<PAGE>
                                                                     EXHIBIT 4.3

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B)
AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY AND ITS
COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

                             SONICBLUE INCORPORATED

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:  W-__                                 Number of Shares:  2,500,000

Date of Issuance:  April 22, 2002

        SONICblue Incorporated, a Delaware corporation (the "Company"), hereby
certifies that, for Ten United States Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ____________, the registered holder hereof or its permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company upon surrender of this Warrant, at any time or times on or after the
date hereof, but not after 8:00 P.M., New York City Time, on the Expiration Date
(as defined herein) 2,500,000 fully paid nonassessable shares of Common Stock
(as defined herein) of the Company at the Warrant Exercise Price per share
provided in Section 1(b) below; provided, however, that the Company shall not
effect and shall have no obligation to effect the exercise of this Warrant and
no holder of this Warrant shall have the right to exercise this Warrant, to the
extent that after giving effect to such exercise, the beneficial owner of such
shares (together with such Person's affiliates) would have acquired, through
exercise of this Warrant or otherwise (including conversion of the Debentures),
beneficial ownership of a number of shares of Common Stock that exceeds 9.99% of
the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by a Person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which the determination of such sentence is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i)
exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person or any of its affiliates and (ii) exercise or conversion of
the unexercised or unconverted portion of any other securities of the Company
(including, without limitation, any convertible notes, debentures or preferred
stock) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by such Person or any of its
affiliates. Except as set forth in the preceding sentence, for


<PAGE>

purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. For purposes of this paragraph, in determining the number of
outstanding shares of Common Stock, a holder of this Warrant may rely on the
number of outstanding shares of Common Stock as reflected in (1) the Company's
most recent Form 10-Q, Form 10-K or other public filing with the Securities and
Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or its transfer agent
setting forth the number of shares of Common Stock outstanding. Upon the written
request of any holder, the Company shall promptly, but in no event later than
one (1) Business Day following the receipt of such notice, confirm in writing to
any such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after
giving effect to actual conversions of Convertible Debentures (as defined below)
and actual exercise of Warrants (as defined below) by the holder and its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.

        Section 1.

        (a) SECURITIES PURCHASE AGREEMENT. This Warrant (as defined herein) is
one of the Warrants issued pursuant to Section 1 of that certain Securities
Purchase Agreement dated as of April 21, 2002, among the Company and the Buyers
referred to therein (the "Securities Purchase Agreement").

        (b) DEFINITIONS. The location of definitions used in this Warrant is set
forth on the Index of Terms attached hereto and the following words and terms as
used in this Warrant shall have the following meanings:

            "1933 Act " means the Securities Act of 1933, as amended.

            "Acquisition Transaction" shall mean an acquisition (not
constituting an Organic Change) by the Company of another Person or Persons,
whether pursuant to the purchase of all or substantially all of the assets of
another Person or consolidation, merger or other business combination of the
Company with another Person or Persons, in every case on an arms'-length basis
with an unaffiliated third party.

            "Approved Stock Plan" means any employee benefit plan or other
agreement which has been approved by the Board of Directors of the Company,
pursuant to which the Company's securities may be issued to any employee,
consultant, officer or director for services provided to the Company.

            "Bloomberg" means Bloomberg Financial Markets.

            "Business Day" means any day other than Saturday, Sunday or other
day on which commercial banks in The City of New York are authorized or required
by law to remain closed.

            "Closing Sale Price" means, for any security as of any date, the
last closing trade price for such security on the Principal Market as reported
by Bloomberg, or if the Principal Market begins to operate on an extended hours
basis, and does not designate the


                                       2
<PAGE>

closing trade price, then the last trade price at 4:00 p.m., New York City Time,
as reported by Bloomberg, or if the foregoing do not apply, the last closing
trade 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 last
closing trade price is reported for such security by Bloomberg, the last closing
ask price of such security as reported by Bloomberg, or, if no last closing ask
price is reported for such security by Bloomberg, the average of the highest bid
price and the lowest ask price of any market makers for such security as
reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Sale Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Sale 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 at least a majority of the shares of Common Stock
obtainable upon exercise of all Warrants then outstanding. If the Company and
the holders of the Warrants are unable to agree upon the fair market value of
the Common Stock, then such dispute shall be resolved pursuant to Section 2(a)
below. 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 solely by the Company.

            "Common Stock" means (i) the Company's common stock, par value
$0.0001 per share, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock and all other stock of any class or classes (however designated) of
the Company the holders of which have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference.

            "Common Stock Deemed Outstanding" shall mean at any given time, the
number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common Stock deemed to be outstanding pursuant to Sections
8(b)(i) and 8(b)(ii) but only to the extent such Options or Convertible
Securities are actually vested and exercisable and are in-the-money at such
time, but in all events excluding any shares of Common Stock owned or held by or
for the account of the Company or issuable upon conversion of the Convertible
Debentures or exercise of the Warrants.

            "Convertible Debentures" means the Company's 7 3/4% Secured Senior
Subordinated Convertible Debentures due 2005 sold pursuant to the Securities
Purchase Agreement.

            "Convertible Securities" means any stock or securities (other than
Options) directly or indirectly convertible into or exchangeable or exercisable
for Common Stock.

            "Expiration Date" means April 22, 2007 or, if such date does not
fall on a Business Day or on a day on which trading takes place on the Principal
Market, then the next Business Day.

            "Option" means any rights, warrants or options to subscribe for or
purchase or otherwise acquire Common Stock or Convertible Securities.


                                       3
<PAGE>

            "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

            "Principal Market" means the Nasdaq National Market ("NASDAQ") or,
if the Common Stock is not traded on NASDAQ, then the principal securities
exchange or trading market for the Common Stock.

            "Registration Rights Agreement" means that registration rights
agreement dated April 22, 2002 by and among the Company and the Persons referred
to therein.

            "Strategic Financing" means the issuance of Common Stock or Options
or Convertible Securities to purchase Common Stock in connection with any
strategic investor, vendor, lease or similar arrangement, the primary purpose of
which is not to raise equity capital and which is approved by the Board of
Directors of the Company.

            "Warrant" means the warrants to purchase shares of Common Stock
issued pursuant to the Securities Purchase Agreement and all warrants issued in
exchange, transfer or replacement thereof.

            "Warrant Exercise Price" shall be equal to $3.39, subject to
adjustment as hereinafter provided.

            "Warrant Shares" means all shares of Common Stock issuable upon
exercise of the Warrants.

            "Weighted Average Price" means, for any security as of any date, the
dollar volume-weighted average price for such security on the Principal Market
as reported by Bloomberg through its "Volume at Price" function or, if the
foregoing does not apply, the dollar volume-weighted average 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 dollar volume-weighted average
price is reported for such security by Bloomberg, the average of the bid prices
of each of the market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc. If the Weighted Average Price cannot be
calculated for such security on such date on any of the foregoing bases, the
Weighted Average 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 at least a majority of the shares of Common Stock obtainable upon
exercise of the Warrants then outstanding. If the Company and the holders of the
Warrants are unable to agree upon the fair market value of the Common Stock,
then such dispute shall be resolved pursuant to Section 2(a) below with the term
"Weighted Average Price" being substituted for the term "Closing Sale Price."
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 solely by the Company.

        Section 2. EXERCISE OF WARRANT.


                                       4
<PAGE>

        (a) Subject to the terms and conditions hereof, this Warrant may be
exercised by the holder hereof then registered on the books of the Company, in
whole or in part, at any time on any Business Day on or after the opening of
business on the date hereof and prior to 8:00 P.M., New York City Time, on the
Expiration Date by (i) delivery of a written notice, in the form of the
subscription notice attached as EXHIBIT A hereto or a reasonable facsimile
thereof (the "Exercise Notice"), to the Company and the Company's designated
transfer agent (the "Transfer Agent") of such holder's election to exercise this
Warrant, which notice shall specify the number of Warrant Shares to be
purchased, (ii)(A) payment to the Company of an amount equal to the Warrant
Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the "Aggregate Exercise Price") in cash or delivery
of a certified check or bank draft payable to the order of the Company or wire
transfer of immediately available funds or (B) by notifying the Company that
this Warrant is being exercised pursuant to a Cashless Exercise (as defined in
Section 2(e)), and (iii) the surrender to a common carrier for overnight
delivery to the Company as soon as practicable following such date, this Warrant
(or an indemnification undertaking with respect to this Warrant in the case of
its loss, theft or destruction); provided, that if such Warrant Shares are to be
issued in any name other than that of the registered holder of this Warrant,
such issuance shall be deemed a transfer and the provisions of Section 7 shall
be applicable. In the event of any exercise of the rights represented by this
Warrant in compliance with this Section 2(a), the Company shall on the second
(2nd) Business Day (the "Warrant Share Delivery Date") following the date of its
receipt of each of the Exercise Notice, the Aggregate Exercise Price (or notice
of Cashless Exercise) and 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) (collectively, the
"Exercise Delivery Documents"), (A) provided the Transfer Agent is participating
in The Depository Trust Company ("DTC") Fast Automated Securities Transfer
Program and provided that the holder is eligible to receive shares through DTC,
at the holder's request, credit such aggregate number of shares of Common Stock
to which the holder shall be entitled to the holder's or its designee's balance
account with DTC through its Deposit Withdrawal Agent Commission system or (B)
if the foregoing do not apply, issue and deliver to the address as specified in
the Exercise Notice, a certificate or certificates in such denominations as may
be requested by the holder in the Exercise Notice, registered in the name of the
holder or its designee, for the number of shares of Common Stock to which the
holder shall be entitled upon such exercise. Upon delivery of the Exercise
Notice and Aggregate Exercise Price referred to in clause (ii)(A) above or
notification to the Company of a Cashless Exercise referred to in Section 2(e),
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, irrespective of the date of delivery of this Warrant
as required by clause (iii) above or the certificates evidencing such Warrant
Shares. In the case of a dispute as to the determination of the Warrant Exercise
Price, the Closing Sale Price of a security or the arithmetic calculation of the
number of Warrant Shares, the Company shall promptly issue to the holder the
number of shares of Common Stock that is not disputed and shall submit the
disputed determinations or arithmetic calculations to the holder via facsimile
within one (1) Business Day of receipt of the holder's subscription notice. If
the holder and the Company are unable to agree upon the determination of the
Warrant Exercise Price, the Closing Sale Price or arithmetic calculation of the
number of Warrant Shares within one (1) Business Day of such disputed
determination or arithmetic calculation being submitted to the holder, then the
Company shall immediately submit


                                       5
<PAGE>

via facsimile (i) the disputed determination of the Warrant Exercise Price or
the Closing Sale Price to an independent, reputable investment banking firm
selected jointly by the Company and the holder or (ii) the disputed arithmetic
calculation of the number of Warrant Shares to its independent, outside
accountant. The Company shall cause the investment banking firm or the
accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the holder of the results no later than two (2)
Business Days from the time it receives the disputed determinations or
calculations. Such investment banking firm's or accountant's determination or
calculation, as the case may be, shall be deemed conclusive absent manifest
error. All fees and expenses of such determinations and calculations shall be
borne solely by the Company.

        (b) Unless the rights represented by this Warrant shall have expired or
shall have been fully exercised, the Company shall, as soon as practicable and
in no event later than ten (10) Business Days after its receipt of each of the
Exercise Delivery Documents (the "Warrant Delivery Date") and at its own
expense, issue a new Warrant identical in all respects to this Warrant, except
it shall represent rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which such Warrant is exercised.

        (c) No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon exercise of this Warrant shall be rounded down to the nearest whole number.

        (d) If the Company shall fail for any reason or for no reason to credit
the holder's balance account with DTC for such number of shares of Common Stock
to which the holder is entitled or to issue to the holder a certificate for the
number of shares of Common Stock to which the holder is entitled within seven
(7) Business Days of receipt of each of the Exercise Delivery Documents upon the
holder's exercise of this Warrant or to issue to the Holder a new Warrant for
the number of shares of Common Stock to which such holder is entitled pursuant
to Section 2(b) hereof within ten (10) Business Days of receipt of each of the
Exercise Delivery Documents upon the holder's exercise of this Warrant, the
Company shall, in addition to any other remedies under this Warrant or the
Securities Purchase Agreement or otherwise available to such holder, including
any indemnification under Section 8 of the Securities Purchase Agreement, pay as
additional damages in cash to such holder on each day after the Warrant Share
Delivery Date such exercise is not timely effected and/or each day after the
Warrant Delivery Date such Warrant is not delivered, as the case may be, in an
amount equal to 0.0005 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 Warrant Share 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 Warrant Delivery
Date, the number of shares of Common Stock issuable upon exercise of the Warrant
as of the Warrant Delivery Date and (II) the Closing Sale Price of the Common
Stock on the Warrant Share Delivery Date, in the case of the failure to deliver
Common Stock, or the difference between the Closing Sale Price of the Common
Stock on the Warrant Delivery Date and the Warrant Exercise Price, in the case
of failure to deliver a Warrant, as the case may be. The foregoing
notwithstanding, the damages set forth in this Section 2(d) shall be stayed with
respect to the number of shares of Common Stock and, if applicable, the Warrant
for which there is a


                                       6
<PAGE>

good faith dispute being resolved pursuant to, and within the time periods
provided for in, Section 2(a), pending the resolution of such dispute.

        (e) Notwithstanding anything contained herein to the contrary, the
holder of this Warrant may, at its election exercised in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined according to the
following formula (a "Cashless Exercise"):

        Net Number = (A x B) - (A x C)
                     -----------------
                             B

        For purposes of the foregoing formula:

               A= the total number of shares with respect to which this Warrant
               is then being exercised.

               B= the Closing Sale Price of the Common Stock on the trading day
               immediately preceding the date of the Exercise Notice.

               C= the Warrant Exercise Price then in effect for the applicable
               Warrant Shares at the time of such exercise.

        Section 3. COVENANTS AS TO COMMON STOCK. The Company hereby covenants
and agrees as follows:

        (a) This Warrant is, and any Warrants issued in substitution for or
replacement of this Warrant will upon issuance be, duly authorized and validly
issued.

        (b) All Warrant Shares which 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 created by or
through the Company with respect to the issue thereof.

        (c) During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the exercise of the rights then represented by this Warrant and the par
value of said shares will at all times be less than or equal to the applicable
Warrant Exercise Price.

        (d) The Company shall use reasonable best efforts to secure the listing
of the shares of Common Stock issuable upon exercise of this Warrant in
accordance with the rules of each national securities exchange or automated
quotation system, if any, upon which shares of Common Stock are then listed
(subject to official notice of issuance upon exercise of this Warrant) and shall
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of all shares of Common Stock from time to time issuable upon the
exercise of this


                                       7
<PAGE>

Warrant; and the Company shall so list on each national securities exchange or
automated quotation system, as the case may be, and shall maintain such listing
of, any other shares of capital stock of the Company issuable upon the exercise
of this Warrant if and so long as any shares of the same class shall be listed
on such national securities exchange or automated quotation system.

        (e) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder. Without limiting the generality of the
foregoing, the Company (i) will not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the Warrant
Exercise Price then in effect, (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant and (iii) will not take any action which results in any adjustment of
the Warrant Exercise Price if the total number of shares of Common Stock
issuable after the action upon the exercise of all of the Warrants would exceed
the total number of shares of Common Stock then authorized by the Company's
certificate of incorporation and available for the purpose of issue upon such
exercise.

        (f) This Warrant will be binding upon any entity succeeding to the
Company by merger, consolidation or acquisition of all or substantially all of
the Company's assets.

        (g) The Company will, at the time of each exercise of this Warrant, upon
the request of the holder hereof, acknowledge in writing its continuing
obligation to afford to such holder all rights to which such holder shall
continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided, that if the holder of this Warrant shall fail to make any
such request, such failure shall not affect the continuing obligation of the
Company to afford such rights to the holder.

        Section 4. TAXES. The Company shall pay any and all documentary, stamp,
transfer and other similar taxes which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay for any tax or taxes
which may be payable in respect of any transfer involved in the issue or
delivery of any Warrant or Warrant Shares in a name other than that of the
Warrant holder as reflected upon the books of the Company.

        Section 5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, no holder, as such, of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of shares of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which he, she, or
it is then entitled to receive upon the due exercise of this Warrant. In
addition, nothing contained in this Warrant shall be construed as imposing any


                                       8
<PAGE>

liabilities on such holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 5, the Company will provide the holder of this
Warrant with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

        Section 6. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the
acceptance hereof, represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
1933 Act; provided, however, that by making the representations herein, the
holder does not agree to hold this Warrant or any of the Warrant Shares for any
minimum or other specific term and reserves the right to dispose of this Warrant
and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the 1933 Act. The holder of this
Warrant further represents, by acceptance hereof, that, as of this date, such
holder is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated by the Securities and Exchange Commission under the
1933 Act (an "Accredited Investor").

        Section 7. OWNERSHIP AND TRANSFER.

        (a) The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant, in which the Company shall record
the name and address of the person in whose name this Warrant has been issued,
as well as the name and address of each transferee. The Company may treat the
person in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of
this Warrant.

        (b) This Warrant shall be assignable and transferable by the holder
hereof without the consent of the Company, upon surrender of this Warrant with a
properly executed assignment (in the form of Exhibit B hereto) at the principal
executive offices of the Company (or such other office or agency of the Company
as it may designate in writing to the holder hereof); provided, however, that
each transferee agrees to be bound by the provisions of this Warrant.

        (c) The Company is obligated to register the Warrant Shares for resale
under the 1933 Act pursuant to the Registration Rights Agreement. The shares of
Common Stock issuable upon exercise of this Warrant shall constitute Registrable
Securities (as such term is defined in the Registration Rights Agreement). Each
holder of this Warrant shall be entitled to all of the benefits afforded to a
holder of any such Registrable Securities under the Registration Rights
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 Registration Rights
Agreement applicable to such holder as a holder of such Registrable Securities.


                                       9
<PAGE>

        Section 8. ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES.
The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

        (a) ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF WARRANT SHARES
UPON ISSUANCE OF COMMON STOCK. If and whenever on or after the Warrant Date and
prior to the second anniversary thereof, the Company issues or sells, or in
accordance with this Section 8(a) is deemed to have issued or sold, any shares
of Common Stock (including the issuance or sale of shares of Common Stock owned
or held by or for the account of the Company, but excluding shares of Common
Stock: (p) issued in connection with any restructuring of the Company's 5 3/4%
convertible subordinated notes due 2003 issued pursuant to the Indenture dated
September 12, 1996 between the Company and State Street Bank and Trust Company,
N.A.; (q) issued in connection with the settlement of any litigation or claims
against the Company or its officers or directors; (r) issued in connection with
an Acquisition Transaction by the Company; (s) issued to creditors of the
Company in an amount not to exceed $15,000,000.00 worth of Common Stock (valued
based on the fair market value of such shares on the date of issuance) in the
aggregate to all creditors; (t) issued pursuant to a Strategic Financing; (u)
deemed to have been issued by the Company in connection with an Approved Stock
Plan; (v) deemed to have been issued upon issuance of the Debentures, issued
upon conversion of the Debentures or issued as Interest Shares (as such term is
defined in the Indenture dated as of April 22, 2002 (the "Indenture") among the
Company and the Purchasers referred to therein); (w) issued upon exercise of the
Warrants, (x) other than in connection with "Equity Lines" or any
"at-the-market" offering (as defined in Rule 415(a)(4) of the 1933 Act) that is
not an "at-the-market" offering placed through a nationally recognized
investment bank serving as agent and selling to unaffiliated parties through the
Principal Market, issued pursuant to a registered underwritten offering under
the 1933 Act managed by a nationally recognized underwriter with minimum gross
proceeds to the Company of at least $30,000,000; (y) issued upon exercise of
Options or Convertible Securities which are outstanding on the date immediately
preceding the Warrant Date, provided that such issuance of shares of Common
Stock upon exercise of such Options or Convertible Securities is made pursuant
to the terms of such Options or Convertible Securities in effect on the date
immediately preceding the Warrant Date and such Options or Convertible
Securities are not amended after the date immediately preceding the Warrant
Date; and (z) other than in connection with "Equity Lines" or any
"at-the-market" offering (as defined in Rule 415(a)(4) of the 1933 Act) that is
not an "at-the-market" offering placed through a nationally recognized
investment bank serving as agent and selling to unaffiliated parties through the
Principal Market, up to 2,000,000 shares of Common Stock issued at no more than
a 15% discount to the Closing Sale Price of the Common Stock on the date of
issuance and issued in connection with any other transaction not already
excluded from the definition of Excluded Securities pursuant to clauses (p)
through (y) (all of the foregoing (p)-(z), "Excluded Securities")), for a
consideration per share (the "New Securities Issuance Price") less than a price
equal to the Warrant Exercise Price in effect immediately prior to such issuance
or sale (each such sale or issuance, a "Dilutive Issuance"), then immediately
after such issue or sale, the Warrant Exercise Price then in effect shall be
reduced to an amount equal to the New Securities Issuance Price. If and whenever
on or after the second anniversary of the Warrant Date, the Company issues or
sells, or in accordance with this Section 8(a) is deemed to have issued or sold,
any shares of Common Stock (other than Excluded Securities) in a Dilutive
Issuance, the Warrant Exercise Price then in effect shall be reduced to an
amount equal to the


                                       10
<PAGE>

product of (x) the Warrant Exercise Price in effect immediately prior to such
issue or sale and (y) the quotient of (1) the sum of (I) the product derived by
multiplying such Warrant Exercise Price by the number of shares of Common Stock
Deemed Outstanding immediately prior to such issue or sale plus (II) the
consideration, if any, received by the Company upon such issue or sale, divided
by (2) the product derived by multiplying (I) such Warrant Exercise Price by
(II) the number of shares of Common Stock Deemed Outstanding immediately after
such issue or sale, and the number of Warrant Shares issuable upon exercise of
this Warrant shall be increased to an amount equal to the product of (x) the
number of Warrant Shares issuable hereunder immediately prior to such issue or
sale and (y) the quotient determined by dividing (I) the Warrant Exercise Price
by (II) the New Issuance Price.

        (b) EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Warrant Exercise Price under Section 8(a) above, the
following shall be applicable:

            (i) ISSUANCE OF OPTIONS. If the Company in any manner grants any
Options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such Option or upon conversion, exchange or
exercise of any Convertible Securities issuable upon exercise of any such Option
is less than the Warrant Exercise Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at
the time of the granting or sale of such Option for such price per share. For
purposes of this Section 8(b)(i), the "lowest price per share for which one
share of Common Stock is issuable upon exercise of any such Option or upon
conversion, exchange or exercise of any Convertible Securities issuable upon
exercise of any such Option" shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option and upon conversion, exchange or exercise of any Convertible
Security issuable upon exercise of such Option. No further adjustment of the
Warrant Exercise Price shall be made upon the actual issuance of such Common
Stock or of such Convertible Securities upon the exercise of such Options or
upon the actual issuance of such Common Stock upon conversion, exchange or
exercise of such Convertible Securities.

            (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any
manner issues or sells any Convertible Securities and the lowest price per share
for which one share of Common Stock is issuable upon such conversion, exchange
or exercise thereof is less than the Warrant Exercise Price, then such share of
Common Stock shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the issuance or sale of such Convertible
Securities for such price per share. For the purposes of this Section 8(b)(ii),
the "lowest price per share for which one share of Common Stock is issuable upon
such conversion, exchange or exercise" shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with
respect to one share of Common Stock upon the issuance or sale of the
Convertible Security and upon conversion, exchange or exercise of such
Convertible Security. No further adjustment of the Warrant Exercise Price shall
be made upon the actual issuance of such Common Stock upon conversion, exchange
or exercise of such Convertible Securities, and if any such issue or sale of
such Convertible Securities is made upon exercise of any Options for which
adjustment of the Warrant Exercise Price had been or are to be made pursuant to
other provisions of this Section


                                       11
<PAGE>

8(b), no further adjustment of the Warrant Exercise Price shall be made by
reason of such issue or sale.

            (iii) CHANGE IN OPTION PRICE OR RATE OF CONVERSION. If the purchase
or exercise price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion, exchange or exercise of any Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exchangeable or exercisable for Common Stock changes at any time, the Warrant
Exercise Price in effect at the time of such change shall be adjusted to the
Warrant Exercise Price which would have been in effect at such time had such
Options or Convertible Securities provided for such changed purchase price,
additional consideration or changed conversion rate, as the case may be, at the
time initially granted, issued or sold and the number of shares of Common Stock
acquirable hereunder shall be correspondingly readjusted. For purposes of this
Section 8(b)(iii), if the terms of any Option or Convertible Security that was
outstanding as of the date of issuance of this Warrant are changed in the manner
described in the immediately preceding sentence, then such Option or Convertible
Security and the Common Stock deemed issuable upon conversion, exchange or
exercise thereof shall be deemed to have been issued as of the date of such
change. No adjustment shall be made if such adjustment would result in an
increase of the Warrant Exercise Price then in effect.

        (c) EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

            (i) CALCULATION OF CONSIDERATION RECEIVED. In case any Option is
issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the Options
will be deemed to have been issued for a consideration of $0.01. If any Common
Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed
to be the gross amount received by the Company therefor. If any Common Stock,
Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of
marketable securities, in which case the amount of consideration received by the
Company will be the Closing Sale Price of such securities on the date of receipt
of such securities. If any Common Stock, Options or Convertible Securities are
issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common
Stock, Options or Convertible Securities, as the case may be. The fair value of
any consideration other than cash or securities will be determined by the
Company and the holders of Warrants representing at least 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 ten (10) days
after the occurrence of an event requiring valuation (the "Valuation Event"),
the fair value of such consideration will be determined within five (5) Business
Days after the tenth (10th) day following the Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the holders of the
Warrants representing at least a majority of the shares of Common Stock
obtainable upon exercise of all Warrants then


                                       12
<PAGE>

outstanding. The determination of such appraiser shall be final and binding upon
all parties absent manifest error and the fees and expenses of such appraiser
shall be borne by the Company.

            (ii) RECORD DATE. If the Company takes a record of the holders of
Common Stock for the purpose of entitling them (1) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (2) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be. If after the occurrence of such record date the transaction or event for
which such record date was set is abandoned or terminated, then any adjustments
resulting from this Section 8(c)(ii) as it relates to such terminated or
abandoned transaction or event shall be reversed as if such record date had
never occurred.

        (d) ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES UPON
SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any time after the
date of issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased. Any adjustment under this Section 8(d) shall become effective at the
close of business on the date the subdivision or combination becomes effective.

        (e) DISTRIBUTION OF ASSETS. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction other than issuances of Series A
Participating Preferred Stock issued pursuant to the Rights Plan (as defined in
the Securities Purchase Agreement)) (a "Distribution"), at any time after the
issuance of this Warrant, then, in each such case:

            (i) the Warrant Exercise Price in effect immediately prior to the
close of business on the record date fixed for the determination of holders of
Common Stock entitled to receive the Distribution shall be reduced, effective as
of the close of business on such record date, to a price determined by
multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
shall be the Closing Sale Price of the Common Stock on the trading day
immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company's Board of Directors) applicable to one
share of Common Stock, and


                                       13
<PAGE>

(B) the denominator shall be the Weighted Average Price of the Common Stock on
the trading day immediately preceding such record date; and (ii) either (A) the
number of Warrant Shares obtainable upon exercise of this Warrant shall be
increased to a number of shares equal to the number of shares of Common Stock
obtainable immediately prior to the close of business on the record date fixed
for the determination of holders of Common Stock entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i), or (B) in the event that the Distribution is
of common stock of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional warrant to purchase Common Stock, the
terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the amount of the assets that would have been
payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
exercise price equal to the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the terms of the
immediately preceding clause (i).

        (f) CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this Section 8 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features unless under an
Approved Stock Plan), then the Company's Board of Directors will make an
appropriate adjustment in the Warrant Exercise Price and the number of shares of
Common Stock obtainable upon exercise of this Warrant so as to protect the
rights of the holders of the Warrants; provided that no such adjustment will
increase the Warrant Exercise Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section 8.

        (g) NOTICES.

            (i) Immediately upon any adjustment of the Warrant Exercise Price,
the Company will give written notice thereof to the holder of this Warrant,
setting forth in reasonable detail, and certifying, the calculation of such
adjustment. The Company shall, upon the request in writing of the holder (at the
Company's expense), retain independent public accountants of recognized national
standing selected by the Board of Directors of the Company to make any
computation required in connection with adjustments under this Warrant, and a
certificate signed by such firm absent manifest error shall be conclusive
evidence of the correctness of such adjustment, which shall be binding on the
holder and the Company.

            (ii) The Company will give written notice to the holder of this
Warrant at least ten (10) Business Days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights to
vote with respect to any Organic Change (as defined below), dissolution or
liquidation, provided that such information shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

            (iii) The Company will also give written notice to the holder of
this Warrant at least ten (10) Business Days prior to the date on which any
Organic Change,


                                       14
<PAGE>

dissolution or liquidation will take place, provided that such information shall
be made known to the public prior to or in conjunction with such notice being
provided to such holder.

        (h) ADJUSTMENT. No adjustment in the Warrant Exercise Price shall be
required unless such adjustment would require an increase or decrease of at
least $.01 in such price; provided, however, that any adjustments which by
reason of this sentence are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be made hereunder.

        Section 9. PURCHASE RIGHTS; REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE. (a) In addition to any adjustments pursuant to
Section 8 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock that
are not Excluded Securities (the "Purchase Rights"), then the holder of this
Warrant will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if
such holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

        (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock (except an unsolicited tender offer to which the
Company is not a party) is referred to herein as "Organic Change." Prior to the
consummation of any (i) sale of all or substantially all of the Company's assets
to an acquiring Person or (ii) other Organic Change following which the Company
is not a surviving entity, the Company will secure from the Person purchasing
such assets or the successor resulting from such Organic Change (in each case,
the "Acquiring Entity") written agreement (in form and substance reasonably
satisfactory to the holders of Warrants representing at least a majority of the
shares of Common Stock obtainable upon exercise of all Warrants then
outstanding) to deliver to each holder of Warrants in exchange for such
Warrants, a security of the Acquiring Entity or its parent evidenced by a
written instrument substantially similar in form and substance to this Warrant
and reasonably satisfactory to the holders of the Warrants representing at least
a majority of the shares of Common Stock obtainable upon exercise of all
Warrants then outstanding (including, an adjusted warrant exercise price equal
to the value for the Common Stock reflected by the terms of such consolidation,
merger or sale, and exercisable for a corresponding number of shares of Common
Stock acquirable and receivable upon exercise of the Warrants (without regard to
any limitations on exercises), if the value so reflected is less than the
Warrant Exercise Price in effect immediately prior to such consolidation, merger
or sale). Prior to the consummation of any other Organic Change, the Company
shall make appropriate provision (in form and substance reasonably satisfactory
to the holders of Warrants representing at least a majority of the shares of
Common Stock obtainable upon exercise of all Warrants then outstanding) to
insure that each of the holders of the Warrants will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the
shares of Common Stock immediately theretofore acquirable


                                       15
<PAGE>

and receivable upon the exercise of such holder's Warrants (without regard to
any limitations on exercises), such shares of stock, securities or assets that
would have been issued or payable in such Organic Change with respect to or in
exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon the exercise of such holder's Warrant as of the
date of such Organic Change (without taking into account any limitations or
restrictions on the exercisability of this Warrant).

        Section 10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt of an indemnification undertaking or other form of security reasonably
acceptable to the Company (or in the case of a mutilated Warrant, the Warrant),
issue a new Warrant of like denomination and tenor as this Warrant so lost,
stolen, mutilated or destroyed.

        Section 11. NOTICE. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered: (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. If notice is to be sent to the
Company, the holder shall use its reasonable best efforts to provide additional
copies to the individuals listed below; provided, however, that the failure of
such holder to send such additional copies shall in no way limit the
effectiveness of any notice sent to the Company as provided for below. The
addresses and facsimile numbers for such communications shall be:

                      If to the Company:


                             SONICblue Incorporated
                             2842 Mission College Boulevard
                             Santa Clara, California 95054
                             Telephone:     (408) 588-8000
                             Facsimile:     (408) 980-5444
                             Attention:     General Counsel

                      With a copy to:

                             Pillsbury Winthrop LLP
                             2550 Hanover Street
                             Palo Alto, California 94304
                             Telephone:     (650) 233-4500
                             Facsimile:     (650) 233-4545
                             Attention:     Jorge A. del Calvo


                                       16
<PAGE>

                      If to the Transfer Agent:

                             EquiServe Trust Company, N.A.
                             Shareholder Services
                             150 Royall Street
                             Canton, Massachusetts 02021
                             Telephone:     (781) 575-3194
                             Facsimile:     (781) 575-2420
                             Attention:     Patti DeLuca

        If to a holder of this Warrant, to such holder at the address and
facsimile number set forth on the Schedule of Buyers to the Securities Purchase
Agreement, with copies to such holder's representatives as set forth on such
Schedule of Buyers, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this Warrant. Each party shall
provide five days' prior written notice to the other party of any change in
address or facsimile number. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a nationally recognized overnight
delivery service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

        Section 12. AMENDMENTS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party or holder hereof against which enforcement of such change, waiver,
discharge or termination is sought and shall be binding on such party's or
holder's assignees and transferees; provided; however, that any such change,
waiver, discharge or termination that adversely impacts the holders of any of
the Warrants other than this Warrant may be made only if the Company has
obtained the written consent of the holders of Warrants representing at least a
majority of the shares of Common Stock issuable upon exercise of all of the
Warrants then outstanding; provided; further, that no such action may increase
the Warrant Exercise Price or decrease the number of shares or change the class
of stock issuable upon exercise of any Warrants without the written consent of
the holder of such Warrant.

        Section 13. LIMITATION ON NUMBER OF WARRANT SHARES. Notwithstanding any
provision of this Warrant, the Company shall not be obligated to issue Warrant
Shares upon exercise of this Warrant to the extent and only to the extent that
any issuance of such shares of Common Stock would cause the Company to exceed
that number of shares of Common Stock which the Company may issue upon exercise
of the Warrant without breaching the Company's obligations under the rules or
regulations of the Principal Market, except that such limitation shall not apply
in the event that the Company obtains the approval of its stockholders as
required by the Principal Market (or any successor rule or regulation) for
issuances of Common Stock in excess of such amount. Until such approval is
obtained (if ever sought), the holder of this Warrant shall not be issued, upon
exercise of this Warrant, Warrant Shares in an amount greater than such holder's
Cap Allocation Amount (as such term is defined in the Indenture).


                                       17
<PAGE>

        Section 14. DATE. The date of this Warrant is April 22, 2002 (the
"Warrant Date"). This Warrant, in all events, shall be wholly void and of no
effect after the close of business on the Expiration Date, except that
notwithstanding any other provisions hereof, the provisions of Section 7(c)
shall continue in full force and effect after such date as to any Warrant Shares
or other securities issued upon the exercise of this Warrant.

        Section 15. JUDICIAL PROCEEDINGS. Any legal action, suit or proceeding
brought against the Company with respect to this Warrant may be brought in any
federal court of the Southern District of New York or any state court located in
New York County, State of New York, and by execution and delivery of this
Warrant, the Company hereby irrevocably and unconditionally waives any claim (by
way of motion, as a defense or otherwise) of improper venue, that it is not
subject personally to the jurisdiction of such court, that such courts are an
inconvenient forum or that this Warrant or the subject matter may not be
enforced in or by such court. The Company hereby irrevocably and unconditionally
consents to the service of process of any of the aforementioned courts in any
such action, suit or proceeding by the mailing of copies thereof by registered
or certified mail, postage prepaid, at its address set forth or provided for in
Section 11, such service to become effective 10 days after such mailing. Nothing
herein contained shall be deemed to affect the right of any party to serve
process in any manner permitted by law or commence legal proceedings or
otherwise proceed against any other party in any other jurisdiction to enforce
judgments obtained in any action, suit or proceeding brought pursuant to this
Section. The Company irrevocably submits to the exclusive jurisdiction of the
aforementioned courts in such action, suit or proceeding. THE COMPANY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

        Section 16. DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive
headings of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The corporate
laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule ( whether of the State of
New York or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of New York.

                                    [* * * *]


                                       18
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
as of the 22nd day of April, 2002.

                                            SONICBLUE INCORPORATED



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       19
<PAGE>

                              EXHIBIT A TO WARRANT

                                 EXERCISE NOTICE
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
                             SONICBLUE INCORPORATED

        The undersigned holder hereby exercises the right to purchase
______________ of the shares of Common Stock ("Warrant Shares") of SONICblue
Incorporated, a Delaware corporation (the "Company"), evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

        1. Form of Warrant Exercise Price. The Holder intends that payment of
the Warrant Exercise Price shall be made as:

        ______ "Cash Exercise" with respect to ________ Warrant Shares; and/or

        ______ "Cashless Exercise" with respect to ______ Warrant Shares (to the
               extent permitted by the terms of the Warrant).

        2. Payment of Warrant Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the sum of $___________________ to
the Company in accordance with the terms of the Warrant.

        3. Delivery of Warrant Shares. The holder of this warrant has sold or
will sell the shares of common stock issuable pursuant to this Notice pursuant
to a registration statement or an exemption from registration under the
Securities Act of 1933, as amended.

        4. Private Placement Representations. The holder of this Warrant
confirms the continuing validity of the representations set forth in Section 6
of the Warrant.

Date: _______________ __, ____


_____________________________________           ________________________________
Name of Registered Holder                         Tax ID of Registered Holder
                                                        (if applicable)

By:_______________________________

Name:_____________________________

Title:____________________________


                                       20
<PAGE>

                                 ACKNOWLEDGMENT

               The Company hereby acknowledges this Exercise Notice and hereby
directs EquiServe Trust Company, N.A.to issue the above indicated number of
shares of Common Stock in accordance with the Irrevocable Transfer Agent
Instructions dated April 22, 2002 from the Company and acknowledged and agreed
to by EquiServe Trust Company, N.A.

                                           SONICBLUE INCORPORATED


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       21
<PAGE>

                              EXHIBIT B TO WARRANT
                                 FORM OF WARRANT

        FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of SONICBLUE INCORPORATED, a Delaware
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.

Dated:  _________, 200_
                                         ------------------------------------
                                         By:
                                            ---------------------------------
                                         Its:
                                             --------------------------------



                                       22
<PAGE>

                                 INDEX OF TERMS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
1933 Act.....................................................................................2

Accredited Investor..........................................................................9
Acquiring Entity............................................................................15
Aggregate Exercise Price.....................................................................5
Approved Stock Plan..........................................................................2

Bloomberg....................................................................................2
Business Day.................................................................................2

Cashless Exercise............................................................................7
Closing Sale Price...........................................................................2
Common Stock.................................................................................3
Common Stock Deemed Outstanding..............................................................3
Company......................................................................................1
Convertible Debentures.......................................................................3
Convertible Securities.......................................................................3

Dilutive Issuance...........................................................................10
Distribution................................................................................13
DTC..........................................................................................5

Exercise Delivery Documents..................................................................5
Exercise Notice..............................................................................5
Expiration Date..............................................................................3

Net Number...................................................................................7
NYSE.........................................................................................4

Option.......................................................................................4
Organic Change..............................................................................15

Person.......................................................................................4
Principal Market.............................................................................4
Purchase Rights.............................................................................15

Registration Rights Agreement................................................................4

Securities Purchase Agreement................................................................2
Strategic Financing..........................................................................4

Transfer Agent...............................................................................5
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>                                                                                       <C>
Valuation Event.............................................................................12

Warrant......................................................................................4
Warrant Date................................................................................18
Warrant Delivery Date........................................................................6
Warrant Exercise Price.......................................................................4
Warrant Share Delivery Date..................................................................5
Warrant Shares...............................................................................4
Weighted Average Price.......................................................................4
</TABLE>


                                       ii