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                                                                     EXHIBIT 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRIC TIONS 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 OR EXEMPTION
THEREFROM. 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.

                            TIVOLI INDUSTRIES, INC.

              Warrant for the Purchase of Shares of Common Stock

No.  _______                                                       12,500 Shares

     FOR VALUE RECEIVED, TIVOLI INDUSTRIES, INC., a California corporation (the
"Company"), with its principal office at 1513 East St. Gertrude Place, Santa
Ana, California 92705, hereby certifies that _____________ ("Holder"), or his
assigns, is entitled, subject to the provisions of this Warrant, to purchase
from the Company, at any time beginning 9:00 a.m. (Pacific Time) _______________
(the "Exercisability Date") and ending 5:00 p.m. (Pacific Time) on the
expiration date of ______________ (the "Expiration Date"), the number of fully
paid and nonassessable shares of Common Stock of the Company set forth above
subject to adjustment as hereinafter provided.

     Holder may purchase such number of shares of Common Stock at a purchase
price per share (as appropriately adjusted pursuant to Section 6 hereof) of
__________________ (the "Exercise Price").  The term "Common Stock" shall mean
the aforementioned Common Stock of the Company, together with any other equity
securities that may be issued by the Company in addition thereto or in
substitution therefor as provided herein.

     The number of shares of Common Stock to be received upon the exercise of
this Warrant and the price to be paid for a share of Common Stock are subject to
adjustment from time to time as hereinafter set forth.  The shares of Common
Stock deliverable upon such exercise, as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares."

     SECTION 1.  EXERCISE OF WARRANT.  This Warrant may be exercised in whole or
in part on any business day beginning on the Exercisability Date and ending on
the Expiration Date by presentation and surrender hereof to the Company at its
principal office at the address set forth in the initial paragraph hereof (or at
such other address as the Company may hereafter notify Holder in writing) with
the Purchase Form annexed hereto duly executed and accompanied

                                       1.
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by proper payment of the Exercise Price in lawful money of the United States of
America in the form of a check, subject to collection, for the number of Warrant
Shares specified in the Purchase Form.  If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant, execute and
deliver a new Warrant evidencing the rights of Holder thereof to purchase the
balance of the Warrant Shares purchasable hereunder.  Upon receipt by the
Company of this Warrant and such Purchase Form, together with proper payment of
the Exercise Price, at such office, Holder shall be deemed to be the holder of
record of the Warrant Shares, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such Warrant
Shares shall not then be actually delivered to Holder.  The Company shall pay
any and all documentary stamp or similar issue or transfer taxes payable in
respect of the issue or delivery of the Warrant Shares.

     SECTION 2.  RESERVATION OF SHARES.  The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant all shares of its Common Stock or other shares of capital stock of the
Company from time to time issuable upon exercise of this Warrant.  All such
shares shall be duly authorized and, when issued upon such exercise in
accordance with the terms of this Warrant, shall be validly issued, fully paid
and nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale (other than as provided in the
Company's articles of incorporation and any restrictions on sale set forth
herein or pursuant to applicable federal and state securities laws) and free and
clear of all preemptive rights.

     SECTION 3.  FRACTIONAL INTEREST.  The Company will not issue a fractional
share of Common Stock upon exercise of a Warrant.  Instead, the Company will
deliver its check for the current market value of the fractional share
determined by multiplying the Current Market Price of a full share by the
fraction and rounding the result to the nearest cent.

     The Current Market Price of a share of Common Stock is the last reported
sales price of the Common Stock on the trading day prior to the exercise date,
as reported by the Nasdaq SmallCap Market, or the primary national securities
exchange on which the Common Stock is then quoted; provided, however, that if
the Common Stock is neither traded on the Nasdaq SmallCap Market nor on a
national securities exchange, the price referred to above shall be the price
reflected in the over-the counter market as reported by the National Quotation
Bureau, Inc. or any organization performing a similar function.

     SECTION 4.  ASSIGNMENT OR LOSS OF WARRANT.

          (A)    Except as provided in Section 9, Holder shall be entitled,
without obtaining the consent of the Company, to assign his interest in this
Warrant in whole or in part to any person or persons. Subject to the provisions
of Section 9, upon surrender of this Warrant to the Company or at the office of
its stock transfer agent or warrant agent, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees named in such instrument of assignment (any such
assignee will then be a "Holder"

                                       2.
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for purposes of this Warrant) and, if Holder's entire interest is not being
assigned, in the name of Holder, and this Warrant shall promptly be canceled.

          (B)    Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of indemnification satisfactory to the Company, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.

     SECTION 5.  RIGHTS OF HOLDER.  Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of Holder are limited to those expressed in this Warrant.
Nothing contained in this Warrant shall be construed as conferring upon Holder
hereof the right to vote or to consent or to receive notice as a stockholder of
the Company on any matters or with respect to any rights whatsoever as a
stockholder of the Company.  No dividends or interest shall be payable or
accrued in respect of this Warrant or the interest represented hereby or the
Warrant Shares purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised in accordance with its terms.

     SECTION 6.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  The number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
beginning of certain events, as follows:

          (A)    Adjustment for Change in Capital Stock. If at any time after
the date hereof the Company:

                 (A)  pays a dividend or makes a distribution on its Common
                      Stock in shares of its Common Stock;

                 (B)  subdivides its outstanding shares of Common Stock into a
                      greater number of shares;

                 (C)  combines its outstanding shares of Common Stock into a
                      smaller number of shares;

                 (D)  makes a distribution on its Common Stock in shares of its
                      capital stock other than Common Stock; or

                 (E)  issues by reclassification of its Common Stock any shares
                      of its capital stock;

then the number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price in effect immediately prior to such action shall
be adjusted so that Holder may receive upon exercise of this Warrant and payment
of the same aggregate consideration the

                                       3.
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number of shares of capital stock of the Company which Holder would have owned
immediately following such action if Holder had exercised this Warrant
immediately prior to such action.

     The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.

          (B)  Minimum Adjustment.  No adjustment in the Exercise Price of this
Section 6 shall be required unless such adjustment would require an increase or
decrease of at least twenty-five cents ($.25) in such Exercise Price; provided,
however, that any adjustments which by reason of this subsection are not
required to be made, shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this Section 6 shall be made to
the nearest cent or to the nearest share, as the case may be.

          (C)  Deferral of Issuance or Payment.  In any case in which an event
covered by this Section 6 shall require that an adjustment in the Exercise Price
be made effective as of a record date, the Company may elect to defer until the
occurrence of such event (i) issuing to Holder, if this Warrant is exercised
after such record date, the shares of Common Stock and other capital stock of
the Company, if any, issuable upon such exercise over and above the shares of
Common Stock or other capital stock of the Company, if any, issuable upon such
exer cise on the basis of the Exercise Price in effect prior to such adjustment,
and (ii) paying to Holder by check any amount in lieu of the issuance of
fractional shares pursuant to Section 3.

          (D)  When No Adjustment Required.  No adjustment need be made for a
change in the par value of the Common Stock.  To the extent this Warrant becomes
exercisable into cash, no adjustment need be made thereafter as to the cash, and
interest will not accrue on the cash.

          (E)  Notice of Certain Actions.  In the event that:

               (A)  the Company shall authorize the issuance to all holders of
its Common Stock of rights, warrants, options or convertible securities to
subscribe for or purchase shares of its Common Stock or of any other
subscription rights, warrants, options or convertible securities; or

               (B)  the Company shall authorize the distribution to all holders
of its Common Stock of evidences of its indebtedness or assets (other than
dividends paid in or distributions of the Company's capital stock for which the
Exercise Price shall have been adjusted pursuant to subsection (a) of this
Section 6 or cash dividends or cash distributions payable out of consolidated
current or retained earnings as shown on the books of the Company and paid in
the ordinary course of business); or

               (C)  the Company shall authorize any capital reorganization or
reclassification of the Common Stock (other than a subdivision or combination of
the outstanding Common Stock and other than a change in par value of the Common
Stock) or of any

                                       4.
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consolidation or merger to which the Company is a party and for which approval
of any stockholders of the Company is required (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or change of the Common Stock outstanding), or of
the conveyance or transfer of the properties and assets of the Company as an
entirety or substantially as an entirety; or

               (D)  the Company is the subject of a voluntary or involuntary
dissolution, liquidation or winding-up procedure; or

               (E)  the Company proposes to take any action that would require
an adjustment of the Exercise Price pursuant to this Section 6;

then the Company shall cause to be mailed by first-class mail to Holder, at
least ten (10) days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date as of which the holders of Common Stock
of record to be entitled to receive any such rights, warrants or distributions
are to be determined, or (y) the date on which any such consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property, if any, deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding-up.

     SECTION 7.  OFFICERS' CERTIFICATE.  Whenever the Exercise Price shall be
adjusted as required by the provisions of Section 6, the Company shall file in
the custody of its Secretary or an Assistant Secretary at its principal office
an officers' certificate showing the adjusted Exercise Price determined as
herein provided, setting forth in reasonable detail the facts requiring such
adjustment and the manner of computing such adjustment.  Each such officers'
certificate shall be signed by the chairperson, president or chief financial
officer of the Company and by the secretary or any assistant secretary of the
Company.  Each such officers' certificate shall be made available at all
reasonable times for inspection by Holder.

     SECTION 8.  RECLASSIFICATION, REORGANIZATION, CONSOLIDATION OR MERGER.  In
the event of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company (other than a subdivision or
combination of the outstanding Common Stock and other than a change in the par
value of the Common Stock) or in the event of any consolidation or merger of the
Company with or into another corporation (other than a merger in which the
Company is the continuing corporation and that does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant) or in the
event of any sale, lease, transfer or conveyance to another corporation of the
property and assets of the Company as an entirety or substantially as an
entirety, the Company shall use its best efforts to cause effective provisions
to be made so that Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property (including cash) receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock that might

                                       5.
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have been received upon exercise of this Warrant immediately prior to such
reclassification, capital reorganization, change, consolidation, merger, sale or
conveyance. Any such provision shall include provisions for adjustments in
respect of such shares of stock and other securities and property that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Warrant.  The foregoing provisions of this Section 8 shall similarly apply
to successive reclassifications, capital reorganizations and changes of shares
of Common Stock and to successive consolidations, mergers, sales or conveyances.
In the event that in connection with any such capital reorganization, or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for, or of, a security of the Company other than
Common Stock, any such issue shall be treated as an issue of Common Stock
covered by the provisions of subsection (a) of Section 6.

     SECTION 9.  TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.  This
Warrant may not be exercised and neither this Warrant nor any of the Warrant
Shares, nor any interest in either, may be offered, sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or disposed of, in
whole or in part, except in compliance with applicable United States federal and
state securities or Blue Sky laws and the terms and conditions hereof.  The
Warrant shall bear a legend in substantially the same form as the legend set
forth on the first page of this Warrant.  Each certificate for Warrant Shares
issued upon exercise of this Warrant, unless at the time of exercise such
Warrant Shares are acquired pursuant to a registration statement that has been
declared effective under the Act, and applicable blue sky laws shall bear a
legend substantially in the following form:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
     SECURITIES LAWS OF ANY STATE. 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 OR
     EXEMPTION THEREFROM. 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.

Any certificate for any Warrant Shares issued at any time in exchange or
substitution for any certificate for any Warrant Shares bearing such legend
(except a new certificate for any Warrant Shares issued after the acquisition of
such Warrant Shares pursuant to a registration statement that has been declared
effective under the Act) shall also bear such legend unless, in the opinion of
counsel for the Company, the Warrant Shares represented thereby need no longer
be subject to the restriction contained herein.  The provision of this Section 9
shall be binding upon all subsequent holders of certificates for Warrant Shares
bearing the above legend and all subsequent holders of this Warrant, if any.

                                       6.
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     SECTION 10.  MODIFICATION AND WAIVER.  Neither this Warrant nor any term
hereof may be changed, waived, discharged or terminated other than by an
instrument in writing signed by the Company and by Holder.

     SECTION 11.  NOTICES.  Any notice, request or other document required or
permitted to be given or delivered to Holder or the Company shall be delivered
or shall be sent by certified mail, postage prepaid, to 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.

     SECTION 12.  DESCRIPTIVE HEADINGS AND GOVERNING LAW.  The description
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, without
regard to its conflicts of laws principles.

     IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed
by its duly authorized officer and to be dated as of _________________ .


                            TIVOLI INDUSTRIES, INC.


                            By:_______________________________________
                                   Terrence C. Walsh
                                   Chief Executive Officer

                                       7.
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                                 PURCHASE FORM

                                                       Dated ___________, 19____

     The undersigned hereby irrevocably elects to exercise the within Warrant
No. __________ to purchase _________ shares of Common Stock and hereby makes
payment of $_____________ in payment of the exercise price thereof.


                                                 _______________________________
                                                 _____________
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                                ASSIGNMENT FORM

                                                         Dated _________, 19____

                                        FOR VALUE RECEIVED, 
________________ hereby sells, assigns and transfers unto 
__________________________________________________ (the "Assignee"),
       (please type or print in block letters)

________________________________________________________________________________
                                          (insert address)
its right to purchase up to _______ shares of Common Stock represented by this
Warrant No. _________________ and does hereby irrevocably constitute and appoint
____________________________  attorney, to transfer the same on the books of the
Company, with full power of substitution in the premises.



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