EXHIBIT 4.9

THIS WARRANT AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR
SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR UPON AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE REASONABLY SATISFACTORY TO
FIBERSTARS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT
TO RULE 144 OF SUCH ACT OR ANOTHER APPLICABLE EXEMPTION.

                                FIBERSTARS, INC.

      Warrant Exercisable for the Purchase of 81,014 Shares of Common Stock

No. W-CS 35                                                    December 12, 2003


           THIS CERTIFIES that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Merriman Curhan Ford & Co.
(formerly known as RTX Securities Corporation) or registered assigns (the
"HOLDER"), is entitled to subscribe for and purchase from FIBERSTARS, INC., a
California corporation (the "COMPANY"), upon the terms and conditions set forth
herein, at any time or from time to time during the period commencing August 14,
2004 and ending at 5:00 p.m. (Pacific time) on August 13, 2008 (the "EXERCISE
PERIOD"), up to an aggregate of 81,014 fully paid and non-assessable shares (the
"WARRANT SHARES") of the Company's Common Stock (the "COMMON STOCK"), at an
initial exercise price (subject to adjustment as set forth herein, the "EXERCISE
PRICE") of $4.50 per share, upon surrender of this Warrant and payment of the
Exercise Price as provided in Section 2. As used herein, the term "THIS WARRANT"
shall mean and include this Warrant and any Warrant or Warrants hereafter issued
as a consequence of the exercise or transfer of this Warrant in whole or in
part.

1.    WARRANT. This Warrant is issued pursuant to Section 5(a)(ii) of the Letter
Agreement  dated  March 27,  2003  between RTX  Securities  Corporation  and the
Company.

2.    EXERCISE OF WARRANT.  This Warrant may be exercised,  in whole at any time
or in part from time to time,  during the  Exercise  Period by the  surrender of
this Warrant (with a completed  Election to Exercise  attached  hereto),  to the
Company at its main office,  or such other place which the Company may designate
in writing,  together  with proper  payment of an amount equal to the product of
the  Exercise  Price and the  number of  Warrant  Shares  being  exercised  (the
"AGGREGATE WARRANT PRICE"). Payment of the Aggregate Warrant Price shall be made
by  certified or official  bank check  payable to the order of the Company or by
wire transfer of  immediately  available  funds to an account  designated by the
Company.  If this Warrant is  exercised in part,  this Warrant must be exercised
for a number of whole shares of Common  Stock,  and the Holder shall be entitled
to  receive a new  Warrant  covering  the  Warrant  Shares  which  have not been
exercised.  Upon  surrender  of this  Warrant,  the  Company  will  (a)  issue a
certificate or  certificates in the name of the Holder for the largest number of
whole shares of Common Stock to which the Holder shall be entitled  and, if this
Warrant is exercised  in whole,  in lieu of any  fractional  share of the Common


<PAGE>

Stock to which the Holder shall be entitled, pay to the Holder cash in an amount
equal to the fair market  value of such  fractional  share  (determined  in such
reasonable manner as the Board of Directors of the Company shall determine), and
(b) deliver the other securities and properties  receivable upon the exercise of
this Warrant,  or the proportionate part thereof if this Warrant is exercised in
part, pursuant to the provisions of this Warrant.

3.    CASHLESS  EXERCISE.  Notwithstanding  anything  contained  herein  to  the
contrary, the holder of this Warrant may, in its sole discretion,  exercise this
Warrant in whole or in part and,  in lieu of making the cash  payment  otherwise
contemplated  to be made to the  Company  upon such  exercise  in payment of the
Aggregate  Warrant  Price,  elect instead to receive upon such exercise the "NET
NUMBER" of shares of Common Stock determined  according to the following formula
(a "CASHLESS EXERCISE"):

Net Number =            A X (B - C)
                        -----------
                             B

      For purposes of the foregoing formula:

      A  =  the total  number of  shares  with  respect to which this Warrant is
            then being exercised.

      B  =  the  closing  sale  price  of the Common  Stock (as  reported by The
            Wall Street Journal) on the date immediately  preceding the date the
            Election to Exercise is received by the Company.

      C  =  the  Exercise  Price  then  in effect  for  the  applicable  Warrant
            Shares at the time of such exercise.

4.    REGISTRATION AND TRANSFERS.

      4.1.  REGISTRATION.  Any Warrants  issued upon the transfer or exercise in
part of this  Warrant  shall be numbered  and shall be  registered  in a warrant
register  (the  "WARRANT  REGISTER")  maintained  by the Company or its transfer
agent as they are issued.  The Company shall be entitled to treat the registered
holder of any Warrant on the Warrant  Register as the owner in fact  thereof for
all  purposes  and  shall  not be  bound by any  notice  to the  contrary  or to
recognize  any  equitable  or other claim to or interest in such  Warrant on the
part of any other person.

      4.2.  TRANSFERS.  This  Warrant  and the  Warrant  Shares  issued upon the
exercise of this Warrant may not be  transferred or assigned in whole or in part
without  compliance with all applicable federal and state securities laws by the
transferor and transferee  (including the delivery of investment  representation
letters and legal opinions  reasonably  satisfactory to the Company, if such are
requested by the Company.  The Holder, by acceptance  hereof,  acknowledges that
this Warrant and the Warrant Shares to be issued upon exercise  hereof are being
acquired  solely for the Holder's own account and not as a nominee for any other
party, and for investment, and that the Holder will not offer, sell or otherwise
transfer  any Warrant  Shares to be issued upon  exercise  hereof  except  under
circumstances  that  will not  result  in a  violation  of the Act or any  state


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<PAGE>

securities  laws  and  other  than  in a  transaction  covered  by an  effective
registration   statement   filed  under  or  exempted   from  the   registration
requirements  of the Act);  provided,  however,  the  Holder may  transfer  this
Warrant to one or more of its  affiliates  if such  affiliate is an  "accredited
investor"  under  Regulation D under the Act and agrees to be bound by the terms
and obligations of this Warrant.

5.    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

      5.1.  SUBDIVISION AND COMBINATION.  In the event that the Company shall at
any time subdivide (by stock split,  stock dividend or otherwise) or combine the
outstanding Common Stock, the Exercise Price shall be decreased,  in the case of
subdivision, or increased, in the case of combination, in the same proportion as
the Common Stock is subdivided or combined, in each case effective automatically
upon,  and  simultaneously   with,  the  effectiveness  of  the  subdivision  or
combination which gives rise to the adjustment.

      5.2.  ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the Exercise
Price pursuant to the provisions of this Section 5, the number of Warrant Shares
issuable  upon the exercise of this Warrant  shall be adjusted by  multiplying a
number  equal  to the  Exercise  Price  in  effect  immediately  prior  to  such
adjustment  by the number of  Warrant  Shares  issuable  upon  exercise  of this
Warrant  immediately  prior to such  adjustment  and  dividing  the  product  so
obtained by the adjusted  Exercise  Price,  and by then  rounding to the nearest
whole share.

      5.3.  MERGER OR  CONSOLIDATION.  In case the Company after the date hereof
(i) shall  consolidate  with or merge into any other person and shall not be the
continuing or surviving  corporation of such  consolidation  or merger,  or (ii)
shall permit any other person to consolidate  with or merge into the Company and
the Company shall be the continuing or surviving  person but, in connection with
such  consolidation  or  merger,  the  Common  Stock  shall be  changed  into or
exchanged for stock or other securities of any other person or cash or any other
property,  or (iii) shall transfer all or substantially all of its properties or
assets to any other  person,  or (iv) shall effect a capital  reorganization  or
reclassification  of the Common  Stock (other than a capital  reorganization  or
reclassification  resulting  in the issue of  additional  Common Stock for which
adjustment  in the Exercise  Price is provided in this Section 5), then,  and in
the case of each such transaction,  proper provision shall be made so that, upon
the basis and the terms and in the manner  provided in this Warrant,  the Holder
of this Warrant,  upon the exercise hereof at any time after the consummation of
such transaction,  shall be entitled to receive (at the aggregate Exercise Price
in effect at the time of such  consummation for all Warrant Shares issuable upon
such exercise  immediately  prior to such  consummation),  in lieu of the Common
Stock  or  other   securities   issuable  upon  such  exercise   prior  to  such
consummation,  the highest amount of securities, cash or other property to which
the  Holder  would  actually  have  been  entitled  as  shareholder   upon  such
consummation if the Holder had exercised the rights  represented by this Warrant
immediately   prior  thereto,   subject  to  adjustments   (subsequent  to  such
consummation) as nearly  equivalent as possible to the adjustments  provided for
in this Section 5.

      5.4. ASSUMPTION OF OBLIGATIONS. Notwithstanding anything contained in this
Warrant to the  contrary,  the Company  will not effect any of the  transactions
described  in clauses  (i)  through  (iv) of Section  5.3  unless,  prior to the
consummation thereof, each person (other than the Company) which may be required
to deliver any stock,  securities,  cash or property  upon the  exercise of this


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<PAGE>

Warrant as provided herein shall assume, by written instrument delivered to, and
reasonably  satisfactory to, the Holder of this Warrant,  (a) the obligations of
the  Company   under  this  Warrant  (and  if  the  Company  shall  survive  the
consummation of such  transaction,  such assumption shall be in addition to, and
shall not release the Company from,  any  continuing  obligations of the Company
under this Warrant) and (b) the  obligation to deliver to the Holder such shares
of stock,  securities,  cash or property as, in  accordance  with the  foregoing
provisions of this Section 5, the Holder may be entitled to receive.

      5.5. NOTICE OF ADJUSTMENT  EVENTS.  Whenever the Company  contemplates the
occurrence of an event which would give rise to  adjustments  under this Section
5, the  Company  shall use  commercially  reasonable  efforts  to deliver to the
Holder of this Warrant,  at least thirty (30) days prior to the record date with
respect  to such  event or, if no record  date  shall be  established,  at least
thirty (30) days prior to such event, a notice  specifying (i) the nature of the
contemplated  event,  (ii) the date on which any such  record is to be taken for
the  purpose of such  event,  (iii) the date on which such event is  expected to
become  effective and (iv) the time, if any is to be fixed,  when the holders of
record of Common  Stock shall be entitled to  exchange  their  Common  Stock for
securities or other property deliverable in connection with such event.

      5.6.  NOTICE OF  ADJUSTMENTS.  Whenever the Exercise  Price or the kind of
securities or property issuable upon exercise of this Warrant, or both, shall be
adjusted pursuant to this Section 5, the Company shall make a certificate signed
by an executive officer of the Company, setting forth, in reasonable detail, the
event  requiring the  adjustment,  the amount of the  adjustment,  the method of
which such  adjustment was  calculated  (including a description of the basis on
which the Company made any determination hereunder),  and the Exercise Price and
the kind of securities or property  issuable upon exercise of this Warrant after
giving effect to such adjustment,  and shall cause copies of such certificate to
be mailed (by first class mail,  postage  prepaid) to the Holder  promptly after
each adjustment.

6.    RESERVATION OF SHARES; FULLY PAID STOCK.

      6.1. The Company shall at all times reserve and keep available,  free from
pre-emptive  rights, out of its authorized and unissued Common Stock, solely for
the purpose of providing  for the exercise of the rights to purchase all Warrant
Shares granted  pursuant to this Warrant,  such number of shares of Common Stock
as shall, from time to time, be sufficient therefor.

      6.2. The Company  covenants  that all shares of Common Stock issuable upon
exercise of this Warrant, upon receipt by the Company of the full Exercise Price
therefor, shall be duly and validly issued, fully paid, non-assessable,  and the
Holder shall receive good and valid title to such shares free and clear from any
adverse claim (as defined in the applicable  Uniform  Commercial  Code),  except
such as has been created by the Holder.

7.    TAXES. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities,  shall be made without charge to the Holder for
any tax or other  charge in respect  of such  issuance,  other  than  applicable
transfer taxes. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer  involved in the issue and delivery of
any  certificate  in a name other than that of the Holder and the Company  shall
not be required to issue or deliver  any such  certificate  unless and until the


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<PAGE>

person or persons  requesting  the issue  thereof shall have paid to the Company
the  amount of such tax or shall have  established  to the  satisfaction  of the
Company that such tax has been paid.

8.    LEGEND.  The Warrant  Shares issued upon exercise of this Warrant shall be
subject to a stop transfer order and the certificate or certificates  evidencing
such Warrant Shares shall bear the following legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR
      THE SECURITIES LAWS OF ANY STATE,  AND MAY NOT BE SOLD,  OFFERED FOR SALE,
      ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
      A REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO THE  SECURITIES  UNDER
      SUCH ACT OR UPON AN OPINION OF COUNSEL OR SUCH OTHER  EVIDENCE  REASONABLY
      SATISFACTORY TO FIBERSTARS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR
      UNLESS  SOLD  PURSUANT  TO RULE  144 OF  SUCH  ACT OR  ANOTHER  APPLICABLE
      EXEMPTION."

together with such other legends as may be required under state securities laws.

9.    REPLACEMENT WARRANT.  Upon receipt of evidence satisfactory to the Company
of the  loss,  theft,  destruction,  or  mutilation  of this  Warrant  (and upon
surrender of this Warrant at the principal  office of the Company if mutilated),
and upon reimbursement of the Company's  reasonable  incidental expenses and, if
reasonably  requested,  an indemnity  reasonably  acceptable to the Company, the
Company  shall  execute  and  deliver to the Holder a new  Warrant of like date,
tenor, and denomination.

10.   NOTICES.

      Unless  otherwise  provided,   any  notice,   request,   demand  or  other
communication required or permitted under this Warrant shall be given in writing
and shall be deemed  effectively given upon personal delivery to the party to be
notified,  or when  sent by  facsimile  (with  receipt  confirmed  and  promptly
confirmed by personal delivery, U.S. first class mail, or courier), or overnight
courier  service,  or upon  deposit  with the  United  States  Post  Office,  by
registered or certified  mail,  postage  prepaid and addressed as follows (or to
such other address as a party may designate by notice to the other):

                     If to the Company:

                     Fiberstars, Inc.
                     44259 Nobel Drive
                     Fremont, California 94538
                     Attention:  David N. Ruckert, CEO
                     Facsimile:  (510) 490-0947
                     Telephone:  (510) 490-0719


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<PAGE>

                     with a copy to:

                     Pillsbury Winthrop LLP
                     2475 Hanover Street
                     Palo Alto, California 94304
                     Attention:  Richard S. Bebb
                     Facsimile:  (650) 233-4545
                     Telephone:  (650) 233-4500

                     If to Holder:

                     Merriman Curhan Ford & Co.
                     601 Montgomery Street, Suite 1800
                     San Francisco, CA  94111
                     Attention: Jon Merriman
                     Facsimile:   (415) 248-5690
                     Telephone:  (415) 248-5600


11.   HOLDER NOT A SHAREHOLDER.  The Holder shall not have, solely on account of
such status,  any rights of a  shareholder  of the Company,  either at law or in
equity, or to any notice of meetings of shareholders or of any other proceedings
of the Company, except as provided in this Warrant.

12.   REMEDIES.  The Company  agrees that the remedies at law of the Holder,  in
the event of any default or threatened default by the Company in the performance
of or  compliance  with any of the terms  hereof,  may not be adequate  and such
terms may, in addition to and not in lieu of any other remedy,  be  specifically
enforced by a decree of specific  performance of any agreement  contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.

13.   HEADINGS.  The headings  contained in this Warrant are for  convenience of
reference only and are not part of this Warrant.

14.   APPLICABLE  LAW. This Warrant  shall be construed in  accordance  with the
laws of the State of California applicable to contracts made and to be performed
within such State, without regard to principles of conflicts of law.


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<PAGE>

           IN WITNESS WHEREOF, the Company has executed and delivered this
Warrant as of the date set forth above.

                                        FIBERSTARS, INC.,
                                        a California corporation

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

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------


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<PAGE>

                              ELECTION TO EXERCISE

Fiberstars, Inc.
44259 Nobel Drive
Fremont, California 94538
Attention: Chief Financial Officer

The undersigned hereby exercises his or its rights to purchase _______ Warrant
Shares covered by the within Warrant No. W-CS 35 and tenders payment herewith in
accordance with the terms thereof, certifies that he owns this Warrant free and
clear of any and all claims, liens and/or encumbrances and requests that
certificates for such securities be issued in the name of, and delivered to:



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


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


           ----------------------------------------------------------
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

The undersigned hereby elects to pay the Exercise Price (select one option):

           ___       By payment of cash, check or wire transfer;  or

           ___       By Cashless Exercise (as calculated pursuant to Section 3
                     of the Warrant).

If the number of Warrant Shares purchased upon such exercise or surrendered in
lieu of payment of the Exercise Price shall not be all the Warrant Shares
covered by the within Warrant, the undersigned requests that a new Warrant for
the balance of the Warrant Shares covered by the within Warrant be registered in
the name of, and delivered to, the undersigned at the address stated below.

All terms used and not defined herein shall have their respective meanings as
set forth in the Warrant.

Dated:                                  Holder:
      -----------------------                  ---------------------------------
                                                       (Please Print)

                                        By:
                                           -------------------------------------
                                                        (Signature)


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

                                        Title:
                                              ----------------------------------



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


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