<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.


                                    NO. 2
                         STOCK SUBSCRIPTION WARRANT

                        TO PURCHASE COMMON STOCK OF

                     SONOMA SYSTEMS, INC. (THE "COMPANY")

                    DATE OF INITIAL ISSUANCE: JULY 8, 1998

     THIS CERTIFIES THAT for value received, PRIORITY CAPITAL RESOURCES or
its registered assigns (hereinafter called the "Holder") is entitled to
purchase from the Company, at any time during the Term of this Warrant,
Thirty One Thousand Three Hundred Ninety Seven (31,397) shares of
Common Stock, $0.01 par value, of the Company, at the Warrant Price, payable
as provided herein. The exercise of this Warrant shall be subject to the
provisions, limitations and restrictions herein contained, and may be
exercised in whole or in part.

SECTION 1. DEFINITIONS.

     For all purposes of this Warrant, the following terms shall have the
meanings indicated:

     COMMON STOCK - shall mean and include the Company's authorized Common
Stock, $0.01 par value, as constituted at the date hereof.

     EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     SECURITIES ACT - shall mean the Securities Act of 1933, as amended, from
time to time.

     TERM OF THIS WARRANT - shall mean the period beginning on the date of
initial issuance hereof and ending on July 7, 2003.

     WARRANT PRICE - shall mean $1.07 per share, subject to adjustment in
accordance with Section 5 hereof.

     WARRANTS - shall mean this Stock Subscription Warrant and any other
warrant or warrants issued in connection with a Commitment Letter dated June
12, 1998 executed by the Company and Transamerica Business Credit Corporation
(the "Commitment Letter") to the original holder of this Warrant, or any
transferees from such original holder or this Holder.

     WARRANT SHARES - shall mean shares of Common Stock purchased or
purchasable by the Holder of this Warrant upon the exercise hereof.


<PAGE>

SECTION 2. EXERCISE OF WARRANT.

     2.1.   PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in
whole or in part (but not as to any fractional share of Common Stock), the
Holder shall deliver to the Company at its office referred to in Section 12
hereof at any time and from time to time during the Term of this Warrant: (i)
the Notice of Exercise in the form attached hereto, (ii) cash, certified or
official bank check payable to the order of the Company, wire transfer of
funds to the Company's account, or evidence of any indebtedness of the
Company to the Holder (or any combination of any of the foregoing) in the
amount of the Warrant Price for each share being purchased, and (iii) this
Warrant. Notwithstanding any provisions herein to the contrary, if the
Current Market Price (as defined in Section 5) is greater than the Warrant
Price (at the date of calculation, as set forth below), in lieu of exercising
this Warrant as hereinabove permitted, the Holder may elect to receive shares
of Common Stock equal to the value (as determined below) of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the
office of the Company referred to in Section 12 hereof, together with the
Notice of Exercise, in which event the Company shall issue to the Holder that
number of shares of Common Stock computed using the following formula:

                       CS = WCS x (CMP-WP)
                            --------------
                                 CMP


Where

     CS       equals the number of shares of Common Stock to be issued to the
              Holder

     WCS      equals the number of shares of Common Stock purchasable under
              the 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)

     CMP      equals the Current Market Price (at the date of such
              calculation)

     WP       equals the Warrant Price (as adjusted to the date of such
              calculation)

In the event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the shares of Common Stock so purchased,
registered in the name of the Holder or such other name or names as may be
designated by the Holder, shall be delivered to the Holder hereof within a
reasonable time, not exceeding fifteen (15) days, after the rights
represented by this Warrant shall have been so exercised; and, unless this
Warrant has expired, a new Warrant representing the number of shares (except
a remaining fractional share), if any, with respect to which this Warrant
shall not then have been exercised shall also be issued to the Holder hereof
within such time. The person in whose name any certificate for shares of
Common Stock is issued upon exercise of this Warrant shall for all purposes
be deemed to have become the holder of record of such shares on the date on
which the Warrant was surrendered and payment of the Warrant Price and any
applicable taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are open

     2.2.   TRANSFER RESTRICTION LEGEND.  Each certificate for Warrant Shares
shall bear the following legend (and any additional legend required by (i)
any applicable state securities laws and (ii) any securities exchange upon
which such Warrant Shares may, at the time of such exercise, be listed) on


                                  - 2 -

<PAGE>


the face thereof unless at the time of exercise such Warrant Shares shall be
registered under the Securities Act:


     "The shares represented by this certificate have not been registered
     under the Securities Act of 1933, as amended, and may not be sold or
     transferred in the absence of such registration or an exemption
     therefrom under said Act."

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public distribution under a registration statement of the
securities represented thereby) shall also bear such legend unless, in the
opinion of counsel for the holder thereof (which counsel shall be reasonably
satisfactory to counsel for the Company) the securities represented thereby
are not, at such time, required by law to bear such legend.

SECTION 3. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees
that all shares of Common Stock that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof. The Company further covenants and agrees that
it will pay when due and payable any and all federal and state taxes which
may be payable in respect of the issue of this Warrant or any Common Stock or
certificates therefor issuable upon the exercise of this Warrant. The Company
further covenants and agrees that the Company will at all times have
authorized and reserved, free from preemptive rights, a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented
by this Warrant. The Company further covenants and agrees that if any shares
of capital stock to be reserved for the purpose of the issuance of shares
upon the exercise of this Warrant require registration with or approval of
any governmental authority under any federal or state law before such shares
may be validly issued or delivered upon exercise, then the Company will in
good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be. If and so long as the Common
Stock issuable upon the exercise of this Warrant is listed on any national
securities exchange, the Company will, if permitted by the rules of such
exchange, list and keep listed on such exchange, upon official notice of
issuance, all shares of such common Stock issuable upon exercise of this
Warrant.

SECTION 4.  ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the
Warrant Price as provided in Section 5, the Holder shall thereafter be
entitled to purchase, at the Warrant Price resulting from such adjustment,
the number of shares (calculated to the nearest tenth of a share) obtained by
multiplying the Warrant Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant Price resulting
from such adjustment.

SECTION 5.  ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject
to adjustment from time to time as follows:

     (i)  If, at any time during the Term of this Warrant, the number of
Common Stock outstanding is increased by a stock dividend payable in shares
of Common Stock or by a subdivision or split-up of shares of Common Stock,
then, following the record date fixed for the determination of holders of
Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Warrant Price shall be appropriately decreased so that the
number of shares of Common Stock issuable upon the exercise hereof shall be
increased in proportion to such increase in outstanding shares.

     (ii) If, at any time during the Term of this Warrant, the number of
shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then following


                                  - 3 -

<PAGE>

the record date for such combination, the Warrant Price shall appropriately
increase so that the number of shares of Common Stock issuable upon the
exercise hereof shall be decreased in proportion to such decrease in
outstanding shares.

     (iii) In case, at any time during the Term of this Warrant, the Company
shall declare a cash dividend upon its Common Stock payable otherwise than
out of earnings or earned surplus or shall distribute to holders of its
Common Stock shares of its capital stock (other than Common Stock), stock or
other securities of other persons, evidences of indebtedness issued by the
Company or other persons, assets (excluding cash dividends and distributions)
or options or rights (excluding options to purchase and rights to subscribe
for Common Stock or other securities of the Company convertible into or
exchangeable for Common Stock), then, in each such case, immediately
following the record date fixed for the determination of the holders of
Common Stock entitled to receive such dividend or distribution, the Warrant
price in effect thereafter shall be determined by multiplying the Warrant Price
in effect immediately prior to such record date by a fraction of which
the numerator shall be an amount equal to the difference of (x) the
Current Market Price of one share of Common Stock minus (y) the fair
market value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive) of the stock, securities,
evidences of indebtedness, assets, options or rights so distributed in
respect of one share of Common Stock, and of which the denominator shall be
such Current Market Price.

     (iv)  All calculations under this Section 5 shall be made to the nearest
cent or to the nearest one-tenth (1/10) of a share, as the case may be.

     (v)   For the purpose of any computation pursuant to this Section 5, the
Current Market Price at any date of one share of Common Stock shall be deemed
to be the average of the daily closing prices for the 15 consecutive business
days ending on the last business day before the day in question (as adjusted
for any stock dividend, split, combination or reclassification that took
effect during such 15 business day period). The closing price for each day
shall be the the last reported sales price regular way or, in case no such
reported sales took place on such day, the average of the last reported bid
and asked prices regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading or as reported by Nasdaq (or if the Common Stock is not at the time
listed or admitted for trading on any such exchange or if prices of the
Common Stock are not reported by Nasdaq then such price shall be equal to the
average of the last reported bid and asked prices on such day as reported by
The National Quotation Bureau Incorporated or any similar reputable quotation
and reporting service, if such quotation is not reported by The National
Quotation Bureau Incorporated); provided, however, that if the Common Stock
is not traded in such manner that the quotations referred to in this clause
(v) are available for the period required hereunder, the Current Market Price
shall be determined in good faith by the Board of Directors of the Company
or, if such determination cannot be made, by a nationally recognized
independent investment banking firm selected by the Board of Directors of the
Company (or if such selection cannot be made, by a nationally recognized
independent investment banking firm selected by the American Arbitration
Association in accordance with its rules).

     (vi)  Whenever the Warrant Price shall be adjusted as provided in
Section 5, the Company shall prepare a statement showing the facts requiring
such adjustment and the Warrant Price that shall be in effect after such
adjustment. The Company shall cause a copy of such statement to be sent by
mail, first class postage prepaid, to each Holder of this Warrant at its, his
or her address appearing on the Company's records. Where appropriate, such
copy may be given in advance and may be included as part of the notice
required to be mailed under the provisions of subsection (viii) of this
Section 5.


                                  - 4 -


<PAGE>

     (vii) Adjustments made pursuant to clauses (i), (ii) and (iii) above
shall be made on the date such dividend, subdivision, split-up, combination
or distribution, as the case may be, is made, and shall become effective at
the opening of business on the business day next following the record date
for the determination of stockholders entitled to such dividend, subdivision,
split-up, combination or distribution.

    (viii) In the event the Company shall propose to take any action of the
types described in clauses (i), (ii), or (iii) of this Section 5, the Company
shall forward, at the same time and in the same manner, to the Holder of this
Warrant such notice, if any, which the Company shall give to the holders of
capital stock of the Company.

     (ix)  In any case in which the provisions of this Section 5 shall
require that an adjustment shall become effective immediately after a record
date for an event, the Company may defer until the occurrence of such event
issuing to the Holder of all or any part of this Warrant which is exercised
after such record date and before the occurrence of such event the additional
shares of capital stock issuable upon such exercise by reason of the
adjustment required by such event over and above the shares of capital stock
issuable upon such exercise before giving effect to such adjustment event;
provided, however, that the Company shall deliver to such Holder a due bill
or other appropriate instrument evidencing such Holder's right to receive
such additional shares upon the occurrence of the event requiring such
adjustment.

SECTION 6. OWNERSHIP

     6.1.   OWNERSHIP OF THIS 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 until presentation of this Warrant for
registration of transfer as provided in this Section 6.

     6.2    TRANSFER AND REPLACEMENT. This warrant and all rights hereunder
are transferable in whole or in part upon the books of the Company by the
Holder hereof in person or by duly authorized attorney, and a new Warrant or
Warrants, of the same tenor as this Warrant but registered in the name of the
transferee or transferees (and in the name of the Holder, if a partial
transfer is effected) shall be made and delivered by the Company upon
surrender of this Warrant duly endorsed, at the office of the Company
referred to in Section 12 hereof. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft or destruction, and, in such
case, of indemnity or security reasonably satisfactory to it, and upon
surrender of this Warrant if mutilated, the Company will make and deliver a
new Warrant of like tenor, in lieu of this Warrant; provided that if the
Holder hereof is an instrumentality of a state or local government or an
institutional holder or a nominee for such an instrumentality or
institutional holder an irrevocable agreement of indemnity by such Holder
shall be sufficient for all purposes of this Section 6, and no evidence of
loss or theft or destruction shall be necessary. This Warrant shall be
promptly cancelled by the Company upon the surrender hereof in connection
with any transfer or replacement. Stock transfer taxes (if any) payable in
connection with a transfer of this Warrant, shall be payable by the Holder.
Holder will not transfer this Warrant and the rights hereunder except in
compliance with federal and state securities laws.

SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed
consolidation or merger of the Company with another entity, or the proposed
sale of all or substantially all of its assets to another person or entity,
or any proposed reorganization of reclassification of the capital stock of
the Company, then, as a condition of such consolidation, merger, sale,
reorganization or reclassification, lawful and adequate provision shall be
made whereby the Holder of this Warrant shall thereafter have the right to


                                    - 5 -

<PAGE>

receive upon the basis and upon the terms and conditions specified herein, in
lieu of the shares of the Common Stock of the Company immediately theretofore
purchasable hereunder, such shares of stock, securities or assets as may (by
virtue of such consolidation, merger, sale, reorganization or
reclassification) be issued or payable with respect to or in exchange for the
number of shares of such Common Stock purchasable hereunder immediately
before such consolidation, merger, sale, reorganization or reclassification.
In any such case appropriate provision shall be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions hereof shall thereafter be applicable as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of this Warrant.

SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution
of the assets of the Company in dissolution or liquidation (except under
circumstances when the foregoing Section 7 shall be applicable), the Company
shall give notice thereof to the Holder hereof and shall make no distribution
to shareholders until the expiration of thirty (30) days from the date of
mailing of the aforesaid notice and, in any case, the Holder hereof may
exercise this Warrant within thirty (30) days from the date of the giving of
such notice, and all rights herein granted not so exercised within such
thirty-day period shall thereafter become null and void.

SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of
the Company shall declare any dividend or other distribution on its Common
Stock except out of earned surplus or by way of a stock dividend payable in
shares of its Common Stock, the Company shall mail notice thereof to the
Holder hereof not less than thirty (30) days prior to the record date fixed
for the determining shareholders entitled to participate in such dividend or
other distribution, and Holder hereof shall not participate in such dividend
or other distribution unless this Warrant is exercised prior to such record
date. The provisions of this Section 9 shall not apply to distributions made
in connection with transactions covered by Section 7.

SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the
exercise of this Warrant but in any case where the Holder would, except for
the provisions of this Section 10, be entitled under the terms hereof to
receive a fractional share upon the complete exercise of this Warrant, the
Company shall, upon the exercise of this Warrant for the largest number of
whole shares then called for, pay a sum in cash equal to the excess of the
value of such fractional share (determined in such reasonable manner as may
be prescribed in good faith by the Board of Directors of the Company) over
the Warrant Price for such fractional share.

SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and
agrees that during the Term of the Warrant, unless otherwise approved by the
Holder of this Warrant:

     11.1 WILL RESERVE SHARES. The Company will reserve and set apart and
have available for issuance at all times, free from preemptive or other
preferential rights, the number of shares of authorized but unissued Common
Stock deliverable upon the exercise of this Warrant.

     11.2 WILL NOT AMEND CERTIFICATE. The Company will not amend its
Certificate of Incorporation to eliminate as an authorized class of capital
stock that class denominated as "Common Stock" on the date hereof.

     11.3 WILL BIND SUCCESSORS. This Warrant shall be binding upon any
corporation or other person or entity succeeding to the Company by merger,
consolidation or aquisition of all or substantially all of the Company's
assets.

                                      -6-


<PAGE>

SECTION 12. NOTICES. Any notice or other document required or permitted to be
given or delivered to the Holder shall be delivered at, or sent by certified
or registered mail to, the Holder at Transamerica Technology Finance
Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention:
Assistant Vice President, Lease Administration, with a copy to the Lender at
Riverway Il, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois
60018, Attention: Legal Department or to such other address as shall have
been furnished to the Company in writing by the Holder. Any notice or other
document required or permitted to be given or delivered to the Company shall
be delivered at, or sent by certified or registered mail to, the Company at
4640 Admiralty Way, Suite 600, Marina del Ray, California, 90292-6695,
Attention: Chief Financial Officer or to such other address as shall have
been furnished in writing to the Holder by the Company. Any notice so
addressed and mailed by registered or certified mail shall be deemed to be
given when so mailed. Any notice so addressed and otherwise delivered shall
be deemed to be given when actually received by the addressee.

SECTION 13. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant
shall not entitle the Holder to any of the rights of a shareholder of the
Company except upon exercise in accordance with the terms hereof. No
provision hereof, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights
or privileges of the Holder, shall give rise to any liability of the Holder
for the Warrant Price hereunder or as a shareholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.

SECTION 14. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.

SECTION 15. MISCELLANEOUS. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by both parties (or any respective predecessor in interest thereof).
The headings in this Warrant are for purposes of reference only and shall not
affect the meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer this 9th day of July, 1998.

                                       SONOMA SYSTEMS, INC.
[CORPORATE SEAL]
                                       By:    /s/ Steve M. Waszak
                                              --------------------------------
                                       Title: Vice President Finance
                                              Chief Financial Officer

                                       - 7-

<PAGE>

                          FORM OF NOTICE OF EXERCISE

               [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                        TO EXERCISE THE WITHIN WARRANT

     The undersigned hereby exercises the right to purchase _______ shares of
Common Stock which the undersigned is entitled to purchase by the terms of
the within Warrant according to the conditions thereof, and herewith

[CHECK ONE]             / /  makes payment of $ _______ therefor; or


                        / /  directs the Company to issue _______ shares, and
                             to withhold ____ shares in lieu of payment of the
                             Warrant Price, as described in Section 2.1 of
                             the Warrant.

All shares to be issued pursuant hereto shall be issued in the name of and
the initial address of such person to entered on the books of the Company
shall be:

     The shares are to be issued in certificates of the following denominations:

                                       _______________________________________
                                       [Type Name of Holder]


                                       By:    ________________________________

                                       Title: ________________________________

Dated: _______________________________

                                      -8-

<PAGE>

                              FORM OF ASSIGNMENT
                                   (ENTIRE)

                  [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT]

                      TO BE EXECUTED BY THE REGISTERED HOLDER
                           TO TRANSFER THE WITHIN WARRANT

     FOR VALUE RECEIVED ________________________________________ hereby sells,
assigns and transfers unto ____________________________________ all rights of
the undersigned under and pursuant to the within Warrant, and the undersigned
does hereby irrevocably constitute and appoint _______________________________
Attorney to transfer the said Warrant on the books of the Company, with full
power of substitution.

                                       _______________________________________
                                       [Type Name of Holder]


                                       By:    ________________________________

                                       Title: ________________________________

Dated: _______________________________

NOTICE

     The signature to the foregoing Assignment must correspond to the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.

                                       - 9 -


<PAGE>


                              FORM OF ASSIGNMENT
                                   (PARTIAL)

               [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT]

                      TO BE EXECUTED BY THE REGISTERED HOLDER
                           TO TRANSFER THE WITHIN WARRANT

     FOR VALUE RECEIVED ________________________________________ hereby
sells, assigns and transfers unto ____________________________________ (i)
all rights of the undersigned to purchase ________ shares of Common Stock
under and pursuant to the within Warrant, and (ii) on a non-exclusive basis,
all other rights of the undersigned under and pursuant to the within Warrant,
it being understood that the undersigned shall retain (and not jointly) with
the transferee(s) named herein, all rights assigned on such non-exclusive
basis. The undersigned does hereby irrevocably constitute and appoint
_______________________________ Attorney to transfer the said Warrant on the
books of the Company, with full power of substitution.

                                       _______________________________________
                                       [Type Name of Holder]


                                       By:    ________________________________

                                       Title: ________________________________

Dated: _______________________________

NOTICE

     The signature to the foregoing Assignment must correspond to the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.

                                       - 10 -