THIS WARRANT AND ANY SHARES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
SOLD OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
STATEMENT  FILED UNDER SUCH ACT OR PURSUANT TO AN  EXEMPTION  FROM  REGISTRATION
UNDER SUCH ACT.


                         SAVOIR TECHNOLOGY GROUP, INC.

                         COMMON STOCK PURCHASE WARRANT


CSW-110


     This certifies that, for good and valuable consideration,  receipt of which
is hereby  acknowledged,  SAVOIR TECHNOLOGY GROUP, INC., a Delaware  corporation
(the  "Company"),  grants  to MOSHE  LEVY  (the  "Warrantholder"),  the right to
subscribe  for and purchase  from the Company FORTY  THOUSAND  (40,000)  validly
issued,  fully paid and  nonassessable  shares  (the  "Warrant  Shares")  of the
Company's Common Stock,  par value $0.01 per share (the "Common Stock"),  at the
purchase  price per share of $5.00 (the  "Exercise  Price"),  exercisable at any
time and from time to time to and including  September  18, 2002 (the  "Exercise
Period"), all subject to the terms, conditions and adjustments herein set forth.

     1. Duration and Exercise of Warrant; Payment of Taxes; Information.

     1.1 Duration and Exercise of Warrant.

     (a) Cash Exercise.  This Warrant may be exercised by the  Warrantholder  by
(i) the surrender of this Warrant 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 and (ii) the
delivery of payment to the  Company,  for the account of the  Company,  by cash,
wire transfer of immediately  available funds to a bank account specified by the
Company,  or by certified or bank cashier's check, of the Exercise Price for the
number of Warrant  Shares  specified in the Exercise Form in lawful money of the
United States of America.  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.  A stock
certificate or  certificates  for the Warrant  Shares  specified in the Exercise
Form shall be delivered to the Warrantholder as promptly as practicable,  and in
any  event  within  ten  (10)  days,   thereafter.   The  stock  certificate  or
certificates so delivered shall be in  denominations of one hundred (100) shares
each or such lesser or greater  denominations as may be reasonably  specified by
the  Warrantholder  in the  Exercise  Form.  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.

<PAGE>




     (b) Net Issue  Exercise.  In lieu of  exercising  this Warrant  pursuant to
Section  1.1(a),  this  Warrant may be  exercised  by the  Warrantholder  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 on any Business Day during the
Exercise Period.  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
thereof being  cancelled)  by surrender of this Warrant to the Company  together
with  notice  of such  election  in  which  event  the  Company  shall  issue to
Warrantholder  a number of shares of the Company's  Common Stock  computed as of
the date of  surrender  of this  Warrant  to the  Company  using  the  following
formula:

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

Where:

     X =  the number of shares of Common  Stock to be issued to  Warrantholder
          under this Section 1.1(b);

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

     A =  the Current Market Price of one share of the Company's  Common Stock
          (at the date of such calculation); and

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

     (c) Current Market Price.  For purposes of Section  1.1(b),  Current Market
Price of one share of the Company's Common Stock shall mean:

          (i) the average of the daily closing prices per share of the Company's
     Common Stock on the principal national securities exchange or on the Nasdaq
     Stock Market's  ("Nasdaq")  National  Market,  on which the Common Stock is
     listed or admitted to trading,  for the five (5)  business  days before the
     day in question, or

          (ii) if not  listed or  traded on any such  exchange  or  market,  the
     average of the last  reported  sale price per share on the Nasdaq  SmallCap
     Market for the five (5) business days before the day in question, or

          (iii) if not  listed or traded on any such  exchange  or  Nasdaq,  the
     average  of the bid and asked  prices  per share as  reported  in the "pink
     sheets" published by the National  Quotation Bureau,  Inc. for the five (5)
     business days before the day in question, or


                                       2


<PAGE>



          (iv) if such  quotations are not available,  the fair market value per
     share of the Company's Common Stock on the date such notice was received by
     the  Company as  reasonably  determined  by the Board of  Directors  of the
     Company.

     1.2 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.

     1.3 Information.  Upon receipt of a written request from the Warrantholder,
the  Company  agrees to deliver  promptly  to such  Warrantholder  a copy of its
current  publicly  available  financial  statements  and to  provide  such other
publicly  available  information  concerning  the business and operations of the
Company  as such  Warrantholder  may  reasonably  request in order to assist the
Warrantholder  in evaluating  the merits and risks of exercising the Warrant and
to make an informed investment decision in connection with such exercise.

     2. Restrictions on Transfer; Restrictive Legends.

     2.1 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
dispose of this Warrant or 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.  Upon  exercise  of  this  Warrant,   the
Warrantholder shall, if requested by the Company,  confirm in writing, in a form
satisfactory  to the Company,  that the Warrant  Shares so  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 view toward distribution or resale.

     2.2  Restrictive  Legends.  This Warrant shall (and each Warrant  issued in
substitution  for this  Warrant  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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
     MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
     REGISTRATION  STATEMENT  FILED UNDER SUCH ACT OR  PURSUANT TO AN  EXEMPTION
     FROM REGISTRATION UNDER SUCH ACT."



                                       3

<PAGE>



Except as  otherwise  permitted by this  Section 2, each stock  certificate  for
Warrant  Shares  issued  upon  the  exercise  of this  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 UNDER
     THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD OR OTHERWISE
     TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT FILED
     UNDER SUCH ACT OR PURSUANT TO AN  EXEMPTION  FROM  REGISTRATION  UNDER SUCH
     ACT."

     Notwithstanding the foregoing, the Warrantholder may require the Company to
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 and sold pursuant to such  registration  or sold pursuant to Rule
144  under  the  Securities  Act (or a  successor  rule  thereto)  or  (ii)  the
Warrantholder has received an opinion of counsel reasonably  satisfactory to the
Company  that such  registration  is not  required  with respect to such Warrant
Shares.

     3. Reservation of Shares, Etc.

     The Company  covenants and agrees that all Warrant  Shares which are issued
upon the exercise of this Warrant will, upon issuance,  be validly issued, fully
paid and  nonassessable  and free from all taxes (in accordance with Section 1.2
above), liens,  security interests,  charges and other encumbrances with respect
to the issue thereof.  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 and will, at its expense, upon each such reservation of shares,  procure
such  listing of such shares of Common  Stock  (subject to issuance or notice of
issuance)  as then may be  required on all stock  exchanges  on which the Common
Stock is then listed or on Nasdaq if listed thereon.

     4. Exchange, Loss or Destruction of Warrant.

     Upon  receipt by the  Company of evidence  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 or  indemnification  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.



                                       4


<PAGE>




     6. Certain Adjustments.

     6.1  Adjustments  in Number of Warrant  Shares and in Exercise  Price.  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 other distribution with respect to
the Common Stock  payable in  securities  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  distribution,  or immediately  after
the  effective  date of  subdivision  or  split-up,  as the  case  may  be,  the
securities  to be delivered  upon  exercise of this Warrant will be increased so
that the  Warrantholder  will be  entitled  to  receive  the number of shares of
Common Stock and other  securities (if any) 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.

     (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


                                       5


<PAGE>




amount equal to that  fractional  interest of the then Current  Market Price per
share of Common Stock.

     (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  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


                                       6


<PAGE>




     (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, this Warrant is exercisable immediately prior to the consummation of
such  Change of Control.  Such notice  shall be mailed at least 20 days prior to
the date therein specified, in the case of any date referred to in the foregoing
subdivisions (i) or (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) a sale, conveyance,  exchange or transfer
of all or substantially all of the property and assets of the Company,  (ii) the
sale of all or  substantially  all of the  capital  stock of the  Company or the
merger or consolidation of the Company into or with any other  corporation or an
affiliate thereof (except if such merger or consolidation does not result in the
transfer  of more than  fifty  percent  (50%) of the  voting  securities  of the
Company or if such  merger or  consolidation  is  effected  solely to change the
Company's  jurisdiction of incorporation);  or (iii) any sale or transfer of any
capital stock of the Company,  following  which  fifty-one  percent (51%) 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) of the Exchange Act.

     Commission:  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.

     Company: Savoir Technology Group, Inc., a Delaware corporation.

     Convertible  Securities:  securities  by their  terms  convertible  into or
exchangeable for Common Stock.



                                       7


<PAGE>




     Exchange  Act:  the  Securities  Exchange Act of 1934,  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  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 meaning specified in Section 1.1(c)(i).

     Related Rights:  options or warrants to purchase or rights to subscribe for
securities by their terms convertible into or exchangeable for Common Stock.

     Rights:  options or warrants to purchase or rights to subscribe  for Common
Stock.

     Securities: Convertible Securities, Rights and Related Rights.

     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.

     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 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
Warrantholder.  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.



                                       8


<PAGE>




     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 Warrant.

     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,  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:

                         Savoir Technology Group, Inc.
                         254 East Hacienda Avenue
                         Campbell, California 95008
                         Attention: Chief Financial Officer
                         Telefax: (408) 378-0750

     (b) if to the  Warrantholder,  to the  address  set forth on the  Company's
register.

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 Separability. 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 Governing Law. This Warrant shall be deemed to be a contract made under
the laws of the State of New York.



                                       9



<PAGE>




     9.9 No Rights or  Liabilities  as  Stockholder.  Nothing  contained in this
Warrant  shall be  deemed  to  confer  upon the  Warrantholder  any  rights as a
stockholder of the Company or to impose 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: December 21, 1999.

                                        SAVOIR TECHNOLOGY GROUP, INC.


                                        By ___________________

                                        Dennis J. Polk
                                        Senior Vice President, Corporate Finance






                                       10

<PAGE>




                                                                       Exhibit A
                                                                       ---------

                                 EXERCISE FORM
                                 -------------

                 (To be executed upon exercise of this Warrant)

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant, to purchase Warrant Shares and (check one):

     [ ]  herewith  tenders  payment for _______ of the Warrant  Shares to the
          order of SAVOIR  TECHNOLOGY GROUP, INC. in the amount of $_________ in
          accordance with the terms of this Warrant; or

     [ ]  herewith tenders this Warrant for _______ Warrant Shares pursuant to
          the Net Issue Exercise provisions of Section 1.1(b) of this Warrant.

The undersigned  requests that a certificate (or  certificates) for such Warrant
Shares be registered in the name of the  undersigned  and that such  certificate
(or certificates) be delivered to the undersigned's address below.

     In  exercising   this  Warrant,   the   undersigned   hereby  confirms  and
acknowledges  that the Warrant Shares 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
Warrant Shares except under circumstances that will not result in a violation of
the Securities Act of 1933, as amended, or any state securities laws.

     Dated: ___________________.

                                                      __________________________
                                                               (Signature)


                                                      __________________________
                                                              (Print Name)


                                                      __________________________
                                                            (Street Address)


                                                      __________________________
                                                       (City) (State) (Zip Code)


     If said number of shares shall not be all the shares  purchasable under the
within  Warrant,  a new Warrant is to be issued in the name of said  undersigned
for the balance remaining of the shares purchasable thereunder.