Exhibit 4.01A

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.

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  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 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.

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         2.5  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.

         2.6 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  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,  and (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.

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         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, 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 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.

         4.4 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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         4.5  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.

         4.6  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 and 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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