EXHIBIT 4.01

THIS WARRANT AND THE SHARES ISSUABLE  HEREUNDER HAVE NOT BEEN  REGISTERED  UNDER
THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND MAY NOT BE SOLD,  PLEDGED,  OR
OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


                            WARRANT TO PURCHASE STOCK

Corporation:  Videonics, Inc., a California corporation
Number of Shares:  95,000
Class of Stock:  Common
Initial Exercise Price:  $0.65
Issue Date:  September 15, 1999
Expiration Date:  September 15, 2002



THIS WARRANT  CERTIFIES  THAT,  for the agreed upon value of $1.00 and for other
good and valuable consideration,  VENTURE BANKING GROUP, a division of CUPERTINO
NATIONAL  BANK  ("Holder")  is entitled to purchase the number of fully paid and
nonassessable  shares of Common  Stock (the  "Shares") of the  corporation  (the
"Company") at the price per Share (the "Warrant  Price") all as set forth herein
and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions
and upon the terms and conditions set forth of this Warrant.


ARTICLE 1.        EXERCISE.

     1.1 Method of Exercise.  Holder may exercise  this Warrant by  delivering a
duly executed Notice of Exercise in substantially  the form attached as Appendix
1 to the  principal  office of the  Company.  Unless  Holder is  exercising  the
conversion  right set forth in Section  1.2,  Holder  shall also  deliver to the
Company a check for the aggregate Warrant Price for the Shares being purchased.

     1.2 Conversion  Right.  In lieu of exercising  this Warrant as specified in
Section 1.1,  Holder may from time to time convert this Warrant,  in whole or in
part,  into a number of Shares  determined  by dividing (a) the  aggregate  fair
market value of the Shares or other securities  otherwise issuable upon exercise
of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair
market  value  of one  Share.  The fair  market  value  of the  Shares  shall be
determined pursuant Section 1.4.

     1.3 No Rights of  Shareholder.  This Warrant does not entitle Holder to any
voting rights as a shareholder of the Company prior to the exercise hereof.

     1.4 Fair Market  Value.  If the Shares are traded in a public  market,  the
fair market value of the Shares shall be the closing price of the Shares (or the
closing  price of the  Company's  stock into  which the Shares are  convertible)
reported for the business day  immediately  before Holder delivers its Notice of
Exercise to the Company.  If the Shares are not traded in a public  market,  the
Board of  Directors  of the Company  shall  determine  fair market  value in its
reasonable good faith judgment. The foregoing notwithstanding, if Holder advises
the Board of Directors in writing that Holder disagrees with such

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determination, then the Company and Holder shall promptly agree upon a reputable
investment banking or public accounting firm to undertake such valuation. If the
valuation of such investment banking firm is greater than that determined by the
Board of Directors,  then all fees and expenses of such investment  banking firm
shall be paid by the Company. In all other circumstances, such fees and expenses
shall be paid by Holder.

     1.5  Delivery  of  Certificate  and  New  Warrant.  Promptly  after  Holder
exercises  or  converts  this  Warrant,  the  Company  shall  deliver  to Holder
certificates  for the Shares  acquired  and, if this  Warrant has not been fully
exercised  or  converted  and has not expired,  a new Warrant  representing  the
Shares not so acquired.

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

     1.7 Repurchase on Sale, Merger, or Consolidation of the Company.

     1.7.1 "Acquisition".  For the purpose of this Warrant,  "Acquisition" means
any sale,  license,  or other  disposition  of all or  substantially  all of the
assets of the Company,  or any reorganization,  consolidation,  or merger of the
Company where the holders of the  Company's  securities  before the  transaction
beneficially  own less  than 50% of the  outstanding  voting  securities  of the
surviving entity after the transaction.

     1.7.2  Assumption  of  Warrant.  Upon the  closing of any  Acquisition  the
successor entity shall assume the obligations of this Warrant,  and this Warrant
shall be  exercisable  for the same  securities,  cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant  as if  such  Shares  were  outstanding  on  the  record  date  for  the
Acquisition  and  subsequent  closing.  The  Warrant  Price  shall  be  adjusted
accordingly.

     1.7.3 Purchase  Right.  Notwithstanding  the foregoing,  at the election of
Holder,  the Company shall purchase the unexercised  portion of this Warrant for
cash upon the  closing of any  Acquisition  for an amount  equal to (a) the fair
market  value of any  consideration  that would have been  received by Holder in
consideration of the Shares had Holder exercised the unexercised portion of this
Warrant  immediately  before the record date for  determining  the  shareholders
entitled  to  participate  in the  proceeds  of the  Acquisition,  less  (b) the
aggregate Warrant Price of the Shares, but in no event less than zero.


ARTICLE 2.        ADJUSTMENTS TO THE SHARES.

     2.1  Stock  Dividends,  Splits,  Etc.  If the  Company  declares  or pays a
dividend  on its common  stock  payable in common  stock,  or other  securities,
subdivides the  outstanding  common stock into a greater amount of common stock,
then upon  exercise  of this  Warrant,  for each Share  acquired,  Holder  shall
receive,  without  cost to Holder,  the total number and kind of  securities  to
which Holder  would have been  entitled had Holder owned the Shares of record as
of the date the dividend or subdivision occurred.

     2.2 Reclassification,  Exchange or Substitution. Upon any reclassification,
exchange,  substitution,  or other event that  results in a change of the number
and/or class of the  securities  issuable  upon  exercise or  conversion of this
Warrant,  Holder shall be entitled to receive,  upon  exercise or  conversion of
this Warrant,  the number and kind of securities  and property that Holder would
have

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received for the Shares if this Warrant had been  exercised  immediately  before
such reclassification,  exchange,  substitution,  or other event. The Company or
its  successor  shall  promptly  issue  to  Holder  a new  Warrant  for such new
securities or other  property.  The new Warrant  shall  provide for  adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Article 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise
of the new Warrant.  The provisions of this Section 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events.

     2.3  Adjustments  for  Combinations,  Etc.  If the  outstanding  Shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be proportionately increased.

     2.4 Weighted Average  Adjustment.  If the Company issues  additional common
shares (including shares of common stock ultimately  issuable upon conversion of
a security  convertible into common stock) after the date of the Warrant and the
consideration  per  additional  common  share is less than the Warrant  Price in
effect  immediately  before such issue shall be reduced,  concurrently with such
Issue, to a price determined by multiplying the Warrant Price by a fraction:

     (a) the  numerator  of which is the  amount  of  common  stock  outstanding
immediately before such Issue plus the amount of common stock that the aggregate
consideration  received by the Company for the  additional  common  shares would
purchase at the Warrant Price in effect immediately before such Issue, and

     (b) the  denominator  of which is the  amount of common  stock  outstanding
immediately before such issue plus the number of such additional common shares.

Upon each  adjustment of the Warrant Price,  the number of Shares  issuable upon
exercise of the Warrant  shall be increased  to equal the  quotient  obtained by
dividing (a) the product  resulting  from  multiplying  (i) the number of Shares
issuable upon exercise of the Warrant and (ii) the Warrant  Price,  in each case
as in effect  immediately  before such  adjustment,  by (b) the adjusted Warrant
Price.

     2.5 No  Impairment.  The Company shall not, by amendment of its Articles of
Incorporation or through a  reorganization,  transfer of assets,  consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed under this Warrant by the Company,  but shall at all times
in good faith assist in carrying out of all the provisions of this Article 2 and
in taking all such action as may be necessary or appropriate to protect Holder's
rights under this Article  against  impairment.  If the Company takes any action
affecting  the Shares or its common  stock  other than as  described  above that
adversely affects Holder's rights under this Warrant, the Warrant Price shall be
adjusted  downward  and the  number of Shares  issuable  upon  exercise  of this
Warrant  shall be adjusted  upward in such a manner that the  aggregate  Warrant
Price of this Warrant is unchanged.

     2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise
or  conversion  of the  Warrant  and the number of Shares to be issued  shall be
rounded down to the nearest whole Share.  If a fractional  share interest arises
upon any exercise or conversion of the Warrant, the Company shall eliminate such
fractional  share interest by paying Holder amount  computed by multiplying  the
fractional interest by the fair market value of a full Share.

     2.7  Certificate  as to  Adjustments.  Upon each  adjustment of the Warrant
Price, the Company at its expense shall promptly  compute such  adjustment,  and
furnish Holder with a certificate of its Chief

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Financial  Officer  setting forth such  adjustment and the facts upon which such
adjustment is based. The Company shall,  upon written request,  furnish Holder a
certificate  setting forth the Warrant Price in effect upon the date thereof and
the series of adjustments leading to such Warrant Price.


ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

     3.1  Representations  and  Warranties.  The Company  hereby  represents and
warrants to the Holder that all Shares  which may be issued upon the exercise of
the purchase right  represented  by this Warrant,  and all  securities,  if any,
issuable  upon  conversion  of  the  Shares,   shall,  upon  issuance,  be  duly
authorized, validly issued, fully paid and nonassessable,  and free of any liens
and  encumbrances  except for  restrictions  on transfer  provided for herein or
under  applicable  federal and state  securities  laws. The Company shall at all
times  reserve a sufficient  number of shares of common stock for issuance  upon
Holder's exercise of its rights hereunder.

     3.2 Notice of Certain  Events.  If the Company  proposes at any time (a) to
declare any dividend or  distribution  upon its common  stock,  whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for  subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c) to effect any  reclassification  or recapitalization of common stock; (d) to
merge  or  consolidate  with or into any  other  corporation,  or  sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder (1) at least 20 days prior  written  notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  common  stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 20 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of common
stock will be entitled to exchange  their common stock for  securities  or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such registration rights.

     3.3 Information Rights. So long as the Holder holds this Warrant and/or any
of the  Shares,  the  Company  shall  deliver to the Holder (a)  promptly  after
mailing,   copies  of  all  notices  or  other  written  communications  to  the
shareholders  of the Company,  (b) within ninety (90) days after the end of each
fiscal year of the Company, the annual financial statements of the Company.

     3.4  Registration  Under  Securities  Act of 1933, as amended.  The Company
hereby  grants to Holder  the  registration  rights  described  in that  certain
Videonics,  Inc. Holder Rights Agreement  between Holder and Company dated as of
September  15,  1999 (the  "Securityholders  Agreement").  The  Shares  shall be
Registrable  Securities,   as  such  term  is  defined  in  the  Securityholders
Agreement,  and will be given  such  rights  and  priority  as set  forth in the
Securityholders Agreement.

     3.5 Market Stand-Off Agreement.  Holder hereby agrees that, for a period of
no more than six months  following the effective date of the first  registration
statement of the Company covering common stock (or other  securities) to be sold
on behalf of the Company in an underwritten public offering, it will not, to the
extent requested by the Company and any underwriter,  sell or otherwise transfer
or dispose of (other  than to donees or  transferees  who agree to be  similarly
bound) any of the Shares at any time  during  such period  except  common  stock
included in such registration,  provided, that all officers and directors of the
Company who hold  securities of the Company or options to acquire  securities of
the Company,

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holders of more than 5% of the  Company's  common  stock,  and all other persons
with registration rights enter into similar agreements.


ARTICLE 4. MISCELLANEOUS.

     4.1 Term. This Warrant is exercisable, in whole or in part, at any time and
from time to time on or before the Expiration Date set forth above.

     4.2  Legends.  This  Warrant and the Shares (and the  securities  issuable,
directly  or  indirectly,  upon  conversion  of the  Shares,  if any)  shall  be
imprinted with a legend in substantially the following form:

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED,  AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE  TRANSFERRED WITHOUT AN
     EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN
     OPINION OF  COUNSEL  REASONABLY  SATISFACTORY  TO THE  CORPORATION  AND ITS
     COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

     4.3  Compliance  with  Securities  Laws on  Transfer.  This Warrant and the
Shares  issuable  upon  exercise  this  Warrant  (and the  securities  issuable,
directly  or  indirectly,  upon  conversion  of the  Shares,  if any) may not be
transferred or assigned in whole or in part without  compliance  with applicable
federal  and  state  securities  laws  by  the  transferor  and  the  transferee
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company).  The Company  shall not require  Holder to provide an
opinion of counsel if the  transfer is to an  affiliate of Holder or if there is
no material question as to the availability of current information as referenced
in Rule 144(c),  Holder represents that it has complied with Rule 144(d) and (e)
in reasonable  detail,  the selling broker  represents that it has complied with
Rule  144(f),  and the  Company is provided  with a copy of  Holder's  notice of
proposed sale.

     4.4 Transfer  Procedure.  Subject to the provisions of Section 4.3,  Holder
may transfer all or part of this Warrant or the Shares issuable upon exercise of
this  Warrant  (or  the  securities  issuable,   directly  or  indirectly,  upon
conversion of the Shares, if any) by giving the Company notice of the portion of
the Warrant  being  transferred  setting  forth the name,  address and  taxpayer
identification  number of the  transferee and  surrendering  this Warrant to the
Company for reissuance to the transferee(s)  (and Holder if applicable).  Unless
the  Company  is  filing  financial  information  with the SEC  pursuant  to the
Securities  Exchange Act of 1934,  the Company shall have the right to refuse to
transfer any portion of this Warrant to any person who  directly  competes  with
the Company.

     4.5 Notices.  All notices and other  communications from the Company to the
Holder,  or vice  versa,  shall be deemed  delivered  and  effective  when given
personally  or mailed by  first-class  registered  or  certified  mail,  postage
prepaid,  at such  address  as may have been  furnished  to the  Company  or the
Holder,  as the case may be, in writing by the  Company or such holder from time
to time.

     4.6  Waiver.  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.

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     4.7  Attorneys  Fees.  In the  event of any  dispute  between  the  parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys' fees.

     4.8  Governing  Law.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of  California,  without giving effect to
its principles regarding conflicts of law.


                                         VIDEONICS, INC.

                                         By: /s/ Gary Williams
                                             -----------------
                                         Title: V.P. of Finance & CFO
                                                ---------------------
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                                   APPENDIX 1


                               NOTICE OF EXERCISE


         1. The undersigned  hereby elects to purchase  __________ shares of the
Common Stock of __________________________ pursuant to the terms of the attached
Warrant,  and tenders  herewith  payment of the purchase price of such shares in
full.

         1. The undersigned  hereby elects to convert the attached  Warrant into
Shares/cash [strike one] in the manner specified in the Warrant. This conversion
is exercised with respect to  _____________________ of the Shares covered by the
Warrant.

         [Strike paragraph that does not apply.]

         2. Please issue a certificate or certificates  representing said shares
in the name of the undersigned or in such other name as is specified below:


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


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

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

         3. The undersigned represents it is acquiring the shares solely for its
own  account and not as a nominee for any other party and not with a view toward
the  resale  or  distribution  thereof  except  in  compliance  with  applicable
securities laws.




                         -------------------------------------------------------
                         (Signature)

------------------------------------
(Date)

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