<PAGE>

                                                                 Exhibit 3.1 (a)

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 OR (ii) 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.

                           EXERCISABLE ON OR BEFORE
                 5:00 P.M., NEW YORK TIME, ____________, 2002


No. Series A ___           ______ Warrants


                            CASH TECHNOLOGIES, INC.

               SERIES A REDEEMABLE COMMON STOCK PURCHASE WARRANT

This warrant certificate (the "Warrant Certificate") certifies that
______________ or registered assigns, is the registered holder of warrants to
purchase up to _____ fully-paid and non-assessable shares, subject to adjustment
in accordance with Article 6 hereof (the "Warrant Shares"), of the common stock
(the "Common Stock"), par value $.01 per share, 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." This Warrant
Certificate is one of a series of Series A Warrant Certificates being issued as
part of a private offering (the "Offering") pursuant to the Company's
Confidential Private Offering Memorandum, dated July 27, 1999.
<PAGE>

          1.   Exercise Period; Exercise Price; Exercise of Warrants.
               -----------------------------------------------------

          1.1. Exercise Period. Each Warrant is exercisable at any time
               ---------------
commencing on the date hereof (the "Exercise Date") until 5:00 P.M. New York
City time on ______, 2002 [3 years from the issue date] (the "Expiration Date").

          1.2. Initial and Adjusted Exercise Price. Each Warrant is initially
               -----------------------------------
exercisable to purchase one Warrant Share at an initial exercise price equal to
$12.00 per share, subject to adjustment to prevent dilution. The adjusted
exercise price shall be the price which shall result from time to time from any
and all adjustments of the initial exercise price in accordance with the
provisions of Section 6 hereof. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.

          1.3. Method of Exercise. The rights represented by this Warrant are
               ------------------
exercisable upon the terms and conditions set forth herein at the option of the
Holder in whole at any time and in part from time to time. The Exercise Price
shall be payable in cash, by wire transfer or by certified check to the order of
the Company, or any combination of cash, wire transfer or certified 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, CA
90015) the registered holder of the Warrant Certificate ("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 of Common Stock). 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 the surrender thereof and
shall execute and deliver a new Warrant Certificate of like tenor for the
balance of the Warrant Shares purchasable hereunder.

          2.   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 (and in any event within ten business days
thereafter) without charge to the Holder thereof including, without limitation,
any tax which may be payable in respect of the initial 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 and shall have
established to the satisfaction of the Company that such transfer is in
compliance with all applicable securities laws.
<PAGE>

               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.

          3.   Restriction on Transfer of Warrants.
               -----------------------------------

          3.1. Agreement that Warrant Acquired for Investment. The Holder of
               ----------------------------------------------
this Warrant Certificate, by its acceptance thereof, covenants and agrees that
the Warrants and the Warrant Shares issuable upon exercise of the Warrants are
being acquired as an investment and not with a view to the distribution thereof.
The Holder also understands that neither the Warrants nor the Warrant Shares
have been registered under the Securities Act of 1933, as amended (the "Act").

          Neither this Warrant nor any Warrant Share may be offered for sale or
sold, or otherwise transferred or disposed of in any transaction which would
constitute a sale thereof within the meaning of the Securities Act of 1933, as
amended (the "Act"), unless (i) such security has been registered for sale under
the Act and registered or qualified under applicable state securities laws
relating to the offer and sale of securities, or (ii) exemptions from the
registration requirements of the Act and the registration or qualification
requirements of all such state securities laws are available and the Company
shall have received an opinion of counsel satisfactory to the Company that the
proposed sale or other disposition of such securities may be effected without
registration under the Act and would not result in any violation of any
applicable state securities laws, such counsel and such opinion to be reasonably
satisfactory to the Company.

          3.2. Legend Requirement. 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 or (ii) upon the
               delivery by the holder to the Company of an opinion of counsel,
               reasonably satisfactory to counsel to the Company, stating that
               an exemption from registration under such Act is available."

                                       2
<PAGE>

          4.   Registration Rights.
               -------------------

         4.1.  Automatic Registration;Holding Period. The Company shall use its
               -------------------------------------
best efforts to file with the Securities and Exchange Commission a registration
statement within 180 days of the final closing of the Offering to allow the
resale by the holder of this Warrant of the Warrant Shares. The Company shall
give written notice by mail, at least 30 days prior to the filing of the
registration statement to each Holder of the Warrants and/or the Warrant Shares
of its intention to do so file the registration statement.

          Notwithstanding the provisions of this Section 4, each Holder agrees
          --------------------------------------------------------------------
that although a registration statement for the resale of the Warrant Shares may
-------------------------------------------------------------------------------
have been declared effective by the Securities and Exchange Commission, he shall
--------------------------------------------------------------------------------
not sell, transfer, pledge or assign any Warrant Shares prior to a date which is
--------------------------------------------------------------------------------
365 days from the final closing of the Offering without the prior written
-------------------------------------------------------------------------
consent of the Company.
----------------------

          4.3. Covenants of the Company With Respect to Registration.  In
               -----------------------------------------------------
connection with any registration under Section 4 hereof, the Company covenants
and agrees as follows:

          (a) The Company shall use its best efforts to have any registration
statements filed with the SEC including the Warrant Shares declared effective at
the earliest possible time, and shall furnish each Holder desiring to sell
Warrant Shares such number of prospectuses as shall reasonably be requested. The
Company shall keep effective any registration or qualification contemplated by
this Section 4 and shall from time to time amend or supplement each applicable
registration statement, preliminary prospectus, final prospectus, application,
document and communication for a period of time equal to the earlier of (i) the
date that all of the Warrant Shares have been sold pursuant to the registration
statement or (ii) the date the Holders receive an opinion of counsel that the
Warrant Shares may be sold under Rule 144(k) or (iii) the third anniversary of
the effective date of the registration statement.

          (b) The Company shall pay all costs (excluding fees and expenses of
Holder(s) counsel, accounting and any underwriting or selling commissions), fees
and expenses in connection with all registration statements filed pursuant to
Sections 4 hereof including, without limitation, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses; provided that
the Company shall not be responsible for transfer taxes, fees and disbursement
of accountants and counsel for Holders, and other related selling expenses
incurred by Holders.

          (c) The Company will use reasonable efforts to qualify the Warrant
Shares included in a registration statement for offering and sale under the
securities or blue sky laws of such states as reasonably are requested by the
Holder(s), provided that the Company shall not be obligated to execute or file
any general consent to service of process or to qualify as a foreign corporation
to do business under the laws of any such jurisdiction or to subject itself to
taxation in any such jurisdiction.

          (d) (i) Subject to the conditions set forth below, the Company agrees
to indemnify and hold harmless the Holder, any holder of any of the Warrant
Shares, their officers, directors, partners, employees, agents and counsel, and
each person, if any, who controls any such person within the meaning of Section
15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as
amended

                                       3
<PAGE>

(the "Exchange Act"), from and against any and all loss, liability, charge,
claim, damage and expense whatsoever (which shall include, for all purposes of
this paragraph 4(d), but not be limited to, reasonable attorneys' fees and any
and all expense whatsoever reasonably incurred, and any and all amounts paid in
settlement of any claim or litigation), as and when incurred, arising out of,
based upon, or in connection with (A) any untrue statement or alleged untrue
statement of a material fact contained (Y) in any registration statement, final
prospectus, or any amendment or supplement thereto, or (Z) in any application or
other document or communication (in this paragraph 4(d) collectively called an
"application") executed by or on behalf of the Company filed in any jurisdiction
in order to register or qualify any of the Warrant Shares under the securities
or blue sky laws thereof; or any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company with
respect to the Holder or any holder of any of the Warrant Shares by or on behalf
of such Holder or such other holder expressly for inclusion in any such
registration or final prospectus, or any amendment or supplement thereto, or in
any application, as the case may be, or (B) any breach of any representation,
warranty, covenant or agreement of the Company contained in this Warrant.

               (ii)   Promptly after receipt by any person in respect of which
indemnity may be sought pursuant to this Section 4 (an "Indemnified Party") of
notice of any claim or the commencement of any action, the Indemnified Party
shall, if a claim in respect thereof is to be made against the person against
whom such indemnity may be sought (an "Indemnifying Party") notify the
Indemnifying Party in writing of the claim or the commencement of such action;
provided that the failure to notify the Indemnifying Party shall not relieve it
from any liability which it may have to an Indemnified Party otherwise than
under this Section 4(d) except to the extent of any actual prejudice resulting
therefore. If any such claim or action shall be brought against an Indemnified
Party and it shall notify the Indemnifying Party thereof, the Indemnifying Party
shall be entitled to participate therein, and, to the extent that it wishes,
jointly with any other similarly notified Indemnifying Party, to assume the
defense thereof with counsel reasonably satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its
election to assume the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided that the
Indemnified Party shall have the right to employ separate counsel to represent
the Indemnified Party in connection with any claim in respect of which indemnity
may be sought by the Indemnified Party against the Indemnifying Party, but the
fees and expenses of such counsel shall be for the account of such Indemnified
Party unless (A) the Indemnifying Party and the Indemnified Party shall have
mutually agreed in writing to the retention of such counsel or (B) the
Indemnifying Party shall not have assumed the defense thereof with counsel
reasonably satisfactory to the Indemnified Party or (C) in the opinion of
counsel to such Indemnified Party, representation of both parties by the same
counsel would be inappropriate due to actual or

                                       4
<PAGE>

potential conflicts of interest between them, it being understood however, that
the Indemnifying Party shall not, in connection with any one such claim or
action or separate but substantially similar or related claims or actions In the
same jurisdiction arising out of the same allegations or circumstances, be
liable for the fees and expenses of mote than one separate firm of attorneys
(together with local counsel) at any time for all Indemnified Parties. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party and such
settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding. Whether or not the defense of
any claim or action is assumed by the Indemnifying Party, such Indemnifying
Party will not be subject to any liability for any settlement made without its
consent, which consent will not be unreasonably withheld.

               (iii)   The Holder and any other holder of Warrant Shares agrees
to indemnify and hold harmless the Company, its officers, directors, employees,
accountants, agents or counsel and each other person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
the Holder and such other holder in paragraph 4(d), but only with respect to
statements or omissions, if any, made in any registration statement, preliminary
prospectus, or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, or in any application, in reliance upon
and in conformity with written information furnished to the Company with respect
to the Holder or such other holder or their plan of distribution, by or on
behalf of the Holder or such other holder expressly for inclusion in any such
registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto, or in any application, as the case may be. If
any action shall be brought against the Company or any other person so
indemnified based on any such registration statement, preliminary prospectus, or
final prospectus, or any amendment or supplement thereto, or in any application,
and in respect of which indemnity may be sought against the Holder pursuant to
this paragraph 4(d) (iii), the Holder and such other holder shall have the
rights and duties given to the Company, and the Company and each other person so
indemnified shall have the rights and duties given to the indemnified parties,
by the provisions of paragraph 4(d)(i).

         (e) Nothing contained in this Agreement shall be construed as requiring
the Holder(s) to exercise their Warrants prior to the initial filing of any
registration statement or the effectiveness thereof.

         (f) The Company as soon as practicable, but in any event not later than
45 days after the end of the 12-month period beginning on the day after the end
of the fiscal quarter of the Company during which the effective date of the
registration statement occurs (90 days in the event that the end of such fiscal
quarter is the end of the Company's fiscal year), shall make generally available
to its security holders, in the manner specified in Rule 158(b) of the Rules and
Regulations, and to the Holder, an earnings statement which will be in the
detail required by, and will otherwise comply with, the

                                       5
<PAGE>

provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and
Regulations, which statement need not be audited unless required by the Act,
covering a period of at least 12 consecutive months after the effective date of
the Registration Statement.

         (g)      In connection with the registration of the Warrant Shares, the
Holders shall have the following obligations:

                         (i)    It shall be a condition precedent to the
                  obligations of the Company to complete the registration
                  pursuant to this Agreement with respect to the Warrant shares
                  of a particular Holder that such Holder shall furnish to the
                  Company such information in writing regarding itself, the
                  Warrant Shares held by it, and the intended method of
                  disposition of the Warrant Shares held by it, as shall be
                  reasonably required to effect the registration of such Warrant
                  Shares, including without limitation a statement as to the
                  number of Warrant Shares proposed to be sold and the intended
                  method(s) of distribution and a statement of the firm intent
                  of such Holder to offer Warrant Shares for sale. In addition,
                  each Holder shall execute such other documents in connection
                  with such registration as the Company may reasonably request.
                  At least five (5) days prior to the first anticipated filing
                  date of the Registration Statement, the Company shall notify
                  each Holder of the information the Company requires from each
                  such Holder (the "Requested Information"). If at least 5
                  business days prior to the effective date of the registration
                  statement the Company has not received the Requested
                  Information from a Holder (a "Non-Responsive Holder"), then
                  the Company may request effectiveness of the Registration
                  Statement without including securities of such Non-Responsive
                  Holder;

                         (ii)   Each Holder, by such Holder's acceptance of the
                  Warrant Shares, agrees to cooperate with the Company as
                  reasonably requested by the Company in connection with the
                  preparation and filing of the Registration Statement
                  hereunder; and

                         (iii)  Each Holder agrees that, upon receipt of any
                  notice from the Company of (A) the happening of any event as a
                  result of which the prospectus included in the registration
                  statement, as then in effect, includes an untrue statement of
                  a material fact or omits to state a material fact required to
                  be stated therein or necessary to make the statements therein
                  in light of the circumstances under which they were made, not
                  misleading; or (B) the issuance by the SEC of any stop order
                  or other suspension of the effectiveness of the registration
                  statement, such Holder will immediately discontinue
                  disposition of Warrant Shares pursuant to the Registration
                  Statement covering such Warrant Shares until such Holder's
                  receipt of the copies of a supplemented or amended Prospectus
                  in the case of all event described in clause (A) above, or a
                  notice of the removal of any suspension in the case of an
                  event described in clause (B) above. If so directed by the
                  Company, such Holder shall deliver to the Company or destroy
                  (and deliver to the Company a certificate of destruction) all
                  copies in such Holder's

                                       6
<PAGE>

                  possession of the prospectus covering such Warrant Shares at
                  the time of receipt of such notice.

           5.     Redemption of Warrants. The Company may, subject to the
                  ----------------------
conditions set forth herein, redeem all, but not less than all, the Warrants
then outstanding upon not less than thirty (30) days nor more than sixty (60)
days prior written notice to the Warrant Holders at any time commencing 180
days from the Exercise Date, provided: (i) the closing bid price of the
Company's Common Stock for twenty (20) consecutive trading days ending within
ten (l0) days of the date of the notice of redemption is at least $20.00 per
share and (ii) all of the Warrant Shares have been registered for resale and
continue to be covered by an effective and current registration statement with
the Securities and Exchange Commission. Notice will be effective upon mailing
and the time of mailing is the "Effective Date of the Notice". The Notice will
state a redemption date not less than thirty (30) days nor more than sixty (60)
days from the Effective Date of the Notice (the "Redemption Date"). No Notice
shall be mailed unless all funds necessary to pay for redemption of all Warrants
then outstanding shall have first been set aside by the Company in trust with an
independent third party for the benefit of all Warrant Holders so as to be and
continue to be available therefor. The redemption price to be paid to the
Warrant Holders will be $.01 for each share of Common Stock of the Company to
which the Warrant Holder would then be entitled upon exercise of the Warrant
being redeemed, as adjusted from time to time as provided herein (the
"Redemption Price"). The Warrant Holders may exercise their Warrants between the
Effective Date of the Notice and 5:00 pm on the Redemption Date, such exercise
being effective if done in accordance with Section 1 hereof, and if the Warrant
Certificate, with form of election to purchase duly executed and the Warrant
Price, as applicable for such Warrant subject to redemption for each share of
Common Stock to be purchased is actually received by the Company at its
principal offices prior to 5:00 p.m. eastern standard time on the Redemption
Date.

                  If any Warrant Holder does not wish to exercise any Warrant
being redeemed, he should mail such Warrant to the Company at its principal
offices after receiving the Notice of Redemption required by this Section 5. If
such Notice of Redemption shall have been so mailed, and if on or before the
Effective Date of the Notice all funds necessary to pay for redemption of all
Warrants then outstanding shall have been set aside by the Company for the
benefit of all Warrant Holders so as to be and continue to be available
therefor, then, on and after said Redemption Date, notwithstanding that any
Warrant subject to redemption shall not have been surrendered for redemption,
the obligation evidenced by all Warrants not surrendered for redemption or
effectively exercised shall be deemed no longer outstanding, and all rights with
respect thereto shall forthwith cease and terminate, except only the right of
the holder of each Warrant subject to redemption to receive the Redemption Price
for each share of Common Stock to which he would be entitled if he exercised the
Warrant upon receiving notice of redemption of the Warrant subject to redemption
held by him.

           6.     Adjustments of Exercise Price and Number of Warrant Shares.
                  ----------------------------------------------------------

           6.1.   Dividends and Distributions. In case the Company shall at any
                  ---------------------------
time after the date hereof pay a dividend in Common Stock or make a distribution
in Common Stock, then upon such

                                       7
<PAGE>

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 issuance or
sale. No adjustments shall be made for any cash dividends on shares issuable
upon exercise of the Warrants. For purposes of any computation to be made in
accordance with the provisions of this Section 6.1, the shares of 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 stockholders entitled to receive such dividend or
distribution.

           6.2.   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 on the effective date of any subdivision
or increased on the effective date of any combination.

           6.3.   Reclassification, Consolidation, Merger. etc. In case of any
                  --------------------------------------------
reclassification or change of the outstanding Common Stock (other than a change
in 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
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.

           6.4.   Determination of Outstanding Shares. The number of the 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.

           7.     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.

                                       8
<PAGE>

                  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 and any such lost, stolen, destroyed or mutilated
warrant shall thereupon become void.

           8.     Elimination of Fractional Interests. The Company shall not be
                  -----------------------------------
required to issue certificates representing fractions of the 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 or down to the nearest whole
number of shares of Common Stock.

           9.     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 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 then outstanding Warrants, for issuance
upon such exercise, and that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all Warrant Shares issuable upon issuance in accordance
with the terms hereof shall be duly and validly issued, fully paid,
nonassessable and not subject to the preemptive rights of any stockholder.

           10.    Rights of Warrant Holders. Nothing contained in this Agreement
                  -------------------------
shall be construed as conferring upon the Holder any rights whatsoever as a
stockholder of the Company, either at law or in equity, including without
limitation, 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 the right to receive dividends or any other matter. Notwithstanding
the foregoing, if 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 than 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 Common Stock or other shares of capital stock of the
Company or securities convertible into or exchangeable for Common Stock or other
shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor; 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) Reclassification or change of the outstanding Common Stock
(other than a change in par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), consolidation of the
Company with, or merger of the Company into, another corporation

                                       9
<PAGE>

(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 Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or a sale or
conveyance to another corporation of the property of the Company as an entirety
is proposed; or

                  (e) The Company or an affiliate of the Company shall propose
to issue any rights to subscribe for 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 fifteen (15) 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.

           11.    Notices.  All notices, requests, consents and other
                  --------
communications hereunder 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 Section 1
of this Agreement or to such other address as the Company may designate by
notice to the Holders.

           12.    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.

           13.    Governing 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
laws of the State of Delaware.


                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed, as of the _______day of _______, 1999.


[SEAL]                                  CASH TECHNOLOGIES, INC.

                                             By:_______________________________
                                                Bruce Korman
                                                President

Attest:


------------------
Robert Gielow
Secretary

                                       10
<PAGE>

[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 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)

                                       11
<PAGE>

[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 Cash Technologies, Inc., 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