<PAGE>

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
  BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR
   OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE,
 TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH
                                     LAWS.



                                     WARRANT

                              TO PURCHASE SHARES OF
                                 COMMON STOCK OF

                            PDS FINANCIAL CORPORATION



         This certifies that for good and valuable consideration, Digideal
Corporation (the "Holder") is entitled to subscribe for and purchase from PDS
Financial Corporation, a Minnesota corporation (the "Company"), at any time or
from time to time after June 16, 1999 and before June 16, 2004, in the amounts
and subject to the conditions set forth in Section 1 hereof, up to 184,480 fully
paid and nonassessable shares of common stock ("Common Stock") of the Company at
a price per share equal to $3.75 (the "Warrant Exercise Price"), subject to the
antidilution provisions of this Warrant. The shares which may be acquired upon
exercise of this Warrant are referred to herein as the "Warrant Shares."

         1)       EXERCISE OF WARRANT; RESTRICTIONS ON TRANSFERABILITY.

                  a) The rights represented by this Warrant may be exercised by
         the Holder in the following increments and only if the following
         conditions (each such condition is referred to as a "Vesting
         Condition") are met:

         NO. OF SHARES BECOMING
         VESTED AND EXERCISABLE           VESTING CONDITION
                  36,896         $10,000,000 of aggregated revenue from the sale
                                 or lease of Designated Product (as defined in
                                 Agreement for Technology Transfer, Manufacture,
                                 Distribution and Affecting Patent, Trademark
                                 and Copyrights (the "Technology Agreement")
                                 between the Company and the Holder, dated June
                                 16, 1999)

                                       -1-

<PAGE>

         NO. OF SHARES BECOMING
         VESTED AND EXERCISABLE           VESTING CONDITION
                   36,896        $20,000,000 of aggregated revenue from the sale
                                 or lease of Designated Product (as defined in
                                 the Technology Agreement)
                   36,896        $30,000,000 of aggregated revenue from the sale
                                 or lease of Designated Product (as defined in
                                 the Technology Agreement)
                   36,896        $40,000,000 of aggregated revenue from the sale
                                 or lease of Designated Product (as defined in
                                 the Technology Agreement)
                   36,896        $50,000,000 of aggregated revenue from the sale
                                 or lease of Designated Product (as defined in
                                 the Technology Agreement)


                  b)    For purposes of this Section 1, revenue from Designated
         Products will be determined on a quarterly basis in accordance with the
         methodology the Company uses to determine revenue in the preparation of
         its financial statements, which are made available to the public.

                  c)    Once a portion of this Warrant becomes exercisable, such
         portion may be exercised at any time thereafter up to and including
         June 16, 2004 (the "Expiration Date"), after which date this Warrant
         shall expire. Any portion of this Warrant which has not become
         exercisable on or prior to the Expiration Date or which has become
         exercisable on or prior to the Expiration Date, but has not been
         exercised as of 5:00 p.m. on the Expiration Date shall be canceled and
         forfeited and shall no longer represent the right to purchase shares of
         Common Stock of the Company. To exercise this Warrant, the Holders
         shall deliver a written notice of exercise (in the form attached
         hereto) delivered to the Company at the principal office of the Company
         and accompanied or preceded by the surrender of this Warrant along with
         a check in payment of the Warrant Exercise Price for such shares. Upon
         any exercise of less than all the Warrant Shares, there shall be issued
         to the holder a new Warrant in respect of the Warrant Shares as to
         which this Warrant was not exercised.

                  d)     Each certificate representing Warrant Shares issued to
         the Holder shall bear the following legend; PROVIDED, HOWEVER, that
         such legend shall not be required if the Company receives an opinion of
         counsel reasonably acceptable to the Company to the effect that neither
         such legend nor the restrictions on transfer are required in order to
         ensure compliance with the Securities Act of 1933, as amended:

                  The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  any state

                                      -2-

<PAGE>

                  securities law, and may not be transferred, sold or otherwise
                  disposed of in the absence of such registration or an
                  exemption therefrom. Such shares may be transferred only in
                  compliance with the conditions specified in the Warrant dated
                  June 16, 1999, between the issuer and the Holder, a complete
                  and correct copy of which is available for inspection at the
                  principal office of the issuer and will be furnished to the
                  holder hereof upon written request and without charge.

         2)       NO VOTING RIGHTS. This Warrant shall not entitle the Holder
to any voting rights or other rights as a shareholder of the Company.

         3)       REPRESENTATION BY HOLDER. The Holder, by acceptance hereof,
represents and warrants that (a) it is acquiring this Warrant for its own
account for investment purposes only and not with a view to its resale or
distribution and (b) it has no present intention to resell or otherwise
dispose of all or any part of this Warrant or any of the Warrant Shares. The
Holder, by acceptance hereof, covenants that it will make any filings
pursuant to state or federal securities laws, including without limitation
Schedule 13-D or Schedule 13-G, required to be made by it by virtue of
holding this Warrant or upon exercise of this Warrant.

         4)       NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the
following terms, to which the Holder and any permitted successors and assigns
of the Holder, each consents and agrees:

                  a) Other than pursuant to registration under federal
         securities laws and qualification under applicable state securities
         laws or an exemption from such registration or qualification, the
         availability of which the Company shall determine in its sole
         discretion, neither this Warrant nor any of the Warrant Shares may be
         sold, pledged, assigned, or otherwise disposed of (whether voluntarily
         or involuntarily). The Company may condition such sale, pledge,
         assignment, or other disposition on the receipt from the proposed
         transferee to whom such Warrant Shares are to be issued or so
         transferred of any reasonable representations and agreements requested
         by the Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration or qualification under federal
         and applicable state securities laws. The Holder shall give written
         notice to the Company before transferring this Warrant or any of the
         Warrant Shares of the Holder's intention to do so, describing briefly
         the manner of any proposed transfer and the identity and background of
         the proposed transferee. Within thirty (30) days after receiving such
         written notice, the Company shall notify the Holder as to whether such
         transfer may be effected and of the conditions to any such transfer.

                  b) Until this Warrant is duly transferred on the books of the
         Company, the Company may treat the registered holder of this Warrant as
         absolute owner hereof for all purposes without being affected by any
         notice to the contrary.

                  c) Each successive holder of this Warrant, or of any portion
         of the rights represented thereby, shall be bound by the terms and
         conditions set forth herein.

                                       -3-

<PAGE>

         5)       ANTIDILUTION ADJUSTMENTS.

                  a) If the Company shall at any time hereafter subdivide or
         combine its outstanding shares of Common Stock, or declare a dividend
         payable in Common Stock, the exercise price in effect immediately prior
         to the subdivision, combination, or record date for such dividend
         payable in Common Stock shall forthwith be proportionately increased,
         in the case of combination, or proportionately decreased, in the case
         of subdivision or declaration of a dividend payable in Common Stock,
         and the number of Warrant Shares purchasable upon exercise of this
         Warrant immediately preceding such event, shall be changed to the
         number determined by dividing the then current exercise price by the
         exercise price as adjusted after such subdivision, combination, or
         dividend payable in Common Stock and multiplying the result of such
         division against the number of Warrant Shares purchasable upon the
         exercise of this Warrant immediately preceding such event, so as to
         achieve an exercise price and number of Warrant Shares purchasable
         after such event proportional to such exercise price and number of
         Warrant Shares purchasable immediately preceding such event. All
         calculations hereunder shall be made to the nearest cent or to the
         nearest one-hundredth of a share, as the case may be. No fractional
         Warrant Shares are to be issued upon the exercise of this Warrant, but
         the Company shall pay a cash adjustment in respect of any fraction of a
         share which would otherwise be issuable in an amount equal to the same
         fraction of the market price per share of Common Stock on the day of
         exercise as determined in good faith by the Company.

                  b) In case of any capital reorganization or any
         reclassification of the shares of Common Stock of the Company, or in
         the case of any consolidation with or merger of the Company into or
         with another corporation, or the sale of all or substantially all of
         its assets to another corporation, which is effected in such a manner
         that the holders of Common Stock shall be entitled to receive stock,
         securities, or assets with respect to or in exchange for Common Stock,
         then, as a part of such reorganization, reclassification,
         consolidation, merger, or sale, as the case may be, lawful provision
         shall be made so that the holder of the Warrant shall have the right
         thereafter to receive, upon the exercise hereof, the kind and amount of
         shares of stock or other securities or property which the holder would
         have been entitled to receive if, immediately prior to such
         reorganization, reclassification, consolidation, merger, or sale, the
         holder had held the number of Warrant Shares which were then
         purchasable upon the exercise of the Warrant. In any such case,
         appropriate adjustment (as determined in good faith by the Board of
         Directors of the Company) shall be made in the application of the
         provisions set forth herein with respect to the rights and interest
         thereafter of the holder of the Warrant, to the end that the provisions
         set forth herein (including provisions with respect to adjustments of
         the exercise price) shall thereafter be applicable, as nearly as
         reasonably may be, in relation to any shares of stock or other property
         thereafter deliverable upon the exercise of the Warrant.

                  c) When any adjustment is required to be made in the exercise
         price, initial or adjusted, the Company shall forthwith determine the
         new exercise price and (a) prepare and retain on file a statement
         describing in reasonable detail the method used in arriving at the new
         exercise price and (b) cause a copy of such statement to be mailed

                                       -4-

<PAGE>
         to the holder of the Warrant as of a date within ten (10) days after
         the date when the circumstances giving rise to the adjustment occurred.

         6)       RIGHT TO CONVERT.

                  a) The holder of this Warrant shall have the right to require
         the Company to convert this Warrant (the "Conversion Right"), at any
         time after it becomes exercisable and prior to its expiration, into
         shares of Common Stock as provided for in this Section 6. Upon exercise
         of the Conversion Right, the Company shall deliver to the holder
         (without payment by the holder of any exercise price) that number of
         shares of Common Stock equal to the number of shares of Common Stock
         resulting from multiplying the number of Warrant Shares requested to be
         converted hereunder times the quotient obtained by dividing (x) the
         value of the Warrant at the time the Conversion Right is exercised
         (determined by subtracting the aggregate exercise price for the Warrant
         Shares in effect immediately prior to the exercise of the Conversion
         Right from the aggregate Fair Market Value (as determined below) for
         the Warrant Shares immediately prior to the exercise of the Conversion
         Right) by (y) the aggregate Fair Market Value for the Warrant Shares
         immediately prior to the exercise of the Conversion Right.

                  b) The Conversion Right may be exercised by the holder, at any
         time or from time to time, prior to its expiration, on any business
         day, by delivering a written notice (the "Conversion Notice") to the
         Company at the offices of the Company exercising the Conversion Right
         and specifying (i) the total number of Warrant Shares the Warrantholder
         will purchase pursuant to such conversion and (ii) a place, and a date
         not less than five (5) nor more than twenty (20) business days from the
         date of the Conversion Notice, for the closing of such purchase.

                  c) At any closing under Section 6(b) hereof, (i) the holder
         will surrender the Warrant, (ii) the Company will deliver to the holder
         a certificate or certificates for the number of shares of Common Stock
         issuable upon such conversion, together with cash, in lieu of any
         fraction of a share, and (iii) the Company will deliver to the holder a
         new Warrant representing the number of Warrant Shares, if any, with
         respect to which the Warrant shall not have been converted.

                  d) "Fair Market Value" of a share of Common Stock as of a
         particular date (the "Determination Date") shall mean:

                      i)   If the Company's Common Stock is traded on an
                  exchange or is quoted on the Nasdaq Stock Market or Small-Cap
                  Market, then the average closing or last sale prices,
                  respectively, reported for the ten (10) business days
                  immediately preceding the Determination Date;

                      ii)  if the Company's Common Stock is not traded on an
                  exchange or on the Nasdaq Stock Market or Small-Cap Market,
                  but is traded on the Nasdaq Bulletin Board or another
                  over-the-counter market, then the average of the closing bid
                  and asked prices reported for the ten (10) business days
                  immediately preceding the Determination Date;


                                       -5-

<PAGE>

                       iii)  If the Company's Common Stock is not publicly
                  traded, then, at the option of the Company, "Fair Market
                  Value" shall mean either (1) the sales price for the most
                  recent bona fide sale for cash on an arm's-length basis prior
                  to the Determination Date of such Common Stock by the Company
                  privately to one or more investors unaffiliated with the
                  Company or (2) the appraised fair market value of such stock,
                  its determined by mutual agreement of the Company and the
                  holder of the Warrant. If Company elects (2) above and the
                  parties cannot agree to such valuation, then each of the
                  Company and the holder shall select an arbitrator and such
                  arbitrators shall select a third, and such three arbitrators
                  shall determine (in accordance with the Commercial Arbitration
                  Rules of the American Arbitration Association, such expenses
                  to be borne equally by the parties) the fair market value
                  (without any discount for lack of marketability or minority
                  interest) of a share of Common Stock of the Company.

         7)       NOTICE OF CERTAIN EVENTS. The Company shall mail to the
registered holder of the Warrant, at its known post office address appearing
on the books of the Company, not less than fifteen (15) days prior to the
date on which (a) a record will be taken for the purpose of determining the
holders of shares of Common Stock entitled to dividends (other than cash
dividends) or subscription rights or (b) a record will be taken (or in lieu
thereof, the transfer books will be closed) for the purpose of determining
the holders of common stock entitled to notice of and to vote at a meeting of
shareholders at which any capital reorganization, reclassification of common
stock, consolidation, merger, dissolution, liquidation, winding up, or sale
of substantially all of the Company's assets shall be considered and acted
upon.

         8)       RESERVATION OF COMMON STOCK. During the period in which
this Warrant may be exercised, the Company will reserve sufficient authorized
but unissued securities to enable it to satisfy its obligations on exercise
of this Warrant. If at any time the Company's authorized securities shall not
be sufficient to allow the exercise of this Warrant, the Company shall take
such corporate action as may be necessary to increase its authorized but
unissued securities to be sufficient for such purpose.

         9)       GOVERNING LAW. This Warrant shall be interpreted under the
laws of the State of Washington, exclusive of its conflicts of laws rules.

         10)      NOTICES. All notices under this Warrant shall be in writing
and shall be delivered by personal service or telecopy or certified mail
return receipt requested, postage prepaid, to such address as may be
designated from time to time by the relevant party, and which shall initially
be:

                  a)       IF TO THE HOLDER:
                           Digideal Corporation
                           East 5207 Third Avenue
                           Spokane, Washington 99212
                           Attention: Mike Kahn
                           Telecopy: 509-747-5125

                                        -6-

<PAGE>

                  b)       IF TO THE COMPANY:
                           PDS Financial Corporation
                           6171 McLeod Drive
                           Las Vegas, Nevada 89120
                           Attention: Johan P. Finley
                           Telecopy: (702) 740-8692

         Any notice sent by certified mail shall be deemed to have been given
three days after the date on which it is mailed. All other notices shall be
deemed given when received. No objection may be made to the manner of delivery
of any notice actually received in writing by an authorized agent or party.

         11)  NO THIRD-PARTY BENEFICIARIES. None of the provisions of this
Warrant shall be for the benefit of, or enforceable by, any third-party
beneficiary.

         12)  SEVERABILITY. The validity, legality or enforceability of the
remainder of this Warrant shall not be affected even if one or more of its
provisions shall be held to be invalid, illegal or unenforceable in any respect.

         IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
signed by its duly authorized officer as of the 16th day of June, 1999.



                              PDS FINANCIAL CORPORATION


                              By    /s/ Peter Cleary
                              Title: Executive Vice President _______________


                                       -7-

<PAGE>



                              WARRANT EXERCISE FORM

                   To be signed only upon exercise of Warrant.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________ of the Warrant Shares of PDS Financial
Corporation to which such Warrant relates and herewith makes payment of
$____________ therefore in cash or by certified check, and requests that such
Warrant Shares be issued and be delivered to the address for which is set forth
below the signature of the undersigned.

         Dated: _______________________

                                            -----------------------------------
                                            (Taxpayer's I.D. Number)


                                            -----------------------------------
                                            (Signature)


                                            -----------------------------------


                                            -----------------------------------
                                            (Address)

                                        -8-


<PAGE>



                                 ASSIGNMENT FORM

             To be signed only upon authorized transfer of Warrant.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto __________________ the right to purchase Warrant Shares of PDS
Financial Corporation to which the within Warrant relates and appoints
__________________, attorney, to transfer said right on the books of such
corporation with full power of substitution in the premises.

         Dated: ____________________

                                           ------------------------------------
                                           (Signature)


                                           ------------------------------------


                                           ------------------------------------
                                           (Address)

                                           -9-