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                                                                   Exhibit 10.28



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD EXPIRING
AT MIDNIGHT ON APRIL 17, 1998, AND MAY NOT BE TRADED IN BRITISH COLUMBIA, CANADA
UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE BRITISH COLUMBIA
SECURITIES ACT AND REGULATIONS MADE UNDER SUCH ACT.

                                                             Warrant to Purchase
                                                                FIELD (1) Shares
                                                                 of Common Stock
                                                            Dated April 18, 1997

                        WARRANT TO PURCHASE COMMON STOCK

                                       of

                     SANCTUARY WOODS MULTIMEDIA CORPORATION

                          Void after September 18, 1999

      This certifies that, for value received, FIELD(2) or its registered
assigns ("Holder") is entitled, subject to the terms set forth below, to
purchase from SANCTUARY WOODS MULTIMEDIA CORPORATION (the "Company"), a Delaware
corporation, FIELD(4) (FIELD(1)) shares of the Common Stock of the Company, as
constituted on the date hereof (the "Warrant Issue Date"), upon surrender
hereof, at the principal office of the Company referred to below, with the
subscription form attached hereto duly executed, and simultaneous payment
therefor in lawful money of the United States or otherwise as hereinafter
provided, at the Exercise Price as set forth in Section 2 below. The number,
character and Exercise Price of such shares of Common Stock are subject to
adjustment as provided below.

      1. Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the Warrant Issue Date and ending at 5:00 p.m., Pacific Standard
Time, on September 18, 1999 (the "Term"), and shall be void thereafter.

      2. Exercise Price. The Exercise Price at which this Warrant may be
exercised shall be US$3.00 per share of Common Stock as adjusted from time to
time pursuant to Section 10 hereof (the "Exercise Price").



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      3.    Exercise of Warrant.

            (a) This Warrant is exercisable by the Holder in whole or in part,
but not for less than one hundred thousand (100,000) shares at a time (or if the
maximum number of shares purchasable upon exercise of this Warrant is less than
100,000, this Warrant shall be exercisable for such lesser number of shares
which may then constitute the maximum number purchasable), at any time, or from
time to time, during the term hereof as described in Section 1 above, by the
surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the 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), upon payment (i) in cash or by check acceptable to the Company, (ii)
by cancellation by the Holder of indebtedness of the Company to the Holder, or
(iii) by a combination of (i) and (ii), of the Exercise Price multiplied by the
number of shares being purchased.

            (b) If the Company recognizes combined net revenues ("Combined Net
Revenues") in any four consecutive quarters of U.S. $10,000,000 or more, the
Holder of this Warrant shall immediately exercise this Warrant for one-half of
the total shares of Common Stock which, upon the issuance of this Warrant, the
Holder is entitled to purchase hereunder, or, if this Warrant is exercisable for
less than one-half of such total, then the Holder of this Warrant shall exercise
this Warrant for 100% of the shares the Holder is entitled to purchase
hereunder. For purposes of this Section 3(b), Combined Net Revenues shall
consist of revenues recognized from the sale or licensing of software products
of the Company or any affiliate of the Company. Notwithstanding the foregoing,
80% of Combined Net Revenues shall consist of revenues recognized from the sale
or licensing of software products developed by the Company or any affiliate of
the Company ("Internally Developed"). Software products licensed by the Company
or any affiliate of the Company from a third party (a "Software License") or
acquired by the Company or any affiliate of the Company through a merger,
purchase of assets, consolidation or similar transaction (a "Software
Acquisition") shall be deemed to be Internally Developed six months from the
date of such Software License or Software Acquisition. For the purposes of this
Section 3(b), the software products acquired from Virgin Sound and Vision
pursuant to the Distribution Agreement between the Company and Virgin Sound and
Vision dated March 25, 1997, shall be deemed to be Internally Produced six
months from the date of such Distribution Agreement.

            (c) The Holder of this Warrant will be required to immediately
exercise this Warrant in full if the last sale price of the Common Stock of the
Company as reported on the NASDAQ Bulletin Board or on any national exchange or
market on which the Common Stock of the Company is then traded exceeds US$9.00
for a period of 21 trading days in any 40 consecutive trading days.

            (d) This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the shares of Common Stock
issuable upon such exercise shall be treated for all purposes as the holder of
record of such shares as of the close of business on such date. As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of shares issuable upon such exercise. In the event that this Warrant is
exercised in part, the Company



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at its expense will execute and deliver a new Warrant of like tenor exercisable
for the remaining number of shares for which this Warrant may then be exercised.

      4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional share shall be issued upon the exercise of this Warrant.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.

      5. Replacement of Warrant. On 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, on delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Company or, in
the case of mutilation, on surrender and cancellation of this Warrant, the
Company at its expense shall execute and deliver, in lieu of this Warrant, a new
warrant of like tenor and amount.

      6. Rights of Stockholders. Subject to Sections 8 and 10 of this Warrant,
the Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Warrant shall have been exercised and
the shares of Common Stock purchasable upon the exercise hereof (the "Warrant
Shares") shall have been issued, as provided herein.

      7. Compliance with Securities Laws. This Warrant may not be transferred or
assigned in whole or in part without compliance with all applicable federal and
state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, if such are requested by the Company).

            (a) The Holder of this Warrant, by acceptance thereof, acknowledges
that this Warrant and the shares of Common Stock to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment, and that the Holder will not
offer, sell or otherwise dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof except under circumstances that will not
result in a violation of any federal securities laws, including without
limitation the Securities Act of 1933, as amended (the "Act"), any state
securities laws or any applicable securities law of foreign jurisdictions,
including without limitation, British Columbia, Canada, or any rules or
regulations promulgated thereunder. Upon exercise of this Warrant, the Holder
shall, if requested by the Company, confirm in writing in a form satisfactory to
the Company, that the shares of Common Stock so purchased are being acquired
solely for the Holder's own account and not as a nominee for any other party,
for investment, and not with a view toward distribution or resale.



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            (b) Without in any way limiting the representations set forth in (a)
above, the Holder further agrees not to make any disposition of all or any
portion of this Warrant or any Warrant Shares unless and until the transferee
has agreed in writing for the benefit of the Company to be bound by this Section
7, and:

                  (i) the Holder shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and (ii) if reasonably
requested by the Company, the Holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such securities under the Act.

            (c) This Warrant and all shares issuable hereunder shall bear the
following legends:

                  (i) "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT."

                  (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
A HOLD PERIOD EXPIRING AT MIDNIGHT ON APRIL 17, 1998, AND MAY NOT BE TRADED IN
BRITISH COLUMBIA, CANADA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED
BY THE BRITISH COLUMBIA SECURITIES ACT AND REGULATIONS MADE UNDER SUCH ACT.

                  (iii) Any legend required by applicable state law.

      8. Reservation of Stock. The Company covenants that during the Term this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to provide sufficient reserves of shares of the Common
Stock issuable upon the exercise of the Warrant. The Company further covenants
that all shares that may be issued upon the exercise of rights represented by
this Warrant and payment of the Exercise Price, all as set forth herein, will be
free from all taxes, liens, and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously or otherwise
specified herein). The Company agrees that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.

      9. Amendments and Waivers. Any term of this Warrant may be amended and the
observance of any term of this Warrant may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Holder. No waivers



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of or exceptions to any term, condition or provision of this Warrant, in any one
or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.

      10. Adjustments. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

            (a) Reclassification, etc. If the Company at any time while this
Warrant, or any portion thereof, remains outstanding and unexpired shall, by
reclassification of securities or otherwise, change any of the securities as to
which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities which were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 10.

            (b) Split, Subdivision or Combination of Shares. If the Company at
any time while this Warrant, or any portion hereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, the Exercise Price for such securities shall be proportionately
decreased and the number of securities issuable upon exercise proportionately
increased in the case of a split or subdivision or the Exercise Price of such
securities shall be proportionately increased and the number of securities
issuable upon exercise proportionately decreased in the case of a combination.
If any time, while this Warrant, or any portion thereof, is outstanding and
unexpired there shall be (i) a merger or consolidation of the Company with or
into another corporation in which the Company is not the surviving entity, or a
reverse triangular merger in which the Company is the surviving entity but the
shares of the Company's capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise, or (ii) a sale or transfer of
substantially all of the Company's assets to any other person, then, as a part
of such merger, consolidation, sale or transfer, lawful provision shall be made
so that the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the Exercise
Price then in effect, the number of shares of stock or other securities or
property of the successor corporation resulting from such merger, consolidation
sale or transfer which a holder of the shares deliverable upon exercise of this
Warrant would have been entitled to receive in such consolidation, merger, sale
or transfer if this Warrant had been exercised immediately before such merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 10; and, in any such case, appropriate adjustment (as determined
by the Board of Directors) shall be made in the application of the provisions
herein set forth with respect to the rights and interests thereafter of the
Holder to the end that the provisions set forth herein (including provisions
with respect to changes in and other adjustments of (i) the number of shares the
Holder is entitled to purchase, and (ii) the Exercise Price) shall thereafter be
applicable, as nearly as possible, in relation to any shares of Common Stock or
other securities or other property thereafter deliverable upon the exercise of
this Warrant.

            (c) Adjustments for Dividends in Stock or Other Securities or
Property. If, while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to



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which purchase rights under this Warrant exist at the time shall have received,
or, on or after the record date fixed for the determination of eligible
Stockholders, shall have become entitled to receive, without payment therefor,
other or additional stock or other securities or property (other than cash) of
the Company by way of dividend, then and in each case, this Warrant shall
represent the right to acquire, in addition to the number of shares of the
security receivable upon the exercise of this Warrant, and without payment of
any additional consideration thereof, the amount of such other or additional
stock or other securities or property (other than cash) of the Company which
such holder would hold on the date of such exercise had it been the holder of
record of the security receivable upon exercise of this Warrant on the date
hereof and had thereafter, during the period from the date hereof to and
including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
Section 10.

      (d) Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment pursuant to this Section 10, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written
request, at any time, of any such holder, furnish or cause to be furnished to
such holder a like certificate setting forth: (i) such adjustments and
readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property which at the time
would be received upon the exercise of the Warrant.

            (e) No Impairment. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all of the provisions of this Section 10 and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the holders of this Warrant against impairment.

      11. Successors and Assigns. The terms and provisions of this Warrant shall
inure to the benefit of and be binding upon the Company and Holder and their
respective permitted successors and assigns.

      12. Attorneys' Fees. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.

      13. Governing Law. This Warrant shall be governed by the laws of the State
of California.

      14. Notices. All notices required under this Warrant and shall be deemed
to have been given or made for all purposes (i) upon personal delivery, (ii)
upon confirmation receipt that the communication was successfully sent to the
applicable number if sent by facsimile; (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail to either party hereto at the address
set forth below or at such other address as either party may designate by notice
pursuant to this Section 14.



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      If to the Company:            Sanctuary Woods Multimedia Corporation
                                    1825 South Grant Street
                                    San Mateo, CA  94402
                                    Attn:  President

      with a copy to:               Wilson Sonsini Goodrich & Rosati
                                    650 Page Mill Road
                                    Palo Alto, CA  94304
                                    Attn:  Judith O'Brien

      If to the Holder:             FIELD(2)
                                    FIELD(3)

      15. Captions. The Section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.

IN WITNESS HEREOF, SANCTUARY WOODS MULTIMEDIA CORPORATION has caused this
Warrant to be executed by its officers thereunto duly authorized.

Dated: ____________________, 1997


                                          SANCTUARY WOODS MULTIMEDIA
                                          CORPORATION


                                          By:___________________________________



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                               NOTICE OF EXERCISE

To:  SANCTUARY WOODS MULTIMEDIA CORPORATION

      (1)   The undersigned hereby elects to:

            Purchase ________ shares of Common Stock of SANCTUARY WOODS 
      MULTIMEDIA CORPORATION, pursuant to the terms of the attached Warrant and
      tenders herewith payment of the purchase price for such shares in full;

      (2) In exercising this Warrant, the undersigned hereby confirms and
      acknowledges that the shares of Common Stock are being acquired solely for
      the account of the undersigned and not as a nominee for any other party,
      and for investment, and that the undersigned will not offer, sell, or
      otherwise dispose of any such shares of Common Stock except under
      circumstances that will not result in a violation of any federal
      securities laws, including without limitation the Securities Act of 1933,
      as amended, any state securities laws or any applicable securities laws of
      foreign jurisdictions, including without limitation, British Columbia,
      Canada, or any rules or regulations promulgated thereunder.

                                          FIELD(2)


_________________________________         By:___________________________________
[Date]

                                          Title:________________________________



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