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                             STOCK PURCHASE WARRANT


                    FOUR HUNDRED THOUSAND (400,000) WARRANTS
                           TO PURCHASE COMMON STOCK OF
                               JAVA CENTRALE, INC.


     THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California 
corporation (the "Company") has, effective as of June 12, 1996, authorized the 
issuance to RICHARD D. SHANNON, an individual resident of the State of 
California ("Mr. Shannon"), of rights to purchase (the "Warrants") an 
aggregate of Four Hundred Thousand (400,000) fully-paid and non-assessable 
shares of the no par value Common Stock of the Company (the "Warrant Shares"), 
on the basis of one Share for each Warrant, exercisable at any time prior to 
5:00 PM, California time, on September 30, 2000 (the "Expiration Time"), at 
the principal office of the Company, on payment of the price per Share 
specified in Section 2 of this Warrant and subject to the terms and conditions 
governing this Warrant hereinafter expressed.

     THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees, 
subject to the terms and conditions hereinafter expressed, to sell and deliver 
to Mr. Shannon 400,000 fully-paid and nonassessable Warrants.

     This Warrant is nontransferable, shall be subject to all of the terms 
hereof as set forth below, and shall become void, and terminate and lapse, at 
the Expiration Time, after which this Warrant shall be of no further force nor 
effect.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by 
the undersigned, duly authorized thereunto.

          DATED as of September 30, 1996.


                                   JAVA CENTRALE, INC.


                                   By: _____________________
                                        Gary C. Nelson
                                        Its President


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                        WARRANTS TO PURCHASE COMMON STOCK


     The terms and conditions with respect to the holding and exercise of these
Stock Purchase Warrants are as follows.


     1.   NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.

          (a)  Mr. Shannon shall be initially entitled to receive, upon exercise
hereof, up to Four Hundred Thousand (400,000) shares of the Company's Common
Stock, subject, however, to adjustment as provided below.

          (b)  If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock shall
be increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which the Warrants may be exercised.  By way of example only, if
the Company should undergo a two-for-one stock split of its outstanding shares
of Common Stock, the number of shares for which the Warrants may be exercised
would thereupon increase to 800,000 shares.

          (c)  Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of such
dividend.

          (d)  No fractional shares of stock shall be issued or made available
under the this Warrant on account of any such adjustment, and fractional share
interests shall be disregarded.


     2.   EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.

          (a)  The Warrants shall be initially exercisable for the purchase
price of Seventy-Five Cents ($0.75) per Share, subject to the adjustments set
forth below (the "Exercise Price").  The Exercise Price shall remain unchanged
until the occurrence of one of the events described in Section 1(b), above.

          (b)  In the event of a change in the number of shares of Common Stock
which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common Stock
attributable to any unexercised Warrants shall likewise be made.  By way of
example, only, if the Company should undergo a two-for-one stock split of its
outstanding shares of Common Stock as described in Section 1(b), above, then in
addition to the change in number of shares for which the Warrants may be
exercised as


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described in Section 1(b), the Exercise Price for each share of Common Stock 
for which a Warrant may thereafter be exercised would be reduced to 
Thirty-Seven and One-Half Cents ($0.375).

     3.   METHOD OF EXERCISE.   Mr. Shannon may exercise its right to purchase
Warrant Shares pursuant to this Warrant at any time prior to the Expiration
Time, by (a) completing in the manner indicated, and executing, the attached
Subscription Form for that number of Warrant Shares which it is entitled, and
desires, to purchase; (b) surrendering the Warrant to the Company at its
principal place of business in Sacramento, California; and (c) paying the
appropriate purchase price for the Warrant Shares(rounded to the nearest whole
cent), by cash, money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California.  Upon such
surrender and payment, the Company will issue to Mr. Shannon the number of
Warrant Shares so subscribed for.


     4.   EFFECT OF EXERCISE.   Upon surrender of this Warrant and due payment
of the Exercise Price, the Company will issue to Mr. Shannon the number of
shares of Common Stock subscribed for, and Mr. Shannon will be a shareholder of
the Company in respect of such Common Stock as of the date on which the shares
representing such Common Stock are issued by the Company's Transfer Agent and
Registrar.


     5.   NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE.  Mr. Shannon shall not be
considered to be a shareholder of the Company for any purpose until the exercise
of the Warrant as provided herein and the due and formal issuance of Warrant
Shares by the Company's Transfer Agent and Registrar thereupon.


     6.   NO RIGHTS AFTER THE EXPIRATION TIME.  Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any person
or entity any right to subscribe for or purchase, after the Expiration Time, any
security of or issued by the Company.  From and after the Expiration Time, this
Warrant and all rights hereunder shall be valueless, unexercisable, void, and of
no further force or effect.


     7.   NONTRANSFERABILITY.  This Warrant shall not be transferrable, and any
attempt to sell, assign, transfer, hypothecate, or otherwise convey or encumber
any interest herein or therein shall be void.  The Company shall have no
obligation to recognize any such sale, assignment, transfer, hypothecation, or
other conveyance or encumbrance, to reflect such transaction on the official
records of the Company, or to issue Warrants or shares of its Common Stock to
any party in violation of this provision.


     8.   SUBDIVISION.   This Warrant may be divided and subdivided into two or
more certificates, evidencing the total number of Warrants provided herein, upon
written demand


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therefor delivered to the Company.  This Warrant may be exercised for all or 
any part of the Warrant Shares, and in such event the Company shall issue a 
new Warrant Certificate, evidencing the balance of the Warrant Shares not 
previously subscribed for.  Notwithstanding the foregoing sentences, however, 
no Warrant Certificate shall be issued, and no exercise of a Warrant shall be 
permitted, involving any fraction of one Share.

     9.   MISCELLANEOUS.

          (a)  This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.

          (b)  The captions set forth in this Warrant are for convenience only,
and shall not be used in the construction hereof.

          (c)  If this Warrant, or any paragraph, sentence, term, or provision
hereof, is invalidated on any ground by any court of competent jurisdiction, the
remainder hereof shall, notwithstanding such invalidation, remain in full force
in effect, and each other provision of this Warrant shall thereafter be
construed and enforced in such a manner as to give the fullest possible effect
to the intention and purposes expressed herein.


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                               JAVA CENTRALE, INC.


                            WARRANT SUBSCRIPTION FORM
             Stock Purchase Warrants dated as of September 30, 1996


TO:  Java Centrale, Inc.
     ATTENTION: Chief Financial Officer
     1610 Arden Way, Suite 145
     Sacramento, CA 95815

               RE:  Exercise of Stock Purchase Warrants

     Pursuant to the terms of that certain Stock Purchase Warrant, dated as of 
September 30, 1996 (the "Warrant"), which Warrant is attached to this 
Subscription Form, the undersigned hereby subscribes for _____ whole shares of 
the Company's no par value Common Stock, at a price of $______ per share or at 
such other price as may be applicable in accordance with the terms of the 
Warrant.

     TOTAL SUBSCRIPTION PRICE: $___________

     The undersigned hereby directs and requires that the shares of Common Stock
being subscribed for hereby be issued and delivered as follows:

     Full Name of Shareholder:   _______________________________


     Full Address:   ___________________________________________
                     ___________________________________________
                     ___________________________________________


Number of Shares for Which Subscribed:  ________________________


DATED: _____________


                                   _____________________________
                                   RICHARD D. SHANNON


                      SEE REVERSE FOR IMPORTANT INFORMATION


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     NOTE:  This Subscription Form must be signed and accompanied by payment to
Java Centrale, Inc., in full, of the appropriate subscription price, in cash or
by money order, bank draft, or certified check, payable to the Company at its
principal place of business in Sacramento, California, and must be received by
the Company prior to  5:00 PM, California time, on September 30, 2000 (the
"Expiration Time"), after which time all rights represented by the attached
Stock Purchase Warrant will expire.

     JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE AGREEMENT.  SUFFICIENT
TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR TO THE
EXPIRATION TIME.

     Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons or
entities will thereupon become shareholders of the Company.  If a lesser number
of shares is subscribed for than the number of shares described in the Stock
Purchase Warrant, the Company shall issue a further Stock Purchase Warrant in
respect of the unsubscribed shares of Common Stock not subscribed for hereby.


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