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                                                                     Exhibit 4.2


                        FORM OF SUBSCRIPTION CERTIFICATE

        THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
              THE COMPANY'S PROSPECTUS DATED __________, 2003 (THE
             "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
            COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
       AMERICAN STOCK TRANSFER & TRUST COMPANY AS THE SUBSCRIPTION AGENT.

STOCKHOLDER NAME AND ADDRESS:___________________________________________________

                             ___________________________________________________

                             ___________________________________________________


CERTIFICATE NO.: _____________

                       CERTIFICATE FOR ____________ RIGHTS

                              SMARTDISK CORPORATION
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                            SUBSCRIPTION CERTIFICATE

       EVIDENCING _______ NON-TRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE
                A COMPARABLE NUMBER OF SHARES OF THE COMMON STOCK
                            OF SMARTDISK CORPORATION

                      SUBSCRIPTION PRICE: $0.32 PER SHARE

                VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE
                         (AS DEFINED IN THE PROSPECTUS)

REGISTERED OWNER:

      THIS CERTIFIES THAT the registered owner whose name is inscribed herein is
the owner of the number of Subscription Rights set forth above, each of which
entitles the owner to subscribe for and purchase one share of the Common Stock,
par value $.001 per share (the "Common Stock"), of SmartDisk Corporation, a
Delaware corporation (the "Company"), on the terms and subject to the conditions
set forth in the Company's Prospectus dated ________ __, 2003, and instructions
relating thereto on the reverse side hereof. The non-transferable Subscription
Rights represented by this Subscription Certificate may be exercised by duly
completing Section 1 on the reverse side hereof. Special issuance or delivery
instructions may be specified by completing Section 2 on the reverse side
hereof.

      THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT
TRANSFERABLE. SUCH SUBSCRIPTION RIGHTS MAY NOT BE EXERCISED UNLESS THE REVERSE
SIDE HEREOF IS COMPLETED AND SIGNED.

Dated: ________, 2003

______________________________________       ___________________________________
Michael S. Battaglia                         Peter J. Quinn
President and Chief Executive Officer        Chief Financial Officer


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                      SECTION 1 - EXERCISE AND SUBSCRIPTION

The undersigned irrevocably exercises Subscription Rights to subscribe for
shares of the Company's Common Stock, as indicated below, on the terms and
subject to the conditions specified in the Company's Prospectus dated __________
__, 2003, relating to the offering of such Subscription Rights, receipt of which
is hereby acknowledged.

      (a)   Number of shares of the Company's Common Stock subscribed for
            pursuant to the Basic Subscription Privilege: ______________________

      (b)   Number of shares of the Company's Common Stock subscribed for
            pursuant to the Over-Subscription Privilege: ______________________

YOU MAY NOT EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE UNLESS YOUR BASIC
SUBSCRIPTION PRIVILEGE HAS BEEN EXERCISED IN FULL.

      (c)   Total Subscription Price (total number of shares subscribed for
            pursuant to both the Basic Subscription Privilege plus the
            Over-Subscription Privilege multiplied by the Subscription Price of
            $0.32 per share): $___________________.

METHOD OF PAYMENT (CHECK ONE)

|_|   Uncertified personal check, payable to American Stock Transfer & Trust
      Company, as Subscription Agent for SmartDisk Corporation. PLEASE NOTE THAT
      FUNDS PAID BY UNCERTIFIED PERSONAL CHECK MAY TAKE AT LEAST FIVE BUSINESS
      DAYS TO CLEAR. ACCORDINGLY, SUBSCRIPTION RIGHTS HOLDERS WHO WISH TO PAY
      THE PURCHASE PRICE BY MEANS OF AN UNCERTIFIED PERSONAL CHECK ARE URGED TO
      MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT
      SUCH PAYMENT IS RECEIVED AND CLEARS BY THE EXPIRATION DATE, AND ARE URGED
      TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED OR BANK CHECK, MONEY ORDER, OR
      WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.

|_|   Certified check or bank check drawn on a U.S. bank or money order, payable
      to American Stock Transfer & Trust Company, as Subscription Agent for
      SmartDisk Corporation.

|_|   Wire transfer directed to the account maintained by American Stock
      Transfer & Trust Company at

                      J P Morgan Chase
                      55 Water Street
                      New York, New York 10005
                      ABA# 021-000021
                      Credit Account # 323-053807
                      Account Name:    American Stock Transfer & Trust Company

|_|   Delivery of a certificate representing that number of shares of the
      Company's Series A Redeemable Convertible Preferred Stock, valued at $1.00
      per share, sufficient to satisfy the subscription price for the rights
      exercised.

If the amount enclosed or transmitted is not sufficient to pay the purchase
price for all shares of Common Stock that are stated to be subscribed for, or if
the number of shares of Common Stock being subscribed for is not specified, the
number of shares of Common Stock subscribed for will be assumed to be the
maximum number that could be subscribed for upon payment of such amount. If the
amount enclosed or transmitted exceeds the purchase price for all shares of
Common Stock that the undersigned has the right to subscribe for under the Basic
Subscription Privilege plus the Over-Subscription Privilege (such excess amount,
the "Subscription Excess"), the Subscription Agent shall return the Subscription
Excess to the subscriber without interest or deduction.

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           SECTION 2 -- SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR
                          SUBSCRIPTION RIGHTS HOLDERS:

To be completed ONLY if the certificate representing the Common Stock is to be
issued in a name other than that of the registered holder or is to be sent to an
address other than that shown above. (See the Instructions included with this
Rights Certificate.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S)
SECTION BELOW.

Please issue the certificate representing the Common Stock in the following name
and/or deliver to the following address:

Name:____________________________     Soc. Sec. #/Tax ID #:_____________________


Address: _______________________________________________________________________

         _______________________________________________________________________


                  ACKNOWLEDGMENT -- THE SUBSCRIPTION ORDER FORM
                       IS NOT VALID UNLESS YOU SIGN BELOW

I/We acknowledge receipt of the Prospectus and understand that after delivery of
this Subscription Certificate to the Company's Subscription Agent, I/we may not
modify or revoke this Subscription Certificate. Under penalties of perjury, I/we
certify that the information contained herein, including the social security
number or taxpayer identification number given above, is correct. If the Special
Issuance or Delivery Instructions for Subscription Rights Holders are completed,
I/we certify that although the certificate representing the Common Stock is to
be issued in a name other than the registered holder, beneficial ownership of
the Common Stock will not change.

The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.

Subscriber's Signature(s):______________________________   Date:________________


                          ______________________________   Date:________________


If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). (See the Instructions included with this Rights Certificate.)

Name:_______________________      Capacity:_____________________________________


Address:___________________________________   Phone:____________________________

___________________________________________   Soc. Sec. # or Tax ID #:__________


                            GUARANTEE OF SIGNATURE(S)

All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution,
as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
(See the Instructions.)

Signature Guaranteed by: _________________________________________________
                              Eligible Institution