Exhibit 10.24

                        RUSH FINANCIAL TECHNOLOGIES, INC.
                               a Texas Corporation

                             STOCK PURCHASE WARRANT
                  To Purchase 1,250,000 Shares of Common Stock
                            Par Value $0.01 per share
                               September 30, 2004


THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
BEEN ACQUIRED FOR INVESTMENT,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED  UNLESS AN
OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE
COMPANY TO THE EFFECT  THAT SUCH SALE,  TRANSFER  OR  ASSIGNMENT  WILL NOT BE IN
VIOLATION  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  THE  RULES  AND
REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

         1. Basic Terms. This certifies that, for value received, Bonanza Master
Fund,  Ltd. (the  "Holder") is entitled,  subject to the terms and conditions of
this Warrant,  until the expiration date, to purchase  1,250,000 whole shares of
Common Stock, par value $0.01 per share (the "Common Stock"),  of Rush Financial
Technologies,  Inc., a Texas  corporation (the "Company") from the Company.  The
Warrants are exercisable at the purchase price of $0.20 per share (the "Purchase
Price") immediately after completion of this offering on the following basis:

         U.S. $0.20 through December 31, 2004;
         U.S. $0.30 from January 1, 2005 through December 31, 2005;
         U.S. $0.40 from January 1, 2006 through December 31, 2006;
         U.S. $0.50 from January 1, 2007 through December 31, 2007;
         U.S. $0.60 from January 1, 2008 through December 31, 2008; and
         U.S. $0.70 from January 1, 2009 through September 30, 2009

upon delivery of this Warrant to the Company with "Form of Election to Purchase"
in the form of Exhibit "A," duly executed, and payment of the Purchase Price (in
cash or by cashier's  check  payable to the order of the Company) for each share
purchased.  This Warrant shall be  exercisable at any time, in whole or in part,
from the date hereof until 5:00 p.m.  Dallas,  Texas Time on September 30, 2009,
except if the  Company's  Common Stock trades at or above $1.00 per share on ten
consecutive trade days, the Company may, with five (5) days' notice, require the
holder to exercise the Election to Purchase.

         The Warrants,  if not exercised,  will expire at 5:00 p.m. on September
30, 2009.  The Warrants  contain  provisions  providing  for  adjustment  of the
exercise price and the number and type of securities issuable upon exercise upon
the occurrence of any recapitalization,  reclassification, stock dividend, stock
split,  stock  combination  or similar  transaction.  The Warrants  grant to the
holder certain  registration  rights for the securities  issuable upon exercise.
The Warrants  also provide  that,  except as permitted by the rules of the NASD,
they  may not be sold  during  the  offering,  or sold,  transferred,  assigned,
pledged  or  hypothecated,  or be  the  subject  of  any  hedging,  short  sale,
derivative,  put or call transaction that would result in the effective economic


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disposition of the securities by any person for a period of 180 days immediately
following the date of effectiveness or commencement of the sale of shares in the
offering.

         2. Company's  Covenants as to Common Stock.  Shares  deliverable on the
exercise of this Warrant shall, at delivery,  be fully paid and  non-assessable,
and free from  taxes,  liens and charges  with  respect to their  purchase.  The
Company shall take any necessary steps to assure that the par value per share of
the  Common  Stock is at all  times  equal to or less  than  the  then-  current
Purchase Price per share of the Common Stock issuable  pursuant to this Warrant.
The Company shall at all times reserve and hold available  sufficient  shares of
Common  Stock to satisfy  all  conversion  and  purchase  rights of  outstanding
convertible securities, options and warrants.

         3.  Method  of  Exercise;   Fractional   Shares.  The  purchase  rights
represented by this Warrant are exercisable at the option of the Holder in whole
or in part,  from time to time,  within the period  above  specified;  provided,
however,  that purchase rights are not exercisable with respect to a fraction of
a share of Common  Stock.  In lieu of  issuing a fraction  of a share  remaining
after exercise of this Warrant as to all full shares covered hereby, the Company
shall  either:  (1)  pay  therefor  cash  equal  to  the  same  fraction  of the
then-current Warrant purchase price per share or, at its option; (2) issue scrip
for the  fraction,  in  registered  or  bearer  form  approved  by the  Board of
Directors  of  the  Company,  which  shall  entitle  the  Holder  to  receive  a
certificate for a full share of Common Stock on surrender of scrip aggregating a
full share.  Scrip may become void after a reasonable  period (but not less than
six months after the expiration date of this Warrant) determined by the Board of
Directors  and  specified in the scrip.  In case of the exercise of this Warrant
for less than all the shares  purchasable,  the Company shall cancel the Warrant
and  execute and deliver a new Warrant of like tenor and date for the balance of
the shares  purchasable.  Upon the date of receipt by the Company of an exercise
of the  Warrant  ("Exercise  Date"),  the  Warrant  shall be deemed to have been
exercised as to the number of shares so purchased,  and the person so exercising
the  Warrant  shall  become a holder of record of shares of Common  Stock on the
Exercise Date.

         4.  Adjustments  of Shares and Purchase  Price.  The initial  number of
shares of  Common  Stock  purchasable  upon  exercise  of this  Warrant  and the
Purchase  Price shall be subject to adjustment  from time to time after the date
hereof as follows:

                  A.  Recapitalization  or  Reclassification of Common Stock. In
         case the Company shall at any time prior to the exercise or termination
         of this Warrant effect a recapitalization  or  reclassification of such
         character  that its  Common  Stock  shall  be  changed  into or  become
         exchangeable  for a larger or smaller number of shares,  then, upon the
         effective  date thereof,  the number of shares of Common Stock that the
         Holder of this  Warrant  shall be entitled to  purchase  upon  exercise
         hereof shall be increased or  decreased,  as the case may be, in direct
         proportion  to the  increase  or  decrease  in such number of shares of
         Common Stock by reason of such  recapitalization  or  reclassification,
         and the Exercise Price of such  recapitalized  or  reclassified  Common
         Stock  shall,  in the case of an increase  in the number of shares,  be
         proportionately  decreased and, in the case of a decrease in the number
         of shares, be proportionately increased.

                  B.  Consolidation,  Merger or Sale. In case the Company shall,
         at any time prior to the exercise of this Warrant, or the expiration of
         the Exercise Period, whichever first occurs,  consolidate or merge with
         any  other  corporation  (unless  the  Company  shall be the  surviving
         entity),  or  transfer  all or  substantially  all of its assets to any

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         other corporation preparatory to a dissolution, then the Company shall,
         as a condition precedent to such transaction, cause effective provision
         to be made so that  the  Holder  of this  Warrant,  upon  the  exercise
         thereof after the effective date of such transaction, shall be entitled
         to receive the kind and amount of shares,  evidences  of  indebtedness,
         and/or other property receivable on such transaction by a holder of the
         number  of  shares  of  Common  Stock  as  to  which  the  Warrant  was
         exercisable  immediately  prior  to such  transaction  (without  giving
         effect to any restriction  upon such exercise);  and, in any such case,
         appropriate  provision  shall be made with  respect  to the  rights and
         interests  of the Holder  hereof to the effect that the  provisions  of
         this  Warrant  shall  thereafter  be  applicable  (as  nearly as may be
         practicable) with respect to any shares, evidences of indebtedness,  or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant.

                  C.  Notice of  Adjustment.  Whenever  the  number of shares of
         Common  Stock  purchasable  upon  exercise  of this  Warrant  shall  be
         adjusted as provided herein,  the Company shall file with its corporate
         records a certificate of its Chief Financial  Officer setting forth the
         computation   and  the  adjusted  number  of  shares  of  Common  Stock
         purchasable  hereunder  resulting from such adjustments,  and a copy of
         such certificate shall be mailed to the Holder. Any such certificate or
         letter  shall  be  conclusive  evidence  as to the  correctness  of the
         adjustment  or  adjustments  referred to therein and shall be available
         for  inspection by the holders of the Warrants on any day during normal
         business hours.

         5. Limited  Rights of Holder.  This Warrant does not entitle the Holder
to any voting rights or other rights as a shareholder of the Company,  or to any
other rights  whatsoever  except the rights herein  expressed.  No dividends are
payable  or will  accrue on this  Warrant or the  shares  purchasable  hereunder
until, and except to the extent that, this Warrant is exercised.

         6. Exchange for Other Denominations.  This Warrant is exchangeable,  on
its surrender by the registered  owner to the Company,  for new Warrants of like
tenor and date representing in the aggregate the right to purchase the number of
shares purchasable hereunder in denominations designated by the registered owner
at the time of surrender.

         7. Transfer.  Holder  acknowledges  that this Warrant and the shares of
Common Stock or other securities into which this Warrant is exercisable have not
been registered  under the Securities Act of 1933, or any state securities laws,
but have been and will be issued pursuant to exemptions therefrom.  Accordingly,
Holder  acknowledges and agrees that this Warrant and the securities acquired by
it upon exercise  hereof may be transferred or assigned to another party only in
accordance with a valid registration statement or an exemption from registration
under the Securities Act and any applicable state securities laws.

         Subject to  applicable  securities  laws,  this  Warrant and all rights
hereunder are  transferable by the Holder hereof in person or by duly authorized
attorney  on the books of the  Company  upon  surrender  of this  Warrant at the
principal offices of the Company,  together with the Form of Assignment attached
hereto as Exhibit "B," duly executed.  Absent any such transfer, the Company may
deem and treat the registered Holder of this Warrant at any time as the absolute
owner  hereof for all  purposes,  and shall not be affected by any notice to the
contrary.



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         8. Registration Rights. If, at any time during the Exercise Period, the
Company shall prepare and file one or more registration statements under the Act
with respect to a public  offering of equity or debt  securities of the Company,
or of any such  securities  of the Company held by its security  holders,  other
than a  registration  statement on Forms S-4, S-8, or similar form,  the Company
will include in any such registration statement such information as is required,
and such  number of shares of Common  Stock  held by, or shares of Common  Stock
underlying  outstanding Warrants held by, the Holder to permit a public offering
of such shares of Common Stock as required;  provided,  however, that if, in the
written  opinion  of the  Company's  managing  underwriter,  if  any,  for  such
offering, the inclusion of the shares requested to be registered,  when added to
the  securities  being  registered  by  the  Company  or  the  selling  security
holder(s),  would exceed the maximum amount of the Company's securities that can
be marketed  without  otherwise  materially  and adversely  affecting the entire
offering,  then the Company may exclude from such  offering  that portion of the
shares required to be so registered so that the total number of securities to be
registered  is within the maximum  number of shares that,  in the opinion of the
managing underwriter, may be marketed without otherwise materially and adversely
affecting the entire offering; also provided, that the Company shall be required
to include in the  offering  and in the  following  order:  first,  the pro rata
number of  securities  requested by the Holder of this  Warrant,  along with all
other  holders of warrants  issued in this  series;  and,  second,  the pro rata
number of securities  requested by all other  holders of  securities  requesting
registration  pursuant to other  registration  rights. The Company shall use its
best efforts to obtain promptly the effectiveness of such registration statement
and maintain the effectiveness  thereof for at least 180 days and to register or
qualify the subject shares of Common Stock  underlying  this Warrant for sale in
up to five (5) states identified by such Holder. The Company shall bear all fees
and expenses  other than the fees and expenses of Holder's  counsel  incurred in
the  preparation  and filing of such  registration  statement  and related state
registrations,  to the extent permitted by applicable law, and the furnishing of
copies of the preliminary and final prospectus thereof to such Holder.

         9.  Recognition  of  Registered  Owner.  Prior to due  presentment  for
registration  of transfer of this Warrant,  the Company may treat the registered
owner as the person  exclusively  entitled to receive  notices and  otherwise to
exercise rights hereunder.

         10.  Notice and Effect of  Dissolution,  etc.  In case a  voluntary  or
involuntary dissolution,  liquidation,  or winding up of the Company (other than
in connection with the consolidation or merger covered by Section 4 above) is at
any time proposed, the Company shall give at least 30 days' prior written notice
to the Holder. Such notice shall contain:  (1) the date on which the transaction
is to take place; (2) the record date (which shall be at least 30 days after the
giving of the notice) as of which  holders of Common  Shares will be entitled to
receive distributions as a result of the transaction; (3) a brief description of
the  transaction;  (4) a brief  description  to be made to the holders of Common
Shares as a result of the transaction;  and (5) an estimate of the fair value of
the distributions.  On the date of the transaction,  it if actually occurs, this
Warrant and all rights hereunder shall terminate.

         11. Method of Giving Notice; Extent Required. Notices shall be given by
first class mail, postage prepaid, addressed to the Holder at the address of the
owner appearing in the records of the Company or to the Company at its principal
office,  or at such other addresses as to which either the Holder or the Company
gives the other written notice as provided herein.

         12.  Entire  Agreement.  This  Warrant,   including  the  exhibits  and
documents  referred  to  herein  which are a part  hereof,  contain  the  entire
understanding of the parties hereto with respect to the subject matter,  and may

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be amended only by a written instrument  executed by the parties hereto or their
successors or assigns.  Any paragraph  headings  contained in this Agreement are
for  reference  purposes  only,  and shall not affect in any way the  meaning or
interpretation of this Warrant.

         13. Governing Law. This Warrant is governed by,  interpreted under, and
construed in all respects in accordance with the  substantive  laws of the State
of  Texas,  without  regard  to the  conflicts  of law  provision  thereof,  and
irrespective of the place of domicile or residence of the parties.  In the event
of a controversy arising out of the interpretation, construction, performance or
breach of this Warrant, the parties hereby agree and consent to the jurisdiction
and venue of the  Courts of the State of Texas,  or the United  States  District
Court for the Northern District of Texas, and further agree and consent that all
personal service of process in any such action or preceding outside the State of
Texas shall be tantamount to service in person in Texas.

         Witness the signature of its authorized officer.

                                    RUSH FINANCIAL TECHNOLOGIES, INC.



                                    By:  /s/ D. M. Moore, Jr.
                                         --------------------
                                         D. M. (Rusty) Moore, Jr., President









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                                    EXHIBIT A

                          FORM OF ELECTION TO PURCHASE


(To be Executed by the Holder if He/She Desires to Exercise  Warrants  Evidenced
by the Attached Warrant Certificate)

To RUSH FINANCIAL TECHNOLOGIES, INC.:

         The  undersigned   hereby   irrevocably  elects  to  exercise  Warrants
evidenced by the attached Warrant  Certificate for, and to purchase  thereunder,
________________________  full  Shares  of Rush  Financial  Technologies,  Inc.,
Common  Stock,  issuable  upon  exercise of said  Warrants  and  delivery of the
Exercise Price for each share purchased.




                                       _________________________________________
                                                      Name


                                       TAXPAYER IDENTIFICATION NUMBER:

                                       _________________________________________





         If said number of Warrants  shall not be all the Warrants  evidenced by
the attached Warrant  Certificate,  the undersigned  requests that a new Warrant
Certificate  evidencing  the  Warrants not so exercised be issued in the name of
and delivered to:


________________________________________________________________________________
                         (Please Print Name and Address)

________________________________________________________________________________

________________________________________________________________________________



Dated:________________, 20____       Signature:_________________________________






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                                    EXHIBIT B

                               FORM OF ASSIGNMENT
                               ------------------


  (To be executed by the registered holder if he/she desires to assign warrants
evidenced by the attached warrant certificate. Any such assignment is subject to
           certain restrictions contained in the Warrant Certificate.)


         FOR VALUE  RECEIVED,  _________________________________________  hereby
sells,   assigns  and  transfers  unto   ______________________________________,
Warrants to purchase  __________________ shares of Common Stock, par value $0.01
per share,  of Rush  Financial  Technologies,  Inc.,  evidenced  by the attached
Warrant  Certificate,   and  does  hereby  irrevocably  constitute  and  appoint
_______________________________,   Attorney  to  transfer   the  said   Warrants
evidenced by the attached Warrant Certificate on the books of the Company,  with
full power of substitution.



Dated: ____________________, 20_____.




                                       _________________________________________
                                       Owner









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