<PAGE>

                                                                     Exhibit 4.2

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT OR AN  OPINION  OF
COUNSEL REASONABLY  SATISFACTORY TO NUTECH DIGITAL,  INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.

                                    Right to  Purchase  ______  Shares of Common
                                    Stock of NuTech  Digital,  Inc.  (subject to
                                    adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2004-__                                        Issue Date:  January __, 2004


         NUTECH  DIGITAL,  INC., a corporation  organized  under the laws of the
State of California (the "Company"),  hereby certifies that, for value received,
_________,  or assigns (the  "Holder"),  is  entitled,  subject to the terms set
forth below,  to purchase from the Company from and after the Issue Date of this
Warrant and at any time or from time to time  before  5:00 p.m.,  New York time,
through ten (10) years after such date (the "Expiration  Date"),  up to ________
fully  paid and  nonassessable  shares of Common  Stock,  no par  value,  of the
Company,  at the Exercise Price (as defined below).  The number and character of
such shares of Common Stock and the Exercise  Price are subject to adjustment as
provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include  NuTech  Digital,  Inc. and any
corporation  which shall succeed or assume the  obligations  of NuTech  Digital,
Inc. hereunder.

         (b) The term "Common Stock" includes (x) the Company's Common Stock, no
par value per share, and (y) any other securities into which or for which any of
the securities described in (x) may be converted or exchanged pursuant to a plan
of recapitalization, reorganization, merger, sale of assets or otherwise.

         (c) The term "Other  Securities" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.



                                       19
<PAGE>

         (d) The term  "Exercise  Price"  shall be $0.75 per  share,  subject to
adjustment pursuant to Section 4.

         1. Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be
entitled to receive,  upon exercise of this Warrant in whole or in part,  shares
of Common Stock of the Company,  subject to adjustment pursuant to Section 4, by
delivery of an original or fax copy of the exercise  notice  attached  hereto as
Exhibit A (the  "Exercise  Notice")  along with  payment  to the  Company of the
Exercise Price.

         2. Procedure for Exercise.

                  2.1  Delivery of Stock  Certificates,  etc. on  Exercise.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant  shall be deemed to be issued to the Holder as the record  owner of such
shares as of the close of business on the date on which both the Exercise Notice
and payment have been made for such  shares.  As soon as  practicable  after the
exercise of this Warrant in full or in part,  and in any event within 3 business
days thereafter,  the Company at its expense (including the payment by it of any
applicable  issue taxes) will cause to be issued in the name of and delivered to
the Holder,  or as such Holder  (upon  payment by such holder of any  applicable
transfer  taxes) may direct in compliance  with  applicable  securities  laws, a
certificate or  certificates  for the number of duly and validly  issued,  fully
paid and  nonassessable  shares of Common Stock (or Other  Securities)  to which
such Holder shall be entitled on such exercise.

                  2.2.     Exercise.

                  Payment may be made either in cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise  Price for the number of Common Shares  specified in such form (as such
exercise  number shall be adjusted to reflect any adjustment in the total number
of shares of Common Stock  issuable to the holder per the terms of this Warrant)
and the  Holder  shall  thereupon  be  entitled  to  receive  the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock
(or Other Securities) determined as provided herein.

         3. Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b) consolidate  with or merge into any other person or entity,  or (c) transfer
all or  substantially  all of its  properties  or assets to any other  person or
entity  under  any plan or  arrangement  contemplating  the  dissolution  of the
Company,  then, in each such case, as a condition to the  consummation of such a
transaction,  proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant,  on the exercise  hereof as provided in Section 1 at
any time after the consummation of such reorganization,  consolidation or merger
or the effective date of such dissolution, as the case may be, shall receive, in
lieu of the Common Stock (or Other  Securities)  issuable on such exercise prior
to such  consummation or such effective date, the stock and other securities and
property  (including  cash) to which such Holder would have been  entitled  upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so  exercised  this  Warrant,  immediately  prior  thereto,  all
subject to further adjustment thereafter as provided in Section 4.



                                       20
<PAGE>

                  3.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the  Holder of the  Warrant  after the
effective  date of such  dissolution  pursuant to Section 3.1 to a bank or trust
company  having its principal  office in New York, NY, as trustee for the Holder
of the Warrant.

                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as contemplated by Section 3.2.

         4. Adjustments for Stock Splits,  Combinations,  etc. In the event that
the Company shall (a) issue additional  shares of the Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.



                                       21
<PAGE>

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

         6.  Reservation of Stock  Issuable on Exercise of Warrant.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the  exercise of the Warrant,  shares of Common  Stock (or Other  Securities)
from time to time issuable on the exercise of the Warrant.

         7.  Assignment;   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor")  with respect to
any or all of the shares underlying this Warrant.  On the surrender for exchange
of this  Warrant,  with the  Transferor's  endorsement  in the form of Exhibit B
attached hereto (the "Transferor  Endorsement  Form") and together with evidence
reasonably satisfactory to the Company demonstrating  compliance with applicable
securities laws, which shall include,  without limitation,  a legal opinion from
the  Transferor's  counsel  that such  transfer is exempt from the  registration
requirements of applicable  securities laws, the Company at its expense but with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  Registration  Rights.  The Holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth in a Common  Stock  Purchase  Agreement  entered  into by the  Company and
Purchaser  of the  Company's  Common Stock at or prior to the issue date of this
Warrant.



                                       22
<PAGE>

         10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Subject to the foregoing,  the Holder shall not be limited to
aggregate exercises which would result in the issuance of more than 4.99%.

         11. Warrant Agent. The Company may, by written notice to each holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

         12. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. Notices, etc. All notices and other communications from the Company
to the  Holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

         14.  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         15.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of  California  without  regard to  principles of conflicts of
laws.  Any action  brought  concerning  the  transactions  contemplated  by this
Warrant  shall be  brought  only in the  state  courts of  California  or in the
federal  courts located in the state of California.  The  individuals  executing
this  Warrant on behalf of the Company  agree to submit to the  jurisdiction  of
such courts and waive trial by jury. The  prevailing  party shall be entitled to
recover from the other party its reasonable  attorney's  fees and costs.  In the


                                       23
<PAGE>

event that any provision of this Warrant is invalid or  unenforceable  under any
applicable  statute  or  rule  of law,  then  such  provision  shall  be  deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified to conform with such statute or rule of law. Any such  provision  which
may prove invalid or  unenforceable  under any law shall not affect the validity
or enforceability  of any other provision of this Warrant.  The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision. The Company acknowledges that legal counsel participated in the
preparation  of  this  Warrant  and,  therefore,  stipulates  that  the  rule of
construction  that  ambiguities  are to be resolved  against the drafting  party
shall not be applied in the  interpretation  of this  Warrant to favor any party
against the other party.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>



         IN WITNESS WHEREOF, the Company has executed this Warrant under seal as
of the date first written above.

                                            NUTECH DIGITAL, INC.



                                            By:________________________




Witness:


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



<PAGE>

                                    Exhibit A

                                 EXERCISE NOTICE
                   (To be signed only on exercise of Warrant)

TO:  NuTech Digital, Inc.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

         ________ shares of the Common Stock covered by such Warrant; or

         the maximum  number of shares of Common  Stock  covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.


The  undersigned  herewith  makes  payment of the full  Exercise  Price for such
shares  at the  price  per  share  provided  for in such  Warrant,  which  is an
aggregate of $___________.


The undersigned  requests that the certificates for such shares be issued in the
name   of,   and   delivered   to   ____________________    whose   address   is
______________________________________ ____________________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________
                                    --------------------------------------------
                                    (Signature must conform to name of holder as
                                    specified   on  the  face  of  the  Warrant)

                                    -------------------------------------
                                    (Address)

                                       26
<PAGE>




                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of NuTech  Digital,  Inc.  to which the  within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
NuTech Digital, Inc. with full power of substitution in the premises.

<TABLE>
<CAPTION>
======================================== ===================================== =====================================
                                          Percentage                                          Number
              Transferees                 Transferred                                      Transferred
---------------------------------------- ------------------------------------- -------------------------------------
<S>                                      <C>                                   <C>

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


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


======================================== ===================================== =====================================
</TABLE>


Dated:                  ,
       -----------------    ----
       (Signature  must  conform to name of holder as specified on the face of
the warrant)

Signed in the presence of:


--------------------------------------------------------------------------
(Name)                  (address)

                                    --------------------------------------------
ACCEPTED AND AGREED:                                 (address)
[TRANSFEREE]


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