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                                                                     EXHIBIT 4.2

                                                                       EXHIBIT A


                                 FORM OF WARRANT


SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR
EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                          SILICON VALLEY RESEARCH, INC.
                        WARRANT TO PURCHASE COMMON STOCK

                          VOID AFTER DECEMBER 29, 2002

                  1. Warrant to Purchase Common Stock.

                  (a) Warrant to Purchase Shares. This warrant (the "Warrant")
certifies that for good and valuable consideration duly received,
___________________ (the "Warrant Holder") is entitled, subject to the terms and
conditions of this Warrant, to purchase from Silicon Valley Research, Inc., a
California corporation (the "Company"), up to a total of ___ shares of Common
Stock, no par value (the "Common Stock"), of the Company (the "Shares") at the
price of $0.53 per share (the "Exercise Price") at any time or from time to time
during the period commencing on the date hereof until 5:00 p.m. Pacific Time on
December 29, 2002 (the "Expiration Date"). This Warrant must be exercised, if at
all, on or before the Expiration Date. Unless the context otherwise requires,
the term "Shares" shall mean and include the stock and other securities and
property at any time receivable or issuable upon exercise of this Warrant. The
term "Warrant" as used herein, shall include this Warrant and any warrants
delivered in substitution or exchange therefor as provided herein.

                  (b) Adjustment of Exercise Price and Number of Shares. The
number and character of Shares issuable upon exercise of this Warrant (or any
shares of stock or other 

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securities or property at the time receivable or issuable upon exercise of this
Warrant) and the Exercise Price therefor are subject to adjustment upon
occurrence of the following events:

                  (A) Adjustment for Stock Splits, Stock Dividends,
         Recapitalizations, etc. The Exercise Price of this Warrant and the
         number of Shares issuable upon exercise of this Warrant shall each be
         proportionally adjusted to reflect any stock dividend, stock split,
         reverse stock split, combination of shares, reclassification,
         recapitalization or other similar event altering the number of
         outstanding shares of the Company's Common Stock.

                  (B) Adjustment for Other Dividends and Distributions. In case
         the Company shall make or issue, or shall fix a record date for the
         determination of eligible holders entitled to receive, a dividend or
         other distribution with respect to the Shares payable in securities of
         the Company then, and in each such case, the Warrant Holder, on
         exercise of this Warrant at any time after the consummation, effective
         date or record date of such event, shall receive, in addition to the
         Shares (or such other stock or securities) issuable on such exercise
         prior to such date, the securities of the Company to which such Warrant
         Holder would have been entitled upon such date if such Warrant Holder
         had exercised this Warrant immediately prior thereto (all subject to
         further adjustment as provided in this Warrant).

                  (c) Adjustment for Capital Reorganization, Consolidation,
Merger. If any capital reorganization of the capital stock of the Company, or
any consolidation or merger of the Company with or into another corporation, or
the sale of all or substantially all of the Company's assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock will be entitled to receive stock, securities or assets with respect to or
in exchange for the Company's Common Stock, and in each such case the Warrant
Holder, upon the exercise of this Warrant, at any time after the consummation of
such capital reorganization, consolidation, merger, or sale, shall be entitled
to receive, in lieu of the stock or other securities and property receivable
upon the exercise of this Warrant prior to such consummation, the stock or other
securities or property to which such Warrant Holder would have been entitled
upon such consummation if such Warrant Holder had exercised this Warrant
immediately prior to the consummation of such capital reorganization,
consolidation, merger, or 

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sale, all subject to further adjustment as provided in this Section 1(c); and in
each such case, the terms of this Warrant shall be applicable to the shares of
stock or other securities or property receivable upon the exercise of this
Warrant after such consummation.

                  2. Manner of Exercise.

                  (a) Exercise Agreement. This Warrant may be exercised, in
whole or in part, on any business day on or prior to the Expiration Date. To
exercise this Warrant, the Warrant Holder must surrender to the Company this
Warrant and deliver to the Company: (i) a duly executed exercise agreement in
the form attached hereto as Exhibit A, or in such other form as may be approved
by the Company from time to time (the "Warrant Exercise Agreement"); (ii) if
applicable, a spousal consent in the form attached hereto as Exhibit B; and
(iii) payment in full of the Exercise Price for the number of Shares to be
purchased upon exercise hereof. If someone other than the Warrant Holder
exercises this Warrant, then such person must submit documentation reasonably
acceptable to the Company that such person has the right to exercise this
Warrant. Upon a partial exercise, this Warrant shall be surrendered, and a new
Warrant of the same tenor for purchase of the number of remaining Shares not
previously purchased shall be issued by the Company to the Warrant Holder. 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 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.

                  (b) Limitations on Exercise. This Warrant may not be exercised
as to fewer than 1,000 Shares unless it is exercised as to all Shares as to
which this Warrant is then exercisable.

                  (c) Payment. The Warrant Exercise Agreement shall be
accompanied by full payment of the Exercise Price for the Shares being purchased
in cash (by check), or where permitted by law:

                  (A) by cancellation of indebtedness of the Company to the 
         Warrant Holder;

                  (B) by surrender of Shares of the Company's Common Stock that
         are clear of all liens, claims, encumbrances or security interests or
         were obtained by the Warrant Holder in the public market;

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<PAGE>   4


                  (C) provided that a public market for the Company's stock
         exists, (1) through a "same-day-sale" commitment from the Warrant
         Holder and a broker-dealer that is a member of the National Association
         of Securities Dealers (an "NASD Dealer") whereby the Warrant Holder
         irrevocably elects to exercise this Warrant and to sell a portion of
         the Shares so purchased to pay for the Exercise Price and whereby the
         NASD Dealer irrevocably commits upon receipt of such Shares to forward
         the Exercise Price directly to the Company, or (2) through a "margin"
         commitment from the Warrant Holder and an NASD Dealer whereby the
         Warrant Holder irrevocably elects to exercise this Warrant and to
         pledge the Shares so purchased to the NASD Dealer in a margin account
         as security for a loan from the NASD Dealer in the amount of the
         Exercise Price, and whereby the NASD Dealer irrevocably commits upon
         receipt of such Shares to forward the Exercise Price directly to the
         Company;

                  (D) by "Net Exercise," in which case the Company shall deliver
         to the Warrant Holder (without payment of any additional Exercise
         Price) that number of shares equal to the quotient obtained by
         dividing:

                           1) the value of the Shares purchased upon exercise at
                  the time of exercise (such value to be determined by
                  subtracting (i) the aggregate Exercise Price for such Shares
                  as in effect immediately prior to exercise from (ii) the
                  aggregate Fair Market Value (as defined in Section 11 below)
                  for such Shares immediately prior to the exercise of this
                  Warrant), by

                           2) the Fair Market Value of one (1) Share immediately
                  prior to exercise; or

                  (E) by any combination of the foregoing.

                  (d) Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Warrant, the Warrant Holder must pay or provide for any
applicable federal or state withholding obligations of the Company.

                  (e) Issuance of Shares. Provided that the Exercise Agreement
and payment have been received by the Company as provided above, the Company
shall issue the Shares (adjusted as provided herein) registered in the name of
the Warrant Holder, the Warrant Holder's authorized assignee, or the Warrant
Holder's legal representative, and shall deliver 

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certificates representing the Shares with the appropriate legends affixed
thereto.

                  3. Compliance with Laws and Regulations. The exercise of this
Warrant and the issuance and transfer of Shares shall be subject to compliance
by the Company and the Warrant Holder with all applicable requirements of
federal and state securities laws and with all applicable requirements of any
stock exchange and/or over-the-counter market on which the Company's Common
Stock may be listed at the time of such issuance or transfer.

                  4. Transfer and Exchange. This Warrant and the rights
hereunder may not be transferred, in whole or in part, without the Company's
prior written consent, which consent shall not be unreasonably withheld, and may
not be transferred unless such transfer complies with all applicable securities
laws. If a transfer of all or part of this Warrant is permitted as provided in
the preceding sentence, then this Warrant and all rights hereunder may be
transferred, in whole or in part, on the books of the Company maintained for
such purpose at the principal office of the Company, by the Warrant Holder
hereof in person, or by a duly authorized attorney, upon surrender of this
Warrant properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer. Upon any permitted partial
transfer, the Company will issue and deliver to the Warrant Holder a new Warrant
or Warrants with respect to the Warrants not so transferred. Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees to be
bound by the terms, conditions, representations and warranties hereof (and as a
condition to any transfer of this Warrant the transferee shall execute an
agreement confirming the same) and, when this Warrant shall have been so
endorsed, the person in possession of this Warrant may be treated by the
Company, and all other persons dealing with this Warrant, as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented hereby, any notice to the contrary notwithstanding; provided,
however, that until a transfer of this Warrant is duly registered on the books
of the Company, the Company may treat the Warrant Holder hereof as the owner of
this Warrant for all purposes.

                  5. Privileges of Stock Ownership. The Warrant Holder shall not
have any of the rights of a shareholder with respect to any Shares until the
Warrant Holder exercises this Warrant and pays the Exercise Price.

                  6. Entire Agreement. The Warrant Exercise Agreement is
incorporated herein by reference. This Warrant 

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and the Warrant Exercise Agreement constitute the entire agreement of the
parties and supersede all prior undertakings and agreements with respect to the
subject matter hereof.

                  7. Notices. Any notice required to be given or delivered to
the Company under the terms of this Warrant shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to the Warrant Holder shall be in
writing and addressed to the Warrant Holder at the address indicated below or to
such other address as such party may designate in writing from time to time to
the Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; five (5) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by fax or telecopier.

                  8. Successors and Assigns. This Warrant shall be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject
to the restrictions on transfer set forth herein, this Warrant shall be binding
upon the Warrant Holder and the Warrant Holder's heirs, executors,
administrators, legal representatives, successors and assigns.

                  9. Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of California as such laws
are applied to agreements between California residents entered into and to be
performed entirely within California.

                  10. Acceptance. The Warrant Holder has read and understands
the terms and provisions of this Warrant, and accepts this Warrant subject to
all the terms and conditions hereof. The Warrant Holder acknowledges that there
may be adverse tax consequences upon exercise of this Warrant or disposition of
the Shares and that the Warrant Holder should consult a tax adviser prior to
such exercise or disposition.

                  11. Definition of Fair Market Value. As used herein, "Fair
Market Value" means, as of any date, the value of a share of the Company's
Common Stock determined as follows:

                  (a) if such Common Stock is then quoted on the Nasdaq National
         Market or the Nasdaq SmallCap Market, its last reported sale price on
         the Nasdaq National Market or the Nasdaq SmallCap Market or, if no such


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         reported sale takes place on such date, the average of the closing bid
         and asked prices;

                  (b) if such Common Stock is publicly traded and is then listed
         on a national securities exchange, the last reported sale price or, if
         no such reported sale takes place on such date, the average of the
         closing bid and asked prices on the principal national securities
         exchange on which the Common Stock is listed or admitted to trading;

                  (c) if such Common Stock is publicly traded but is not quoted
         on the Nasdaq National Market or the Nasdaq SmallCap Market, nor listed
         or admitted to trading on a national securities exchange, the average
         of the closing bid and asked prices on such date, as reported by The
         Wall Street Journal, for the over-the-counter market; or

                  (d) if none of the foregoing is applicable, by the Board of
         Directors of the Company in good faith.

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                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed in duplicate by its duly authorized representative and the Warrant
Holder has executed this Warrant in duplicate as of December 30, 1997.


SILICON VALLEY RESEARCH,                 WARRANT HOLDER
  INC.

By:
   ---------------------------           ---------------------------------------
                                                     (Signature)


------------------------------           ---------------------------------------
(Please print name and title)            (Please print name and title)


Address:

6360 San Ignacio Avenue                  Address:_______________________________
San Jose, CA 95119                       _______________________________________
                                         _______________________________________
                                         _______________________________________

[Signature page to Silicon Valley Research, Inc. Warrant to purchase Common 
Stock]


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                                    EXHIBIT A


                          SILICON VALLEY RESEARCH, INC.
                           WARRANT EXERCISE AGREEMENT



SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, California 95119-1231

                  The Warrant Holder hereby elects to purchase the number of
shares (the "Shares") of the Common Stock of Silicon Valley Research, Inc. (the
"Company") as set forth below, pursuant to that certain Warrant dated as of the
date set forth below (the "Warrant"), the terms and conditions of which are
hereby incorporated by reference (please print):

Warrant Holder:____________________       Date of Exercise:_____________________
Social Security or                        Exercise Price Per Share:_____________
Federal Tax I.D. No.: _____________       Number of Shares Purchased:___________
Address:___________________________       Total Exercise Price:_________________
___________________________________
___________________________________
Warrant Date:______________________

                  The Warrant Holder hereby delivers to the Company the Total
Exercise Price as follows (check and complete as appropriate):

         [ ]       in cash in the amount of $________, receipt of which is
                   acknowledged by the Company;

         [ ]       by cancellation of indebtedness of the Company to the Warrant
                   Holder in the amount of $____________;

         [ ]       by delivery of ___________ fully paid, nonassessable and
                   vested shares of the Common Stock of the Company either owned
                   by the Warrant Holder or obtained by the Warrant Holder in
                   the open public market valued at the current fair market
                   value of $___________ per share;

         [ ]       through a "same-day-sale" commitment from the Warrant
                   Holder and the broker named below in the amount of $_________
                   and substantially in the form attached hereto as Attachment
                   1;

         [ ]      through a "margin" commitment from the Warrant Holder and
                  the broker named below in the amount of $_________ and
                  substantially in the form attached hereto as Attachment 2;


<PAGE>   10



Broker Name:_________________________    Brokerage Firm:________________________

         or

         [ ]      by "Net Exercise."


                  Tax Consequences. THE COMPANY IS UNDER NO OBLIGATION TO REPORT
THE EXERCISE OF YOUR WARRANT TO THE INTERNAL REVENUE SERVICE OR ANY STATE OR
LOCAL INCOME TAX AUTHORITY. THE WARRANT HOLDER UNDERSTANDS THAT THE WARRANT
HOLDER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE WARRANT HOLDER'S
PURCHASE OR DISPOSITION OF THE SHARES. THE WARRANT HOLDER REPRESENTS THAT THE
WARRANT HOLDER HAS CONSULTED WITH ANY TAX CONSULTANT(S) THE WARRANT HOLDER DEEMS
ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT
THE WARRANT HOLDER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.



        ------------------------------
         Signature of Warrant Holder


                                      A-2
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                                  ATTACHMENT 1

                            SAME-DAY-SALE COMMITMENT

                                                            _____________, 19 __


SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, California 95119-1231

                  The undersigned Warrant Holder ("Warrant Holder") desires to
exercise that certain warrant described in the attached Warrant Exercise
Agreement (the "Warrant") with respect to ________ shares of your Common Stock
(the "Number of Shares"), and to sell immediately ________ of the Number of
Shares (the "Same-Day-Sale Shares") through the undersigned broker (the
"Broker") and for the Broker to pay directly to you from the proceeds from such
sale $___________ (the "Exercise Price").

                  Accordingly, the Warrant Holder hereby represents as follows:
(i) Warrant Holder hereby irrevocably exercises the Warrant with respect to the
Number of Shares; and (ii) Warrant Holder hereby irrevocably elects to sell
through Broker the Same-Day-Sale Shares and unconditionally authorizes you or
your transfer agent to deliver certificates representing the Same-Day-Sale
Shares to the Broker.

                  The Broker hereby represents as follows: (i) the Broker is a
member in good standing of the National Association of Securities Dealers; and
(ii) the Broker irrevocably commits to pay to you, no more than one (1) business
day after receiving certificates representing the Same-Day-Sale Shares, the
Exercise Price by check or wire transfer to an account specified by you.

WARRANT HOLDER:                          BROKER:


-----------------------------------      ---------------------------------------
(Signature)                                          (Name of Firm)

-----------------------------------      ---------------------------------------
(Printed Name and Title)                               (Signature)

                                         ---------------------------------------
                                                      (Printed Name)

                                         ---------------------------------------
                                                          (Title)


<PAGE>   12







                                  ATTACHMENT 2

                                MARGIN COMMITMENT

                                                              ____________, 19__

SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, California 95119-1231

                  The undersigned Warrant Holder ("Warrant Holder") desires to
exercise that certain warrant described in the attached Warrant Exercise
Agreement (the "Warrant") with respect to _________ shares of your Common Stock
(the "Number of Shares"), and to sell immediately ________ of the Number of
Shares (the "Margin Shares") through the undersigned broker (the "Broker") and
for the Broker to pay directly to you from the proceeds from such sale
$___________ (the "Exercise Price").

                  Accordingly, the Warrant Holder hereby represents as follows:
(i) Warrant Holder hereby irrevocably exercises the Warrant with respect to the
Number of Shares; and (ii) Warrant Holder hereby irrevocably elects to sell
through Broker the Margin Shares and unconditionally authorizes you or your
transfer agent to deliver certificates representing the Margin Shares to the
Broker.

                  The Broker hereby represents as follows: (i) the Broker is a
member in good standing of the National Association of Securities Dealers; and
(ii) the Broker irrevocably commits to pay to you, no more than one (1) business
day after receiving certificates representing the Margin Shares, the Exercise
Price by check or wire transfer to an account specified by you.


WARRANT HOLDER:                          BROKER:


-----------------------------------      ---------------------------------------
(Signature)                                          (Name of Firm)

-----------------------------------      ---------------------------------------
(Printed Name and Title)                               (Signature)

                                         ---------------------------------------
                                                      (Printed Name)

                                         ---------------------------------------
                                                          (Title)


<PAGE>   13







                                    EXHIBIT B

                                 SPOUSE CONSENT



                  The undersigned spouse of the Warrant Holder has read,
understands, and hereby approves the Warrant Exercise Agreement between the
Warrant Holder and the Company (the "Agreement"). In consideration of the
Company's granting my spouse the right to purchase the Shares as set forth in
the Agreement, the undersigned hereby agrees to be irrevocably bound by the
Agreement and further agrees that any community property interest shall
similarly be bound by the Agreement. The undersigned hereby appoints the Warrant
Holder as my attorney-in-fact with respect to any amendment or exercise of any
rights under the Agreement.


Date:_____________________                 _____________________________________
                                                     Purchaser's Spouse
         Address:______________________

         ______________________________

         ______________________________