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                                                                  Exhibit 10.28A



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

                        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.          The Holder of this Warrant will be required to immediately 
            exercise this Warrant in full if the closing trading price of the
            Common Stock of the Company as reported on the NASD 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.

      c.          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 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



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      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.

      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:

                  (1)       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,



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                        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:

                  (1)       "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."

                  (2)       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.

                  (3)       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



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      instance and either retroactively or prospectively) only with the written
      consent of the Company and the Holder. No waivers 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



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            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 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.



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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.

      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.



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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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