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                                                                  EXHIBIT 4.21

                  WARRANT AGREEMENT (this "Agreement"), dated as of May 8, 2002,
by and between HOME DIRECTOR, INC., a Delaware corporation (the "Company"),  and
SPENCER TRASK VENTURES, INCORPORATED (the "Agent").

                                   WITNESSETH

                  WHEREAS,  pursuant to that certain Placement Agency Agreement,
dated April 10, 2002 (the "Agency  Agreement"),  the Company proposes to sell to
the Agent  and/or its  designees  warrants  ("Warrants")  to purchase  shares of
common stock, par value $.001 per share, of the Company ("Common Stock").

                  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 of the  final  closing  (the
"Final Closing") of the offering under that certain Private Placement Memorandum
dated April 10, 2002 (the  "Memorandum")  until 5:30 p.m., New York time, on the
earlier  of(a) the seventh  anniversary  of the Final  Closing  date and (b) the
fifth  anniversary  of the earlier of the closing date of(1) the initial  public
offering of the Company's Common Stock occurring  within such seven-year  period
or (2) the Merger (as defined in the Memorandum) (the "Warrant  Exercise Term"),
a number of shares of Common  Stock equal to twenty  percent  (20%) of the gross
proceeds of the Units (as defined on the Agency Agreement)  divided by $0.10 per
share at the  initial  exercise  price  (subject  to  adjustment  as provided in
Section 8 hereof) of $0.10 per share of Common  Stock,  subject to the terms and
conditions of this Agreement.

                  2.  WARRANT  CERTIFICATES.  The  Warrant  certificate(s)  (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.

                  3. EXERCISE OF WARRANT.

                  3.1.   METHOD  OF  EXERCISE.   The   Warrants  are   initially
exercisable  at an initial  exercise price (subject to adjustment as provided in
Section 8  hereof)  per  share of  Common  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 Common Stock  issuable  upon  exercise of the Warrants  (the  "Warrant
Shares") at the  Company's  principal  offices,  currently  at 7132 Santa Teresa
Blvd.,  San  Jose,   California  95139,  the  registered  holder  of  a  Warrant
Certificate  ("Holder" or "Holders")  shall be entitled to receive a certificate
or certificates for the shares of Common Stock so purchased. The purchase rights
represented  by each Warrant  Certificate  are  exercisable at the option of the
Holder  thereof,  in whole or in part  (but not as to  fractional  shares of the
Common Stock underlying the Warrants). Warrants may be exercised to purchase all


<PAGE>

or part of the  shares  of  Common  Stock  represented  thereby.  In the case of
purchase  of less  than all the  shares of Common  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 Common 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  Common  Stock  (or any  equity
security  into  which  the  Common  Stock  may be  exchanged  or  converted)  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
Common  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 Common
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  Common  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 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 Common
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  exercisable  to purchase
Common Stock at a price of $0.10 per share. The adjusted exercise price shall be


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<PAGE>

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 RIGHTS.

                  6.1.  REGISTRATION  UNDER THE SECURITIES ACT OF 1933.  Neither
the Warrants nor 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,
sold,  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 time commencing after
the date hereof until the  expiration of the Warrant  Exercise Term, the Company
(or any  successor  company  into which the Company  may be merged)  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 S-8, S-4 or comparable  registration
statement,  in connection with a registration  requested pursuant to 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 (B) 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


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<PAGE>

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  (or any  successor  company  into
which the Company  may be merged)  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),  exercisable  by written  notice to the  Company  (or any
successor company into which the Company may be merged), to have the Company (or
any  successor  company  into which the Company may be merged)  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  from 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 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
(C) 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,  filings 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 and
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


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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 6.3(b) 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 Common Stock on
(x) the date of the notice sent pursuant to Section 6.3(a) or (y) the expiration
of the  one-hundred-twenty-day  (120-day) period specified in Section 6.3(b) 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  6.3(b) 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 6.3(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 the second sentence
of Section 6.3(c).

                  (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 or
liability   (including  all  expenses   reasonably  incurred  in  investigating,


                                       5
<PAGE>

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 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 6.2 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 ( however if such registration  includes an
underwritten public offering, an opinion dated the date of the closing under the
underwriting  agreement and not the effective  date),  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.



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<PAGE>

                  (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 158 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  6.2 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,  provided that
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  and  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.

                  (l) 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.



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                  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 lower 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 Common 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:

                  (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


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<PAGE>

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  therefore 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 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:



                                       9
<PAGE>

                  (a) The aggregate  maximum  number of shares of Stock,  as the
case may be, 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 theretofore  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 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,
Series A Preferred  Stock,  Series B Preferred Stock or Series C Preferred Stock
in any  Certificate of  Designations  of the Company as may be amended as of the
date  hereof;  or any other class of stock or equity  security or (ii) any other
class  of  stock  or  equity  security  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


                                       10
<PAGE>

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 or  Series  C  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 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  ($0.02) 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

                                       11
<PAGE>

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.

                  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 right 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 Common
Stock upon the  exercise  of the  Warrants,  nor shall 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 Common Stock

                  11.  RESERVATION AND LISTING OF SECURITIES.  The Company shall
at all times reserve and keep available out of its  authorized  shares of Common
Stock,  solely for the purpose of issuance  upon the  exercise of 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 therefore,
all shares of Common  Stock and other  securities  issuable  upon such  exercise
shall be duly and validly issued, fully paid,  non-assessable and not subject to
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 Common 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 Common Stock for the purpose of  entitling  them to receive a dividend
or  distribution  payable  otherwise  than  in  cash,  or  a  cash  dividend  or

                                       12
<PAGE>

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 Common
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 therefore; 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;

                  (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
Agent and the Holders, with a copy to:

                                    Kronish Lieb Weiner & Hellman LLP
                                    1114 Avenue of the Americas
                                    New York, New York 10036
                                    Attn: Russell S. Berman, Esq.

                  (c) If to the Agent, to:

                                    Spencer Trask Ventures, Incorporated
                                    535 Madison Avenue, 18 Floor
                                    New York, New York, 10022
                                    Attn: William P. Dioguardi, President

or to such other address as the Agent may designate by notice to the Company and
the Holders, with a copy to:

                                       13
<PAGE>

                                    Kirkpatrick & Lockhart, LLP
                                    1251 Avenue of the Americas, 45th Floor
                                    New York, New York 10020
                                    Attn: Stephen R. Connoni, Esq.

                  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 correct 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 permitted assigns hereunder.

                  16.  TERMINATION.  This Agreement shall terminate at the close
of business on the seventh anniversary of the Final 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 State 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  reasonable  legal  costs and  expenses
relating to such action or proceeding  landlord  incurred in connection with the
preparation therefore.

                  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


                                       14
<PAGE>

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
shall 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.

                               HOME DIRECTOR, INC.


                               By:
                                  --------------------------------
                                    Name: Daryl Stemm
                                    Title:   Director of Finance and Corporate
                                             Secretary


                               SPENCER TRASK VENTURES,
                               INCORPORATED



                               By:
                                    ---------------------------------------
                                     Name:
                                     Title:



                                       16
<PAGE>



                                    EXHIBIT A

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

No.___                                                            ____ Warrants

                               WARRANT CERTIFICATE

                  This  Warrant   Certificate   certifies   that  Spencer  Trask
Ventures,  Inc. (the  "Agent"),  or its  registered  assigns,  is the registered
holder of 9,062,750 Warrants to purchase  initially,  at any time after the date
of the final  closing (the "Final  Closing") of the offering  under that certain
Private Placement  Memorandum dated April 10, 2002 (the "Memorandum") until 5:30
p.m.  New York time on date (the  "Expiration  Date") that is the earlier of (a)
the seventh  anniversary of the Final Closing date and (b) the fifth anniversary
of the earlier of the  closing  date of(l) the  initial  public  offering of the
Common Stock (as defined below) of Home Director, Inc. (the "Company") occurring
within such  seven-year  period or (2) the Merger (as defined in the Memorandum)
(the "Warrant  Exercise  Term"),  up to 9,062,750 fully paid and  non-assessable
shares of common  stock,  par value  $0.001  per share  ("Common  Stock") of the
Company, at the initial exercise price,  subject to adjustment in certain events
(the "Exercise Price"),  of $0.10 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 that certain  Warrant
Agreement  dated as of May 8,  2002  between  the  Agent  and the  Company  (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 or such other method as is set forth in the Warrant Agreement.

                  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.



                                       17
<PAGE>

                  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 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's
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 of 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.


                                       18
<PAGE>



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

Dated as of May 8, 2002

                                    HOME DIRECTOR, INC.



                                    By:
                                        --------------------------------------
                                         Name:
                                         Title:
[SEAL]

Attest:


----------------------------------



                                       19
<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 Common Stock.

                  In  accordance  with the terms of Section  3.2 of the  Warrant
Agreement dated as of May --, 2002 between HOME DIRECTOR, INC. and Spencer Trask
Ventures,  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:

                                    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)

                                       20
<PAGE>


                              [FORM OF ASSIGNMENT]

             (To be executed by the registered 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:

                                    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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