions to the
success of the Company and its subsidiary corporations, and such other factors
as the Board or the Committee deems relevant to accomplish the purpose of this
Plan.

         6. Term of Warrants. Except as otherwise provided in Section 5, the
term of each Warrant shall be determined by the Board or the Committee, but
shall not be for more than five (5) years from the date the Warrant is granted.

         7. Exercise of Warrants. A Warrant may be exercised on such terms and
conditions as the Board or the Committee shall determine, subject to the
requirements of this Plan.

         8. Nontransferability of Warrants. During the lifetime of the Grantee,
the Warrant shall be exercised only by the Grantee. A Warrant granted under this
Plan is not transferable by the Grantee by operation of law or otherwise, except
that in the event of death of the Grantee while in the employ, or while serving
as a director or consultant, of the Company or a subsidiary, an Warrant granted
hereunder may be exercised by the duly appointed personal representative of the
Grantee, or by any person or persons who shall acquire such Warrant directly
from the Grantee by bequest or inheritance.

         9. Adjustments for Changes in Capitalization. Notwithstanding any other
provision of this Plan, each instrument evidencing a Warrant may contain such
provision as the Board or the Committee determines to be appropriate for the
adjustment of the number and class of shares of common stock covered by the
Warrant, the Warrant price, and the number of shares of common stock as to which
the Warrant shall be exercisable at any time, in the event of changes in the
outstanding shares of common stock of the Company by reason of stock dividends,

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split-ups, recapitalizations, mergers, consolidations, reorganizations, or
liquidations. In the event of any such change in the outstanding shares of
common stock of the Company, the aggregate number of shares available under this
Plan shall be appropriately adjusted.

         10. Employment Rights. Nothing in this Plan or any instrument
evidencing an Warrant shall confer upon any employee any right to continue in
the employment of the Company or a subsidiary corporation, nor be construed to
interfere in any way with the right otherwise available to the Company or a
subsidiary corporation to terminate the employee's employment at any time for
any reason.

         11. Amendment/Termination. The Board of Directors may amend or
terminate this Plan from time to time in such respects as it may deem advisable;
provided that any increase in the number of shares subject to the Plan, other
than in connection with an adjustment under Section 9, shall require approval at
a duly held stockholders' meeting of the holders of a majority of the voting
power of the outstanding shares of the Company entitled to vote.

         12. Rights as a Shareholder. A Grantee, or permitted transferee of a
Warrant upon the death of an Grantee, shall have no rights as a stockholder with
respect to any shares of common stock covered by a Warrant until the date of the
issuance of a stock certificate to and for such shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities, or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 9 above.

         13. Investment Purpose. Common stock acquired upon the exercise of a
Warrant granted under this Plan may only be resold in the event such stock is
registered under the Securities Act of 1933, as amended, or if, in the opinion
of responsible counsel for the Company, such stock can be resold without such
registration. Unless a registration statement with respect to such stock
covering the holder of such Warrant is then in effect, each certificate issued
pursuant to the exercise of such Warrant shall contain a legend to this effect.

         14. Compliance with Exchange Act. Notwithstanding anything herein to
the contrary, Warrants shall always be granted in such a manner as to conform to
the provisions of Rule 16b-3, as subsequently amended, or any replacement Rule
adopted under the provisions of Section 16 of the Exchange Act as the same now
exists or may, from time to time, be amended, and the Board is granted the
express authority to make any such changes or modifications to the Plan, without
stockholder approval, as it may determine to be necessary to conform to the
provisions of Rule 16b-3, as subsequently amended, or any replacement Rule.



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         15. Indemnification. In addition to such other rights of
indemnification as they may have as Directors, the members of the Board or the
Committee administering this Plan shall be indemnified by the Company against
the reasonable expenses, including attorney fees actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this
Plan or any Warrant granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company), or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit, or proceeding that such
Director is liable for negligence or misconduct in the performance of his
duties; provided that within sixty (60) days after the institution of any such
action, suit or proceeding, the Director shall, in writing, offer the Company
the opportunity, at its own expense, to defend the same.











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