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                                                                       Exhibit A

                                                                     EXHIBIT 4.4


                          [FORM OF WARRANT CERTIFICATE]


                    EXERCISABLE ON OR AFTER DECEMBER 18, 2000
            VOID AFTER 5:00 P.M., NEW YORK CITY TIME ON MAY 18, 2002
W________________                                          ____________ Warrants

                      AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                   WARRANTS TO PURCHASE SHARES OF COMMON STOCK

         THIS CERTIFIES THAT, FOR VALUE RECEIVED _______________________, or
his, her or its registered assigns, is the registered holder of the number of
Warrants (the "Warrants") set forth above. Each Warrant entitles the holder
thereof to purchase from American Bank Note Holographics, Inc., a corporation
incorporated under the laws of the State of Delaware (the "Company"), subject to
the terms and conditions set forth hereinafter and in the Warrant Agreement
hereinafter referred to, one fully paid and nonassessable share of Common Stock,
$0.01 par value per share, of the Company (the "Common Stock"). Subject to the
provisions of the Warrant Agreement, the Warrants may be exercised at any time
or from time to time on or after December 18, 2000 (the "Commencement Date") and
must be exercised before 5:00 P.M., New York City time, on May 18, 2002 (the
"Exercise Deadline"). Upon the Exercise Deadline, all rights evidenced by the
Warrants shall cease and the Warrants shall become void, and the holders thereof
shall have no rights thereunder. Subject to the provisions of the Warrant
Agreement, the holder of each Warrant shall have the right to purchase from the
Company until the Exercise Deadline (and the Company shall issue and sell to
such holder of a Warrant) one fully paid and nonassessable share of Common Stock
(a "Warrant Share") at an exercise price (the "Exercise Price") of $6.00 upon
surrender of this Warrant Certificate to the Company at the office of the
Warrant Agent (as defined in the Warrant Agreement) designated by the Warrant
Agent for such purpose with the form of election to purchase appearing on this
Warrant Certificate duly completed and signed, together with payment of the
Exercise Price in cash or certified or official bank check payable to the order
of the Warrant Agent

         The Exercise Price or number of Warrant Shares for which the Warrants
are exercisable are subject to change or adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.

         REFERENCE IS MADE TO THE PROVISIONS OF THIS WARRANT CERTIFICATE SET
FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS
CERTIFICATE.

         This Warrant shall be governed by and construed in accordance with the
laws of the State of Delaware.




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         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed by its duly authorized officers.

Dated:                                     AMERICAN BANK NOTE HOLOGRAPHICS, INC.

                                           By:
                                              ------------------------------
                                              Name:
                                              Title:

ATTEST:

By:
   -------------------------

Countersigned:

AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent

By:
   ------------------------------
   Name:
   Title:



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                                 [REVERSE SIDE]

         This Warrant Certificate is subject to all of the terms and conditions
of the Warrant Agreement, dated as of December 18, 2000 (the "Warrant
Agreement"), between the Company and the Warrant Agent, to all of which terms
and conditions the registered holder of the Warrant consents by acceptance
hereof. The Warrant Agreement is incorporated herein by reference and made a
part hereof and reference is made to the Warrant Agreement for a full
description of the rights, limitations of rights, obligations, duties and
immunities of the Warrant Agent, the Company and the registered holders of
Warrant Certificates. Copies of the Warrant Agreement are available for
inspection at the principal office of the Warrant Agent or may be obtained upon
written request addressed to the Warrant Agent at its principal stockholder
services office in 59 Maiden Lane, Plaza Level, New York, NY 10038 or may be
obtained upon written request addressed to the Company at 399 Executive
Boulevard, Elmsford, NY 10523, Attn: Chief Financial Officer.

         The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractional shares, but shall make
adjustment therefor in cash on the basis of the current market value of any
fractional interest as provided in the Warrant Agreement.

         This Warrant Certificate may be exchanged or transferred, at the option
of the holder, upon presentation and surrender hereof to the Warrant Agent, for
other Warrant Certificates of different denominations, entitling the holder
hereof to purchase in the aggregate the same number of Warrant Shares. If the
Warrants evidenced by this Warrant Certificate shall be exercised in part, the
holder hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Certificates evidencing the number of Warrants not so exercised.

         The holder of this Warrant Certificate shall not, by virtue hereof, be
entitled to any of the rights of a stockholder in the Company, either at law or
in equity, including, without limitation, the right to vote, to receive
dividends and other distributions, or to attend or receive any notice of
meetings of stockholders or any other proceedings of the Company, and the rights
of the holder are limited to those expressed in the Warrant Agreement.

         If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Company's Common Stock are
closed for any purpose, the Company shall not be required to make delivery of
certificates for shares purchasable upon such transfer until the date of the
reopening of said transfer books.

         Every holder of this Warrant Certificate, by accepting the same,
consents and agrees with the Company, the Warrant Agent and with every other
holder of a Warrant Certificate that:

         (a) this Warrant Certificate is transferable on the registry books of
         the Warrant Agent only upon the terms and conditions set forth in the
         Warrant Agreement and

         (b) the Company and the Warrant Agent may deem and treat the person in
         whose name this Warrant Certificate is registered as the absolute owner
         hereof (notwithstanding any notation of ownership or other writing
         hereon made by anyone other than the Company


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         or the Warrant Agent) for all purposes whatever and neither the Company
         nor the Warrant Agent shall be affected by any notice to the contrary.

         This Warrant Certificate shall not be valid or enforceable for any
purpose until it shall have been countersigned by the Warrant Agent.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM =  as tenants in common

         TEN ENT =  as tenants by the entireties

         JT TEN =  as joint tenants with right of survivorship and not as
                   tenants in common

         COM PROP =  as community property

         UNIF GIFT MIN ACT =  ________________ Custodian ________________
                                 (Custodian)                  (Minor)

         under Uniform Gifts to Minors Act ____________________________
                                                    (State)

         Additional abbreviations may also be used though not in the above list.



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                                  PURCHASE FORM

                                                  Dated: ________________, 20___

         The undersigned hereby irrevocably exercises this Warrant to purchase
__________ shares of Common Stock and herewith makes payment of $__________ in
payment of the Exercise Price thereof on the terms and conditions specified in
this Warrant Certificate, surrenders this Warrant Certificate and all right,
title and interest herein to the Company and directs that the Warrant Shares
deliverable upon the exercise of such Warrants be registered in the name and at
the address specified below and delivered thereto.

Name:
     ---------------------------------------------------------------
                            (Please Print)

Address:
        ------------------------------------------------------------

City, State and Zip Code:
                         -------------------------------------------

Taxpayer Identification or Social Security Number:
                                                  ------------------

Signature
         -----------------------------------------

If such number of Warrant Shares is less than the aggregate number of Warrant
Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the balance of such Warrant Shares to be registered in
the name and at the address specified below and delivered thereto.

Name:
     ---------------------------------------------------------------
                            (Please Print)
Address:
        ------------------------------------------------------------

City, State and Zip Code:
                         -------------------------------------------

Taxpayer Identification or Social Security Number:
                                                  ------------------

Signature
         -----------------------------------------

NOTE:      The above signature must correspond with the name as written upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever. If the certificate representing the
Warrant Shares or any Warrant Certificate representing Warrants not exercised is
to be registered in a name other than that in which this Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.

Signature Guaranteed:

-------------------------------------

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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15





















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WARRANT ASSIGNMENT FORM

         FOR VALUE RECEIVED ___________________________________ hereby sells,
assigns and transfers to:

Name:
     ---------------------------------------------------------------
                            (Please Print)

Address:
        ------------------------------------------------------------

City, State and Zip Code:
                         -------------------------------------------


Taxpayer Identification or Social Security Number:
                                                  ------------------

the right to purchase up to _____________________ Warrant Shares represented by
this Warrant and does hereby irrevocably constitute and appoint
____________________________________ Attorney-in-fact to transfer said Warrant
on the behalf of the Company, with full power of substitution in the premises.

         Dated:
               ---------------------

                                                Signature of registered holder
         --------------------------------------

NOTE:      The above signature must correspond with the name as written upon
the face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

         Signatures Guaranteed:

         -------------------------------------------------

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15






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