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                              SONOMA SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

         This EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is hereby established by
Sonoma Systems, Inc., a Delaware corporation (the "Company"), effective
_________ ___, 2000.

                                    ARTICLE I
                               PURPOSE OF THE PLAN

   1.1   PURPOSE. The Company has determined that it is in its the best
interest to provide incentives to attract and retain employees and to increase
employee morale by providing a program through which employees of the Company,
and of such of the Company's subsidiaries as the Company's Board of Directors
(the "Board") may from time to time designate (each a "Designated Subsidiary",
and collectively, "Designated Subsidiaries"), may acquire a proprietary interest
in the Company through the purchase of shares of the common stock of the Company
("Company Stock"). The Plan is hereby established by the Company to permit
employees to subscribe for and purchase directly from the Company shares of the
Company Stock at a discount from the market price, and to pay the purchase price
in installments by payroll deductions. The Plan is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended from time to time (the "Code"). The provisions of the Plan are
to be construed in a matter consistent with the requirements of Section 423 of
the Code. The Plan is not intended to be an employee benefit plan under the
Employee Retirement Income Security Act of 1974, and therefore is not required
to comply with that Act.

                                   ARTICLE II
                                   DEFINITIONS

   2.1   COMPENSATION. "Compensation" means the amount indicated on the Form
W-2, including any elective deferrals with respect to a plan of the Company
qualified under either Section 125 or Section 401(a) of the Code, issued to an
employee by the Company.

   2.2   EMPLOYEE. "Employee" means each person currently employed by the
Company or any of its Designated Subsidiaries, any portion of whose income is
subject to withholding of income tax or for whom Social Security retirement
contributions are made by the Company or any Designated Subsidiary.

   2.3   EFFECTIVE DATE. "Effective Date" means the effective date of the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC") in connection with the Company's initial public
offering.

   2.4   5% OWNER. "5% Owner" means an Employee who, immediately after the
grant of any rights under the Plan, would own Company Stock or hold outstanding
options to purchase Company Stock possessing 5% or more of the total combined
voting power of all classes of stock of the Company. For purposes of this
Section, the ownership attribution rules of Section 424(d) of the Code shall
apply and stock which the Employee may purchase under outstanding options shall
be treated as stock owned by the Employee.


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   2.5   GRANT DATE. "Grant Date" means the first day of each Offering Period
(January 1 and July 1) under the Plan. In the first Plan Year only, the initial
Grant Date shall be the Effective Date.

   2.6   PARTICIPANT. "Participant" means an Employee who has satisfied the
eligibility requirements of Section 3.1 and has become a participant in the Plan
in accordance with Section 3.2.

   2.7   PLAN YEAR. "Plan Year" means the twelve consecutive month period ending
on December 31.

   2.8   OFFERING PERIOD. "Offering Period" means the six-month periods from
January 1 through June 30 and July 1 through December 31 of each Plan Year.
However, the first Offering Period shall commence on the Effective Date and
shall end on December 31, 2001.

   2.9   PURCHASE DATE. "Purchase Date" means the last day of each Offering
Period (June 30 or December 31). However, within the first Offering Period there
shall be four (4) Purchase Dates occurring on June 30, 2000, December 31, 2000,
June 20, 2001 and December 31, 2001.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

   3.1   ELIGIBILITY. Each Employee of the Company, or any Designated
Subsidiary, who, on the Grant Date, is customarily engaged on a
regularly-scheduled basis of more than 20 hours per week for more than five
months per calendar year and who has been employed for at least 90 days (or, for
the initial Offering Period only, such Employees who are employed on the
Effective Date) in the rendition of personal services to the Company, or any
Designated Subsidiary, may become a Participant in the Plan on the Grant Date
coincident with or next following his satisfaction of such requirements of
employment with the Company or any Designated Subsidiary.

   3.2   PARTICIPATION. An Employee who has satisfied the eligibility
requirements of Section 3.1 may become a Participant in the Plan upon his
completion and delivery to the Secretary of the Company of a Subscription
Agreement provided by the Company (the "Subscription Agreement") authorizing
payroll deductions. Payroll deductions for a Participant shall commence on the
Grant Date coincident with or next following the filing of the Participant's
Subscription Agreement and shall remain in effect until revoked by the
Participant by the filing of a notice of withdrawal from the Plan under Article
VIII or by the filing of a new Subscription Agreement providing for a change in
the Participant's payroll deduction rate under Section 5.2.

   3.3   SPECIAL RULES. Under no circumstances shall:

         (a)      A 5% Owner be granted a right to purchase Company Stock under
the Plan;

         (b)      A Participant be entitled to purchase Company Stock under the
Plan which, when aggregated with all other employee stock purchase plans of the
Company, exceed an amount equal to the Aggregate Maximum. "Aggregate Maximum"
means an amount equal to $25,000 worth of Company Stock (determined using the
fair market value of such Company Stock at each applicable Grant Date) during
each Plan Year; or


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         (c)      The number of shares of Company Stock purchasable by a
Participant on any Purchase Date exceed 5,000 shares, subject to periodic
adjustments under Section 10.4.

                                   ARTICLE IV
                                OFFERING PERIODS

   4.1   OFFERING PERIODS. The initial grant of the right to purchase Company
Stock under the Plan shall occur on the Effective Date. Thereafter, the Plan
shall provide for Offering Periods commencing on each Grant Date and terminating
on the next following Purchase Date, except that the first Offering Period shall
have four (4) Purchase Dates and shall end on December 31, 2001. The Board shall
have the power to change the Offering Periods without stockholder approval.

                                    ARTICLE V
                               PAYROLL DEDUCTIONS

   5.1   PARTICIPANT ELECTION. Upon completion of the Subscription Agreement,
each Participant shall designate the amount of payroll deductions to be made
from his paycheck to purchase Company Stock under the Plan. The amount of
payroll deductions shall be designated in whole percentages of Compensation, not
to exceed 15%. The amount so designated upon the Subscription Agreement shall be
effective as of the next Grant Date and shall continue until terminated or
altered in accordance with Section 5.2 below.

   5.2   CHANGES IN ELECTION. A Participant may terminate participation in the
Plan at any time prior to the close of an Offering Period as provided in Article
8. A Participant may decrease or increase the rate of payroll deductions one
time during any Offering Period by completing and delivering to the Secretary of
the Company a new Subscription Agreement setting forth the desired change at
least 15 days prior to the end of the Offering Period. A Participant may also
terminate payroll deductions and have accumulated deductions for the Offering
Period applied to the purchase of Company Stock as of the next Purchase Date by
completing and delivering to the Secretary a new Subscription Agreement setting
forth the desired change. Any change under this Section shall become effective
on the next payroll period (to the extent practical under the Company's payroll
practices) following the delivery of the new Subscription Agreement.

   5.3   PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
separate account ("Account") for each Participant. The amount of each
Participant's payroll deductions shall be credited to his Account. Other than
through payroll deductions, an Employee may not make any other payments into his
Account. No interest will be paid or allowed on amounts credited to a
Participant's Account. All payroll deductions received by the Company under the
Plan are general corporate assets of the Company and may be used by the Company
for any corporate purpose. The Company is not obligated to segregate such
payroll deductions.

                                   ARTICLE VI
                            GRANT OF PURCHASE RIGHTS

   6.1   RIGHT TO PURCHASE SHARES. On each Grant Date, each Participant shall be
granted a right to purchase at the price determined under Section 6.2 that
number of shares and partial shares of Company Stock that can be purchased with
the amounts held in his Account, subject to the limits set forth in Section
3.3(c). If there are amounts held in a Participant's


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Account that are not used to purchase Company Stock, such amounts shall remain
in the Participant's Account and shall be eligible to purchase Company Stock on
any subsequent Purchase Date.

   6.2   PURCHASE PRICE. The purchase price for any Offering Period shall be the
lesser of:

         (a)      85% of the Fair Market Value of Company Stock on the Grant
Date; or

         (b)      85% of the Fair Market Value of Company Stock on the Purchase
Date.

   6.3   FAIR MARKET VALUE. "Fair Market Value" for the initial Grant Date
(which is the Effective Date) shall be the initial price to the public as set
forth in the final prospectus included within the registration statement on Form
S-1 filed with the SEC for the initial public offering of the Company's common
stock. For any subsequent date thereafter, "Fair Market Value" shall mean the
value of one share of Company Stock, determined as follows:

         (a)      If the Company Stock is then listed or admitted to trading on
the Nasdaq National Market System or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the closing sale price on the date of
valuation on the Nasdaq National Market System or principal stock exchange on
which the Company Stock is then listed or admitted to trading, or, if no closing
sale price is quoted or no sale takes place on such day, then the Fair Market
Value shall be the closing sale price of the Company Stock on the Nasdaq
National Market System or such exchange on the next preceding day on which a
sale occurred.

         (b)      If the Company Stock is not then listed or admitted to trading
on the Nasdaq National Market System or a stock exchange which reports closing
sale prices, the Fair Market Value shall be the average of the closing bid and
asked prices of the Company Stock in the over-the-counter market on the date of
valuation. If no sales take place on such day, then the fair market value shall
be the average of the closing bid and asked prices on the next preceding day on
which sales occurred.

         (c)      If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Board or any
committee appointed by the Board in good faith using any reasonable method of
valuation, which determination shall be conclusive and binding on all interested
parties.

                                   ARTICLE VII
                                PURCHASE OF STOCK

   7.1   PURCHASE OF COMPANY STOCK. Absent an election by the Participant to
terminate and have his Account returned, on each Purchase Date, the Plan shall
purchase on behalf of each Participant the maximum number of whole shares of
Company Stock at the purchase price determined under Section 6.2 above as can be
purchased with the amounts held in each Participant's Account. In the event that
there are amounts held in a Participant's Account that are not used to purchase
Company Stock, all such amounts shall be held in the Participant's Account and
carried forward to the next Offering Period, or to the next Purchase Date within
the first Offering Period, if any.


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   7.2   DELIVERY OF COMPANY STOCK.

         (a)      Company Stock acquired under the Plan may either be issued
directly to Participants or may be issued to a contract administrator
("Administrator") engaged by the Company to administer the Plan under Article
IX. If the Company Stock is issued in the name of the Administrator, all Company
Stock so issued ("Plan Held Stock") shall be held in the name of the
Administrator for the benefit of the Plan. The Administrator shall maintain
accounts for the benefit of the Participants which shall reflect each
Participant's interest in the Plan Held Stock. Such accounts shall reflect the
number of shares of Company Stock that are being held by the Administrator for
the benefit of each Participant.

         (b)      Any Participant may elect to have the Company Stock purchased
under the Plan from his Account be issued directly to the Participant. Any
election under this paragraph shall be on the forms provided by the Company and
shall be issued in accordance with paragraph (c) below.

         (c)      In the event that Company Stock under the Plan is issued
directly to a Participant, the Company will deliver to each Participant a stock
certificate or certificates issued in his name for the number of shares of
Company Stock purchased as soon as practicable after the Purchase Date. Where
Company Stock is issued under this paragraph, only full shares of stock will be
issued to a Participant. The time of issuance and delivery of shares may be
postponed for such period as may be necessary to comply with the registration
requirements under the Securities Act of 1933, as amended, the listing
requirements of any securities exchange on which the Company Stock may then be
listed, or the requirements under other laws or regulations applicable to the
issuance or sale of such shares.

                                  ARTICLE VIII
                                   WITHDRAWAL

   8.1   IN SERVICE WITHDRAWALS. At any time prior to the Purchase Date of an
Offering Period, any Participant may withdraw the amounts held in his Account by
executing and delivering to the Secretary for the Company written notice of
withdrawal on the form provided by the Company. In such a case, the entire
balance of the Participant's Account shall be paid to the Participant, without
interest, as soon as is practicable. Upon such notification, the Participant
shall cease to participate in the Plan for the remainder of the Offering Period,
and for the immediately following Offering Period in which the notice is given.
Any Employee who has withdrawn under this Section shall be excluded from
participation in the Plan for the remainder of the Offering Period and for the
immediately following Offering Period, but may then be reinstated as a
Participant for a subsequent Offering Period by executing and delivering a new
Subscription Agreement to the Secretary of the Company.

   8.2   TERMINATION OF EMPLOYMENT.

         (a)      In the event that a Participant's employment with the Company
terminates for any reason, the Participant shall cease to participate in the
Plan on the date of termination. As soon as is practical following the date of
termination, the entire balance of the Participant's Account shall be paid to
the Participant or his beneficiary, without interest.

         (b)      A Participant may file a written designation of a beneficiary
who is to receive any shares of Company Stock purchased under the Plan or any
cash from the Participant's Account in the event of his death subsequent to a
Purchase Date, but prior to


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delivery of such shares and cash. In addition, a Participant may file a written
designation of a beneficiary who is to receive any cash from the Participant's
Account under the Plan in the event of his death prior to a Purchase Date under
paragraph (a) above.

         (c)      Any beneficiary designation under paragraph (b) above may be
changed by the Participant at any time by written notice. In the event of the
death of a Participant, the Committee may rely upon the most recent beneficiary
designation it has on file as being the appropriate beneficiary. In the event of
the death of a Participant where no valid beneficiary designation exists or the
beneficiary has predeceased the Participant, the Committee shall deliver any
cash or shares of Company Stock to the executor or administrator of the estate
of the Participant, or if no such executor or administrator has been appointed
to the knowledge of the Committee, the Committee, in its sole discretion, may
deliver such shares of Company Stock or cash to the spouse or any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Committee, then to such other person as the Committee
may designate.

                                   ARTICLE IX
                               PLAN ADMINISTRATION

   9.1   PLAN ADMINISTRATION.

         (a)      Authority to control and manage the operation and
administration of the Plan shall be vested in the Board or a committee
("Committee") thereof. As used herein, the term "Administrator" means the Board
or, with respect to any matter as to which responsibility has been delegated to
the Committee, the term Administrator shall mean the Committee. The
Administrator shall have all powers necessary to supervise the administration of
the Plan and control its operations.

         (b)      In addition to any powers and authority conferred upon the
Administrator elsewhere in the Plan or by law, the Administrator shall have the
following powers and authority:

                           (i) To designate agents to carry out responsibilities
relating to the Plan;

                           (ii) To administer, interpret, construe and apply
this Plan and to answer all questions which may arise or which may be raised
under this Plan by a Participant, his beneficiary or any other person
whatsoever;

                           (iii) To establish rules and procedures from time to
time for the conduct of its business and for the administration and effectuation
of its responsibilities under the Plan; and

                           (iv) To perform or cause to be performed such further
acts as it may deem to be necessary, appropriate, or convenient for the
operation of the Plan.

         (c)      Any action taken in good faith by the Board or Committee in
the exercise of authority conferred upon it by this Plan shall be conclusive and
binding upon a Participant and his beneficiaries. All discretionary powers
conferred upon the Board or Committee shall be absolute.


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   9.2   LIMITATION ON LIABILITY. No Employee of the Company nor member of the
Board or Committee shall be subject to any liability with respect to his duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any other Employee of the Company with duties under the Plan who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed proceeding, whether civil, criminal, administrative, or
investigative, by reason of the person's conduct in the performance of his
duties under the Plan.

                                    ARTICLE X
                                  COMPANY STOCK

   10.1  LIMITATIONS ON PURCHASE OF SHARES. The maximum number of shares of
Company Stock that shall be made available for sale under the Plan shall be
_____________ shares, subject to adjustment under Section 10.4 below. The shares
of Company Stock to be sold to Participants under the Plan will be issued by the
Company. If the total number of shares of Company Stock that would otherwise be
issuable pursuant to rights granted pursuant to Section 6.1 of the Plan at the
Purchase Date exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available in as
uniform and equitable manner as is practicable. In such event, the Company shall
give written notice of such reduction of the number of shares to each
Participant affected thereby and any unused payroll deductions shall be returned
to such Participant if necessary.

   10.2  VOTING COMPANY STOCK. The Participant will have no interest or voting
right in shares to be purchased under Section 6.1 of the Plan until such shares
have been purchased.

   10.3  REGISTRATION OF COMPANY STOCK. Shares to be delivered to a Participant
under the Plan will be registered in the name of the Participant unless
designated otherwise by the Participant.

   10.4  CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan which has not yet been exercised and the
number of shares of Company Stock which have been authorized for issuance under
the Plan but have not yet been placed under rights or which have been returned
to the Plan upon the cancellation of a right, as well as the Purchase Price per
share of Company Stock covered by each right under the Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Company Stock resulting from a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or the like. Such adjustment shall be made by
the Board of Directors for the Company, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Company
Stock subject to any right granted hereunder.

   10.5  MERGER OF COMPANY. In the event that the Company at any time proposes
to merge into, consolidate with or enter into any other reorganization pursuant
to which the Company is not the surviving entity (including the sale of
substantially all of its assets or a "reverse" merger in which the Company is
the surviving entity), the Plan shall terminate, unless provision is made in
writing in connection with such transaction for the continuance of the Plan and
for the assumption of rights theretofore granted, or the substitution for such
rights of new rights covering the shares of a successor corporation, with
appropriate adjustments as to


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number and kind of shares and prices, in which event the Plan and the rights
theretofore granted or the new rights substituted therefor, shall continue in
the manner and under the terms so provided. If such provision is not made in
such transaction for the continuance of the Plan and the assumption of rights
theretofore granted or the substitution for such rights of new rights covering
the shares of a successor corporation, then the Board of Directors or its
committee shall cause written notice of the proposed transaction to be given to
the persons holding rights not less than 10 days prior to the anticipated
effective date of the proposed transaction, and, concurrent with the effective
date of the proposed transaction, such rights shall be exercised automatically
in accordance with Section 7.1 as if such effective date were a Purchase Date of
the applicable Offering Period unless a Participant withdraws from the Plan as
provided in Section 8.1.

                                   ARTICLE XI
                              MISCELLANEOUS MATTERS

   11.1  AMENDMENT AND TERMINATION. The Plan shall terminate on the ten year
anniversary of the Effective Date. Since future conditions affecting the Company
cannot be anticipated or foreseen, the Company reserves the right to amend,
modify, or terminate the Plan at any time. Upon termination of the Plan, all
benefits shall become payable immediately. Notwithstanding the foregoing, no
such amendment or termination shall affect rights previously granted, nor may an
amendment make any change in any right previously granted which adversely
affects the rights of any Participant. In addition, no amendment may be made
without prior approval of the stockholders of the Company if such amendment
would:

         (a)      Increase the number of shares of Company Stock that may be
issued under the Plan;

         (b)      Materially modify the requirements as to eligibility for
participation in the Plan; or

         (c)      Materially increase the benefits which accrue to Participants
under the Plan.

   11.2  STOCKHOLDER APPROVAL. Continuance of the Plan and the effectiveness of
any right granted hereunder shall be subject to approval by the stockholders of
the Company, within twelve months before or after the date the Plan is adopted
by the Board.

   11.3  BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned or
alienated, whether voluntarily or involuntarily. Any attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
Article VIII.

   11.4  TRANSFERABILITY. Neither payroll deductions credited to a Participant's
Account, nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 8.2 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from the Offering Period in accordance with Article VIII hereof.


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   11.5  NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Employee or to be consideration for, or an
inducement to, or a condition of, the employment of any Employee. Nothing
contained in the Plan shall be deemed to give the right to any Employee to be
retained in the employ of the Company or to interfere with the right of the
Company to discharge any Employee at any time.

   11.6  GOVERNING LAW. To the extent not preempted by Federal law, all legal
questions pertaining to the Plan shall be determined in accordance with the laws
of the State of Delaware.

   11.7  NON-BUSINESS DAYS. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal holiday, that act
shall be performed on the next succeeding day which is not a Saturday, Sunday or
legal holiday. Notwithstanding the above, Fair Market Value shall be determined
in accordance with Section 6.3.

   11.8  COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of the
Plan, the Committee shall administer the Plan in such a way to ensure that the
Plan at all times complies with any requirements of Federal Securities Laws. For
example, affiliates may be required to make irrevocable elections in accordance
with the rules set forth under Section 16b-3 of the Securities Exchange Act of
1934.


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