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                                                                   EXHIBIT 4.16

THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THEY  MAY  NOT  BE SOLD, OFFERED FOR SALE, PLEDEGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER  SUCH  ACT  OR  AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT.

                                                  HOME  DIRECTOR,  INC.

                                     WARRANT
                             Dated: February 6, 2002

     THIS  CERTIFIES  THAT Don Witmer with his address at 2006 Margot Place, San
Jose,  California  95125  (herein  sometimes called the "Holder") is entitled to
purchase  from  Home  Director, Inc., a Delaware corporation (hereinafter called
the  "Company"),  at the prices and during the periods as hereinafter specified,
up  to  1,571,429  shares  of  common  stock,  par value $.001 per share, of the
Company  ("Common  Stock").  This  Warrant (the "Warrant" and, together with any
successor  warrants,  the  "Warrants")  to  purchase shares of Common Stock (the
"Warrant  Shares")  was  originally  issued pursuant to a subscription agreement
dated  February  6, 2002 between the Company and the Holder in connection with a
private  offering  of  securities  by  the  Company  (the  "Offering").

     1.     The  rights  represented  by  this Warrant shall be exercised at the
price,  subject  to adjustment in accordance with Section 6 of this Warrant (the
"Exercise  Price"),  and  during  the  periods  as  follows:

(a)          Prior  to August 6, 2002 the Holder shall have no right to purchase
any  Warrant  Shares  hereunder.

(b)     Between August 6, 2002 and February 5, 2005, inclusive, the Holder shall
have  the  option to purchase all or any portion of the Warrant Shares hereunder
at  the  Exercise Price. For purposes of the adjustments under Section 6 hereof,
the  Exercise  Price  shall  be deemed to be $0.07 per share, subject to further
adjustment  as  provided  in  such  Section  6;  and

(c)     After  February  5,  2005 the Holder shall have no right to purchase any
Warrant  Shares  hereunder.

     2.     (a)     The  rights  represented by this Warrant may be exercised at
any  time  within  the  period  above specified, in whole or in part, by (i) the
surrender  of  this  Warrant  (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other office
or  agency of the Company as it may designate by notice in writing to the Holder
at  the  address  of the Holder appearing on the books of the Company); and (ii)
payment  to  the  Company of the exercise price then in effect for the number of
Warrant  Shares  specified  in  the above-mentioned purchase form.  This Warrant
shall  be  deemed  to  have  been  exercised,  in whole or in part to the extent
specified,  immediately  prior to the close of business on the date this Warrant
is  surrendered  and payment is made in accordance with the foregoing provisions
of  this  Section  2,  and  the  person  or  persons  in whose name or names the
certificates  for  Warrant  Shares  shall  be  issuable upon such exercise shall
become  the  holder or holders of record of such Warrant Shares at that time and
date.  The certificates for the Warrant Shares so purchased and, if this Warrant
shall  have  been  exercised in part only, a Warrant representing the balance of
the Warrant Shares, shall be delivered to the Holder as soon as practicable, but
not later than seven (7) days after the rights represented by this Warrant shall
have  been  so  exercised.

     (b)     At  any  time  during the period above specified, during which this
Warrant  may  be exercised, the Holder may, at its option and in lieu of payment
as set forth in subsection (a) above, exchange this Warrant, in whole or in part
(a  "Warrant  Exchange"),  into  the  number  of  Warrant  Shares  determined in

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accordance  with  this  subsection  (b),  by  surrendering  this  Warrant at the
principal  office  of  the Company or at the office of its stock transfer agent,
accompanied  by  a  notice stating such Holder's intent to effect such exchange,
the  number of Warrant Shares into which this Warrant is to be exchanged and the
date  on which the Holder requests that such Warrant Exchange occur (the "Notice
of  Exchange").  The  Warrant Exchange shall take place on the date specified in
the Notice of Exchange or, if later, the date the Notice of Exchange is received
by  the  Company  (the  "Exchange  Date").  Certificates  for the Warrant Shares
issuable  upon  such  Warrant Exchange and, if applicable, a new Warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant,  shall  be  issued  as of the Exchange Date and delivered to the Holder
within  seven  (7)  days  following  the  Exchange Date.  In connection with any
Warrant  Exchange,  this  Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to the next highest integer) equal
to  (x)  the  number  of Warrant Shares specified by the Holder in its Notice of
Exchange up to the maximum number of Warrant Shares subject to this Warrant (the
"Total  Number")  less  (y)  the  number of Warrant Shares equal to the quotient
obtained  by  dividing  (A)  the  product  of  the Total Number and the existing
Exercise  Price  by  (B)  the Fair Market Value.  "Fair Market Value" shall mean
first, if there is a trading market as indicated in subsection (i) below for the
shares  of  Common  Stock, such Fair Market Value per share of the Common Stock,
and  if  there  is  no such trading market in the Common Stock, then Fair Market
Value  shall have the meaning indicated in subsections (ii) through (iii) below:

(i)          if  the  Common Stock is listed on a domestic or foreign securities
exchange  or  admitted to unlisted trading privileges on such exchange or listed
for  trading  on  the  Nasdaq National or SmallCap Market, the Fair Market Value
shall  be  the  average  of  the last reported sale prices or the average of the
means  of  the  last  reported  bid and asked prices of the Common Stock on such
exchange  or  market  for the ten (10) business days ending on the last business
day  prior  to  the  Exchange  Date;  or

(ii)     if  the  Common  Stock is not so listed or admitted to unlisted trading
privileges,  the Fair Market Value shall be the average of the means of the last
reported bid and asked prices of the Common Stock for the ten (10) business days
ending  on  the  last  business  day  prior  to  the  Exchange  Date;  or

(iii)     if  the  Common Stock is not so listed or admitted to unlisted trading
privileges  and  bid and asked prices are not so reported, the Fair Market Value
shall  be  an amount, not less than book value thereof as at the end of the most
recent  fiscal year of the Company ending prior to the Exchange Date, determined
in good faith and in such reasonable manner as may be prescribed by the Board of
Directors  of  the  Company.

     3.     This  Warrant  and  the  Warrant  Shares  may  be transferred, sold,
assigned or hypothecated ("Transferred") so long as any such assignment shall be
effected  by  the  Holder (i) executing the form of assignment at the end hereof
and  (ii)  surrendering this Warrant for cancellation at the office or agency of
the  Company referred to in Section 2 hereof, whereupon the Company shall issue,
in  the  name  or  names  specified  by  the Holder (including the Holder) a new
Warrant  or  Warrants  of like tenor and representing in the aggregate rights to
purchase  the  same  number  of  Warrant  Shares  as  are purchasable hereunder;
provided, however, that the Company shall receive, if it requests, an opinion of
counsel  at  Holder's  expense,  to  the effect that this Warrant or the Warrant
Shares,  as  the  case may be, may be Transferred without registration under the
Securities  Act  of  1933,  as  amended  (the  "Act").

4.     The  Company  covenants  and  agrees that all Warrant Shares which may be
issued  upon  exercise  of  this  Warrant, upon issuance and payment therefor in
accordance  with  the  terms  of  this Warrant, will be duly and validly issued,
fully paid and nonassessable and no personal liability will attach to the holder
thereof  solely  by  reason of being such holder.  The Company further covenants
and  agrees  that during the periods within which this Warrant may be exercised,
the  Company  will at all times have authorized and reserved a sufficient number
of  shares  of  its  Common  Stock  to provide for the exercise of this Warrant.

5.     Prior  to  exercise  of  this Warrant, this Warrant shall not entitle the
Holder  to  any  voting rights or any other rights, or subject the Holder to any
liabilities,  as  a  stockholder  of  the  Company.

6.     The  Exercise  Price  in  effect  at  any time and the number and kind of
securities  purchasable  upon  the  exercise  of the Warrant shall be subject to
adjustment  from  time  to time upon the happening of certain events as follows:

(a)          In  case  the  Company  shall  (i)  declare  a  dividend  or make a
distribution  on  its  outstanding  shares  of  Common Stock in shares of Common

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Stock,  (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares or (iii) combine or reclassify its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect at
the  time  of  the  record  date  for  such  dividend  or distribution or of the
effective  date  of  such  subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price  by  a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action and the numerator of
which  shall  be  the  number  of shares of Common Stock outstanding immediately
prior  to  such action.  Such adjustment shall be made successively whenever any
event  listed  above  shall  occur.

(b)     The  Exercise  Price  shall  also  be  subject to adjustment as follows:

     (i)     For  purposes  of  this  Subsection  (b), the following definitions
shall  apply:  (A)  "Company  Options" shall mean rights, options or warrants to
subscribe  for,  purchase  or  otherwise  acquire  Common  Stock  or Convertible
Securities;  (B)  "Original  Issue  Date"  shall  mean  February  6,  2002;  (C)
"Convertible  Securities"  shall  mean  any  evidence of indebtedness, shares of
capital  stock (other than Common Stock) or other securities convertible into or
exchangeable for Common Stock; and (D) "Additional Shares of Common Stock" shall
mean  all  shares of Common Stock issued by the Company on or after the Original
Issue  Date,  other than shares of Common Stock issued at any time: (1) pursuant
to  the exercise of options, warrants or other Common Stock issued to employees,
officers  or  directors of, or consultants or advisors to, or any strategic ally
of,  the  Company  pursuant  to any stock purchase or stock option plan or other
arrangement  approved  by  the  Board of Directors of the Company (the "Board of
Directors");  (2)  pursuant  to the exercise of options, warrants or Convertible
Securities outstanding as of the Original Issue Date; (3) in connection with the
acquisition  of all or part of another unaffiliated entity by stock acquisition,
merger, consolidation or other reorganization, or by the purchase of all or part
of  the  assets  of  such other entity where the Company or its stockholders own
more  than  fifty  (50%) percent of the voting power of the acquired, surviving,
combined  or  successor  company;  or  (4)  in  connection  with issuance and/or
conversion  of  those  bridge  notes  contemplated in the letter of intent dated
January  30,  2002  between  the  Company  and  Netword,  Inc.

(ii)     Subject to subsection (b)(1)(D) hereof, in the event the Company at any
time  or from time to time after the Original Issue Date shall issue any Company
Options  or  Convertible  Securities,  then the number of shares of Common Stock
actually  issued  upon  the  exercise of such Company Options or, in the case of
Convertible  Securities,  the  actual conversion or exchange of such Convertible
Securities,  shall  be  deemed  to  be  Additional  Shares  of  Common  Stock.

(iii)     In  the  event the Company, after the Original Issue Date, shall issue
Additional  Shares  of Common Stock without consideration or for a consideration
per  share less than the then-applicable Exercise Price, then and in such event,
such  Exercise  Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest cent) determined by multiplying the Exercise Price by
a  fraction,  (i) the numerator of which shall be the number of shares of Common
Stock  issued  and  outstanding  (on a fully diluted basis) immediately prior to
such  issuance  plus  the  quotient  obtained  by  dividing  (x)  the  aggregate
consideration  received by the Company for the total number of Additional Shares
of  Common Stock so issued by (y) the Exercise Price in effect immediately prior
to  such  issuance,  and  (ii)  the  denominator of which shall be the number of
shares  of  Common  Stock  issued  and  outstanding  (on  a fully diluted basis)
immediately  prior  to  such  issue plus the number of such Additional Shares of
Common  Stock  so  issued.

(iv)     For  purposes  of  this  Section  6,  the consideration received by the
Company  for  the  issuance  of  any  Additional Shares of Common Stock shall be
computed  as  follows.  Such consideration shall insofar as it consists of cash,
be  computed  at  the  net  amount  of  cash  received  by the Company excluding
expenses,  discounts  and  commissions payable by the Company in connection with
such  issuance or sale and amounts paid or payable for accrued interest; insofar
as  it  consists  of  property  other  than  cash, be computed at the fair value
thereof  at the time of such issuance, as reasonably determined in good faith by
the Board of Directors net of expenses as set forth in the immediately preceding
clause;  and  in the event Additional Shares of Common Stock are issued together
with other shares or securities or other assets of the Company for consideration
that  covers  both  cash  and  property  other than cash, the proportion of such
consideration so received, computed as provided in the immediately two preceding
clauses,  shall  be  as  reasonably  determined,  in good faith, by the Board of
Directors.  The  consideration  per share received by the Company for Additional
Shares of Common Stock issued pursuant to Subsection (b)(ii) hereof, relating to
Company  Options and Convertible Securities, shall be determined by dividing the
total  amount, if any, received by the Company as consideration for the issuance
of  such Company Options or Convertible Securities, plus the aggregate amount of
additional  consideration  paid to the Company upon the exercise of such Company
Options  or the conversion or exchange of such Convertible Securities, or in the
case of Company Options for Convertible Securities, the exercise of such Company

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Options  for  Convertible  Securities  and  the  conversion  or exchange of such
Convertible  Securities  (subject  to  any  adjustments  in  the  exercise price
thereof),  by  the  number of shares of Common Stock issued upon the exercise of
such  Company  Options  or  the  conversion  or  exchange  of  such  Convertible
Securities  or,  in  the case of Company Options for Convertible Securities, the
exercise  of  such Company Options for Convertible Securities and the conversion
or  exchange  of  such  Convertible  Securities.

(c)          No  adjustment  in the Exercise Price shall be required unless such
adjustment  would require an increase or decrease of at least one cent ($.01) in
such  price;  provided,  however,  that  any adjustments which by reason of this
Subsection  (c)  are  not required to be made shall be carried forward and taken
into  account  in  any subsequent adjustment required to be made hereunder.  All
calculations  under  this  Section 6 shall be made to the nearest cent or to the
nearest  one-hundredth of a share, as the case may be.  Anything in this Section
6  to the contrary notwithstanding, the Company shall be entitled upon the prior
written  request  of the Holder, but shall not be required, to make such changes
in  the  Exercise  Price, in addition to those required by this Section 6, as it
shall  determine,  in  its  sole  discretion,  to be advisable in order that any
dividend  or  distribution  in  shares  of  Common  Stock,  or  any subdivision,
reclassification  or  combination of Common Stock, hereafter made by the Company
shall  not  result  in  any  Federal  Income  tax  liability  to  the  Holders.

(d)     Whenever the Exercise Price is adjusted, as herein provided, the Company
shall  promptly  but  no  later than ten (10) days after any request for such an
adjustment  by  the  Holder,  cause a notice setting forth the adjusted Exercise
Price  and  adjusted  number  of  Warrant  Shares issuable upon exercise of each
Warrant  and,  if requested, information describing the transactions giving rise
to  such  adjustments,  to  be  mailed  to the Holders, at the address set forth
herein,  and  shall  cause a certified copy thereof to be mailed to its transfer
agent,  if  any.  The  Company may retain a firm of independent certified public
accountants  selected  by  the  Board  of  Directors  (who  may  be  the regular
accountants  employed  by  the Company) to make any computation required by this
Section 6, and a certificate signed by such firm shall be conclusive evidence of
the  correctness  of  such  adjustment.

(e)     In  the  event  that  at  any  time,  as  a result of an adjustment made
pursuant  to  Subsection (a) or (b) above, the Holder of this Warrant thereafter
shall  become  entitled  to receive any shares of the Company, other than Common
Stock, thereafter the number of such other shares so receivable upon exercise of
this Warrant shall be subject to adjustment from time to time in a manner and on
terms  as nearly equivalent as practicable to the provisions with respect to the
Common  Stock  contained  in  Subsections  (a)  to  (d),  inclusive  above.

(f)     In  case  any event shall occur as to which the other provisions of this
Section  6  are  not strictly applicable but as to which the failure to make any
adjustment  would  not  fairly  protect  the purchase rights represented by this
Warrant  in  accordance with the essential intent and principles hereof then, in
each such case, the Holder(s) of Warrant(s) representing the right to purchase a
majority  of  the  Warrant  Shares  may  appoint  a  firm  of independent public
accountants reasonably acceptable to the Company, which shall give their opinion
as  to  the  adjustment, if any, on a basis consistent with the essential intent
and  principles  established  herein,  necessary to preserve the purchase rights
represented  by  the  Warrant.  Upon  receipt  of such opinion, the Company will
promptly  mail  a  copy thereof to the Holder of this Warrant and shall make the
adjustments  described therein. The fees and expenses of such independent public
accountants  shall  be  borne  by  the  Company.

     7.     In  case  of  any  reclassification, capital reorganization or other
change  of  outstanding shares of Common Stock of the Company, or in case of any
consolidation  or  merger of the Company with or into another corporation (other
than  a  merger  with a subsidiary of the Company in which merger the Company is
the  continuing  corporation  and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock) or
in  case of any sale, lease or conveyance to another corporation of the property
of  the  Company  as an entirety, the Company shall, as a condition precedent to
such transaction, cause effective provisions to be made so that the Holder shall
have  the  right  thereafter by exercising this Warrant at any time prior to the
expiration  of  this Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, capital
reorganization  and other change, consolidation, merger, sale or conveyance by a
holder  of  the number of shares of Common Stock which might have been purchased
upon  exercise  of  this  Warrant  immediately  prior  to such reclassification,
change,  consolidation,  merger,  sale  or conveyance.  Any such provision shall

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include  provision for adjustments which shall be as nearly equivalent as may be
practicable  to  the  adjustments  provided  for in this Warrant.  The foregoing
provisions  of  this  section  shall  similarly  apply  to  successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and  to  successive  consolidations,  mergers,  sales  or  conveyances.

     8.     This  Agreement shall be governed by and in accordance with the laws
of  the  State  of  New  York.

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IN  WITNESS WHEREOF, Home Director, Inc. has caused this Warrant to be signed by
its  duly  authorized  officers under its corporate seal, and this Warrant to be
dated  February  6,  2002.

                                        HOME  DIRECTOR,  INC.

                                        By:_____________________________
                                             Name:  Don  Witmer
                                             Title:  Chief  Executive  Officer
[corporate  seal]

Attest:
____________________________
Darryl  Stemm,  Assistant  Secretary

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                                  PURCHASE FORM


                (To be signed only upon exercise of the Warrant)


     The  undersigned,  the  holder of the foregoing Warrant, hereby irrevocably
elects  to  exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, ________ shares of Common Stock, par value $.001 per share,
of  Home  Director,  Inc.  and  herewith  makes  payment  of  $___  therefor.



Dated:  __________




                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name:          _______________________________
          (Please  type  or  print  in  block  letters)

Address:     _______________________________

Signature:      ______________________________

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                                WARRANT EXCHANGE


     The  undersigned,  pursuant  to  the  provisions  of the foregoing Warrant,
hereby  elects  to exchange its Warrant for ________ shares of Common Stock, par
value  $.001 per share, of Home Director, Inc., pursuant to the Warrant Exchange
provisions  of  the  Warrant.


Dated:  ____________



Print  Name:     __________________________


Address:     __________________________


Signature:     __________________________

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                                  TRANSFER FORM


                (To be signed only upon transfer of the Warrant)
        For  value received, the undersigned hereby sells, assigns and transfers
unto _____________ the right to purchase shares of Common Stock, par value $.001
per  share,  of  Home Director, Inc. represented by the foregoing Warrant to the
extent  of  ______  shares,  and  appoints  __________ attorney to transfer such
rights  on  the books of Home Director, Inc., with full power of substitution in
the  premises.



Dated:  ___________

                                          _____________________________________

                                          _____________________________________
                                              Address

In  the  presence  of:


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