EXHIBIT 10.16

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,  OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN
EFFECT WITH RESPECT TO THE WARRANT  UNDER SUCH ACT AND  APPLICABLE  LAWS OR SOME
OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

Warrant No.____

               Warrant to Purchase 500,000 Shares of Common Stock

                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                              CASE FINANCIAL, INC.
                            Void after March 25, 2007

      This   certifies   that,  for  value   received,_____________________   or
registered assigns ("Holder") is entitled, subject to the terms set forth below,
to purchase  from Case  Financial,  Inc. (the  "Company" or "Case"),  a Delaware
corporation,  shares of Common Stock of the Company,  as constituted on the date
hereof (the  "Warrant  Issue Date"),  upon  surrender  hereof,  at the principal
office of the Company  referred to below,  with the  subscription  form attached
hereto duly executed,  and simultaneous  payment therefor in lawful money of the
United States or otherwise as hereinafter provided, at the Exercise Price as set
forth in Section 2 below.  The  number,  character  and  Exercise  Price of such
shares of Common Stock are subject to  adjustment  as provided  below.  The term
"Warrant" as used herein shall include this Warrant,  and any warrants delivered
in substitution or exchange therefor as provided herein.

1.    Term of Warrant.  Subject to the terms and  conditions  set forth  herein,
      this Warrant shall be  exercisable,  in whole or in part,  during the term
      commencing  on the  Warrant  Issue Date and  ending at the  earlier of the
      following two dates:

      (a)   The warrant  shall expire at 5:00 p.m.,  Pacific  Standard  Time, on
            March 25, 2007.

      (b)   After March 25, 2006,  if the Company  common stock closing price is
            $0.20 or greater (the  "Closing  Price"),  as adjusted  from time to
            time pursuant to Section 11, for a period of 30 calendar days,  then
            the holder of the Warrant shall have 45 days from the end of that 30
            day period in which to exercise the warrant.

      The warrant shall be void thereafter.

2.    Exercise  Price.  The  "Exercise  Price"  at  which  this  Warrant  may be
      exercised  shall be $0.10 per share of Common Stock, as adjusted from time
      to time pursuant to Section 11 hereof.

<PAGE>

3.    Exercise of Warrant.

      (a)   The purchase rights  represented by this Warrant  re-exercisable  by
            the Holder in whole or in part,  but not for less than 15,000 shares
            at a time (or such lesser number of shares which may then constitute
            the  maximum  number  purchasable;  such  number  being  subject  to
            adjustment  as provided in Section 11 below),  at any time,  or from
            time to time,  during  the term  hereof as  described  in  Section 1
            above,  by the  surrender of this Warrant and the Notice of Exercise
            annexed  hereto duly completed and executed on behalf of the Holder,
            at the office of the Company (or such other  office or agency of the
            Company  as it may  designate  by notice in writing to the Holder at
            the address of the Holder  appearing  on the books of the  Company),
            upon payment in cash or by check acceptable to the Company.

      (b)   This  Warrant  shall be deemed to have  been  exercised  immediately
            prior to the  close of  business  on the date of its  surrender  for
            exercise as provided  above,  and the person entitled to receive the
            shares of Common Stock  issuable upon such exercise shall be treated
            for all  purposes  as the holder of record of such  shares as of the
            close of business on such date.  As  promptly as  practicable  on or
            after such date and in any event  within  ten (10) days  thereafter,
            the Company at its expense  shall issue and deliver to the person or
            persons  entitled to receive the same a certificate or  certificates
            for the number of shares  issuable upon such exercise.  In the event
            that this Warrant is  exercised in part,  the Company at its expense
            will execute and deliver a new Warrant of like tenor exercisable for
            the number of shares for which this Warrant may then be exercised.

4.    No Fractional Shares or Scrip. No fractional shares or scrip  representing
      fractional  shares shall be issued upon the exercise of this  Warrant.  In
      lieu of any  fractional  share to which  the  Holder  would  otherwise  be
      entitled,  the Company  shall make a prompt cash payment equal to the Fair
      Market Value of a share of Common Stock multiplied by such fraction.

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

6.    Rights of Stockholders.  Subject to Sections 9 and 11 of this Warrant, the
      Holder shall not be entitled to vote or receive dividends or be deemed the
      holder of Common Stock or any other  securities of the Company that may at
      any time be issuable on the  exercise  hereof for any  purpose,  nor shall
      anything contained herein be construed to confer upon the Holder, as such,
      any of the rights of a stockholder of the Company or any right to vote for
      the election of directors or upon any matter  submitted to stockholders at
      any  meeting  thereof,  or to give or  withhold  consent to any  corporate
      action   (whether   upon  any   recapitalization,   issuance   of   stock,
      reclassification  of stock,  change of par value, or change of stock to no
      par value, consolidation,  merger, conveyance, or otherwise) or to receive
      notice of  meetings,  or to receive  dividends or  subscription  rights or
      otherwise until the Warrant shall have been exercised as provided herein.

<PAGE>

7.    Transfer of Warrant.

      (a)   Warrant Register. The Company will maintain a register (the "Warrant
            Register")  containing  the names  and  addresses  of the  Holder or
            Holders.  Any Holder of this  Warrant  or any  portion  thereof  may
            change  his or her  address  as shown  on the  Warrant  Register  by
            written notice to the Company  requesting such change. Any notice or
            written  communication  required  or  permitted  to be  given to the
            Holder may be  delivered or given by mail to such Holder as shown on
            the  Warrant  Register  and  at the  address  shown  on the  Warrant
            Register.  Until this Warrant is transferred on the Warrant Register
            of the  Company,  the  Company  may treat the Holder as shown on the
            Warrant  Register  as the  absolute  owner of this  Warrant  for all
            purposes, notwithstanding any notice to the contrary.

      (b)   Warrant  Agent.  The Company  may, by written  notice to the Holder,
            appoint an agent for the purpose of maintaining the Warrant Register
            referred to in Section 7(a) above, issuing the Common Stock or other
            securities   then  issuable  upon  the  exercise  of  this  Warrant,
            exchanging  this Warrant,  replacing this Warrant,  or any or all of
            the  foregoing.   Thereafter,   any  such  registration,   issuance,
            exchange,  or replacement,  as the case may be, shall be made at the
            office of such agent.

      (c)   Transferability and  Non-negotiability of Warrant.  This Warrant may
            not  be  transferred  or  assigned  in  whole  or  in  part  without
            compliance with all applicable  federal and state securities laws by
            the  transferor  and  the  transferee  (including  the  delivery  of
            investment  representation  letters  and legal  opinions  reasonably
            satisfactory to the Company,  if such are requested by the Company).
            Subject to the Provisions of this Warrant with respect to compliance
            with the  Securities  Act of 1933, as amended (the "Act"),  title to
            this  Warrant  may be  transferred  by  endorsement  (by the  Holder
            executing the  Assignment  Form annexed  hereto) and delivery in the
            same manner as a negotiable  instrument  transferable by endorsement
            and delivery.

      (d)   Exchange of Warrant  Upon a Transfer.  On  surrender of this Warrant
            for exchange,  properly  endorsed on the Assignment Form and subject
            to the  provisions of this Warrant with respect to  compliance  with
            the Act and  with  the  limitations  on  assignments  and  transfers
            contained in this Section 7, the Company at its expense  shall issue
            to or on the order of the Holder a new  warrant or  warrants of like
            tenor,  in the name of the Holder or as tile  Holder (on  payment by
            the Holder of any  applicable  transfer  taxes) may direct,  for the
            number of shares issuable upon exercise hereof.

<PAGE>

      (e)   Compliance with Securities Laws

            (i)   The Holder of this Warrant, by acceptance hereof, acknowledges
                  that this  Warrant and the shares of Common Stock to be issued
                  upon exercise hereof or conversion  thereof are being acquired
                  solely for the  Holder's  own account and not as a nominee for
                  any other party, and for investment,  and that the Holder will
                  not offer,  sell or  otherwise  dispose of this Warrant or any
                  shares of Common  Stock to be issued upon  exercise  hereof or
                  conversion  thereof except under  circumstances  that will not
                  result in a violation of the Act or any state securities laws.
                  Upon exercise of this Warrant,  the Holder shall, if requested
                  by the Company,  confirm in writing, in a form satisfactory to
                  the Company,  that the shares of Common Stock so purchased are
                  being acquired  solely for the Holder's own account and not as
                  a nominee for any other party, for investment,  and not with a
                  view toward distribution or resale.

            (ii)  This  Warrant  and all  shares of  Common  Stock  issued  upon
                  exercise  hereof or  conversion  thereof  shall be  stamped or
                  imprinted  with a legend in  substantially  the following form
                  (in addition to any legend required by state securities laws):

                  THE  SECURITIES  REPRESENTED  HEREBY  HAVE BEEN  ACQUIRED  FOR
                  INVESTMENT AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES
                  LAWS.  SUCH  SECURITIES  MAY NOT BE SOLD OR TRANSFERRED IN THE
                  ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER
                  SAID ACT AND APPLICABLE LAWS. COPIES OF THE AGREEMENT COVERING
                  THE  PURCHASE  OF  THESE  SECURITIES  AND  RESTRICTING   THEIR
                  TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
                  MADE BY THE HOLDER OF RECORD  HEREOF TO THE  SECRETARY  OF THE
                  COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

8.    Reservation  of Stock.  The  Company  covenants  that during the term this
      Warrant is  exercisable,  the Company will reserve from its authorized and
      unissued  Common  Stock a  sufficient  number of shares to provide for the
      issuance of Common Stock upon the exercise of this Warrant and,  from time
      to time,  will  take all  steps  necessary  to amend  its  Certificate  of
      Incorporation (the "Certificate") to provide sufficient reserves of shares
      of its Common Stock for issuance.  The Company further  covenants that all
      shares that may be issued upon the exercise of rights  represented by this
      Warrant and payment of the Exercise Price,  all as set forth herein,  will
      be free from all taxes,  liens and charges in respect of the issue thereof
      (other than taxes in respect of any transfer  occurring  contemporaneously
      or otherwise specified herein).

      The Company agrees that its issuance of this Warrant shall constitute full
      authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for shares of
      Common Stock upon the exercise of this Warrant.

<PAGE>

9.    Notices.

      (a)   Whenever  the  Exercise  Price  or  number  of  shares   purchasable
            hereunder  shall be  adjusted  pursuant  to Section  11 hereof,  the
            Company  shall  issue a  certificate  signed by its Chief  Financial
            Officer setting forth, in reasonable detail, the event requiring the
            adjustment,  the amount of the adjustment,  the method by which such
            adjustment  was  calculated,  and the  Exercise  Price and number of
            shares purchasable hereunder after giving effect to such adjustment,
            and  shall  cause  a copy  of  such  certificate  to be  mailed  (by
            first-class mail, postage prepaid) to the Holder of this Warrant.

      (b)   In case:

            (i)   the  Company  shall take a record of the holders of its Common
                  Stock (or other  stock or  securities  at the time  receivable
                  upon  the  exercise  of  this  Warrant)  for  the  purpose  of
                  entitling them to receive any dividend or other  distribution,
                  or any right to subscribe  for or purchase any shares of stock
                  of any class or any other securities,  or to receive any other
                  right, or

            (ii)  of   any   capital   reorganization   of  the   Company,   any
                  reclassification  of the  capital  stock of the  Company,  any
                  consolidation  or merger of the Company  with or into  another
                  corporation,  or any conveyance of all or substantially all of
                  the assets of the Company to another corporation, or

            (iii) of any voluntary dissolution, liquidation or winding-up of the
                  Company, then, and in each such case, the Company will mail or
                  cause  to  be  mailed  to  the  Holder  or  Holders  a  notice
                  specifying, as the case may be, (A) the date on which a record
                  is to be taken for the purpose of such dividend,  distribution
                  or  right,  and  stating  the  amount  and  character  of such
                  dividend, distribution or right, or (B) the date on which such
                  reorganization,   reclassification,   consolidation,   merger,
                  conveyance, dissolution,  liquidation or winding-up is to take
                  place,  and the time,  if any is to be fixed,  as of which the
                  holders of record of Common Stock (or such stock or securities
                  at the time  receivable  upon the  exercise  of this  Warrant)
                  shall be entitled to exchange their shares of Common Stock (or
                  such  other  stock  or  securities)  for  securities  or other
                  property     deliverable     upon     such     reorganization,
                  reclassification,     consolidation,    merger,    conveyance,
                  dissolution,  liquidation or winding-up.  Such notice shall be
                  mailed at least 30 days prior to the date therein specified.

      (c)   All such notices, advices and communications shall be deemed to have
            been received (i) in the case of personal  delivery,  on the date of
            such delivery and (ii) in the case of mailing, on the third business
            day following the date of such mailing.

10.   Amendments.  This  Warrant  and any term  hereof may be  changed,  waived,
      discharged  or terminated  only by an instrument in writing  signed by the
      party  against  which  enforcement  of such change,  waiver,  discharge or
      termination is sought.

<PAGE>

11.   Adjustments.  The Exercise  Price,  Closing Price and the number of shares
      purchasable  hereunder  are  subject  to  adjustment  from time to time as
      follows:

      (a)   Merger,  Sale of Assets,  etc. If at any time while this Warrant, or
            any portion thereof, is outstanding and unexpired there shall be (i)
            a  reorganization  (other  than  a  combination,   reclassification,
            exchange or  subdivision of shares  otherwise  provided for herein),
            (ii) a merger or  consolidation  of the Company with or into another
            corporation in which the Company is not the surviving  entity,  or a
            reverse  triangular  merger in which the  Company  is the  surviving
            entity but the shares of the  Company's  capital  stock  outstanding
            immediately  prior to the  merger  are  converted  by  virtue of the
            merger into other property, whether in the form of securities, cash,
            or  otherwise,  or  (iii)  a  sale  or  transfer  of  the  Company's
            properties  and assets as, or  substantially  as, an entirety to any
            other  person,  then,  as a part  of  such  reorganization,  merger,
            consolidation,  sale or transfer,  lawful provision shall be made so
            that the holder of this  Warrant  shall  thereafter  be  entitled to
            receive upon exercise of this Warrant,  during the period  specified
            herein and upon  payment of the Exercise  Price then in effect,  the
            number of shares of stock or other  securities  or  property  of the
            successor  corporation  resulting from such reorganization,  merger,
            consolidation,  sale  or  transfer  that  a  holder  of  the  shares
            deliverable  upon  exercise of this Warrant would have been entitled
            to receive in such  reorganization,  consolidation,  merger, sale or
            transfer if this Warrant had been exercised  immediately before such
            reorganization, merger, consolidation, sale or transfer, all subject
            to further  adjustment as provided in this Section 11. The foregoing
            provisions of this Section 11(a) shall similarly apply to successive
            reorganizations, consolidations, mergers, sales and transfers and to
            the stock or  securities  of any other  corporation  that are at the
            time receivable upon the exercise of this Warrant.  If the per-share
            consideration  payable to the holder hereof for shares in connection
            with any such transaction is in a form other than cash or marketable
            securities, then the value of such consideration shall be determined
            in good faith by the Company's  Board of  Directors.  In all events,
            appropriate adjustment (as determined in good faith by the Company's
            Board  of  Directors)  shall  be  made  in  the  application  of the
            provisions  of this Warrant with respect to the rights and interests
            of the Holder after the transaction,  to the end that the provisions
            of this Warrant  shall be  applicable  after that event,  as near as
            reasonably  may be, in  relation  to any  shares  or other  property
            deliverable after that event upon exercise of this Warrant.

      (b)   Reclassification,  etc.  If the  Company,  at any  time  while  this
            Warrant, or any portion hereof, remains outstanding and unexpired by
            reclassification of securities or otherwise, shall change any of the
            securities as to which purchase rights under this Warrant exist into
            the same or a different  number of  securities of any other class or
            classes,  this  Warrant  shall  thereafter  represent  the  right to
            acquire  such  number  and kind of  securities  as would  have  been
            issuable as the result of such change with respect to the securities
            that  were  subject  to  the  purchase  rights  under  this  Warrant
            immediately prior to such  reclassification  or other change and the
            Exercise  Price and Closing Price  therefor  shall be  appropriately
            adjusted,  all  subject to further  adjustment  as  provided in this
            Section 11.

<PAGE>

      (c)   Split,  Subdivision or Combination of Shares.  If the Company at any
            time while this Warrant, or any portion hereof,  remains outstanding
            and unexpired shall split, subdivide or combine the securities as to
            which  purchase  rights under this Warrant  exist,  into a different
            number of securities of the same class,  the Exercise  Price and the
            Closing Price for such securities shall be proportionately decreased
            in the case of a split or subdivision or  proportionately  increased
            in the case of a combination or reverse split.

      (d)   Adjustments for Dividends in Stock or Other  Securities or Property.
            If while this Warrant,  or any portion hereof,  remains  outstanding
            and  unexpired,  the holders of the  securities as to which purchase
            rights under this Warrant exist at the time shall have received, or,
            on or after the record date fixed for the  determination of eligible
            stockholders, shall have become entitled to receive, without payment
            therefor,  other or additional stock or other securities or property
            (other  than cash) of the  Company by way of  dividend,  then and in
            each case,  this Warrant shall  represent  the right to acquire,  in
            addition  to the number of shares of the  security  receivable  upon
            exercise  of this  Warrant,  and without  payment of any  additional
            consideration therefor, the amount of such other or additional stock
            or other  securities  or  property  (other than cash) of the Company
            that such holder would hold on the date of such exercise had it been
            the holder of record of the  security  receivable  upon  exercise of
            this  Warrant  on the date  hereof  and had  thereafter,  during the
            period  from  the  date  hereof  to and  including  the date of such
            exercise,  retained  such shares and/or all other  additional  stock
            available by it as aforesaid  during such period,  giving  effect to
            all  adjustments  called for during such period by the provisions of
            this Section 11.

      (e)   Certificate  as  to   Adjustments.   Upon  the  occurrence  of  each
            adjustment or readjustment  pursuant to this Section 11, the Company
            at  its  expense   shall   promptly   compute  such   adjustment  or
            readjustment in accordance with the terms hereof and furnish to each
            Holder of this Warrant 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 the
            written request,  at any time, of any such Holder,  furnish or cause
            to be furnished to such Holder a like certificate setting forth: (i)
            such adjustments and readjustments;  (ii) the Exercise Price and the
            Closing Price at the time in effect;  and (iii) the number of shares
            and the amount,  if any, of other property that at the time would be
            received upon the exercise of the Warrant.

      (f)   No Impairment.  The Company will not, by any voluntary action, avoid
            or seek to avoid the  observance or  performance of any of the terms
            to be observed or performed  hereunder  by the Company,  but will at
            all  times  in good  faith  assist  in the  carrying  out of all the
            provisions  of this  Section 11 and in the taking of all such action
            as may be necessary or appropriate in order to protect the rights of
            the Holder of this Warrant against impairment.

<PAGE>

      (g)   Liquidation;  Dissolution. If the Company shall dissolve,  liquidate
            or wind up its affairs, the Holder shall have the right, but not the
            obligation,  to exercise  this  Warrant  effective as of the date of
            such   dissolution,   liquidation   or  winding   up.  If  any  such
            dissolution,   liquidation   or  winding  up  results  in  any  cash
            distribution to the Holder in excess of the aggregate Exercise Price
            for the shares of Common Stock for which this Warrant is  exercised,
            then the Holder may, at its option,  exercise  this Warrant  without
            making payment of such  aggregate  Exercise Price and, in such case,
            the Company shall,  upon  distribution to the Holder,  consider such
            aggregate  Exercise  Price to have been paid in full,  and in making
            such settlement to the Holder,  shall deduct an amount equal to such
            aggregate Exercise Price from the amount payable to Holder.

12.   Miscellaneous.

      (a)   Governing Law and Modification.  This Warranty shall be deemed to be
            made  under,  and  shall be  governed  by,  the laws of the State of
            California  in all  respects,  including  matters  of  construction,
            validity,  and performance,  and its terms and provisions may not be
            waived, altered,  modified, or amended except in writing duly signed
            by an authorized officer of the Company and by the Holder.

      (b)   Attorneys'  Fees and Costs.  In addition  to the amounts  guaranteed
            under this agreement,  the Company agrees to pay legal interest from
            the date of this Warrant,  reasonable  attorneys' fees and all other
            costs and expenses  incurred by the Holder in enforcing this Warrant
            in any action or  proceeding  arising out of, or  relating  to, this
            Warrant.

      (c)   Saturdays,  Sundays and Holidays.  If the  expiration  date for this
            Warrant  falls on a Saturday,  Sunday or a day on which banks in the
            State of California are authorized or required by law to close, then
            the exercise date will be on the following business day.

      (d)   Remedies.  The Company  stipulates  that the  remedies at law of the
            Holder in the event of any  default  or  threatened  default  by the
            Company in the performance of or compliance with any of the terms of
            this Warrant are not and will not be adequate to the fullest  extent
            permitted by law, and that such terms may be  specifically  enforced
            by a decree for the specific  performance of any agreement contained
            herein or by an  injunction  against a violation of any of the terms
            hereof or otherwise.

      (e)   Nonwaiver; Cumulative Remedies. No course of dealing or any delay or
            failure to exercise  any right  hereunder  on the part of the Holder
            shall  operate as a waiver of such right or otherwise  prejudice the
            rights,  powers or  remedies  of the  Holder.  No single or  partial
            waiver by the  Holder of any  provision  of this  Warrant  or of any
            breach or default  hereunder or of any right or remedy shall operate
            as a waiver of any other provision,  breach, default right or remedy
            or of the same  provision,  breach,  default,  right or  remedy on a
            future  occasion.  The rights and remedies  provided in this Warrant
            are  cumulative and are in addition to all rights and remedies which
            the Holder and each  Shareholder  may have in law or in equity or by
            statute otherwise.

<PAGE>

      (f)   Successors  and Assigns.  This Warrant  shall be binding  upon,  the
            Company and any person or entity  succeeding  the Company be merger,
            consolidation  or  acquisition  of all or  substantially  all of the
            Company's  assets,  and all of the  obligations  of the Company with
            respect to the shares of Common Stock issuable upon exercise of this
            Warrant,  shall survive the exercise,  expiration or  termination of
            this Warrant and all of the covenants and  agreements of the Company
            shall  inure to the  benefit of the Holder  and its  successors  and
            assigns. The Company shall, at the time of exercise of this Warrant,
            in  whole  or in  party,  upon  request  of  the  Holder  but at the
            Company's expense, acknowledge in writing its continuing obligations
            hereunder  with  respect  to rights of the  Holder to which it shall
            continue to be entitled  after such exercise in accordance  with the
            terms  hereof;  provided  that the failure of the Holder to make any
            such  request  shall not affect  the  continuing  obligation  of the
            Company to the Holder in respect of such rights.

      (g)   Integration.  This Warrant and that certain Stock Purchase Agreement
            to which the Company  and the  original  Holder of this  Warrant are
            parties  replace  all  prior  and  contemporaneous   agreements  and
            supersede  all prior and  contemporaneous  negotiations  between the
            parties with  respect to the  transactions  contemplated  herein and
            constitute  the entire  agreement of the parties with respect to the
            transactions contemplated herein.

      (f)   Survival of Representations and Warranties.  The representations and
            warranties  of  the  Company  in  this  Warrant  shall  survive  the
            execution and delivery of this Warrant and the  consummation  of the
            transactions contemplated hereby,  notwithstanding any investigation
            by the Holder or its agents.

      IN WITNESS  WHEREOF,  CASE  FINANCIAL,  INC. has caused this Warrant to be
executed by its officers thereunto duly authorized.


Dated: March 25, 2005


CASE FINANCIAL, INC.                    HOLDER


By:                                     By:
    ----------------------------           ----------------------------
    Lawrence Schaffer, President


<PAGE>

                               NOTICE OF EXERCISE

To: CASE FINANCIAL, INC.

By:

            (1) The undersigned  hereby: (A) elects to purchase shares of Common
Stock of CASE FINANCIAL,  INC. pursuant to the provisions of Section 3(a) of the
attached  Warrant,  and tenders  herewith payment of the purchase price for such
shares in full.

            (2) In exercising this Warrant,  the undersigned hereby confirms and
acknowledges  that the shares of Common Stock thereof are being acquired  solely
for the account of the undersigned and not as a nominee for any other party, and
for  investment,  and that the  undersigned  will not offer,  sell or  otherwise
dispose of any such shares of Common Stock except under  circumstances that will
not result in a violation  of the  Securities  Act of 1933,  as amended,  or any
applicable state securities laws.

            (3) Please issue a certificate  or  certificates  representing  said
shares of Common Stock in the name of the  undersigned  or in such other name as
is specified below:



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            (4) Please  issue a new Warrant for the  unexercised  portion of the
attached  Warrant  in the name of the  undersigned  or in such  other name as is
specified below:

                    -------------------------------------
                    (Name)


Dated:
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<PAGE>

                                 ASSIGNMENT FORM

      FOR VALUE  RECEIVED,  the  undersigned  registered  owner of this  Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the undersigned  under the within Warrant,  with respect to the number
of shares of Common Stock set forth below:

Name of Assignee                    Address                      No. of Shares




and does hereby irrevocably constitute and appoint  ____________________ to make
such transfer on the books of CASE FINANCIAL,  INC., maintained for the purpose,
with full power of substitution in the premises.

      The undersigned also represents that, by assignment  hereof,  the Assignee
acknowledges  that  this  Warrant  and the  shares  of stock to be  issued  upon
exercise hereof are being acquired for investment and that the Assignee will not
offer,  sell or  otherwise  dispose of this Warrant or any shares of stock to be
issued upon exercise hereof except under  circumstances which will not result in
a violation of the Securities Act of 1933, as amended,  or any applicable  state
securities laws.  Further,  the Assignee has acknowledged  that upon exercise of
this  Warrant,  the Assignee  shall,  if  requested  by the Company,  confirm in
writing,  in a form  satisfactory  to the  Company,  that the shares of stock so
purchased  are  being  acquired  for  investment  and  not  with a  view  toward
distribution or resale.

Dated:
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