Exhibit 99.5 [FORM OF BAYSTAR WARRANT] THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY...

                                                                    Exhibit 99.5


                            [FORM OF BAYSTAR WARRANT]

     THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN  REGISTERED OR QUALIFIED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  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 AN OPINION OF COUNSEL OR UPON EVIDENCE  REASONABLY
SATISFACTORY TO VINA  TECHNOLOGIES,  INC. THAT SUCH REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR ANOTHER APPLICABLE EXEMPTION.

No. W-_____________


                    *****************************************

                             VINA Technologies, Inc.
                          COMMON STOCK PURCHASE WARRANT

                    *****************************************



     This   certifies   that,   for  good  and  valuable   consideration,   VINA
Technologies,  Inc., a Delaware  corporation (the "Company"),  grants to BayStar
Capital II, L.P. (the "Warrantholder"),  the right to subscribe for and purchase
from the  Company  the number of validly  issued,  fully paid and  nonassessable
shares (the "Warrant  Shares") of the Company's common stock,  $0.0001 par value
per share (the "Common Stock"), specified in Section 1.1 hereof, at the purchase
price  per  share  (the  "Exercise  Price")  set forth in  Section  1.3  hereof,
exercisable  at any time and from time to time during the period (the  "Exercise
Period")  commencing on the date hereof and ending on the third  anniversary  of
the date hereof,  unless terminated  earlier pursuant to Section 1.5 hereof, all
subject to the terms, conditions and adjustments herein set forth. See Section 8
for definitions of certain terms used herein.

     This Warrant is one of the Warrants  issued pursuant to Section 1.1 of that
certain  Securities  Purchase  Agreement  dated as of October 17, 2001 among the
Company and the persons referred to therein (the "Purchase Agreement").





     1.  Number  of  Warrant   Shares;   Duration   and   Exercise  of  Warrant;
Determination of Exercise Price; Payment of Taxes.

     1.1 Number of Warrant Shares.

     This  Warrant  shall  enable  the  Warrantholder  to  purchase   __________
(_____________)  shares of Common Stock,  subject to the provisions of Section 6
hereof.

     1.2 Duration and Exercise of Warrant.

     (a) Election and Notice. This Warrant may be exercised by the Warrantholder
by the  surrender of this Warrant (or an  indemnification  undertaking  or other
form of security  reasonably  satisfactory  to the Company  with respect to this
Warrant in the case of its loss,  theft or destruction)  to the Company,  with a
duly  executed  Exercise  Form  specifying  the number of  Warrant  Shares to be
purchased,  during normal business hours on any Business Day during the Exercise
Period.  The  Company  must  send  a  notice  (the  "Election  Notice")  to  the
Warrantholder within two (2) Business Days of receipt of the surrendered Warrant
specifying  whether this Warrant  shall be  exercised  (A) for cash  pursuant to
Section1.2(b) below (the "Cash Exercise"), specifying the Exercise Price for the
number of Warrant Shares specified in the Exercise Form (the "Aggregate Exercise
Price") or (B) on a net issuance basis as set forth in Section 1.2(c) below (the
"Net Issue  Exercise"),  specifying the number of Warrant Shares to be issued on
such exercise.  Notwithstanding the foregoing,  if the Company fails to send the
Election  Notice on or before two (2) Business  Days  following  receipt of this
Warrant as set forth above,  the Company  shall be deemed to have elected a Cash
Exercise.

     (b) Cash  Exercise.  If the  Company  elects a Cash  Exercise,  within  one
Business Day upon receipt of the Election Notice the Warrantholder shall deliver
the Aggregate Exercise Price to the Company,  for the account of the Company, by
wire transfer of immediately  available funds to a bank account specified by the
Company in lawful money of the United States of America (the "Aggregate Exercise
Price").  The Company  shall,  or cause its  transfer  agent to,  within two (2)
Business Days following the date of its receipt of the Aggregate  Exercise Price
as set  forth  in the  preceding  sentence,  either  (A) at the  Warrantholder's
request,  credit such  aggregate  number of shares of Common  Stock to which the
Warrantholder  shall be  entitled  to the  holder's  or its  designee's  balance
account with The Depository Trust Company ("DTC") through its Deposit Withdrawal
Agent  Commission  system,  provided that (i) Transfer Agent is participating in
DTC Fast  Automated  Securities  Transfer  Program,  (ii) the  Warrantholder  is
eligible to receive  shares  through  DTC,  and (iii) the  certificates  for the
Common  Stock do not bear a legend  thereon,  or (B)  issue and  deliver  to the
address as specified in the Exercise Form, a certificate or certificates in such
denominations as may be requested by the holder in the Exercise Form, registered
in the name of the  Warrantholder  or its designee,  for the number of shares of
Common Stock to which the  Warrantholder  shall be entitled upon such  exercise.
Upon delivery of the Aggregate  Exercise  Price and this Warrant,  the holder of
this  Warrant  shall be deemed for all  corporate  purposes  to have  become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been  exercised.  The Company agrees that such Warrant Shares shall be deemed to
be issued to the Warrantholder as the record holder of such Warrant Shares as of
the  close of  business  on the date on  which  this  Warrant  shall  have  been
surrendered  and  payment  made for the  Warrant  Shares as  aforesaid.  If this



Warrant shall have been exercised  only in part, the Company shall,  at the time
of  delivery  of  the  stock   certificate  or  certificates,   deliver  to  the
Warrantholder  a new Warrant  evidencing  the rights to purchase  the  remaining
Warrant Shares,  which new Warrant shall in all other respects be identical with
this Warrant.  No adjustments  shall be made on Warrant  Shares  issuable on the
exercise of this  Warrant for any cash  dividends  paid or payable to holders of
record of Common Stock prior to the date as of which the Warrantholder  shall be
deemed to be the record holder of such Warrant Shares.

     (c) Net Exercise. If the Company elects a Net Issue Exercise,  this Warrant
shall be  exercised  on a net issue  basis as set forth  below.  Within  one (1)
Business  Day of  receipt  of  the  Election  of  Notice,  if the  Warrantholder
disagrees with the number of shares or  calculations  regarding the net exercise
provisions  set forth  therein,  it shall  notify the Company in writing of such
disagreement in detail, setting forth the Warrantholder's calculations regarding
the net issue exercise. If the Company and the Warrantholder are unable to reach
agreement  within  five  (5)  days  after  the  receipt  by the  Company  of the
Warrantholder's  adjusted  calculations,  the number of shares to be issued upon
the applicable net issue exercise will be determined within five (5) days by the
Company's independent  accountants.  The determination of such accountants shall
be final and binding upon all parties absent  manifest  error,  and the fees and
expenses  of such  accountant  shall be borne  ratably  by the  Company  and the
Warrantholder.  In any event,  the Company  shall  deliver or cause the transfer
agent to deliver that number of Warrant Shares  specified in the election Notice
that are not subject to  dispute.  The  Company  agrees that the Warrant  Shares
issued upon exercise  pursuant to this Section  1.1(b)  Section  1.2(c) shall be
deemed to be issued to the  Warrantholder  as the record  holder of such Warrant
Shares as of the close of business on the date on which this Warrant  shall have
been surrendered as aforesaid.  Upon such exercise,  the Warrantholder  shall be
entitled to receive  shares  equal to the value of this  Warrant (or the portion
hereof being exercised)  computed as of the date of surrender of this Warrant to
the Company using the formula set forth in Section 1.5(b). If this Warrant shall
have been exercised only in part, the Company shall,  at the time of delivery of
the stock  certificate  or  certificates,  deliver  to the  Warrantholder  a new
Warrant  evidencing the rights to purchase the remaining  Warrant Shares,  which
new Warrant  shall in all other  respects be  identical  with this  Warrant.  No
adjustments  shall be made on Warrant  Shares  issuable on the  exercise of this
Warrant  for any cash  dividends  paid or payable to holders of record of Common
Stock prior to the date as of which the Warrantholder  shall be deemed to be the
record holder of such Warrant Shares.

     (d) Penalties. If the Company shall fail for any reason or for no reason to
issue to the Warrantholder  within seven (7) Business Days of (i) the receipt of
the Aggregate Exercise Price following the Election Notice in the case of a Cash
Exercise or a deemed Cash Exercise,  or (ii) the date of the Election  Notice in
the case of a Net Exercise (each date, a "Delivery Date"), a certificate for the
number of shares of Common  Stock to which the holder is  entitled  or to credit
the holder's  balance account with DTC for such number of shares of Common Stock
to which the holder is entitled upon the holder's  exercise of this Warrant or a
new Warrant for the remaining Warrant Shares,  the Company shall, in addition to
any other  remedies  under this Warrant or the  Purchase  Agreement or otherwise
available to such holder,  including any  indemnification  under Section 7.13 of
the Purchase Agreement, pay as additional damages in cash to such holder on each
day after the Delivery Date such exercise is not timely effected and/or each day
after the Delivery Date such Warrant is not delivered, as the case may be, in an
amount  equal to .5% of the  product  of (I) the sum of the  number of shares of



Common  Stock not issued to the holder on or prior to the  Delivery  Date and to
which  such  holder is  entitled  and,  in the event the  Company  has failed to
deliver a Warrant to the holder on or prior to the Delivery  Date, the number of
shares of Common Stock issuable upon exercise of this Warrant as of the Delivery
Date and (II) the Closing Bid Price of the Common  Stock on the  Delivery  Date.
Notwithstanding  the  foregoing,  the damages set forth in this  Section  1.2(d)
shall be stayed  with  respect to the number of shares of Common  Stock and,  if
applicable,  this  Warrant for which there is a good faith  dispute  pending the
resolution of such dispute.

     1.3 Exercise  Price.  The Exercise Price shall be $1.00 per share of Common
Stock, subject to the provisions of Section 6 hereof.

     1.4 Payment of Taxes. The issuance of certificates for Warrant Shares shall
be made  without  charge to the  Warrantholder  for any stock  transfer or other
issuance tax in respect thereto; provided, however, that the Warrantholder shall
be  required  to pay any and all taxes  which may be  payable  in respect of any
transfer  involved in the  issuance and  delivery of any  certificate  in a name
other than that of the then  Warrantholder  as  reflected  upon the books of the
Company or an affiliate of a Warrantholder.

     1.5 Early Termination.

     (a) Termination.  Notwithstanding  anything herein to the contrary,  in the
event the  average  Closing  Bid Price per share of the Common  Stock for twenty
(20) Trading Days (the "Twenty Day Closing  Average")  during a period of thirty
(30)   consecutive   Trading  Days  equals  or  exceeds  $2.00  per  share  (the
"Termination  Event"), this Warrant shall cease to be exercisable and all rights
of the  Warrantholder  hereunder shall  terminate  within ten (10) Business Days
following receipt of the notice of the Termination Event ("Termination  Notice")
by the Warrantholder  from the Company;  provided,  however,  if, for any reason
other than as a result of a breach of the Warrantholder's obligations under this
Warrant or the Purchase  Agreement,  (i) a registration  statement  covering the
Warrant  Shares is not then effective or has been suspended or subject to a stop
order and the Warrant  Shares may not then be sold  without  volume  limitations
under an  exemption  from  registration  under the  Securities  Act, or (ii) the
trading of the Common Stock on the  Principal  Market has been  suspended,  then
this  Warrant  shall not cease to be  exercisable  until the tenth  Business Day
following the Termination Event that the conditions set forth in clauses (i) and
(ii) cease to exist.

     (b)  Exercise.  The  Warrantholder  must notify the Company if it elects to
exercise  this Warrant and whether this Warrant  shall be exercised (A) for cash
pursuant  to  Section  1.2(a) or (B) by the  surrender  of this  Warrant  to the
Company, with a duly executed Exercise Form marked to reflect Net Issue Exercise
and  specifying  the number of Warrant  Shares to be  purchased,  during  normal
business  hours  within ten (10)  Business  Days of  receipt of the  Termination
Notice. The Company agrees that such Warrant Shares shall be deemed to be issued
to the Warrantholder as the record holder of such Warrant Shares as of the close
of business on the date on which this  Warrant  shall have been  surrendered  as
aforesaid.  Upon such exercise,  the Warrantholder  shall be entitled to receive
shares  equal  to the  value  of this  Warrant  (or  the  portion  hereof  being
exercised)  computed as of the date of  surrender of this Warrant to the Company
using the formula:

                  X = Y (A-B)
                      -------
                        A

Where  X =    the number of shares of Common Stock to be issued to
              Warrantholder under this Section 1.5(b) (or 1.2(c), if
              applicable);

       Y =    the number of shares of Common Stock otherwise purchasable
              under this Warrant or, if only a portion of the Warrant is
              being exercised, the portion of the Warrant being exercised
              (at the date of such calculation);

       A =    the fair market value of one share of Common Stock;

       B =    the Exercise Price (as adjusted to the date of such calculation).

     For purposes of this Section 1.5(b) and "fair market value" of one share of
Common Stock shall mean the Twenty Day Closing Average.  For purposes of Section
1.2(c) and 6.1(d) "fair market value" of one share of Common Stock shall mean:

     (i) the average Closing Bid Price per share of the Common Stock for the ten
(10)  Trading  Day period  ending  three (3)  Trading  Days prior to the date of
exercise or,

     (ii) if not  listed  or  traded  on any such  exchange,  the  average  last
reported  sale  price per share of the  Common  Stock on Nasdaq for the ten (10)
Trading Day period  ending three (3) Trading Days prior to the date of exercise,
or

     (iii) if not listed or traded on any such  exchange or Nasdaq,  the average
of the  mean of the bid and  asked  prices  per  share  of the  Common  Stock as
reported in the OTC Bulletin Board or, if not so reported,  in the "pink sheets"
published by the National  Quotation  Bureau,  Inc. for the ten (10) Trading Day
period ending three (3) Trading Days prior to the date of exercise, or

     (iv) if such quotations are not available,  the fair market value per share
of the Common Stock as of the date in question as  reasonably  determined by the
Company and the  Warrantholders  representing a majority of the shares of Common
Stock obtainable upon exercise of all Warrants then outstanding. If such parties
are unable to reach  agreement  within five (5) days after the  occurrence of an
event  requiring  valuation  (the  "Valuation  Event"),  the fair  value of such
consideration  will be determined within five (5) days after the fifth (5th) day
following the  Valuation  Event by the Company's  independent  accountants.  The
determination  of such  accountants  shall be final and binding upon all parties
absent  manifest error,  and the fees and expenses of such  accountant  shall be
borne ratably by the Company and the Warrantholders.

     2. Restrictions on Transfer; Restrictive Legends.

Restrictions on Transfer;  Compliance with Securities Laws. 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
Warrantholder,  by  acceptance  hereof,  acknowledges  that this Warrant and the



Warrant Shares to be issued upon exercise  hereof are being acquired  solely for
the  Warrantholder's  own account and not as a nominee for any other party,  and
for investment,  and that the  Warrantholder  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  Securities Act or any
state  securities  laws and other than in a transaction  covered by an effective
registration   statement   filed  under  or  exempted   from  the   registration
requirements of the Securities Act; provided,  however,  that such Warrantholder
does not agree to hold any of Warrant  Shares for any minimum or other  specific
term and reserves the right to dispose of the  Securities at any time,  provided
further,  however, that such disposition shall be in accordance with or pursuant
to a registration statement or an exemption under the Securities Act.

     2.1 The Warrant  Shares to be purchased are being  acquired  solely for the
Warrantholder's  own  account  and not as a  nominee  for any other  party,  for
investment,  and not with a present  view toward  distribution  or resale.  This
Warrant may be transferred to an affiliate of the  Warrantholder as set forth in
Section 5, and as permitted under the Purchase Agreement.

     2.2 Restrictive Legends. This Warrant shall (and each Warrant issued upon a
partial  exercise,  issued  upon  transfer  in whole or in part of this  Warrant
pursuant to this Section 2 or issued in  substitution  for this  Warrant  issued
pursuant to Section 4 shall) be stamped or otherwise  imprinted with a legend in
substantially the following form:

                  "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF
         THIS WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "SECURITIES 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 AN
         OPINION OF COUNSEL OR UPON EVIDENCE REASONABLY SATISFACTORY TO VINA
         TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS
         SOLD PURSUANT TO RULE 144 OF SUCH ACT OR ANOTHER APPLICABLE EXEMPTION."

Except as  otherwise  permitted by this  Section 2, each stock  certificate  for
Warrant  Shares  issued  upon  the  exercise  of  any  Warrant  and  each  stock
certificate  issued  upon the direct or indirect  transfer  of any such  Warrant
Shares shall be stamped or otherwise  imprinted  with a legend in  substantially
the following form:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
         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 AN OPINION OF COUNSEL OR UPON EVIDENCE
         REASONABLY SATISFACTORY TO VINA TECHNOLOGIES, INC. THAT SUCH



         REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF
         SUCH ACT OR ANOTHER APPLICABLE EXEMPTION."

     Notwithstanding  the  foregoing,  the  Warrantholder  may request  that the
Company issue a stock  certificate  for Warrant  Shares  without a legend if (i)
such Warrant  Shares,  as the case may be, have been registered for resale under
the Securities Act or (ii) the Warrantholder  shall have notified the Company of
the proposed  disposition  and shall have  furnished the Company with a detailed
statement of the  circumstances  surrounding  the proposed  disposition,  and if
reasonably  requested by the Company, the Warrantholder shall have furnished the
Company with an opinion of counsel,  reasonably satisfactory to the Company, for
the  Warrantholder  to  the  effect  that  such  disposition  will  not  require
registration  of such Warrant or Warrant  Shares under the Securities Act or any
applicable state securities laws. The  Warrantholder  agrees to sell all Warrant
Shares,  including those  represented by a certificate(s)  from which the legend
has been removed,  pursuant to an effective  registration  statement or under an
exemption from the registration requirements of the Securities Act.

     3. Reservation and Registration of Shares, Etc.

     3.1 Reservation.  The Company  covenants and agrees that all Warrant Shares
which are issuable upon the exercise of this Warrant  will,  upon  issuance,  be
validly issued,  fully paid and  nonassessable  and free from all taxes,  liens,
security  interests,  charges,  preemptive  rights and other  encumbrances  with
respect to the issue  thereof,  other  than  taxes in  respect  of any  transfer
occurring  contemporaneously  with such issue. The Company further covenants and
agrees  that,  during the  Exercise  Period,  the Company will at all times have
authorized  and reserved,  and keep  available free from  preemptive  rights,  a
sufficient  number of shares of Common  Stock to provide for the exercise of the
rights represented by this Warrant.

     3.2  Registration.  The Company is obligated to register the Warrant Shares
for resale under the  Securities  Act pursuant to the  Purchase  Agreement.  The
shares of Common Stock  issuable upon exercise of this Warrant shall  constitute
Registrable  Shares (as such term is defined in the  Purchase  Agreement).  Each
holder of this Warrant  shall be entitled to all of the  benefits  afforded to a
holder of any such  Registrable  Shares  under the Purchase  Agreement  and such
holder,  by its acceptance of this Warrant,  agrees to be bound by and to comply
with the terms and  conditions  of the  Purchase  Agreement  applicable  to such
holder as a holder of such Registrable Shares.

     4. Exchange, Loss or Destruction of Warrant.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss,  theft,  destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction,  of such bond,  indemnification  or insurance as the
Company  may  reasonably  require,  and,  in the case of such  mutilation,  upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor.  The term "Warrant" as used in this Agreement shall
be deemed to include any Warrants  issued in  substitution  or exchange for this
Warrant.


     5. Ownership of Warrant.

     The  Company  may deem and treat the person in whose  name this  Warrant is
registered  as the holder and owner  hereof  (notwithstanding  any  notations of
ownership  or writing  hereon  made by anyone  other than the  Company)  for all
purposes  and shall not be  affected  by any notice to the  contrary;  provided,
however,  the  Warrantholder  may  transfer  this  Warrant to one or more of its
affiliates if such  affiliate is an  "accredited  investor"  under  Regulation D
under the Securities Act and agrees to be bound by the terms and  obligations of
this Agreement and the Purchase Agreement.

     6. Certain Adjustments.

     6.1 The number of Warrant  Shares  purchasable  upon the  exercise  of this
Warrant and the Exercise Price shall be subject to adjustment as follows:

     (a) Stock  Dividends.  If at any time prior to the exercise of this Warrant
in full (i) the Company  shall fix a record  date for the  issuance of any stock
dividend  payable  in  shares of  Common  Stock or (ii) the  number of shares of
Common Stock shall have been increased by a subdivision or split-up of shares of
Common Stock, then, on the record date fixed for the determination of holders of
Common  Stock  entitled  to  receive  such  dividend  or  immediately  after the
effective  date of  subdivision  or split-up,  as the case may be, the number of
shares of Common  Stock to be  delivered  upon  exercise  of this  Warrant  will
increased  so that the  Warrantholder  will be entitled to receive the number of
shares of Common  Stock that such  Warrantholder  would  have owned  immediately
following such action had this Warrant been exercised immediately prior thereto,
and the Exercise Price will be adjusted as provided below in paragraph (f).

     (b)  Combination  of Stock.  If at any time prior to the  exercise  of this
Warrant in full the number of shares of Common Stock outstanding shall have been
decreased by a combination  of the  outstanding  shares of Common  Stock,  then,
immediately after the effective date of such  combination,  the number of shares
of Common Stock to be delivered  upon exercise of this Warrant will be decreased
so that the  Warrantholder  thereafter will be entitled to receive the number of
shares of Common  Stock that such  Warrantholder  would  have owned  immediately
following such action had this Warrant been exercised immediately prior thereto,
and the Exercise Price will be adjusted as provided below in paragraph (f).

     (c)  Reorganization,  etc.  If at any time  prior to the  exercise  of this
Warrant  in  full  any   capital   reorganization   of  the   Company,   or  any
reclassification  of the Common Stock, or any  consolidation of the Company with
or merger of the  Company  with or into any other  person or any sale,  lease or
other transfer of all or  substantially  all of the assets of the Company to any
other  person,  shall be effected in such a way that the holders of Common Stock
shall be entitled to receive  stock,  other  securities or assets  (whether such
stock,  other  securities or assets are issued or  distributed by the Company or
another  person)  with respect to or in exchange for Common  Stock,  then,  upon
exercise of this Warrant the  Warrantholder  shall have the right to receive the
kind and  amount of stock,  other  securities  or  assets  receivable  upon such
reorganization, reclassification,  consolidation, merger or sale, lease or other
transfer  by a holder  of the  number  of  shares  of  Common  Stock  that  such
Warrantholder  would have been entitled to receive upon exercise of this Warrant



had  this  Warrant  been  exercised   immediately  before  such  reorganization,
reclassification,  consolidation,  merger  or sale,  lease  or  other  transfer,
subject to adjustments that shall be as nearly  equivalent as may be practicable
to  the   adjustments   provided  for  in  this  Section  6.  If  the  per-share
consideration   payable  to  the  Warrantholder  in  connection  with  any  such
transaction  is in a form other  than cash or  marketable  securities,  then the
value  of  such  consideration  shall  be  determined  by the  Company  and  the
Warrantholders  representing a majority of the shares of Common Stock obtainable
upon  exercise of all Warrants then  outstanding.  If such parties are unable to
reach  agreement  within  five (5) days after the  occurrence  of the  Valuation
Event, the fair value of such  consideration  will be determined within five (5)
days after the fifth (5th) day following  the  Valuation  Event by the Company's
independent  accountants.  The  determination of such accountants shall be final
and binding upon all parties absent manifest error, and the fees and expenses of
such accountant shall be borne ratably by the Company and the Warrantholders.

     (d) Fractional  Shares. No fractional shares of Common Stock or scrip shall
be issued to any  Warrantholder in connection with the exercise of this Warrant.
Instead  of any  fractional  shares of Common  Stock  that  would  otherwise  be
issuable to such  Warrantholder,  the Company will pay to such  Warrantholder  a
cash  adjustment  in respect of such  fractional  interest in an amount equal to
that  fractional  interest of the fair market value of one share of Common Stock
as of the date of exercise.

     (e) Carryover.  Notwithstanding  any other  provision of this Section 6, no
adjustment shall be made to the number of shares of Common Stock to be delivered
to the  Warrantholder  (or to the Exercise Price) if such adjustment  represents
less  than 1% of the  number  of  shares  to be so  delivered,  but  any  lesser
adjustment  shall be carried  forward and shall be made at the time and together
with the next  subsequent  adjustment  which  together with any  adjustments  so
carried  forward  shall  amount  to 1% or more of the  number of shares to be so
delivered.

     (f)  Exercise  Price  Adjustment.  Whenever  the number of  Warrant  Shares
purchasable  upon the exercise of this Warrant is adjusted,  as herein provided,
the Exercise  Price  payable upon the exercise of this Warrant shall be adjusted
by multiplying  such Exercise Price  immediately  prior to such  adjustment by a
fraction,  of  which  the  numerator  shall  be the  number  of  Warrant  Shares
purchasable  upon  the  exercise  of  this  Warrant  immediately  prior  to such
adjustment,  and of which the denominator  shall be the number of Warrant Shares
purchasable immediately thereafter.

     (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary
contained herein, in no event will an adjustment be made under the provisions of
this Section 6 to the number of Warrant  Shares  issuable  upon exercise of this
Warrant  or  the  Exercise   Price  for  any  event  if  an  adjustment   having
substantially  the same  effect  to the  Warrantholder  as any  adjustment  that
otherwise  would be made under the  provisions  of this Section 6 is made by the
Company  for any such  event to the  number of shares of Common  Stock (or other
securities) issuable upon exercise of this Warrant.

     6.2 No  Adjustment  for  Dividends.  Except as provided in Section  6.1, no
adjustment  in respect of any  dividends  shall be made  during the term of this
Warrant or upon the exercise of this Warrant.



     6.3 Notice of  Adjustment.  Whenever  the  number of Warrant  Shares or the
Exercise  Price of such Warrant  Shares is  adjusted,  as herein  provided,  the
Company shall promptly (but, in any event,  no later than ten (10) days from the
date  of  such  adjustment)  mail  by  first  class,  postage  prepaid,  to  the
Warrantholder, notice of such adjustment or adjustments and a certificate of the
chief  financial  officer  of the  Company  setting  forth the number of Warrant
Shares and the  Exercise  Price of such Warrant  Shares  after such  adjustment,
setting  forth a brief  statement of the facts  requiring  such  adjustment  and
setting forth the computation by which such adjustment was made.

     7. Notices of Corporate Action.

     In the event of

     (a) any taking by the  Company  of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other  distribution,  or any right to subscribe  for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right, or

     (b) any capital  reorganization  of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any Change of Control,
or

     (c) any voluntary or involuntary dissolution,  liquidation or winding-up of
the Company,

     the Company will mail to the Warrantholder a notice specifying (i) the date
or expected date on which any such record is to be taken for the purpose of such
dividend,  distribution  or  right  and the  amount  and  character  of any such
dividend,  distribution  or right,  (ii) the date or expected  date on which any
such  reorganization,  reclassification,  recapitalization,  Change of  Control,
dissolution,  liquidation  or  winding-up  is to take place and the time, if any
such time is to be fixed,  as of which the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other  securities)  for the securities or other property  deliverable  upon such
reorganization,   reclassification,   recapitalization,   Change   of   Control,
dissolution,  liquidation  or winding-up and (iii) that in the event of a Change
of Control,  the Warrants are exercisable  immediately prior to the consummation
of such Change of Control. Such notice shall be mailed at least 15 days prior to
the date therein specified, in the case of any date referred to in the foregoing
subdivision  (i), and at least 15 days prior to the date therein  specified,  in
the case of the date referred to in the foregoing subdivision (ii).

     8. Definitions.

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

     Business  Day:  any day  other  than a  Saturday,  Sunday or a day on which
national banks are authorized by law to close in the City of New York,  State of
New York.

     Change of Control:  shall mean (i) the consolidation of the Company with or
merger of the Company  with or into any other person in which the Company is not
the surviving  corporation and after which persons who were not  stockholders of



the Company  immediately  prior to such merger or consolidation  own immediately
after  such  merger  or  consolidation  50% or more of the  voting  power of the
outstanding  securities of each of the  continuing  or surviving  entity and any
direct or indirect parent  corporation of such  continuing or surviving  entity,
(ii) the sale of all or  substantially  all of the assets of the  Company to any
other person,  or (iii) any sale or transfer of any capital stock of the Company
after the date of this  Agreement,  following  which 50% of the combined  voting
power of the Company  becomes  beneficially  owned by one person or group acting
together.  For purposes of this  definition,  "group"  shall have the meaning as
such term is used in Section 13(d)(1) under the Exchange Act.

     Closing Bid Price: means, for any security as of any date, the last closing
bid price for such  security  on the  Principal  Market  (as  defined  below) as
reported  by  Bloomberg  Financial  Services,  L.P.  ("Bloomberg"),  or  if  the
Principal  Market  begins to operate on an extended  hours  basis,  and does not
designate the closing bid price,  then the last bid price at 4:00 p.m., New York
City Time, as reported by Bloomberg,  or if the foregoing do not apply, the last
closing  bid  price  of such  security  in the  over-the-counter  market  on the
electronic bulletin board for such security as reported by Bloomberg,  or, if no
closing bid price is reported for such security by  Bloomberg,  the last closing
trade price for such security as reported by  Bloomberg,  or, if no last closing
trade price is reported for such security by  Bloomberg,  the average of the bid
prices of any market  makers for such  security as reported in the "pink sheets"
by the  National  Quotation  Bureau,  Inc. If the  Closing  Bid Price  cannot be
calculated  for such  security on such date on any of the foregoing  bases,  the
Closing Bid Price of such  security on such date shall be the fair market  value
as  mutually  determined  by  the  Company  and  the  holders  of  the  Warrants
representing a majority of the shares of Common Stock  obtainable  upon exercise
of all  Warrants  then  outstanding.  If the  Company  and such  holders  of the
Warrants  are unable to agree  upon the fair  market  value of the Common  Stock
within  five  (5)  days,  the fair  market  value of the  Common  Stock  will be
determined by the Company's independent  accountants.  The determination of such
accountants  shall be final and binding upon all parties absent  manifest error,
and the fees and  expenses  of such  accountant  shall be borne  ratably  by the
Company and the Warrantholders.  All such determinations  shall be appropriately
adjusted for any stock dividend, stock split or other similar transaction during
such period. All fees and expenses of such determinations  shall be borne by the
ratably by the Company and the Warrantholders.

     Exchange  Act:  the  Securities  Exchange Act of 1934,  as amended,  or any
successor federal statute,  and the rules and regulations of the SEC thereunder,
all as the same  shall be in  effect  at the  time.  Reference  to a  particular
section of the  Securities  Exchange Act of 1934,  as amended,  shall  include a
reference to a comparable section, if any, of any successor federal statute.

     Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A.

     Exercise Price: the meaning specified on the cover of this Warrant, as such
price may be adjusted pursuant to Section 6 hereof.

     Nasdaq: The Nasdaq National Market System.


     Principal  Market:  means  Nasdaq or if the  Common  Stock is not traded on
Nasdaq then the principal  securities  exchange or trading market for the Common
Stock.

     SEC: the Securities and Exchange  Commission or any other federal agency at
the time  administering the Securities Act or the Exchange Act, whichever is the
relevant statute for the particular purpose.

     Securities  Act: the Securities  Act of 1933, as amended,  or any successor
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time. Reference to a particular section of
the  Securities  Act of 1933,  as  amended,  shall  include a  reference  to the
comparable section, if any, of any successor federal statute.

     Trading Day: any day other than a day on which  securities  are not traded,
listed or reported on the principal national  securities  exchange or securities
market on which the Common Stock is traded, listed or reported.

     Warrantholder: the meaning specified on the cover of this Warrant.

     Warrant Shares: the meaning specified on the cover of this Warrant, subject
to the provisions of Section 6.

     9. Miscellaneous.

     9.1 Entire Agreement.  This Warrant and the Purchase Agreement  constitutes
the entire agreement between the Company and the  Warrantholder  with respect to
this Warrant.

     9.2 Binding Effects;  Benefits.  This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
successors.  Nothing in this  Warrant,  expressed or implied,  is intended to or
shall  confer on any person  other than the  Company and the  Warrantholder,  or
their respective successors,  any rights,  remedies,  obligations or liabilities
under or by reason of this Warrant.

     9.3  Amendments  and  Waivers.  This Warrant may not be modified or amended
except by an instrument or  instruments in writing signed by the Company and the
Warrantholders  representing  a majority of the shares of Common Stock  issuable
upon exercise of all the Warrants.  Either the Company or the Warrantholder may,
by an instrument in writing,  waive  compliance by the other party with any term
or  provision  of this  Warrant  on the part of such  other  party  hereto to be
performed or complied with. The waiver by any such party of a breach of any term
or  provision  of  this  Warrant  shall  not be  construed  as a  waiver  of any
subsequent breach.

     9.4 Section and Other Headings. The section and other headings contained in
this  Warrant are for  reference  purposes  only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.

     9.5 Further Assurances.  Each of the Company and the Warrantholder shall do
and  perform all such  further  acts and things and execute and deliver all such
other   certificates,   instruments   and   documents  as  the  Company  or  the
Warrantholder  may,  at any time and from time to time,  reasonably  request  in
connection with the performance of any of the provisions of this Agreement.



     9.6 Notices. All notices and other communications  required or permitted to
be given under this Warrant shall be in writing and shall be deemed to have been
duly  given if  delivered  personally  or sent by United  States  mail,  postage
prepaid,   or  by  facsimile   (with   electronic   confirmation  of  successful
transmission) to the parties hereto at the following  addresses or to such other
address as any party hereto shall hereafter specify by notice to the other party
hereto:

        (a)     if to the Company, addressed to:

                VINA Technologies, Inc.
                00000 Xxxxxx Xxxxx
                Xxxxxx, Xxxxxxxxxx 00000
                Attention:  President
                Telecopier:  (000) 000-0000

        with a copy to:

                Pillsbury Winthrop LLP
                00 Xxxxxxx Xxxxxx
                Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
                Attention:  Xxxxxxx X. Xxxx, Esq.
                Telecopier:  (000) 000-0000

     (b) if to the Warrantholder,  addressed to the Warrantholder at its address
set forth on the signature page to the Securities Purchase Agreement dated as of
October 17, 2001 among the Company,  the  Warrantholder  and the other investors
listed therein.

Except as otherwise provided herein,  all such notices and communications  shall
be deemed to have been  received on the date of delivery  thereof,  if delivered
personally, or on the third Business Day after the mailing thereof.

     9.7 Severability. Any term or provision of this Warrant which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the terms and  provisions  of this Warrant or  affecting  the
validity or  enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.

     9.8  Acceptance.  Receipt  of  this  Warrant  by  the  Warrantholder  shall
constitute  acceptance  of and  agreement  to all of the  terms  and  conditions
contained herein.

     9.9 Governing Law. This Warrant shall be deemed to be a contract made under
the  laws  of  the  State  of  Delaware  (irrespective  of  its  choice  of  law
principles).

     9.10 No Rights or Liabilities  as  Stockholder.  Nothing  contained in this
Warrant shall be determined as conferring upon the Warrantholder any rights as a
stockholder of the Company or as imposing any  liabilities on the  Warrantholder
to purchase any securities  whether such liabilities are asserted by the Company
or by creditors or stockholders of the Company or otherwise.




     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

     Dated:  ______________, 2001.

                                          VINA Technologies, Inc.


                                          By__________________________________

                                          Title_______________________________