<PAGE>
                                                                    EXHIBIT 4.12

THE  SECURITIES  REPRESENTED HEREBY ANI) THE SECURITIES WHICH MAY BE ISSUED UPON
EXERCISE  HEREOF  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED OR ANY STATE SECURITIES OR BLUE SKY LAWS. NO SALE OR DISTRIBUTION HEREOF
OR  THEREOF  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO  OR  AN  OPINION  OF  COUNSEL  IN  A FORM REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED.


Warrant  No.  WCS-4                              Date  of Issuance: May 14, 2001

                               HOME DIRECTOR, INC.

                          Common Stock Purchase Warrant

     This  Common  Stock  Purchase  Warrant  (the  "WARRANT"), is issued by Home
Director,  Inc.  a Delaware corporation (the "COMPANY"), to Joseph J. Paris (the
"REGISTERED  HOLDER"),  pursuant  to  an  Employment  Agreement (the "EMPLOYMENT
AGREEMENT")  entered  into by and between the Company's wholly-owned subsidiary,
Digital  Interiors,  Inc.,  and the Registered Holder of even date herewith. The
Registered  Holder,  is  entitled, subject to the terms and conditions set forth
below,  to  purchase  from  the  Company, at any time after the respective dates
referred  to in Section 1.1 hereof and on or before the relevant Expiration Date
(as  defined in Section 5 hereof), upon surrender of this Warrant, up to 400,000
shares  (subject  to  adjustment  as  described  herein) of the Company's common
stock,  par  value  $.001  per  share ("COMMON STOCK"), at an exercise price per
share  equal  to  $0.25. The shares of Common Stock purchasable upon exercise of
this  Warrant and the exercise price per share may be adjusted from time to time
pursuant  to  the  provisions of this Warrant and are hereinafter referred to as
the  "WARRANT  STOCK"  and  the  "PURCHASE  PRICE,"  respectively.

1.     Exercise.
       --------

1.1     Exercisability.  Subject  to Sections 2 and 5 hereof, this Warrant shall
be  exercisable  according  to  the  following  schedule:

(a)     Twenty-five  percent  (25%)  of  the Warrant, covering 100,000 shares of
Warrant  Stock,  shall be exercisable immediately upon the Date of Issuance; and

(b)     Six  and  one  quarter  percent  (6.25%) of the Warrant, covering 25,000
shares of Warrant Stock, shall become exercisable on each successive three-month
anniversary  date   thereafter  provided,  however,  that  the  Warrants   shall
become  immediately  exercisable  if the Company consummates (A) a consolidation
with  or  into  another entity in a transaction in which the stockholders of the
Company  immediately  prior  to such consolidation or merger own less than fifty
(50%)  percent  of the combined voting power of the outstanding securities after
such  transaction,  (B) a transaction or series of related transactions in which
<PAGE>

capital  stock  representing  in  excess of fifty (50%) percent of the Company's
voting power is transferred to any single entity or group of related entities or
(C)  a  change  of control of the Company as defined in the Employment Agreement
("CHANGE  OF  CONTROL").

1.2     Manner  of  Exercise.  To  the  extent  (and  only  to  the extent) then
exercisable, this Warrant may be exercised by the Registered Holder, in whole or
in  part,  by  surrendering  this   Warrant, with  the  purchase  form  appended
hereto  as  EXHIBIT  A  duly  executed  by  such  Registered  Holder  or by such
Registered  Holder's  duly  authorized  attorney, at the principal office of the
Company,  or  at  such  other  office  or  agency  as the Company may designate,
accompanied  by  payment in full of the Purchase price payable in respect of the
number  of  shares  of  Warrant Stock purchased upon such exercise. The Purchase
Price  may  be paid only by United States certified or bank check payable to the
order  of  the  Company  or  wire  transfer  of  immediately  available  funds.

1.3     Net  Exercise.  In  lieu  of  exercising this Warrant in accordance with
Section  1.2  hereof, the Registered Holder may elect to receive, at any time on
or  before the Expiration Date, without the payment of such Registered Holder of
any additional consideration, shares of Warrant Stock equal to the value of this
Warrant  or  any  portion  hereof  exercised,  as   determined  below,  by   the
surrender  of  this  Warrant  to  the  Company (with the notice of exercise form
attached  hereto  as  EXHIBIT  A  duly executed), at the principal office of the
Company.  Thereupon,  the Company shall within thirty (30) days after request by
the  Registered Holder issue to such Registered Holder such number of fully paid
and  nonassessable  shares  of  Warrant Stock as is computed using the following
formula:

     X     =     Y(A-B)
                 ------
                         A

     Where  X     =     the  number  of  shares of Warrant Stock to be issued to
such  Registered  Holder  pursuant  to  this  Section  1.3.

Y     the  number  of shares of Warrant Stock covered by this Warrant in respect
of  which  the  election  is  made  pursuant  to  this  Section  1.3.

A     =     the  Market  Price  of  one  share  of  Common Stock at the time the
election  is  made  pursuant  to  this  Section  1.3.

B     =     the  Purchase  Price  in  effect  under this Warrant at the time the
election  is made pursuant to this Section 1.3. (as adjusted to the date of such
election).

          For purposes hereof, the term "MARKET PRICE" shall mean the average of
the  daily  closing  prices  per  share  of  the  Common  Stock for the ten (10)
consecutive  trading days immediately preceding the day as of which Market Price
is being determined. The closing price for each day shall be the last sale price
regular way or, in case no such sale takes place on such day, the average of the
closing  bid  and asked prices regular way, in either case on the New York Stock
Exchange,  or,  if  shares  of  the  Common  Stock are not listed or admitted to
trading  on  the  New  York Stock Exchange, on the principal national securities
exchange on which the shares are listed or admitted to trading, or if the shares
are  not  so  listed  or admitted to trading, the average of the closing bid and
asked  prices  as quoted on NASDAQ. If shares of the Common Stock are not listed
or  admitted  to  trading  on any exchange or quoted on NASDAQ, the Market Price

                                        2
<PAGE>
shall  be  deemed  to  be the "Fair Market Value," as determined by the Board of
Directors  of  the  Company  within  its  sole  discretion.

1.4     Effective  Time  of  Exercise.  Each  exercise  of this Warrant shall be
deemed  to  have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided
above.  At  such  time,  the  person  or persons  in  whose  name  or  names any
certificate(s)  for  Warrant  Stock  shall  be  issuable  upon  such exercise as
provided  in  Section  1.5  below  shall  be deemed to have become the holder or
holders  of  record  of  the  Warrant  Stock  presented  by  such  certificates.

1.5     Delivery  to  Holder.  As soon as practicable after the exercise of this
Warrant  in whole or in part, the Company at its expense will cause to be issued
in the name of, and delivered to, the Registered Holder, or as such Holder (upon
payment  by  such  Holder  of  any  applicable  transfer taxes) may direct:

(a)     a  certificate or certificates for the number of shares of Warrant Stock
to  which  such  Registered  Holder  shall  be  entitled;  and

(b)     in  case  such  exercise  is in part only, a new warrant (dated the date
hereof)  of  like  tenor  for  the  remaining  Warrant  Stock  not so purchased.

2.     Adjustments.
       -----------
2.1     Stock  Splits  and  Dividends. If the outstanding shares of Common Stock
shall  be  subdivided  into  a  greater number of shares or a dividend in Common
Stock  shall  be  paid  in respect of Common Stock, the Purchase Price in effect
immediately  prior  to  such  subdivision or at the record date of such dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after  the  record  date  of  such  dividend  be  proportionately  reduced.  If
outstanding  shares  of  Common Stock shall be combined into a smaller number of
shares,  the  Purchase  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the
Purchase  Price,  the  number  of  shares  of  arrant Stock purchasable upon the
exercise  of this Warrant shall be changed to the number determined dividing (a)
an  amount  equal  to  the  number  of shares issuable upon the exercise of this
Warrant  immediately  prior to such adjustment, multiplied by the Purchase Price
in  effect  immediately  prior  to Such adjustment, by (b) the Purchase Price in
effect  immediately  after  such  adjustment.

2.2     Reclassification,  Etc.  In  case  there  occurs any reclassification or
change of the Outstanding securities of the Company or any reorganization of the
Company  (or  any  other  corporation  the  stock or  securities of which are at
the  time receivable upon the exercise of this Warrant) or any similar corporate
reorganization,  including  a  consolidation or a merger in which the Company is
not  the  surviving  corporation,  on or after the date hereof, then and in each
such  case the Registered Holder, upon the exercise hereof at any time after the
consummation  of  such  reclassification,  change  or  reorganization,  shall be
entitled  to  receive,  in  lieu  of  the stock or other securities and property
receivable  upon  the  exercise  hereof prior to such consummation, the stock or
other  securities or property to which such Holder would have been entitled upon
such  consummation  if  such Holder had exercised this Warrant immediately prior
thereto,  all  subject  to further adjustment pursuant to the provisions of this
Section  2.  Notwithstanding  anything  contained to the contrary herein, in the

                                        3
<PAGE>
event  of  a  merger  or  consolidation  in  which  the Company shall not be the
surviving  corporation,  if the other party to such transaction shall request in
writing,  the  Warrant  shall  become fully and immediately exercisable, but the
Warrant shall expire on the effective date of such transaction to the extent not
exercised  prior  to  such  date.

2.3     Dividends  and Other Distributions. In the event the Company at any time
or from time to time after the date hereof makes, or fixes a record date for the
determination  of  holders  of  Common Stock  entitled to receive, a dividend or
other  distribution payable in securities of the Company (other than in which an
adjustment  is  made  pursuant  to  Section  2.1  hereof)  or in other assets or
property  of  the  Company  (collectively,  a "DIVIDEND"), then and in each such
event provisions shall be made so that the Registered Holder shall receive, with
respect  to any Warrant Stock not exercisable at the time of such Dividend only,
upon  exercise  of  such  Stock  and  in addition to the number of Common Shares
receivable  upon  exercise  of  such  Stock,  the  Dividend  which he would have
received  had  such  Warrant  Stock  been  exercised  by the record date of such
Dividend,  subject to all other adjustments called for during the period between
the  record  date  for such Dividend and the date of exercise date of such Stock
under  this  Section  2  with  respect  to  the rights of the Registered Holder;
provided, however, that the Registered Holder shall forfeit his right to receive
such  Dividend  if he fails, within 90 days of becoming exercisable, to exercise
that  portion  of  this  Warrant  with respect to which the Company has reserved
Dividends  as  provided  above.

2.4     Adjustment  Certificate.  When  any adjustment is required to be made in
the  Warrant Stock or the Purchase Price pursuant to this Section 2, the Company
shall  promptly  mail to the Registered Holder a certificate setting forth (a) a
brief  statement  of the facts requiring such adjustment, (b) the Purchase Price
after  such  adjustment and (c) the kind and amount of stock or other securities
or  property into which this Warrant shall be exercisable after such adjustment.

3.     Transfers.
       ---------

3.1     Unregistered  Security.  Each  Holder  of this Warrant acknowledges that
this Warrant and the Warrant Stock have not been registered under the Securities
Act  of  1933, as  amended (the "SECURITIES  ACT"), and  each  Holder agrees not
to  sell,  pledge,  distribute, offer for sale, transfer or otherwise dispose of
this  Warrant or any Warrant Stock issued upon its exercise in the absence of(a)
an  effective registration statement under the Securities Act as to this Warrant
or  such Warrant Stock and registration or qualification of this Warrant or such
Warrant  Stock  under  any  applicable  Federal  or state securities law then in
effect,  or  (b)  an opinion of counsel, reasonably satisfactory to the Company,
that  such  registration and qualification are not required. Each certificate or
other  instrument  for  Warrant  Stock  issued upon the exercise of this Warrant
shall  bear  a  legend  substantially  to  the  foregoing  effect.

3.2     Transferability.  Subject  to  the  provisions of Section 3.1 hereof and
except  as  provided  below,  this  Warrant  and   all  rights   hereunder   are
transferable, in whole or in part, upon Surrender of the Warrant with a properly
executed  assignment  at  the  principal  office  of  the  Company  and  in full
compliance  with  all  applicable  provisions  of  the  Securities  Act  and  of
applicable  state  securities  laws. Notwithstanding the foregoing, this Warrant

                                        4
<PAGE>
may  not  be  sold,  assigned,  pledged  or  otherwise  transferred  (any of the
foregoing being referred to as a "TRANSFER") to any person or entity, other than
an affiliate of the Registered Holder. The Warrant Stock shall be subject to the
restrictions set forth in the Home Director, Inc. Stockholders' Agreement, to be
entered  into  by  and  between  the  Company and Registered Holder prior to the
exercise  of  the  Warrant. A copy of the Stockholders' Agreement is attached as
EXHIBIT  B  hereto.

3.3     Warrant  Register.  The  Company will maintain a register containing the
names  and  addresses  of  the  Registered  Holders  of  this Warrant. Until any
transfer  of this Warrant is made in the warrant register, the Company may treat
the  Registered  Holder  of  this  Warrant  as the absolute owner hereof for all
purposes; provided, however, that if this Warrant is properly assigned in blank,
the  Company  may (but  shall  not  be  required to) treat  the bearer hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.  Any  Registered Holder may change such Registered Holder's address as
shown  on  the warrant register by written notice to the Company requesting such
change.

4.     No  Impairment.  The  Company  will  not,  by amendment of its charter or
through  reorganization,  consolidation,  merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of   any  of  the terms  of  this  Warrant, but will at  all times in good faith
assist  in  the  carrying  out  of  all such terms and in the taking of all such
action  as may be necessary or appropriate in order to protect the rights of the
holder  of  this  Warrant  against  impairment.

5.     Termination.  The  right  to  purchase Warrant Stock upon the exercise of
this  Warrant  shall  terminate,  to the extent then unexercised, upon the fifth
anniversary  of  the  date on which such Warrant Stock became exercisable, other
than  a  Change of Control which shall only be exercisable for 90 days following
the  date of notice of such change of control delivered to the Registered Holder
which  notice  shall  explicitly  state  that  the Warrant will terminate if not
exercised  within  ninety  (90) days of the date such notice is delivered to the
Registered  Holder (each Expiration Date shall hereinafter be referred to as the
"FINAL  EXPIRATION  DATE").

6.     Notices  of  Certain  Transactions.  In  case:
       ----------------------------------

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

(ii)     of  any  capital reorganization of the Company, any reclassification of
the  capital  stock  of the Company, any consolidation or merger of the Company,
any  consolidation  or  merger  of  the Company with or into another corporation
(other  than  a  consolidation  or  merger in which the Company is the surviving
entity),  any  transaction  or  series  of related transactions in which capital
stock representing in excess of 50% of the Company's voting power is transferred
to  any  single  or  related  entities  or  any transfer of all or substantially
all  of  the  assets  of  the  Company;

                                        5
<PAGE>
(iii)     of  a  Change  of  Control;  or

(iv)     of  the voluntary or involuntary dissolution, liquidation or winding-up
of  the  Company;

then,  and in each such case, the Company will mail or cause to be mailed to the
Registered  Holder  of this Warrant a notice specifying, as the case may be, (a)
the  date  on  which  a  record is to be taken for the purpose of such dividend,
distribution  or  right,  and stating the amount and character of such dividend,
distribution  or  right, or (b) the effective date on which such reorganization,
reclassification,  consolidation,  merger,  transfer,  dissolution, liquidation,
winding-up  or conversion is to take place, and the time, if any is to be fixed,
as  of  which  the  holders  of  record  of Common Stock (or such other stock or
securities  at  the time deliverable upon such reorganization, reclassification,
consolidation,  merger,  transfer,  dissolution,  liquidation,  winding-up  or
conversion)  are to be determined. Such notice shall be mailed at least ten (10)
business days prior to the record date or effective date for the event specified
in  such  notice.

7.     Reservation  of  Stock.  The  Company  will at all times reserve and keep
available,  solely  for  the  issuance  and  delivery  upon the exercise of this
Warrant,  such  shares  of  Warrant Stock as from time to time shall be issuable
upon  the  exercise  of  this  Warrant.

8.     Exchange  of Warrants. Upon the surrender by the Registered Holder of any
Warrant  or  Warrants, properly endorsed, to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 3 hereof,
issue  and  deliver  to  or  upon  the  order  of  such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder  or  as such Registered Holder (upon payment by such Registered Holder of
any  applicable transfer taxes) may direct, calling in the aggregate on the face
or  faces  thereof  for  the number of shares of Warrant Stock called for on the
face  or  faces  of  the  Warrant  or  Warrants  so  surrendered.

9.     Replacement of Warrants. Upon receipt of evidence reasonably satisfactory
to  the  Company   of  the  loss,  theft,  destruction  or  mutilation  of  this
Warrant  and  (in  the  case of loss, theft or destruction) upon delivery of any
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory  to  the Company, or (in the case of mutilation) upon surrender and
cancellation  of  this  Warrant,  the Company will issue, in lieu thereof, a new
Warrant  of  like  tenor.

10.     Investment  Representations.  The  Registered  Holder  represents to the
Company  that  this  Warrant  is  being acquired for the Registered Holder's own
account  and  for the purposes of investment and not with a view to, or for sale
in  connection with, the distribution thereof, nor with any present intention of
distributing  or selling the Warrant or the Warrant Stock. The Registered Holder
acknowledges  that  he  has  been  afforded  the  opportunity  to  meet with the
management  of  the  Company  and to ask questions of, and receive answers from,
such management about the business and affairs of the Company and concerning the
terms  and  conditions  of  this  Warrant,  and   to   obtain   any   additional
information,  to the extent that the Company possessed such information or could
acquire  it  without  unreasonable  effort  or  expense, necessary to verify the
accuracy of the information otherwise obtained by or furnished to the Registered
Holder.  The Registered Holder has received all information which the Registered
Holder  considered  necessary to form a decision concerning the purchase of this
Warrant, and no valid request to the Company by the Registered Holder hereof for
information  of  any  kind  about  the Company has been refused or denied by the
Company  or  remains  unfulfilled  as  of the date hereof. The Registered Holder

                                        6
<PAGE>
represents  that he is an "accredited investor" within the meaning of Regulation
D  promulgated under the Securities Act, is considered a sophisticated investor,
is  familiar  with  the risks inherent in speculative investments such as in the
Company, has such knowledge and experience in financial business matters that he
is  capable  of evaluating the merits and risk of the investment in this Warrant
and  the Warrant Stock, and is able to bear the economic risk of the investment.

11.     Representations  and  Warranties  of  the  Company.  The  Company hereby
represents  and  warrants  to  the  Registered  Holder  as  follows:

11.1     Authorization  of Warrant Stock. The issuance, sale and delivery of the
shares  of Common Stock purchasable upon exercise of this Warrant have been duly
authorized  by  all requisite corporate action of the Company. When issued, sold
and  delivered  in  accordance with this Warrant, the Warrant Stock will be duly
and  validly  issued,  fully  paid  and  nonassessable.

11.2     Due  Organization  and  Qualification.  The  Company is duly organized,
validly  existing  and in good standing under the laws of the State of Delaware.
The  Company  has  all requisite corporate power and authority to own, lease and
operate  its  assets  and  property  and  to  carry on its business as presently
conducted.  The  Company  is  duly qualified to transact business and is in good
standing  in  each  jurisdiction  in  which  the  nature  of its business or the
location  of  its  property  requires such qualification, except those where the
failure  to  be  so  qualified  would  not have a material adverse effect on its
business,  operations,  assets or condition (financial or otherwise), taken as a
whole.

11.3     Power  and Authority. The Company has the requisite corporate power and
authority  to  execute  and  deliver this Warrant and to perform its obligations
hereunder.  The  execution,  delivery  and performance of this Warrant have been
duly  authorized  by  all necessary corporate action on the part of the Company.
This  Warrant  has  been  duly  executed and delivered by the Company and is the
valid  and binding obligations of the Company enforceable against the Company in
accordance  with  its  terms,  except  as  such enforceability may be limited by
applicable  bankruptcy,  moratorium, insolvency, reorganization or other similar
laws  now  or  hereafter  in  effect  relating to or affecting creditors' rights
generally  and  general equitable principles (whether considered in a proceeding
in  equity  or  at  law).

12.     Mailing  of  Notices.  Any notice required or permitted pursuant to this
Warrant  shall  be  in writing and shall be deemed sufficient upon receipt, when
delivered personally or sent by courier, overnight delivery service or confirmed
facsimile,  or  three  (3)  business  days  after being deposited in the regular
mail,  as  certified or registered mail (air mail if sent internationally), with
postage  prepaid, addressed (a) if to the Registered Holder, to Joseph J. Paris,
151  East  Main  Street, Los Gatos, CA 95030, or to such other address as he may
notify  the  Company  in  writing  and  (b)  if to the Company, to 1015 Aviation
Parkway, Suite 100, Morrisville, North Carolina 27560 Attention: Chief Financial
Officer,  or  to  such  other  address as it may notify the Registered Holder in
writing.

                                        7
<PAGE>
13.     Rights  and  Obligations  as  Stockholder.  Until  the  exercise of this
Warrant,  the  Registered  Holder of this Warrant shall not have or exercise any
rights  by  virtue  hereof  as  a  stockholder  of  the  Company.

14.     Fully  Paid  Shares;  Taxes.  The  Company agrees that the Warrant Stock
represented  by  each  and  every  certificate delivered on the exercise of this
Warrant in accordance with the terms hereof shall, at the time of such delivery,
be  validly  issued,  fully-paid  and   nonassessable,  free  and  clear  of all
liens,  pledges,  options,  claims  or  other  encumbrances. The Company further
covenants and agrees that it will pay, when due and payable, any and all federal
and  state  stamp,  original  issue  or  similar  taxes  (but  specifically, not
including  any income taxes) which may be payable in respect of the issue of any
Warrant  Stock  or  certificates  therefore.

15.     No  Fractional  Shares.  No  fractional  shares of Warrant Stock will be
issued  in  connection  with  any  exercise hereunder. In lieu of any fractional
shares  which  would  otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Warrant  Stock  received  on  the  date of exercise, as determined in good faith
by  the  Company's  Board  of  Directors.

16.     Amendment  or  Waiver. Any term of this Warrant may be amended or waived
only  in a written instrument executed by the Company and the Registered Holder.

17.     Headings.  The  headings  in  this Warrant are for purposes or reference
only  and  shall  not  limit or otherwise affect the meaning of any provision of
this  Warrant.

18.     Governing Law. This Warrant shall be governed, construed and interpreted
in  accordance  with  the  laws  of the State of Delaware, without giving effect
to  principles  of  conflicts  of  law.

     IN WITNESS WHEREOF, the undersigned has executed this Common Stock Purchase
Warrant  on  the  date  first  above  written.

                              COMPANY:

                              HOME  DIRECTOR  INC.



                              By:_______________________________________________
                                 Steven  L.  Carnevale
                                 Chief  Financial  Officer

                                        8
<PAGE>


                                    EXHIB1T A
To:     Home  Director,  Inc.
PURCHASE  FORM                                   Dated:_________________________
--------------


The  undersigned,  pursuant  to  the  provisions set forth in Section 1.2 of the
attached  Warrant  No.  WCS-___,  hereby irrevocably elects to purchase ________
shares  of  the  Common  Stock covered by such Warrant and herewith makes a cash
payment  of  $________,  representing the full purchase price for such shares at
the  price  per  share  provided  for  in  such  Warrant.


                                  Signature:____________________________________

                                  Name  (print):________________________________

                                  Title  (if  applicable):______________________




To:  Home  Director,  Inc.                                   Dated:_____________
NET  EXERCISE
-------------


The  undersigned,  pursuant  to  the  provisions set forth in Section 1.3 of the
attached  Warrant No. WCS-__ hereby irrevocably elects to surrender the right to
purchase  shares  of  the  Common  Stock  covered  by  such  Warrant.


                                  Signature:____________________________________

                                  Name  (print):________________________________

                                  Title  (if  applicable):______________________


                                        9
<PAGE>