<PAGE>

                                                                   EXHIBIT 4.04

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE
     144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE
     SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I)
     IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR
     THE SHARES UNDER THE ACT OR (II) IN COMPLIANCE WITH RULE
     144, OR (III) PURSUANT TO AN OPINION OF COUNSEL,
     SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION OR
     COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR
     DISTRIBUTION.

                                                         Warrant No. ___________

                              WARRANT TO PURCHASE

                        66,667 SHARES OF COMMON STOCK OF
                                OPTIVISION, INC.
                         (VOID AFTER JANUARY 30, 2002)

     This certificate that VENTURE LENDING & LEASING, INC., a Maryland
corporation, or assigns (the "Holder"), for value received, is entitled to
purchase from OPTIVISION, INC., a California corporation (the "Company"), Sixty-
six Thousand Six Hundred Sixty-seven (66,667) fully paid and nonassessable
shares of the Company's Common Stock ("Common Stock") at a price of Two and
25/100 Dollars ($2.25) per share (the "Stock Purchase Price") (Pacific time) on
January 30, 2002 (the "Expiration Date"), upon surrender to the Company at its
principal office at 3450 Hillview Avenue, Palo Alto, California 94304 (or at
such other location as the Company may advise Holder in writing) of this Warrant
properly endorsed with the Form of Subscription attached hereto duly filled in
and signed and upon payment in cash or by check of the aggregate Stock Purchase
Price for the number of shares of which this Warrant is being exercised
determined in accordance with the provisions hereof.  The Stock Purchase Price
and the number of shares purchasable hereunder are subject to the adjustment as
provided in Section 4 of this Warrant.

     This Warrant is subject to the following terms and conditions:

     1.  Exercise; Issuance of Certificates; Payment for Shares.
         ------------------------------------------------------

          (a) Unless an election is made pursuant to clause (b) of this Section
1, this Warrant shall be exercisable at the option of the Holder, at any time or
from time to time prior to the earlier of: (i) 30 days prior to the
effectiveness of the Company's first registration statement filed with the
Securities
<PAGE>

and Exchange Commission pursuant to the Securities Act of 1933, or (ii) the
Expiration Date, for all or any portion of the shares of Common Stock (but not
for a fraction of a share) which may be purchased hereunder for the Stock
Purchase Price multiplied by the number of shares to be purchased. The Company
agrees that the shares of Common Stock purchased under this Warrant shall be and
are deemed to be issued to the holder hereof as the record owner of such shares
as of the close of business on the date on which this Warrant shallhave been
surrendered and payment made for such shares. Subject to the provisions of
Section 2, certificates for the shares of Common Stock so purchased, together
with any other securities or property to which the Holder hereof is entitled
upon such exercise, shall be delivered to the Holder hereof by the Company at
the Company's expense within a reasonable time after the rights represented by
this Warrant have been so exercised. Except as provided in clause (b) of this
Section 1, in case of a purchase of less than all the shares which may be
purchased under this Warrant, the Company shall cancel this Warrant and execute
and deliver to the Holder hereof within a reasonable time a new Warrant or
Warrants of like tenor for the balance of the shares purchasable under the
Warrant surrendered upon such purchase. Each stock certificate so delivered
shall be in such denominations of Common Stock as may be requested by the Holder
hereof and shall be registered in the name of such Holder or such other name as
shall be designated by such Holder, subject to the limitations contained in
section 2.

          (b) The Holder, in lieu of exercising this Warrant by the payment of
the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at
any time on or before the Expiration Date, to receive, through conversion of
this Warrant or any portion hereof into that number of shares of Common Stock
equal to the quotient of: (i) the difference between (A) the Per Share Price (as
hereinafter defined) of the Common Stock, less (B) the Stock Purchase Price then
in effect, multiplied by the number of shares of Common Stock the Holder would
otherwise have been entitled to purchase hereunder pursuant to clause (a) of
this Section 1 (or such lesser number of shares as the Holder may designate in
the case of a partial exercise of this Warrant); over (ii) the Per Share Price.

          (c) For purposes of clause (b) of this Section 1, "Per Share Price"
means: (i) if the Company's Common Stock is then listed or admitted to trading
on any national securities exchange or traded on any national market system, the
average of the closing bid and asked prices of the Company's Common Stock as
reported on such exchange or market system for the ten (10) consecutive trading
days prior to the date of the Holder's election to convert hereunder; (ii) if
this Warrant is being converted in conjunction with a public offering of stock,
the price to the public per share pursuant to the offering; or (iii) if no
shares of the Company's Common Stock are listed or admitted

                                       2
<PAGE>

to trading on any national securities exchange or traded on any national market
system, the price per share which the company would obtain from a willing buyer
for shares sold by the Company from authorized but unissued shares as such price
shall be agreed upon by the Holder and the Company or, if agreement cannot be
reached within ten (10) business days of the Holder's election hereunder, as
such price shall be determined by a panel of three (3) appraisers, one (1) to be
chosen by the Company, one (1) to be chosen by the Holder and the third to be
chosen by the first two (2) appraisers. If the appraisers cannot reach agreement
within 30 days of the Holder's election hereunder, then each appraiser shall
deliver its appraisal and the appraisal which is neither the highest nor the
lowest shall constitute the Per Share Price. In the event either party fails to
choose an appraiser within 30 days of the Holder's election hereunder, then the
appraisal of the sole appraiser shall constitute the Per Share Price. Each party
shall bear the cost of the appraiser selected by such party and the cost of the
third appraiser shall be borne one-half by each party. In the event either party
fails to choose an appraiser, the cost of the sole appraiser shall be borne one-
half by each party.

     2.   Limitation on Transfer.
          ----------------------

          (a) This Warrant and the Common Stock shall not be transferable except
upon the conditions specified in this Section 2, which conditions are intended
to insure compliance with the provisions of the Securities Act. Each holder of
this Warrant or the Common Stock issuable hereunder will cause any proposed
transferee of the Warrant or Common Stock to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this
Section 2.

          (b) Each certificate representing this Warrant or the Common Stock
shall (unless otherwise permitted by the provisions of 'this Section 2 or unless
such securities have been registered under the Securities Act or sold under Rule
144) be stamped or otherwise imprinted with a legend substantially in the form
set forth on the face of this Warrant.

          (c) The Holder of this Warrant and each person to whom this Warrant is
subsequently transferred represents and warrants to the Company (by acceptance
of such transfer) that it will not transfer the Warrant (or securities issuable
upon exercise hereof unless a registration statement under the Securities Act
was in effect with respect to such securities at the time of issuance thereof)
except pursuant to (i) an effective registration statement under the Securities
Act, (ii) Rule 144 under the Securities Act (or any similar rule under the
Securities Act relating to the disposition of securities), or (iii) an opinion
of counsel, reasonably satisfactory to counsel for the Company, that an
exemption from such registration is available.

                                       3
<PAGE>

     3.   Shares to be Fully Paid; Reservation of Shares.  The Company covenants
          ----------------------------------------------
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be duly
authorized, validly issued; fully paid and nonassessable and free from all
preemptive rights of any shareholder and free of all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved, for the
purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of shares of authorized but unissued Common
Stock, or other securities and property, when and as required to provide for the
exercise of the rights represented by this Warrant. The Company will take all
such action as may be necessary to assure that such shares of Common Stock may
be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange upon
which the Common Stock may be listed. The Company will not take any action which
would result in any adjustment of the Stock Purchase Price (as defined in
Section 4 hereof) if the total number of shares of Common Stock issuable after
such action upon exercise of all outstanding warrants, together with all shares
of Common Stock then outstanding and all shares of Common Stock then issuable
upon exercise of all options and upon the conversion of all convertible
securities then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Articles of Incorporation.

     4.   Adjustment of Stock Purchase Price Number of Shares.  The Stock
          ---------------------------------------------------
Purchase Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 4. Upon each adjustment of the Stock
Purchase Price, the Holder of this Warrant shall thereafter be entitled to
purchase, at the Stock Purchase Price resulting from such adjustment, the number
of shares obtained by multiplying the Stock Purchase Price in effect immediately
prior to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment, and dividing the product thereof by the
Stock Purchase Price resulting from such adjustment.

          4.1  Subdivision or combination of Stock.  In case the Company shall
               -----------------------------------
at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Stock Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Stock Purchase Price in effect

                                       4
<PAGE>

immediately prior to such combination shall be proportionately increased.

          4.2  Dividends in Preferred Stock, Other Stock. Property,
               ----------------------------------------------------
Reclassification.  If at any time or from time to time the holders of Common
----------------
Stock (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,

               (a) by way of dividend or other distribution, any shares of
stock or other securities, whether or not such securities are at any time
directly or indirectly convertible into or exchangeable for common Stock, or any
rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing, or

               (b) any cash paid or payable otherwise than as a cash dividend,
or

               (c) additional stock or other securities or property (including
cash) by way of spinoff, split-up, reclassification, combination of shares or
similar corporate rearrangement, (other than shares of Common Stock issued as a
stock split, adjustments in respect of which shall be covered by the terms of
Section 4.1 above), then and in each such case, the Holder hereof shall, upon
the exercise of this Warrant, be entitled to receive, in addition to the number
of shares of Common Stock receivable thereupon, and without payment of any
additional consideration therefore, the amount of stock and other securities and
property (including cash in the cases referred to in clauses (b) and (c) above)
which such Holder would hold on the date of such exercise had he been the holder
of record of such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such shares and/or all other additional
stock and other securities and property.

          4.3  Reorganization, Reclassification, Consolidation, Merger or Sale.
               ---------------------------------------------------------------
If any capital reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation, or other
reorganization, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provisions
shall be made whereby the holder hereof shall thereafter have the right to
purchase and receive (in lieu of the shares of the Common Stock of the Company
immediately theretofore purchasable

                                       5
<PAGE>

and receivable upon the exercise of the rights represented hereby) such shares
of stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby. In any such case,
appropriate provision shall be made with respect to the rights and interests of
the holder of this Warrant to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Stock Purchase Price and
of the number of shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be possible, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof.

          4.4  Sale or Issuance Below Purchase Price.  If the Company shall at
               -------------------------------------
any time or from time to time issue or sell any of its Common Stock, Preferred
Stock, options to acquire (or rights to acquire such options), or any other
securities convertible into or exercisable for Common Stock, for a consideration
per share less than the Stock Purchase Price in effect immediately prior to the
time of such issue or sale, the Stock Purchase Price then in effect and then
applicable for any subsequent period or periods shall be adjusted to a price
determined by dividing (i) an amount equal to the sum of (x) the number of
shares of Common Stock outstanding immediately prior to such issue or sale
multiplied by the Stock Purchase Price then in effect and (y) the consideration,
if any, received by the Company upon such issue or sale, by (ii) the total
number of shares of Common Stock outstanding immediately after such issue or
sale.  For purposes of this Section 4.4, all shares of Common Stock issuable
upon the exercise and/or conversion of all outstanding warrants (including this
Warrant), options and convertible securities shall be deemed to be outstanding.
The foregoing notwithstanding, no adjustment shall be made pursuant to this
Section 4.4 on account of a given sale to the extent that (a) the Stock Purchase
Price is adjusted pursuant to any other Section of this Warrant or (b) the
conversion price of the Preferred Stock is decreased pursuant to the terms
thereof.

          4.5  Notice of Adjustment.  Upon any adjustment of the Stock Purchase
               --------------------
Price, and/or any increase or decrease in the number of shares purchasable upon
the exercise of this Warrant the Company shall give written notice thereof, by
first class mail, postage prepaid, addressed to the registered holder of this
Warrant at the address of such holder as shown on the books of the Company.  The
notice shall be signed by the Company's chief financial officer and shall state
the Stock Purchase Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the
exercise of this Warrant, setting forth in reasonable detail the

                                       6
<PAGE>

method of calculation and the facts upon which such calculation is based.

          4.6  Other Notices.  If at any time:
               -------------

               (a) the Company shall declare any cash dividend upon any of its
stock;

               (b) the Company shall declare any dividend upon its stock payable
in stock, or make any special dividend or other distribution to the holders of
its stock;

               (c) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;

               (d) there shall be any capital reorganization or reclassification
of the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another corporation;

               (e) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or

               (f) the Company shall take or propose to take any other action,
notice of which is actually provided to holders of the Common Stock;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the holder of this Warrant at the address of
such holder as shown on the books of the Company, (i) at least twenty (20) day's
prior written notice of the date on which the books of the Company shall close
or a record shall be taken for establishing the right to receive such dividend,
distribution or subscription rights, and (ii) with respect to any other action,
notice of which is given to holders of the Common Stock, at the same time such
notice as is actually provided to such holders.  Any notice given in accordance
with the foregoing clause (i) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the holders of
stock shall be entitled thereto.  Any notice given in accordance with the
foregoing clause (ii) shall, if applicable, also specify the date on which the
holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon any reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, or other action as the case may be.

     5.   Issue Tax.  The issuance of certificates for shares of Preferred Stock
          ---------
upon the exercise of the Warrant shall be made without charge to the Holder of
the Warrant for any issue tax in respect thereof; provided, however, that the
Company shall not be

                                       7
<PAGE>

required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
then Holder of the Warrant being exercised.

     6.   Closing of Books.  The company will at no time close its transfer
          ----------------
books against the transfer of any Warrant or of any shares of Common Stock
issued or issuable upon the exercise of any warrant in any manner which
interferes with the timely exercise of this Warrant.

     7.   No Voting or Dividend Rights; Limitation of Liability.  Nothing
          -----------------------------------------------------
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to consent as a shareholder in respect of meetings
of shareholders for the election of directors of the Company or any other
matters or any rights whatsoever as a shareholder of the Company.  No dividends
or interest shall be payable or accrued in respect of this Warrant or the
interest represented hereby or the shares purchasable hereunder until, and only
to the extent that, this Warrant shall have been exercised.  No provisions
hereof, in the absence of affirmative action by the holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Stock
Purchase Price or as a shareholder of the Company, whether such liability is
asserted by the Company or by its creditors.

     8.   Registration , Rights.  The Company hereby grants to the Holder, with
          ---------------------
respect to the shares of Common Stock issuable hereunder, the piggyback
registration rights identical to those set forth in that certain Registration
Rights Agreement dated as of July 27, 1995 among the Company and ADC.  The
Company shall take such action as may be reasonably necessary to assure that the
granting of such registration rights to the Holder does not violate or conflict
with the provisions of the aforementioned agreement, any of the Company's
charter documents, or the rights of prior grantees of registration rights.

     9.   Rights and Obligations Survive Exercise of Warrant.  The, rights and
          --------------------------------------------------
obligations of the Company, of the Holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant, contained in
Sections 6, 8 and 9 shall survive the exercise of this Warrant.

     10.  Modification and Waiver.  This Warrant and any provision hereof may be
          -----------------------
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

     11.  Notices.  Any notice, request or other document required or permitted
          -------
to be given or delivered to the holder

                                       8
<PAGE>

hereof or the Company shall be deemed to have been given (i) upon receipt if
delivered personally or by courier, (ii) upon confirmation of receipt if by
telecopy, or (iii) three business days after deposit in the U.S. mail, with
postage prepaid and certified or registered, to each such holder at its address
as shown on the books of the Company or to the Company at the address indicated
therefor in the first paragraph of this Warrant.

     12.  Binding Effect on Successors.  This Warrant shall be binding upon any
          ----------------------------
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.  All of the obligations of the
Company relating to the Common Stock issuable upon the exercise of this Warrant
shall survive the exercise and termination of this Warrant.  All of the
covenants and agreements of the Company shall inure to the benefit of the
successors and assign of the holder hereof.  The Company will, at the time of
the exercise of this Warrant, in whole or in part, upon request of the Holder
hereof but at the Company's expense, acknowledge in writing its continuing
obligation to the Holder hereof in respect of any rights (including, without
limitation, any right to registration of the shares of Common Stock) to which
the holder hereof shall continue to be entitled after such exercise in
accordance with this Warrant; provided, that the failure of the holder hereof to
make any such request shall not affect the continuing obligation of the Company
to the Holder hereof in respect of such rights.

     13.  Descriptive Headings and Governing Law.  The descriptive headings of
          --------------------------------------
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.  This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California.

     14.  Lost Warrants or Stock Certificates.  The Company represents and
          -----------------------------------
warrants to the Holder hereof that upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
any Warrant or stock certificate and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant or stock certificate, the Company at its expense will make and
deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Warrant or stock certificate.

     15.  Fractional Shares.  No fractional shares shall be issued upon exercise
          -----------------
of this warrant.  The Company shall, in lieu of issuing any fractional share,
pay the holder entitled to such

                                       9
<PAGE>

fraction a sum in cash equal to such fraction multiplied by the then effective
Stock Purchase Price.

     17.  Representations of Holder.  With respect to this Warrant, Holder
          -------------------------
represents and warrants to the Company as follows:

          17.1  Experience.  It is experienced in evaluating and investing in
                ----------
companies engaged in businesses similar to that of the Company; it understands
that investment in the Warrant involves substantial risks; it has made detailed
inquiries concerning the Company, its business and services, its officers and
its personnel; the officers of the Company have made available to Holder any and
all written information it has requested; the officers of the Company have
answered to Holder's satisfaction all inquiries made by it; in making this
investment it has relied upon information made available to it by the Company;
and it has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of investment in the Company
and it is able to bear the economic risk of that investment.

          17.2  Investment.  It is acquiring the Warrant for investment for its
                ----------
own account and not with a view to, or for resale in connection with, any
distribution thereof.  It understands that the Warrant, the shares of Common
Stock issuable upon exercise thereof, have not been registered under the
Securities Act of 1933, as amended, nor qualified under applicable state
securities laws.

          17.3  Rule 144.  It acknowledges that the Warrant and the Common Stock
                --------
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available.  It has been
advised or is aware of the provisions of Rule 144 promulgated under the
Securities Act.

          17.4  Access to Data.  It has had an opportunity to discuss the
                --------------
Company's business, management and financial affairs with the Company's
management and has had the opportunity to inspect the Company's facilities.

     18.  Additional Representations and Covenants of the Company.  The Company
          -------------------------------------------------------
hereby represents, warrants and agrees as follows:

          18.1  Corporate Power.  The Company has all requisite corporate power
                ---------------
and corporate authority to issue this Warrant and to carry out and perform its
obligations hereunder.

          18.2  Authorization.  All corporate action on the part of the Company,
                -------------
its directors and shareholders necessary for the

                                      10
<PAGE>

authorization, execution, delivery and performance by the Company of this has
been taken. This Warrant is a valid and binding obligation of the company,
enforceable in accordance with its terms.

          18.3  Offering.  Subject in part to the truth and accuracy of Holder's
                --------
representations set forth in Section 17 hereof, the offer, issuance and sale of
the Warrant is, and the issuance of Common Stock upon exercise of the Warrant
will be exempt from the registration requirements of the Securities Agreement,
and are exempt from the qualification requirements of any applicable state
securities laws; and neither the company nor anyone acting on its behalf will
take any action hereafter that would cause the loss of such exemptions.

          18.4  Stock Issuance.  Upon exercise of the Warrant, the Company will
                --------------
use its best efforts to cause stock certificates representing the shares of
Common Stock purchased pursuant to the exercise to be issued in the individual
names of Holder, its nominees or assignees, as appropriate at the time of such
exercise.

          18.5  Articles and By-Laws.  The Company has provided Holder with true
                --------------------
and complete copies of the Company's Articles or Certificate of Incorporation,
By-Laws, and each Certificate of Determination or other charter document
setting, forth any rights, preferences and privileges of Company's capital
stock, each as amended and in effect on the date of issuance of this Warrant. .

          18.6  Financial and Other Reports.  From time to time up to the
                ---------------------------
earlier of the Expiration Date or the complete exercise of this Warrant, the
Company shall furnish to Holder (i) within 120 days after the close of each
fiscal year of the Company an audited balance sheet and statement of changes in
financial position at and as of the end of such fiscal year, together with an
audited statement of income for such fiscal year; (ii) within 45 days after the
close of each fiscal quarter of the Company, an unaudited balance sheet and
statement of cash flows at and as of the end of such quarter, together with an
unaudited statement of, income for such quarter; and (iii) promptly after
sending, copies of all reports, proxy statements, and financial statements that
the Company sends to its shareholders.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its officers, thereunto duly authorized as of this 30th day of January, 1997.

OPTIVISION, INC.



By: /s/ James S. Tyler
    -------------------------------
    James S. Tyler, President

                                      11
<PAGE>

                              FORM OF SUBSCRIPTION
                              --------------------

(To be signed only upon exercise of Warrant)

To:  ___________________________

     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________________________ (_________) (1) shares of Common
stock of ___________________________________________ and herewith makes payment
of ______________________________________________ Dollars ($__________)
therefor, and requests that the certificates for such shares be issued in the
name of, and delivered to, ______________________________________, whose address
is __________________________________________.

     The undersigned represents that it is acquiring such Common Stock for its
own account for investment and not with a view to or for sale in connection with
any distribution thereof (subject, however, to any requirement of law that the
disposition thereof shall at all times be within its control.

     DATED:  ____________________________


                         ______________________________________________________

                         (Signature must conform in all respects to name of
                         holder as specified on the face of the Warrant)


                         _______________________________________________________

                         _______________________________________________________
                                               (Address)

_______________
(1)  Insert here the number of shares called for on the face of the Warrant (or,
     in the case of a partial exercise, the portion thereof as to which the
     Warrant is being exercised), in either case without making any adjustment
     for additional Common Stock or any other stock or other securities or
     property or cash which, pursuant to the adjustment provisions of the
     Warrant, may be deliverable upon exercise.

                                      12
<PAGE>

                                  ASSIGNMENT
                                  ----------

     FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant,
hereby sells, assigns and transfers all of the rights of the undersigned under
the within Warrant, with respect to the number of shares of Common Stock covered
thereby set forth hereinbelow, unto:


Name of Assignee                   Address                       No. of Shares
----------------                   -------                       -------------



Dated:  ________________________________



                              __________________________________________________
                              (Signature must conform in all respects to name of
                              holder as specified on the face of the Warrant)

                                      13