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                                                                    EXHIBIT 4.10

WARRANT SERIES 99W-A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH HEREIN AND IN THAT CERTAIN PURCHASE AGREEMENT
THEREFOR BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF.

                           NORRIS COMMUNICATIONS, INC.

                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, NORRIS COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), hereby grants to
_____________________________________ ("Holder") the right to purchase from the
Company up to __________________ (_____) shares of the Common Stock of the
Company (the "Warrant Shares"), subject to the following terms and conditions:

         1. SERIES. This Warrant is one of a duly authorized series of warrants
of the Company (which are identical except for the variations necessary to
express the identification numbers, names of the holder, number of shares of
Common Stock issuable upon exercise thereof and warrant issue dates) designated
as its "1999 Series A Warrants."

         2. TERM. This Warrant may be exercised in whole at any time during the
period from the date of issuance of this Warrant until 5:00 p.m., California
time, on June 30, 2000 (the "Exercise Period").

         3. PURCHASE PRICE. The purchase price for each Warrant Share
purchasable hereunder shall be ten United States cents (U.S. $0.10) (the
"Warrant Exercise Price").

         4. EXERCISE OF WARRANT. The purchase rights represented by this Warrant
may be exercised by the Holder, in whole or in part, at any time and from time
to time before the end of the Exercise Period by surrender of this Warrant at
the principal office of the Company in San Diego, California (or such other
office or agency of the Company as may be designated by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company),
together with the Notice of Exercise annexed hereto duly completed and executed
on behalf of the Holder accompanied by payment in full of the amount of the
aggregate Warrant Exercise Price in immediately available funds in United States
Dollars. Certificates for shares purchased hereunder shall be delivered to the
Holder within thirty (30) business days after the date on which this Warrant
shall have been exercised as aforesaid, but Holder shall be deemed the record
owner of such Warrant Shares as of and from the close of business on the date on
which this Warrant shall be surrendered. The Holder may also designate that the
Company apply any note obligation balance owed Holder by the Company towards the
exercise price of this Warrant.

         5. FRACTIONAL INTEREST. The Company shall not be required to issue any
fractional shares on the exercise of this Warrant.



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         6. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER. Holder shall not have any
rights as a shareholder of the Company with regard to the Warrant Shares prior
to actual exercise resulting in the purchase of the Warrant Shares.

         7. INVESTMENT REPRESENTATION. Neither this Warrant nor the Warrant
Shares issuable upon the exercise of this Warrant have been registered under the
Securities Act, or under any applicable state securities laws. Holder
acknowledges by acceptance of this Warrant that (a) it has acquired this Warrant
for investment and not with a view toward distribution; (b) it has a
pre-existing personal or business relationship with the Company, or its
executive officers, or by reason of its business or financial experience it has
the capacity to protect its own interests in connection with the transaction;
and (c) except as so notified to the Company in writing, it is an accredited
investor as that term is defined in Regulation D promulgated under the
Securities Act or not a U.S. Person within the definition set forth in
Regulation S and not an affiliate of the Company. Holder agrees that any Warrant
Shares issuable upon exercise of this Warrant will be acquired for investment
and not with a view toward distribution; and acknowledges that to the extent
such Warrant Shares will not be registered under the Securities Act and
applicable state securities laws, that such Warrant Shares may have to be held
indefinitely unless they are subsequently registered or qualified under the
Securities Act and applicable state securities laws; or, based on an opinion of
counsel reasonably satisfactory to the Company, an exemption from such
registration and qualification is available. Holder, by acceptance hereof,
consents to the placement of the following restrictive legends, or similar
legends, on each certificate to be issued to Holder by the Company in connection
with the issuance of such Warrant Shares:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY
         STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
         PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
         SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH
         REGISTRATION IS AVAILABLE.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN PURCHASE AGREEMENT
         THEREFOR BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER HEREOF.

         8. RESERVATION OF SHARES. The Company agrees at all times during the
Exercise Period to take all reasonable steps to have authorized and reserved,
for the exclusive purpose of issuance and delivery upon exercise of this
Warrant, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented hereby. However should insufficient shares be
available for issuance at the time of exercise by the Holder, the Company shall
provide the benefit of the bargain payable in cash to the Holder at the time of
exercise. The benefit shall be computed as the amount equal to the difference
between the average closing bid price for the five trading days prior to notice
of exercise less the Warrant Exercise Price multiplied by the number of Warrant
Shares being exercised.

         9. ADJUSTMENT FOR RE-CLASSIFICATION OF CAPITAL STOCK. If the Company at
any time during the Exercise Period shall, by subdivision, combination or
re-classification of securities, change any of the securities to which purchase
rights under this Warrant exist under the same or different number of securities
of any class or classes, this Warrant shall thereafter entitle the Holder to
acquire such number and kind of securities as would have been issuable as a
result of such change with respect to the Warrant Shares immediately prior to
such subdivision, combination or re-classification. If shares of the Company's
Common Stock are subdivided into a greater number of shares of Common Stock, the
purchase price for the Warrant Shares upon exercise of this Warrant shall be
proportionately reduced and the Warrant Shares shall be proportionately
increased; and conversely, if shares of the Company's Common Stock are combined
into a smaller number of Common Stock shares, the price shall be proportionately
increased, and the Warrant Shares shall be proportionately decreased.



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         10. PUBLIC OFFERING LOCK-UP. In connection with any public registration
of this Company's securities, the Holder (and any transferee of Holder) agrees,
upon the request of the Company or the underwriter(s) managing such offering of
the Company's securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of this Warrant, any of the
shares of Common Stock issuable upon exercise of this Warrant or any other
securities of the Company heretofore or hereafter acquired by Holder (other than
those included in the registration) without the prior written consent of the
Company and/or such underwriter(s), as the case may be, for a period of time not
to exceed on hundred eighty (180) days from the effective date of the
registration. Upon request by the Company, Holder (and any transferee of Holder)
agrees to enter into any further agreement in writing in a form reasonably
satisfactory to the Company and such underwriter(s). The Company may impose
stop-transfer instructions with respect to the securities subject to the
foregoing restrictions until the end of said 180-day period. Any shares issued
upon exercise of this Warrant shall bear an appropriate legend referencing this
lock-up provision.

         11. REGISTRATION RIGHTS. (a) If, at any time during the Exercise
Period, the Company proposes to prepare and file any registration statements
covering its Common Stock (in either case, other than in connection with a
merger or acquisition, pursuant to Form S-8 or any successor form, or pursuant
to any other form or type of registration in which Registrable Securities (as
defined below) cannot be appropriately included) (collectively, the
"Registration Statements"), it will give written notice as provided herein at
least thirty (30) days prior to the filing of each such Registration Statement
to the Holders of the Warrants and/or Warrant Shares of its intention to do so.
If the Holders of the Warrants and/or Warrant Shares notify the Company within
twenty (20) days after receipt of any such notice of its or their desire to
include the shares of Common Stock issuable upon exercise of the Warrant or the
Warrant Shares (collectively, the "Registrable Securities") in such proposed
registration statement, the Company shall afford the Holders of the Warrant
and/or Warrant Shares the opportunity to have any such Registrable Securities
registered under such registration statement at the Company's sole cost and
expense.

         (b) Notwithstanding the provisions hereof, the Company shall have the
right at any time after it shall have given written notice pursuant hereto
(irrespective of whether a written request for inclusion of any such securities
shall have been made) to elect not to file any such proposed registration
statement, or to withdraw the same after the filing but prior to the effective
date thereof.

         (c) Notwithstanding any other provision of this Section, if the
underwriter managing such registration notifies the Holders in writing that
market or economic conditions limit the amount of securities which may
reasonably be expected to be sold, the Holders of such Registrable Securities
will be allowed to register their Registrable Securities pro rata based on the
number of shares of Registrable Securities held by such Holders, respectively.
No Registrable Securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration.

         (d) Each Holder of Warrants and Warrant Shares to be sold pursuant to
any Registration Statement (each, a "Distributing Holder") shall severally, and
not jointly, indemnify and hold harmless the Company, its officers and
directors, each underwriter and each person, if any, who controls the Company
and such underwriter, against any loss, claim, damage, expense or liability,
joint or several, as incurred, to which any of them may become subject under the
Securities Act or any other statute or at common law, in so far as such loss,
claim, damage, expense or liability (or actions in respect thereof) arises out
of or is based upon any untrue statement or alleged untrue statement of any
material fact contained in any such Registration Statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Distributing Holder specifically for use therein. Such Distributing Holder shall
reimburse the Company, such underwriter and each such officer, director or
controlling person for any legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such liability, as
incurred. Notwithstanding the foregoing, such 



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indemnity with respect to such preliminary prospectus or such final prospectus
shall not inure to the benefit of the Company, its officers or directors, or
such underwriter (or such controlling person of the Company or the underwriter)
if the person asserting any such loss, claim, damage, expense or liability
purchased the securities that are the subject thereof and did not receive a copy
of the final prospectus (or the final prospectus as then amended, revised or
supplemented) at or prior to the time such furnishing is required by the
Securities Act in any case where any such untrue statement or omission of a
material fact contained in the preliminary prospectus was corrected in the final
prospectus (or, if contained in the final prospectus, was subsequently corrected
by amendment, revision or supplement).

         12. ASSIGNMENT. With respect to any offer, sale or other disposition of
this Warrant or any underlying securities, the Holder will give written notice
to the Company prior thereto, describing briefly the manner thereof, together
with a written opinion of such Holder's counsel, to the effect that such offer,
sale or other distribution may be effected without registration or qualification
(under any applicable federal or state law then in effect). Furthermore, no such
transfer shall be made unless the transferee meets the same investor suitability
standards set forth in Section 7 of this Warrant. Upon receiving such written
notice and reasonably satisfactory opinion, if so requested, the Company, as
promptly as practicable, shall notify such Holder that such Holder may sell or
otherwise dispose of this Warrant or the underlying securities, as the case may
be, all in accordance with the terms of the written notice delivered to the
Company. If a determination has been made pursuant to this Section 12 that the
opinion of counsel for the Holder is not reasonably satisfactory to the Company,
the Company shall so notify the Holder promptly after such determination has
been made. Each Warrant thus transferred shall bear the same legends appearing
on this Warrant, and underlying securities thus transferred shall bear the
legends required by Section 7. The Company may impose stop-transfer instructions
in connection with such restrictions. Subject to any restrictions on transfer
described elsewhere herein, the rights and obligations of the Company and the
Holder of this Warrant shall be binding upon and benefit the successors,
assigns, heirs, administrators and transferees of the parties hereto.

         13. NOTICE. Any notice, demand, consent or other communication
hereunder shall be in writing addressed to the other party at its principal
office or, in respect of Holder, as its address as shown on the books of the
Company, or to such other address as such party shall have theretofore furnished
by like notice, and either served personally, sent by express, registered or
certified first class mail, postage prepaid, sent by facsimile transmission, or
delivered by reputable commercial courier. Such notice shall be deemed given (i)
when so personally delivered, or (ii) if mailed as aforesaid, five (5) days
after the same shall have been posted, or (iii) if sent by facsimile
transmission, as soon as sender receives written or telephonic confirmation that
the message has been received and such facsimile is followed the same day by
mailing by prepaid first class mail, or (iv) if delivered by commercial courier,
upon receipt.

         14. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, applicable to contracts
between California residents entered into and to be performed entirely within
the State of California.

         15. FEES. If any action at law or in equity is necessary to enforce or
interpret the terms of this Warrant, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and disbursements in addition to any other
relief to which such party may be entitled.

         16. DESCRIPTIVE HEADINGS. The headings used herein are descriptive only
and for the convenience of identifying provisions, and are not determinative of
the meaning or effect of any such provisions.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer this ____ day of ____________, 19___.

                                        NORRIS COMMUNICATIONS, INC.

                                        /s/ ALFRED H. FALK
                                           Authorized Officer



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                               NOTICE OF EXERCISE
                          COMMON STOCK PURCHASE WARRANT

TO:      NORRIS COMMUNICATIONS, INC.

         (1) The undersigned hereby elects to purchase ______ shares of Common
Stock of Norris Communications, Inc., pursuant to the terms of the attached
Warrant, and either tenders herewith payment in full of the purchase price for
such shares or $________ or,

         (2) Requests the Company reduce the amount of 15% Subordinated
Promissory Notes due to the undersigned in the amount of $_________ as the
Warrant Exercise Price.

         (3) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for the
account of the undersigned and not as a nominee for any other party, for
investment, and that the undersigned will not offer, sell or otherwise dispose
of any such shares of Common Stock except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws.

         (4) Please issue a certificate representing said shares of Common Stock
in the name of the undersigned.

         (5) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned.


Date:                  , 199
     ------------------                    -------------------------------------
                                                         (Name)

                                           -------------------------------------
                                                       (Signature

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

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



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