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                                                                     Exhibit 4.1

                                     WARRANT


NEITHER THE WARRANTS EVIDENCED HEREBY NOR ANY SHARES ISSUABLE UPON CONVERSION OF
THE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.

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

No. ___




                               WARRANT CERTIFICATE

         This Warrant Certificate, dated as of this 4th day of October, 2002,
certifies that, for value received, __________ (the "Holder"), is the registered
holder of warrants (the "Warrants") to purchase, at any time or from time to
time after the Exercisability Date until 5:00 P.M. New York time, on October 4,
2009, up to ______ fully-paid and non-assessable shares (subject to adjustment
in certain events) of common stock, $.0l par value ("Common Stock"), of SAND
VIDEO, INC., a Delaware corporation (the "Company"), at the exercise price per
share of $0.01, subject to adjustment in certain events (the "Exercise Price"),
upon surrender of this Warrant Certificate, together with the attached Form of
Election to Purchase duly executed and payment of the Exercise Price at the
principal office of the Company, but subject to the terms and conditions set
forth herein and in the Warrant Agreement dated as of October 4, 2002 between
the Company and the Holder (the "Warrant Agreement"). Payment of the Exercise
Price shall be made, at the option of the Holder (i) in cash, (ii) by certified
or bank check or by wire transfer payable to the order of the Company or (iii)
on a net basis, such that without the exchange of any funds, the Holder receives
that number of Warrant Shares that would otherwise be issuable upon a cash
exercise of this Warrant less that number of Warrant Shares having a current
market price (as defined in paragraph 3(b) of the Warrant Agreement) equal to
the aggregate Exercise Price that would otherwise have been paid by such holder
for the number of Warrant Shares with respect to which this Warrant is being
exercised.

         The Warrants evidenced by this Warrant Certificate may be exercised at
such times and in such amounts as are provided for in the Warrant Agreement.
Each Warrant not exercised on or prior to October 4, 2009 shall become invalid
and all rights hereunder, and all rights in respect thereof under the Warrant
Agreement, shall cease as of such time.

         The Warrants evidenced by this Warrant Certificate are issued pursuant
to the Warrant Agreement, which Warrant Agreement is hereby incorporated by
reference in and made

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a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder(s) hereof upon written request directed
to the Company.

         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 exercise of the Warrants may, subject to certain
conditions, be adjusted.

         Upon due presentment for registration of transfer of this Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate the right to
purchase a like number of shares of Common Stock as are issuable upon exercise
hereof 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 therewith which is not payable by the Company pursuant to
paragraph 7 of the Warrant Agreement.

         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 numbered 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, subject to the provisions of Section 4(c) of the Warrant Agreement.

         All terms used in this Warrant Certificate which are not defined herein
and are defined in the Warrant Agreement shall have the respective meanings
assigned to them in the Warrant Agreement.

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

                                          SAND VIDEO, INC.



                                          By:
                                              ----------------------------------
                                              Name:  Peter D. Besen
                                              Title: President

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                               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 ____________________________________, whose address is
_____________________________________, 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)

<PAGE>

                          FORM OF ELECTION TO PURCHASE

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ____________shares of
Common Stock and herewith tenders payment for such shares, to the order of SAND
VIDEO, INC., in the amount of $__________ and the other documents required by
Section 3(a) of the Warrant Agreement in accordance with the terms of the
Warrant Agreement.

         The undersigned requests that a certificate for such shares of Common
Stock 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)