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                                                               EXHIBIT 4.10



THE  SECURITIES  REPRESENTED  HEREBY AND 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,  OR  ANY  STATE  SECURITIES  OR  BLUE  SKY  LAWS.

                                              Date of Issuance: October 11, 2001

                               HOME DIRECTOR, INC.

                          Common Stock Purchase Warrant

     This  Common  Stock  Purchase  Warrant  is  issued by Home Director, Inc. a
Delaware  corporation (the "COMPANY"), to Mary Walker (the "REGISTERED HOLDER").
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
500,000  shares  (subject  to  adjustment  as described herein) of the Company's
common  stock,  par value $.00l per share ("COMMON STOCK"), at an exercise price
per  share  equal to $1.25. 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.  This  Warrant shall be exercisable, with respect to all
of  the  shares  of  Warrant  Stock,  according  to  the  following  schedule:

(a)     the  shares  shall  become  exercisable  on December 31, 2001; provided,
however,  that  the Warrants shall become immediately exercisable if the Company
consummates  (A)  a  Change of Control transaction or (B) an IPO before December
31,  2001.

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.

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1.3     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  1.4  below  shall  be deemed to have become the holder or
holders  of  record  of  the  Warrant  Stock  presented  by  such  certificates.

1.4     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 Warrant 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

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Section  2.  Notwithstanding  anything  contained to the contrary herein, in the
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     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
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, dated
March  2001,  by  and  between  the  Company  and  the  Registered  Holder.

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

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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, on January 1, 2008
(the  "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  (a  "CHANGE  OF  CONTROL");  or

(iii)     the  initial public offering of shares of the Common Stock pursuant to
a  registration statement filed under the Securities Act of 1933, as amended (an
"IPO");  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 Change of Control
or  IPO  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.

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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 the
Warrant,  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 of the
Warrant  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
represents  that he 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 it 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

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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 (airmail if sent internationally), with
postage  prepaid,  addressed  (a) if to the Registered Holder, to the address of
the  Registered Holder most recently furnished to the Company in writing and (b)
if  to  the Company, to 7132 Santa Teresa Boulevard, San Jose, California 95139,
Attention:  Chief  Executive  Officer, or to such other address as it may notify
the  Registered  Holder  in  writing.

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

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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 of 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.

                            HOME  DIRECTOR,  INC.


                            By:___________________________________
                               Donald  B.  Witmer
                               Chairman  of  the  Board  of  Directors
                               and  Chief  Executive  Officer

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                                                                       EXHIBIT A
PURCHASE  FORM
--------------

To:  Home  Director,  Inc.

The  undersigned,  pursuant  to  the  provisions set forth in Section 1.2 of the
attached  Warrant,  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:_____________________________________

                                 Date:__________________________________________

                                 Name  (print):_________________________________

                                 Title  (if  applicable):_______________________

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