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                                                                    EXHIBIT 4.30

         WARRANT  AGREEMENT  dated as of  April 3,  2000,  by and  between  HOME
DIRECTOR,  INC.,  a Delaware  corporation  (the  "Company"),  and SPENCER  TRASK
SECURITIES, INCORPORATED (the "Agent").

                               W I T N E S S E T H

         WHEREAS, the Company proposes to sell to the Agent and/or its designees
warrants  ("Warrants")  to  purchase  shares of Series B  Convertible  Preferred
Stock,  par value  $.00l per share,  of the  Company  ("Preferred  Stock") in an
amount equal to twenty percent (20%) of the number of shares of Preferred  Stock
contained in the Units (as defined in the Placement Agency Agreement (as defined
below)) sold by the Agent and

         WHEREAS,  the  Agent  has  agreed  pursuant  to  the  Placement  Agency
Agreement,  dated  April  10,  2000,  between  the Agent  and the  Company  (the
"Placement  Agency  Agreement") to act as the placement agent in connection with
the Company's  proposed  private  placement of up to 200 (subject to increase to
240 or such greater  amount as the Company and the Placement  Agent agree) Units
(the "Offering"); and

         WHEREAS,  the Warrants to be sold  pursuant to this  Agreement  will be
issued on one or more  Closing  Dates (as such term is defined in the  Placement
Agency Agreement) by the Company to the Agent in consideration  for, and as part
of the  Agent's  compensation  in  connection  with,  the  Agent  acting  as the
placement agent pursuant to the Placement Agency Agreement;

         NOW,  THEREFORE,  in consideration of the premises,  the payment by the
Agent to the Company of ONE DOLLAR,  the  agreements  herein set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  GRANT.  The  Holders  (as  defined  below) are hereby  granted  the right to
purchase,  at any time from the date hereof until 5:30 p.m.,  New York time,  on
the earlier of (a) the tenth anniversary of the Final Closing (as defined in the
Placement Agency Agreement) and (b) the third anniversary of the closing date of
the initial public offering of the Company's  Common Stock occurring within such
ten-year period (the "Warrant  Exercise  Term"), a number of shares of Preferred
Stock equal to twenty  percent (20%) of the number of shares of Preferred  Stock
contained  in the Units  sold in the  Offering  at the  initial  exercise  price
(subject  to  adjustment  as provided in Section 8 hereof) of $1.00 per share of
Preferred Stock, subject to the terms and conditions of this Agreement.

         2.  WARRANT  CERTIFICATES.   The  Warrant  certificates  (the  "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in EXHIBIT A, attached  hereto and made a part hereof with
such appropriate insertions,  omissions,  substitutions, and other variations as
required or permitted by this Agreement.

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         3. EXERCISE WARRANT.

         3.1 METHOD OF EXERCISE.  The Warrants are initially  exerciseable at an
initial  exercise  price (subject to adjustment as provided in Section 8 hereof)
per share of Preferred  Stock set forth in Section 5 hereof payable by certified
or official bank check in New York Clearing  House funds,  subject to adjustment
as provided in Section 8 hereof.  Upon surrender of a Warrant  Certificate  with
the annexed Form of Election to Purchase duly executed, together with payment of
the Exercise Price (as  hereinafter  defined) for the shares of Preferred  Stock
issuable upon  exercise of the Warrants (the `Warrant  Shares") at the Company's
principal offices,  currently at 991 Aviation Parkway,  Suite 800,  Morrisville,
North Carolina 27560, the registered holder of a Warrant  Certificate  ("Holder"
or "Holders") shall be entitled to receive a certificate or certificates for the
shares of Preferred Stock so purchased.  The purchase rights represented by each
Warrant  Certificate are  exerciseable  at the option of the Holder thereof;  in
whole  or in part  (but  not as to  fractional  shares  of the  Preferred  Stock
underlying the  Warrants).  Warrants may be exercised to purchase all or part of
the shares of Preferred Stock  represented  thereby.  In the case of purchase of
less than all the  shares  of  Preferred  Stock  purchasable  under any  Warrant
Certificate,  the  Company  shall  cancel  said  Warrant  Certificate  upon  the
surrender  thereof and shall  execute and deliver a new Warrant  Certificate  of
like tenor for the balance of the shares of Preferred Stock.

         3.2  EXERCISE BY  SURRENDER  OF  Warrant.  In addition to the method of
payment  set  forth  in  Section  3.1 and in lieu of any cash  payment  required
thereunder,  the  Holder(s) of the Warrant  shall have the right at any time and
from time to time, provided that the Preferred Stock and/or the Company's Common
Stock,  par value S.00l per share  ("Common  Stock"),  underlying  the Preferred
Stock  (collectively  the N Stock") is registered under the Securities  Exchange
Act of 1934 (the "Exchange Act"), to exercise the Warrants in full or in part by
surrendering  the Warrant  Certificate in the manner specified in Section 3.1 in
exchange for the number of shares of Preferred Stock equal to the product of (x)
the number of shares as to which the Warrants are being exercised  multiplied by
(y) a  fraction,  the  numerator  of which is the  Market  Price (as  defined in
Section  8.1  (vi)  hereof)  of the  Stock  less  the  Exercise  Price  and  the
denominator of which is such Market Price

         Solely for the  purposes of this  Section  3.2,  Market  Price shall be
calculated  either  (i) on the date on which the  annexed  Form of  Election  is
deemed to have been sent to the Company  pursuant to Section 13 hereof  ("Notice
Date")  or (ii) as the  average  of the  Market  Price  for each of the five (5)
trading days preceding the Notice Date, whichever of (i) or (ii) is greater.

         4.  ISSUANCE  OF  CERTIFICATES.  Upon  the  exercise  of the  Warrants,
certificates  for shares of Preferred Stock or other  securities,  properties or
rights  underlying  such Warrants,  shall be issued  forthwith (and in any event
such  issuance  shall be made within five business  days) without  charge to the
Holder thereof including,  without  limitation,  any tax which may be payable in
respect of the issuance  thereof,  and such  certificates  shall (subject to the
provisions  of  Section 5 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 to 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  people
requesting  the  issuance  thereof  shall have paid to

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the  Company  the  amount  of  such  tax  or it  shall  be  established  to  the
satisfaction of the Company that such tax has been paid.

         The Warrant  Certificates and the certificates  representing the shares
of Preferred  Stock (and/or other  securities,  property or rights issuable upon
exercise  of the  Warrants)  shall be  executed  on behalf of the Company by the
manual or facsimile  signature of the then present  Chairman or Vice Chairman of
the Board of Directors or President or Vice  President of the Company  under its
corporate  seal  reproduced  thereon,  attested  to by the  manual or  facsimile
signature of the then present  Secretary or Assistant  Secretary of the Company.
Warrant  Certificates  shall be dated the date of  execution by the Company upon
initial issuance, division, exchange, substitution or transfer.

         5. EXERCISE PRICE.

         5.1 INITIAL AND ADJUSTED EXERCISE PRICE.  Except as otherwise  provided
in Section 8 hereof the Warrants  shall be  exerciseable  to purchase  Preferred
Stock at a price of $1.00 per share.  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 8 hereof.

         5.2 EXERCISE  PRICE.  The term  "Exercise  Price" herein shall mean the
initial  exercise  price or the  adjusted  exercise  price,  depending  upon the
context.

         6. REGISTRATION RIGHT.

         6.1  REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933.  Neither  the
Warrants,  the  Warrant  Shares nor the shares of Common  Stock  underlying  the
Warrant Shares  (collectively,  the "Warrant  Securities")  have been registered
under the Securities  Act of 1933 (the "Act") for public  resale.  The Warrants,
and any  securities  issuable  upon  exercise  of the  Warrants  shall  bear the
following legends:

         The Securities represented by this certificate have not been registered
         under the Securities Act of 1933 (the "Act") and may not be offered, 50
         pledged or otherwise  transferred  except  pursuant to (i) an effective
         registration statement under the Act, or (ii) to the extent applicable,
         Rule 144 under the Act (or any similar  rule under the Act  relating to
         the  disposition  of  securities),  provided  that the  issuer  of this
         certificate   is  provided  with  an  opinion  of  counsel   reasonably
         satisfactory to the issuer,  that an exemption from registration  under
         such Act is available.

         The  transfer  or  exchange  of  the  securities  represented  by  this
         certificate  is  restricted in  accordance  with the warrant  agreement
         referred to herein.

         6.2 PIGGYBACK  REGISTRATION.  If, at any tine commencing after the date
hereof until the expiration of the Warrant  Exercise Term, the Company  proposes
to register any of its securities under the Act on a registration statement that
may be used  for the  registration  of the  Warrant  Securities  (other  than in
connection  with a merger,  pursuant to Form S8, 54 or  comparable  registration
statement,  in connection with a registration  requested pursuant to

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Section 6.3 hereof or in  connection  with an  exchange  offer or an offering of
securities solely to the Company's  existing  stockholders) it will give written
notice by  registered  mail,  at least  thirty (30)  business  days prior to the
filing  of each  such  registration  statement,  to the  Agent  and to all other
Holders of the Warrant  Securities  of its  intention  to do so. If the Agent or
other Holders of the Warrant  Securities  notify the Company  within twenty (20)
days after  receipt  of any such  notice of its or their  desire to include  any
Warrant Securities in such proposed  registration  statement,  the Company shall
afford the Agent and such Holders of the Warrant  Securities the  opportunity to
have any such Warrant Securities registered under such registration statement.

         Notwithstanding  the  provisions  of this  Section 6.2, (A) the Company
shall have the right any time after it shall have given written notice  pursuant
to this Section 6.2  (irrespective of whether a written request for inclusion of
any such  securities  shall have been made) to elect to  postpone or not to file
any such proposed registration  statement,  or to withdraw the same after filing
but  prior  to  the  effective  date  thereof  and  (  if  the   underwriter  or
underwriters,  if any,  of any such  proposed  public  offering  shall be of the
reasonable  opinion  that the  total  amount or kind of  securities  held by the
holders of Warrant  Securities and any other persons or entities  entitled to be
included  in such Public  Offering  would  adversely  affect the success of such
public  offering then the amount of securities to be offered for the accounts of
holders of Warrant  Securities shall be reduced pro rata to the extent necessary
to reduce the total amount of securities to be included in such public  offering
to the amount reasonably recommended by the underwriter or underwriters thereof,
whereupon the Company  shall only be obligated to register such limited  portion
(which may be none) of the Warrant  Securities with respect to which such holder
has provided  notice pursuant to this Section 6.2. in no event shall the Company
be required  pursuant to this Section 6.2 to reduce the amount of  securities to
be registered by it.

         6.3 DEMAND REGISTRATION.

         (a) So long as the Company shall have any of its securities  registered
under the Act or the Exchange Act, at any time commencing  after the date hereof
until  expiration  of the  Warrant  Exercise  Term,  the  Holders of the Warrant
Securities  representing a "Majority" (as  hereinafter  defined) of such Warrant
Securities (assuming the exercise of all of the then outstanding Warrants) shall
have the right  (which  right is in addition to the  registration  rights  under
Section 6.2 hereof),  exerciseable by written notice to the Company, to have the
Company  prepare  and file with the  Securities  and  Exchange  Commission  (the
"Commission"),  on two (2) occasions,  a  registration  statement and such other
documents,  including a  prospectus,  as may be necessary in the opinion of both
counsel for the Company and the counsel for the Agent and  Holders,  in order to
comply with the  provisions  of the Act, so as to permit a public  offering  and
sale of their respective  Warrant Securities for no less than one hundred twenty
(120) days by such Holder and any other  Holders of the Warrant  Securities  who
notify the Company within ten (10) days after receiving notice front the Company
of such request.

         (b) The  Company  covenants  and agrees to give  written  notice of any
registration  request  under  this  Section  6.3 by any Holder or Holders to all
other registered Holders of the Warrant Securities within fifteen (15) days from
the date of the  receipt of any such  registration  request;  PROVIDED  that the
Company  shall have the right to delay the  effectiveness  of such  registration
request (A) for such  reasonable  period of time until the  Company  receives or
prepares financial statements for the fiscal period most recently ended prior

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to such  written  request,  if  necessary  to avoid  the use of stale  financial
statements  or  (B) if  the  Company  would  be  required  to  divulge  in  such
registration statement the existence of any fact relating to a material business
situation,  transaction or negotiation not otherwise required to be disclosed or
if the Board of Directors of the Company shall  determine in good faith that the
registration to be effected would not be in the best interest of the Company, in
which case the Company shall have the right to delay such filing for a period of
no longer than one hundred (120) days.

         (c) All expenses (other than  underwriting  discounts and  commissions)
incurred in connection with  registration,  filing or qualification  pursuant to
the first  registration  request  made  pursuant to the  subsection  (a) of this
Section 6.3, including,  without limitation,  all registration,  listing, filing
and  qualification  fees,  printers  and  accounting  fees  and  the  fees  anti
disbursements  of counsel for the Holders shall be borne by the Company.  Upon a
second registration  request pursuant to subsection (a) of this Section 6.3, the
Holders  requesting  registration shall bear such costs on a pro-rata basis with
respect to the  Warrant  Securities  in  respect  of which  they are  requesting
registration.

         (d)  Notwithstanding  anything to the contrary contained herein, if the
Company shall not have filed a registration statement for the Warrant Securities
within the time  period  specified  in Section  6.4 (a) hereof  pursuant  to the
written notice  specified in Section 6.3 (a) of a Majority of the Holders of the
Warrants  and/or  Warrant  Securities,  the Company agrees that upon the written
notice of election of a Majority of the Holders of the Warrants  and/or  Warrant
Securities it shall repurchase (i) any and all Warrant  Securities at the higher
of the Market Price as defined in Section 8.1 (vi) per share of Stock on (x) the
date of the notice sent pursuant to Section 63 (a) or (y) the  expiration of the
one-hundred-twenty-day  (120-day)  period  specified in Section 6.4 (a) and (ii)
any and all  Warrants  at such  Market  Price  less the  exercise  price of such
Warrant. Such repurchase shall be in immediately available funds and shall close
within  two (2)  days  after  the  later  of (i) the  expiration  of the  period
specified  in Section  6.4 (a) or (ii) the  delivery  of the  written  notice of
election specified in this Section 6.3(d).

         6.4  COVENANTS  OF  THE  COMPANY  WITH  RESPECT  TO  REGISTRATION.   In
connection  with any  registration  under Sections 6.2 or 6.3 hereof the Company
covenants and agrees as follows:

         (a) The  Company  shall  use its best  efforts  to file a  registration
statement  as soon as  practicable  and shall use its best  efforts  to have any
registration  statement  declared  effective at the earliest  possible time, and
shall  furnish each Holder  desiring to sell Warrant  Securities  such number of
prospectuses as shall reasonably be requested.

         (b) Except as provided in Section  6.3(c) above,  the Company shall pay
all  costs   (excluding  fees  and  expenses  of  Holder(s)'   counsel  and  any
underwriting or selling commissions or other charges of any broker-dealer acting
on behalf of Holder(s)),  fees and expenses in connection with all  registration
statements  filed pursuant to Section 6.2 and 63 (a) hereof  including,  without
limitation, the Company's legal and accounting fees, printing expenses, blue sky
fees and  expenses.  The  Holders(s)  will pay all costs,  fees and  expenses in
connection with any registration statement filed pursuant to Section 6.3(c).

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         (c) The Company will take all necessary action which may be required in
qualifying or registering the Warrant  Securities  included in the  registration
statement  for offering and sale under the  securities  or blue sky laws of such
states as reasonably  are  requested by the Holder(s) in writing,  provided that
the Company shall not be obligated to qualify to do business in any jurisdiction
where it is not then so qualified or to take any action that would subject it to
general  service of process  where it is not so  subject  or would  subject  the
Company to any tax in any jurisdiction where it is not then so subject.

         (d) The Company shall indemnify the Holder(s) of the Warrant Securities
to be sold pursuant to any registration  statement and each person,  if any, who
controls  such  Holders  within the  meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense ox liability
(including  all  expenses  reasonably  incurred in  investigating,  preparing or
defending  against any claim whatsoever) to which any of them may become subject
to the same extent and with the same effect as the provisions  pursuant to which
the  Company has agreed to  indemnify  the Agent  contained  in Section 7 of the
Placement Agency Agreement.

         (e) The  Holder(s) of the Warrant  Securities  to be sold pursuant to a
registration statement,  and their successors and assigns, shall severally,  and
not jointly,  indemnify the Company, its officers and directors and each person,
if any, who controls the Company  within the meaning of Section 15 of the Act or
Section 20 (a) of the Exchange Act, against all loss,  claim,  damage or expense
or liability  (including  all  expenses  reasonably  incurred in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Act, the Exchange Act or otherwise,  arising from  information
furnished by or on behalf of such Holders,  or their successors or assigns,  for
specific inclusion in such a registration  statement to the same extent and with
the same effect as the provision  contained in Section 7 of the Placement Agency
Agreement pursuant to which the Agent has agreed to indemnify the Company.

         (f) 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.

         (g) The Company shall prepare and file with the SEC such amendments and
post-effective  amendments to the registration  statement as may be necessary to
keep the  Registration  effective  until all such Warrant  Securities  are sold;
cause the prospectus to be supplemented by any required  prospectus  supplement,
and as so  supplemented  to be filed  pursuant to Rule 424 under the  Securities
Act; and comply with the  provisions of the  Securities  Act with respect to the
disposition of all securities covered by such registration  statement during the
applicable  period  in  accordance  with  the  intended  method  or  methods  of
distribution by the sellers thereof as set forth in such registration  statement
or supplement to the prospectus.

         (h) The  Company  shall  furnish  to each  Holder  participating  in an
offering  including Warrant  Securities  pursuant to Sections 6.1 or 6.3 hereof,
and to each underwriter, if any, a signed counterpart,  addressed to such Holder
or underwriter, of (i) an opinion of counsel to the Company, dated the effective
date of such  registration  statement  (and,  if such  registration  includes an
underwritten public offering, an opinion dated the date of the

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closing under the  underwriting  agreement),  and (ii) a "cold  comfort"  letter
dated  the  effective  date  of  such  registration   statement  (and,  if  such
registration  includes an underwritten public offering,  a letter dated the date
of the  closing  under the  underwriting  agreement)  signed by the  independent
public  accountants  who  have  issued  a  report  on  the  Company's  financial
statements  included  in such  registration  statement,  in each  case  covering
substantially the same matters with respect to such registration  statement (and
the prospectus  included therein) and, in the case of such accountants'  letter,
with respect to events subsequent to the date of such financial  statements,  as
are  customarily  covered in opinions of  issuer's  counsel and in  accountants'
letters delivered to underwriters in underwritten public offerings of securities

         (i) The Company shall, as soon as practicable  after the effective date
of a  registration  statement  relating  to any Warrant  Securities  pursuant to
Section  6.2 or  6.3  hereof,  and  in any  event  within  fifteen  (15)  months
thereafter,  use its  reasonable  efforts to make  "generally  available  to its
security  holders"  (within  the  meaning of Rule 15S under the Act) an earnings
statement  (which need not be audited)  complying  with Section 11(a) of the Act
and covering a period of at least twelve (12) consecutive months beginning after
the effective date of the registration statement.

         (j) The Company shall deliver promptly to each Holder  participating in
an  offering  including  any Warrant  Securities  pursuant to Sections 61 or 6.3
hereof  who  so  requests  and  to  the  managing   underwriter  copies  of  all
correspondence  between the Commission and the Company,  its counsel or auditors
and all memoranda  relating to discussions with the Commission or its staff with
respect to the registration  statement,  and shall permit each underwriter to do
such investigation,  upon reasonable advance notice, with respect to information
contained in or omitted from the  registration  statement as it deems reasonably
necessary  to comply with  applicable  securities  laws or rules of the National
Association of Securities  Dealers,  Inc.  ("NASD").  Such  investigation  shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors,  all to such
reasonable  extent  and at  such  reasonable  times  and as  often  as any  such
underwriter  shall  reasonably  request  as it deems  necessary  to comply  with
applicable securities laws and NASD rules.

         (k) With respect to a registration  pursuant to Section 6.3 hereof, the
Company shall enter into an underwriting agreement with the managing underwriter
selected  for such  underwriting  by Holders  holding a Majority  of the Warrant
Securities  requested  to  be  included  in  such  underwriting.  Such  managing
underwriter(s)  shall be  satisfactory  to the  Company and each Holder and such
agreement  shall be  satisfactory  in form and  substance to the  Company,  each
Holder and such managing  underwriters,  and shall contain such representations,
warranties and covenants by the Company and such other terms as are  customarily
contained  in  agreements  of that type used by the  managing  underwriter.  The
Holders  shall  be  parties  to  any  underwriting   agreement  relating  to  an
underwritten sale of their Warrant Securities and may, at their option,  require
that any or all the representations, warranties arid covenants of the Company to
or for  the  benefit  of  such  underwriters  shall  also be made to and for the
benefit  of such  Holders.  Such  Holders  shall  not be  required  to make  any
representations  or  warranties  to  or  agreements  with  the  Company  or  the
underwriters  except as they may  relate  to such  Holders  and  their  intended
methods of distribution.

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         (l) Intentionally deleted.

         (m) For purposes of this Agreement, the term "Majority" in reference to
the  Holders of Warrants  or Warrant  Securities,  shall mean in excess of fifty
percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not
held by the Company, an affiliate  (excluding the Agent and any affiliate of the
Agent), officer, creditor,  employee or agent thereof or any of their respective
affiliates,   members  of  their  family,  persons  acting  as  nominees  or  in
conjunction  therewith or (ii) have not been resold to the public  pursuant to a
registration statement filed with the Commission under the Act.

         7. Intentionally deleted.

         8. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

         8.1  COMPUTATION  OF ADJUSTED  EXERCISE  PRICE.  Except as  hereinafter
provided,  in case the Company  shall at any time after the date hereof issue or
sell any  shares  of its Stock (as  defined  in  Section  8.5),  other  than the
issuance or sales referred to in Section 8.6 hereof including shares held in the
Company's treasury and shares of Stock issued `upon the exercise of any options,
rights or warrants,  to subscribe  for shares of Stock issued upon the direct or
indirect  conversion  or  exchange  of  securities  for  shares of Stock,  for a
consideration per share less than the Exercise Price in effect immediately prior
to the  issuance  or sale of such  shares or the  "Market  Price," as defined in
Section 8.1(vi),  hereof per share of Stock on the date immediately prior to the
issuance or sale of such shares, or without  consideration,  then forthwith upon
such issuance or sale,  the Exercise Price shall (until another such issuance or
sale) be reduced to the price (calculated to the nearest full cent) equal to the
quotient  derived by dividing  (A) an amount equal to the sum of (X) the product
of (a) the tower of (i) the Exercise Price in effect  immediately  prior to such
issuance  or sale and  (ii)  the  Market  Price  per  share of Stock on the date
immediately  prior to the  issuance  or sale of such  shares,  in either  event,
reduced, but not to a number which is below .001, by the positive difference, if
any,  between  the (u) Market  Price per share of Stock on the date  immediately
prior  to the  issuance  or sale  and (v)  the  amount  per  share  received  in
connection  with such  issuance or sale,  multiplied  by (b) the total number of
shares of Stock outstanding immediately prior to such issuance or sale, plus (Y)
the aggregate of the amount of all consideration, if any received by the Company
upon  such  issuance  or  sale,  by (B) the  total  number  of  shares  of Stock
outstanding immediately after such issuance or sale; provided,  however, that in
no event shall the Exercise Price be adjusted pursuant to this computation to an
amount in  excess of the  Exercise  Price in  effect  immediately  prior to such
computation, except in the case of a combination of outstanding shares of Stock,
as provided by Section 8.3 hereof.

         For the purposes of this Section 8 the term  Exercise  Price shall mean
the Exercise Price per share of Preferred Stock set forth in Section 5 hereof as
adjusted from time to time pursuant to the provisions of this Section 8.

         For  purposes of any  computation  to be made in  accordance  with this
Section 8.1, the following provisions shall be applicable:

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         (i)  In  case  of the  issuance  or  sale  of  shares  of  Stock  for a
consideration  part or all of  which  shall  be  cash,  the  amount  of the cash
consideration,  shall be deemed to be the amount of cash received by the Company
for such  shares  (or,  if  shares  of Stock  are  offered  by the  Company  for
subscription,  the subscription price, or, if either of such securities shall be
sold to  underwriters  or dealers  for public  offering  without a  subscription
price, the public offering price,  before  deducting  therefrom any compensation
paid or  discount  allowed  in the sale,  underwriting  or  purchase  thereof by
underwriters  or  dealers  or  other  persons  or  entities  performing  similar
services), or any expenses incurred in connection therewith and less any amounts
payable  to  security  holders  or any  affiliate  thereof,  including,  without
limitation, any employment agreement,  royalty,  consulting agreement,  covenant
not to compete,  earnout or  contingent  payment  right or similar  arrangement,
agreement or understanding,  whether oral or written;  all such amounts shall be
valued at the  aggregate  amount  payable  thereunder  whether such payments are
absolute or contingent and irrespective of the period or uncertainty of payment,
the rate of interest, if any, or the contingent nature thereof.

         (ii) In case of the issuance or sale  (otherwise  than as a dividend or
other  distribution  on any  stock of the  Company)  of  shares  of Stock  for a
consideration  part or all of which shall be other than cash,  the amount of the
consideration  therefor  other than cash shall be deemed to be the value of such
consideration  as  determined  in good  faith by the Board of  Directors  of the
Company.

         (iii) Shares of Stock issuable by way of dividend or other distribution
on any  capital  stock  of the  Company  shall be  deemed  to have  been  issued
immediately  after the opening of business on the day  following the record date
for the determination of stockholders entitled to receive such dividend or other
distribution and shall be deemed to have been issued without consideration.

         (iv) The  reclassification  of  securities  of the  Company  other than
shares of Stock into  securities  including  shares of Stock  shall be deemed to
involve the issuance of such shares of Stock for  consideration  other than cash
immediately  prior  to  the  close  of  business  on  the  date  fixed  for  the
determination of security holders entitled to receive such shares, and the value
of the  consideration  allocable to such shares of Stock shall be  determined as
provided in subsection (ii) of this Section 8.1.

         (v) The  number of shares  of Stock at any one time  outstanding  shall
include  the  aggregate  number  of  shares  issued  or  issuable   (subject  to
readjustment  upon  the  actual  issuance  thereof)  upon the  exercise  of then
outstanding  options,  rights,  warrants and upon the  conversion or exchange of
then outstanding convertible or exchangeable securities.

         (vi) As used  herein,  the phrase  "Market  Price" at any date shall be
deemed to be the last  reported  sale price,  or, in case no such  reported sale
takes place on such day,  the average of the last  reported  sale prices for the
last three (3)  trading  days,  in either  case as  officially  reported  by the
principal  securities  exchange  on which the Stock is  listed  or  admitted  to
trading,  or, if the Stock is not listed or admitted to trading on any  national
securities  exchange,  the average  closing bid price as  furnished  by the NASD
through  NASDAQ or similar  organization  if NASDAQ is no longer  reporting such
information, or if the Stock is not quoted on NASDAQ as determined in

                                       9
<PAGE>

good faith by resolution of the Board of Directors of the Company,  based on the
best information available to it.

         8.2  OPTIONS,   RIGHTS,   WARRANTS  AND  CONVERTIBLE  AND  EXCHANGEABLE
SECURITIES.

         In case the  Company  shall at any time  after  the date  hereof  issue
options,  rights or  warrants  to  subscribe  for shares of Stock,  or issue any
securities  convertible  into  or  exchangeable  for  shares  of  Stock,  for  a
consideration  per share  less than the  Exercise  Price in effect or the Market
Price  immediately  prior to the issuance of such options,  rights,  warrants or
such  convertible or  exchangeable  securities,  or without  consideration,  the
Exercise  Price in effect  immediately  prior to the  issuance of such  options,
rights, warrants or such convertible or exchangeable securities, as the case may
be, shall be reduced to a price determined by making a computation in accordance
with the provisions of Section 8.1 hereof, provided that:

         (a) The aggregate maximum number of shares of Stock, as the case maybe,
issuable under such options, rights or warrants shall be deemed to be issued and
outstanding  at the time such  options,  rights or warrants  were issued,  for a
consideration equal to the minimum purchase price per share provided for in such
options,  rights or warrants  at the time of  issuance,  plus the  consideration
(determined in the same manner as consideration received on the issue or sale of
shares in accordance  with the terms of the Warrants),  if any,  received by the
Company for such options, rights or warrants.

         (b) The  aggregate  maximum  number of shares  of Stock  issuable  upon
conversion or exchange of any  convertible or exchangeable  securities  shall be
deemed to be issued and outstanding at the time of issuance of such  securities,
and for a  consideration  equal  to the  consideration  (determined  in the same
manner  as  consideration  received  on the  issue or sale of shares of Stock in
accordance  with the terms of the  Warrants)  received  by the  Company for such
securities,  plus the minimum  consideration,  if any, receivable by the Company
upon the conversion or exchange thereof.

         (c) If any change  shall occur in the price per share  provided  for in
any of the options,  rights or warrants  referred to in  subsection  (a) of this
Section  8.2, or in the price per share at which the  securities  referred to in
subsection  (b) of  this  Section  8.2 are  convertible  or  exchangeable,  such
options,  rights or warrants or conversion or exchange  rights,  as the case may
be,  shall be deemed to have expired or  terminated  on the date when such price
change became  effective in respect to shares not thereto issued pursuant to the
exercise or  conversion  or exchange  thereof and the Company shall be deemed to
have issued upon such date new  options,  rights or warrants or  convertible  or
exchangeable  securities  at the new price in  respect  of the  number of shares
issuable upon the exercise of such options, rights or warrants or the conversion
or exchange of such convertible or exchangeable securities.

         8.3 SUBDIVISION AND COMBINATION.  In case the Company shall at any time
subdivide or combine the outstanding  shares of Stock,  the Exercise Price shall
forthwith be  proportionately  decreased in the case of subdivision or increased
in the case of combination.

         8.4  ADJUSTMENT IN NUMBER OF  SECURITIES.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  Section 8, the number of
securities  issuable  upon

                                       10
<PAGE>

the  exercise of each  Warrant  shall be adjusted to the nearest  full amount by
multiplying a number equal to the Exercise Price in effect  immediately prior to
such  adjustment by the number of Warrant  Securities  issuable upon exercise of
the Warrants  immediately  prior to such  adjustment and dividing the product so
obtained by the adjusted Exercise Price.

         8.5 DEFINITION OF STOCK.  For the purpose of this  Agreement,  the term
"Stock" shall mean (i) the class of stock designated as Common Stock or Series B
Preferred  Stock in the  Certificate  of  Designations  of the Company as may be
amended as of the date hereof,  or (ii) any other class of stock  resulting from
successive  changes  or  reclassifications  of such Stock  consisting  solely of
changes in par value, or from par value to no par value, or from no par value to
par value.  In the event that the  Company  shall  after the date  hereof  issue
securities  with  greater or  superior  voting  rights  than the shares of Stock
outstanding  as of the date hereof,  the Holders,  at their option,  may receive
upon  exercise of any Warrants  either  shares of Stock or a like number of such
securities with greater or superior voting rights.

         8.6  MERGER  OR  CONSOLIDATION.  In  case of any  consolidation  of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in any  reclassification  or change of the outstanding  Stock),  the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental  warrant  agreement  providing that the holder of each Warrant then
outstanding  or to be  outstanding  shall have the right  thereafter  (until the
expiration of such Warrant) to receive,  upon exercise of such warrant, the kind
and amount of shares of stock and other securities and property  receivable upon
such  consolidation  or merger,  by a holder of the number of shares of Stock of
the Company for which such warrant might have been exercised  immediately  prior
to such  consolidation,  merger,  sale or transfer.  Such  supplemental  warrant
agreement  shall  provide  for  adjustments  which  shall  be  identical  to the
adjustments  provided in Section 8. The above provision of this Subsection shall
similarly apply to successive consolidations or mergers.

         8.7 NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES.  No adjustment of
the Exercise Price shall be made:

         (a)  Upon  issuance  or sale of the  Warrants  or the  shares  of Stock
issuable upon the exercise of the Warrants.

         (b) Upon conversion of Preferred  Stock or other options,  warrants and
convertible  securities  outstanding as of the date hereof into shares of Common
Stock.

         (c) Upon  issuance of options,  and Common  Stock  granted  thereunder,
granted to employees of the Company issued under one or more stock options plans
that have an exercise  price equal to the fair market  value of the Common Stock
as determined in good faith by the Board of Directors.

         (d) Upon  issuance  of  shares  of  Common  Stock  as a  result  of the
antidilution rights attributable to the Series B Convertible Preferred Stock.

         (e) If the  amount  of said  adjustment  shall be less  than two  cents
($0.02) per security issuable upon exercise of the Warrants,  PROVIDED, HOWEVER,
that in such case

                                       11
<PAGE>

any adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time of and together  with the next  subsequent
adjustment which, together with any adjustment so carried forward,  shall amount
to at least  two  cents  ($.02)  per  security  issuable  upon  exercise  of the
Warrants.

         8.8  DIVIDENDS AND OTHER  DISTRIBUTIONS.  In the event that the Company
shall at any time  prior to the  exercise  of all  Warrants  declare a  dividend
(other  than a  dividend  consisting  solely of  shares  of Stock) or  otherwise
distribute  to its  stockholders  any assets,  properties,  rights,  evidence of
indebtedness,  securities  (other than shares of Stock),  whether  issued by the
Company  or by  another,  or any  other  thing  of  value,  the  Holders  of the
unexercised Warrants shall thereafter be entitled,  in addition to the shares of
Stock or other securities and property  receivable upon the exercise thereof, to
receive, upon the exercise of such Warrants, the same property,  assets, rights,
evidences  of  indebtedness,  securities  or any other  thing of value that they
would have been entitled to receive at the time of such dividend or distribution
as if the Warrants had been,  exercised  immediately  prior to such  dividend or
distribution.  At the time of any such  dividend  or  distribution,  the Company
shall  make  appropriate  reserves  to  ensure  the  timely  performance  of the
provisions of this Subsection 8.8.

         9.  EXCHANGE  AND  REPLACEMENT  OF WARRANT  CERTIFICATES.  Each Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the  principal  office of the  Company,  for a new Warrant
Certificate of like form, tenor and date representing in the aggregate the tight
to purchase  the same number of  securities  in such  denominations  as shall be
designated by the Holder thereof at the time of such surrender.

         Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of any 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  Certificate of like
form and tenor in lieu thereof.

         10.  ELIMINATION  OF  FRACTIONAL  INTERESTS.  The Company  shall not be
required to issue  certificates  representing  fractions  of shares of Preferred
Stock upon the  exercise  of the  Warrants,  nor shaft it be  required  to issue
script 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 to the nearest whole number or shares of Preferred Stock

         11.  RESERVATION  AND LISTING OF  SECURITIES.  The Company shall at all
times  reserve and keep  available  out of its  authorized  shares of  Preferred
Stock,  solely for the purpose of issuance  upon the  exercise of the  Warrants,
such number of shares of  Preferred  Stock or other  securities,  properties  or
rights as shall be issuable  upon the  exercise  thereof.  The Company  shall at
times reserve and keep available out of its  authorized  shares of Common Stock,
solely for the purpose of issuance upon the  conversion  of the Preferred  Stock
underlying  the  Warrants,  such  number  of  shares  of  Common  Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Warrants and payment
of the  Exercise  Price  therefor,  all  shares  of  Preferred  Stock  and other
securities  issuable upon such exercise shall be duly and validly issued,  fully
paid,   non-assessable   and  not  subject  to

                                       12
<PAGE>

the  preemptive  rights of any  stockholder.  As long as the  Warrants  shall be
outstanding  and the  Company  shall have a class of its  securities  registered
under the Act or the  Exchange  Act,  the Company  shall use its best efforts to
cause all shares of Stock  issuable  upon the  exercise  of the  Warrants  to be
listed  (subject to official  notice of issuance)  on all security  exchanges on
which the Preferred  Stock issued to the public in connection  herewith may then
be listed and/or quoted.

         12.  NOTICES TO WARRANT  HOLDERS.  Nothing  contained in this Agreement
shall be  constructed  as  conferring  upon the  Holders the right to vote or to
consent or to receive  notice to  stockholders  in  respect of any  meetings  of
stockholders for the election of directors or any other matter, or as having any
rights  whatsoever as a stockholder  of the Company.  If,  however,  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 shares of
Preferred  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  Preferred  Stock
any additional shares of capital stock of the Company or securities  convertible
into or exchangeable  for 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;

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  for the  dividend  or the  date of  closing  the  transfer  books  for the
determination  of the issuance of any convertible or exchangeable  securities or
subscription rights, options or warrants or for the determination of the persons
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 the issuance of any convertible
or exchangeable  securities or subscription rights,  options or warrants, or any
proposed dissolution, liquidation winding up or sale.

         13. 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 the 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 3 hereof or
to such other address as the Company may designate by notice to the Holders.

                                       13
<PAGE>

                           With a copy to:

                           Kirkpatrick & Lockhart, LLP
                           1251 Avenue of the Americas, 45 Floor
                           New York, New York 10020

                           Attn: Stephen R. Connoni

         (c) if to the Agent,  to the last known  address of the Agent set forth
in the  Placement  Agency  Agreement  or to such other  address as the Agent may
designate by notice to the Company and the Holders.

         14. SUPPLEMENTS AND AMENDMENTS. The Company and the Agent may from time
to time  supplement or amend this Agreement  without the approval of any holders
of Warrant  Certificates  (other than the Agent) in order to cure any ambiguity,
to co or  supplement  any provision  contained  herein which may be defective or
inconsistent  with any  provision  herein,  or to make any other  provisions  in
regard to matters or questions arising hereunder which the Company and the Agent
may deem  necessary or desirable  and which the Company and the Agent deem shall
not adversely affect the interests of the Holders of Warrant Certificates. Other
amendments to this  Agreement  may be made only with the written  consent of the
Holders of the Majority of the Warrant Securities.

         15.  SUCCESSORS.  All the  covenants and  provisions of this  Agreement
shall be binding upon and inure to the benefit of the  Company,  the Holders and
their respective successors and assigns hereunder.

         16.  TERMINATION.  This  Agreement  shall  terminate  at the  close  of
business on the seventh anniversary of the initia1 Closing.  Notwithstanding the
foregoing,  the  indemnification  provisions  of  Section 6 shall  survive  such
termination  until the close of  business on the tenth  anniversary  of the date
hereof.

         17. GOVERNING LAW: SUBMISSION TO JURISDICTION.  This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all  purposes  shall be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing conflicts of laws.

         The  Company,  the Agent and the Holders  hereby agree that any action,
proceeding  or claim  against it arising out of, or relating in any way to, this
Agreement  shall be brought and enforced in the courts of the Stave of New York,
and  irrevocably  submits  to such  jurisdiction,  which  jurisdiction  shall be
exclusive.  The Company,  the Agent and the Holders hereby irrevocably waive any
objection to such exclusive jurisdiction or inconvenient forum. Any such process
or summons to be served upon any of the  Company,  the Agent and the Holders (at
the option of the party bringing such action, proceeding or claim) may be served
by transmitting a copy thereof,  by registered or certified mail, return receipt
requested,  postage  prepaid,  addressed  to it at the  address  as set forth in
Section 13 hereof.  Such mailing shall be deemed  personal  service and shall be
legal and binding upon the party so served in any action,  proceeding  or claim.
The Company,  the Agent and the Holders agree that the prevailing  party(ies) in
any such  action or  proceeding  shall be  entitled  to  recover  from the other
party(ies) all of its/their

                                       14
<PAGE>

reasonable legal costs and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor.

         18.  ENTIRE  AGREEMENT  MODIFICATION.  This  Agreement  (including  the
Placement  Agency  Agreement  to the extent  portions  thereof  are  referred to
herein)  contains  the entire  understanding  between  the  parties  hereto with
respect to the subject  matter hereof and may not be modified or amended  except
by a  writing  duly  signed  by  the  party  against  whom  enforcement  of  the
modification or amendment is sought.

         19.  SEVERABILITY.  If any provision of this Agreement shall be held to
be invalid and  unenforceable,  such  invalidity or  unenforceability  shall not
affect any other provision of this Agreement.

         20.  CAPTIONS.  The caption  headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed, as a part of this Agreement and shall be given no substantive effect.
21. BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement shal1 be construed to
give to any person,  entity or corporation  other than the Company and the Agent
and any other  registered  Holders(s)  of the  Warrant  Certificates  or Warrant
Securities  any legal or equitable  right,  remedy or claim under this Agreement
and this  Agreement  shall be for the sole and exclusive  benefit of the Company
and the Agent and any other  Holder(s)  of the Warrant  Certificates  or Warrant
Securities.

         22.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts and each of such counterpart shall for all purposes be deemed to be
an original,  and such  counterparts  shall together  constitute but one and the
same instrument.




                                       15
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written.

[SEAL] HOME DIRECTOR, INC.


                               By:________________________________
                                    Mary B. Walker, President & CEO


Attest:


___________________________
Secretary


                                                     SPENCER TRASK SECURITIES,
                                  INCORPORATED


                                                     By:________________________
                                                          Authorized Officer



                                       16
<PAGE>



                               WARRANT CERTIFICATE

THE WARRANT  REPRESENTED BY THIS CERTIFICATE AND THE OTHER  SECURITIES  ISSUABLE
UPON.  EXERCISE  THEREOF HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS. AMENDED (THE "ACT"); AND MAY NOT BE OFFERED SOLD, PLEDGED OR OTHERWISE
TRANSFERRED  EXCEPT  PURSUANT TO (i) AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
THE, ACT, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR
RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), PROVIDED THAT THE
ISSUER OF THIS  CERTIFICATE  IS PROVIDED  WTTH AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO THE ISSUER,  THAT AN EXEMPTION FROM REGISTRATION  UNDER SUCH ACT
IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.


No.                                                          8,991,850 Warrants

                               WARRANT CERTIFICATE

         This Warrant  Certificate  certifies that SPENCER TRASK SECURITIES,  or
its  registered  assigns,  is the  registered  holder of  8,991,850  Warrants to
purchase  initially,  at any time after the date hereof until 5:30 p.m. New York
time on date  (the  "Expiration  Date")  that is the  earlier  of (a) the  tenth
anniversary of the Final Closing (as defined in the Placement  Agency  Agreement
between HOME DIRECTOR, INC., a Delaware corporation (the "Company"), and Spencer
Trask Securities,  Incorporated  ("Agent")) and (b) the third anniversary of the
closing  date of the initial  public  offering  of the  Company's  Common  Stock
occurring  within such ten-year period (the "Warrant Ex Term"),  up to 8,991,850
fully paid and  non-assessable  shares of Series B Convertible  Preferred Stock,
par value $0.001 per share ("Preferred  Stock") of the Company,  at the initial.
exercise price,  subject to adjustment in certain events (the "Exercise Price"),
of $1.00 upon surrender of this Warrant  Certificate and payment of the Exercise
Price at an office or agency of the  Company,  or by  surrender  of this Warrant
Certificate  in  lieu  of  cash  payment,  but  subject  to the  conditions  and
adjustments  set forth herein and in the Warrant  Agreement dated as of April 3,
2000 between the Company and the Agent (the "Warrant Agreement"). Payment of the
Exercise  Price shall be made by  certified  or official  bank check in New York
Clearing House funds payable to the order of the Company.

         No Warrant  may be  exercised  after 5:30 p.m.,  New York time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, shall thereafter be void.

         The Warrants  evidenced by this Warrant  Certificate are part of a duly
authorized  issue of' Warrants issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument  and to which  reference  is  hereby  made for a  description  of the
rights, limitations of rights, obligations,  duties and immunities

                                       17
<PAGE>

thereunder  of the  Company  and the holders  (the words  "holders"  or "holder"
meaning the registered holder or registered holders) of the Warrants.

         The Warrant  Agreement  provides-that,  upon the  occurrence of certain
events,  the Exercise Price and the type and/or number of the Company securities
issuable upon their exercise may, subject to certain conditions, be adjusted. In
such event, the Company will, at the request of the holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in. the Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way change,  alter or otherwise impair the rights of the holder
as set forth in the Warrant Agreement.

         Upon due  presentment  for  registration  of transfer  of this  Warrant
Certificate and the executed form of assignment  attached hereto at an office or
agency of the Company, a new Warrant Certificate or Warrant Certificates of like
form and tenor and  evidencing in the aggregate a like number of Warrants  shall
be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the  limitations  provided herein and in the Warrant  Agreement,  without any
charge  except for any tax or other  governmental  charge  imposed in connection
with such transfer.

         Upon the  exercise of less than all of the  Warrants  evidenced by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number unexercised Warrants.

         The Company may deem and treat the registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

         All terms used in this  Warrant  Certificate  which are  defined in the
Warrant  Agreement  shall-  have the  meanings  assigned  to them in the Warrant
Agreement.

         IN WITNESS WHEREOF,  the has caused this Warrant Certificate to be duly
executed under its corporate seal.

Dated as of April 3, 2000

                                                     HOME DIRECTOR, INC.



                                                     By_______________________
                                                       Mary E. Walker, President



                                       18
<PAGE>



             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented;  by this Warrant  Certificate,  to purchase  ____________ shares of
Preferred. Stock.

         In  accordance  with the terms of Section  3.2of the Warrant  Agreement
dated  as of May  11,  2000  between  HOME  DIRECTOR,  INC.  and  Spencer  Trask
Securities,  Incorporated,  the undersigned requests that a certificate for such
securities be registered in the name of ______________________  whose address is
______________________________   and  that  such  Certificate  be  delivered  to
_______________________whose address is
___________________________________.

Dated:                     , 2000

                  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)



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                              [FORM OF ASSIGNMENT]

                (TOT BE EXECUTED BY THE RE 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 the  within-named
Company, with full power of substitution.

Dated:                     , 2000

                    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)




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