EXHIBIT 10.3

                              COMMON STOCK WARRANT

                               To Purchase 200,000
                            Shares of Common Stock of

                          Grow Biz International, Inc.

                                 March 22, 2000


         THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH SHALL BE
IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT
REQUIRED.

         THIS CERTIFIES THAT, for value received Sheldon Fleck ("Fleck") or his
registered assigns is entitled to subscribe for and purchase from Grow Biz
International, Inc. (the "Company"), a Minnesota corporation, at any time after
the date hereof to and including the Expiration Date (as defined in Section 1
hereof), Two Hundred Thousand (200,000) fully paid and nonassessable shares of
the Company's Common Stock, no par value, at a price of $6.00 per share:

         This Warrant is subject to the following provisions, terms and
conditions:

         1. Expiration; Exercise; Transferability.

              (a) This Warrant may be exercised in whole or in part, at any time
after the date hereof to and including the Expiration Date. As used herein
"Expiration Date" shall mean March 22, 2008.

              (b) The rights represented by this Warrant may be exercised by the
holder hereof, in whole or in part (but not as to a fractional share of stock),
by written notice of exercise in the form appended hereto delivered to the
Company on or prior to the Expiration Date, ten (10) days prior to the intended
date of exercise and by the surrender of this Warrant (properly endorsed if
required) at the principal office of the Company and upon payment to it of the
purchase price for such shares by certified bank check or wire transfer of funds
or by surrender to the Company of shares of the Company's Common Stock having a
fair market value (as defined in Section 9(d) below) equal to the purchase
price.

<PAGE>


              (c) This Warrant may be transferred subject to the opinion of
counsel as provided by paragraph 7 herein that such transfer is not in violation
of federal or state securities laws. In the event of any such transfer, the term
"Warrants" as used hereinbelow shall apply to all of such transferred Warrants,
in the aggregate.

         2. Issuance of Shares. The Company agrees that the shares purchased
hereby shall be and are deemed to be issued to the record holder hereof as of
the close of business on the date on which this Warrant shall have been
exercised by surrender of the Warrant and payment for the shares. Subject to the
provisions of the next succeeding paragraph, certificates for the shares of
stock so purchased shall be delivered to the holder hereof within a reasonable
time, not exceeding ten (10) 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, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the holder
hereof within such time.

         Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for shares of stock upon exercise of this
Warrant, except in accordance with the provisions, and subject to the
limitations, of paragraph 7 hereof.

         3. Covenants of Company. The Company covenants and agrees that all
shares which may be issued upon the exercise of the rights represented by this
Warrant will upon receipt of payment therefor upon issuance, be duly authorized
and issued, fully paid, nonassessable and free from all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees
that, during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized, and reserved for
the purpose of issue or transfer upon exercise of the subscription rights
evidenced by this Warrant, a sufficient number of shares of its common stock to
provide for the exercise of the rights represented by this Warrant.

         4. Anti-Dilution Adjustments. The above provisions are, however,
subject to the following:

              (a) In case the Company shall at any time hereafter subdivide or
combine the outstanding shares of common stock or declare a dividend payable in
common stock, the exercise price of this Warrant in effect immediately prior to
the subdivision, combination or record date for such dividend payable in common
stock shall forthwith be proportionately increased, in the case of combination,
or decreased, in the case of subdivision or dividend payable in common stock.
Upon each adjustment of the exercise price, the holder of this Warrant shall
thereafter be entitled to purchase, at the exercise price resulting from such
adjustment, the number of shares obtained by multiplying the exercise price
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 exercise price resulting from such adjustment.

              (b) No fractional shares of common stock are to be issued upon the
exercise of this Warrant, but the Company shall pay a cash adjustment in respect
of any fraction of a share


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<PAGE>


which would otherwise be issuable in an amount equal to the same fraction of the
market price per share of common stock on the day of exercise as determined in
good faith by the Company.

              (c) (i) If any capital reorganization or reclassification of the
capital stock of the Company shall be effected in such a way that holders of
common stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for common stock, then, as a condition of such
reorganization or reclassification, lawful and adequate provision shall be made
whereby the holder hereof shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of the shares of common stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, such stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such common
stock equal to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby
had such reorganization or reclassification not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of the holder of this Warrant to the end that the provisions hereof
(including without limitation provisions for adjustments of the Warrant purchase
price and of the number of shares purchasable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise hereof.

                   (ii) In any event any consolidation or merger of the Company
or the sale of all or substantially all of its assets, the Company shall give
the holder of this Warrant notice of any such transaction, which notice shall be
given at least 10 days prior to any record date which shall be established in
connection with any shareholder meeting or consent solicitation with respect to
such transaction.

                   Notwithstanding any language to the contrary set forth in
this paragraph 4 (c), if an occurrence or event described herein shall take
place in which the shareholders of the Company receive cash for their shares of
common stock of the Company and a successor corporation or corporation
purchasing assets shall survive the transaction then, at the election of the
record holder hereof, such corporation shall be obligated to purchase this
Warrant (or the unexercised part hereof) from the record holder without
requiring the holder to exercise all or part of the Warrant. If such corporation
refuses to so purchase this Warrant then the Company shall purchase the Warrant
for cash. In either case the purchase price shall be the amount per share that
shareholders of the outstanding common stock of the Company shall receive as a
result of the transaction multiplied by the number of shares covered by the
Warrant, minus the aggregate exercise price of the Warrant. Such purchase shall
be closed within 60 days following the election of the holder to sell this
Warrant.

              (d) Upon any adjustment of the Warrant purchase price, then, and
in each such case, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the registered holder of this Warrant at the
address of such holder as shown on the books of the Company, which notice shall
state the Warrant purchase price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price


                                      -3-
<PAGE>


upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.

              (e) If any event occurs as to which in the good faith
determination of the Board of Directors of the Company the other provisions of
this paragraph 4 are not strictly applicable or if strictly applicable would not
fairly protect the purchase rights of the holder of this Warrant or of common
stock in accordance with the essential intent and principles of such provisions,
then the Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such purchase rights as aforesaid.

         5. Common Stock. As used herein, the term "common stock" shall mean and
include the Company's presently authorized shares of common stock and shall also
include any capital stock of any class of the Company hereafter authorized which
shall not be limited to fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends or in the distribution, dissolution
or winding up of the Company; provided that the shares purchasable pursuant to
this Warrant shall include shares designated as common stock of the Company on
the date of original issue of this Warrant or, in the case of any
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in Section 4 above.

         6. No Voting Rights. This Warrant shall not entitle the holder hereof
to any voting rights or other rights as a stockholder of the Company.

         7. Transfer of Warrant or Resale of Shares. In the event the holder of
this Warrant desires to transfer this Warrant, or any common stock issued upon
the exercise hereof, the holder shall provide the Company with a written notice
describing the manner of such transfer in the form appended hereto and an
opinion of counsel (reasonably acceptable to the Company) that the proposed
transfer may be effected without registration or qualification (under any
Federal or State law), whereupon such holder shall be entitled to transfer this
Warrant or to dispose of shares of common stock received upon the previous
exercise hereof in accordance with the notice delivered by such holder to the
Company; provided, that an appropriate legend may be endorsed on this Warrant or
the certificates for such shares respecting restrictions upon transfer thereof
necessary or advisable in the opinion of counsel satisfactory to the Company to
prevent further transfers which would be in violation of Section 5 of the
Securities Act, as amended (the "Securities Act").

         If, in the opinion of either of the counsel referred to in this
paragraph 7, the proposed transfer or disposition described in the written
notice given pursuant to this paragraph 7 may not be effected without
registration or qualification of this Warrant or the shares of common stock
issued upon the exercise hereof, the Company shall promptly give written notice
thereof to the holder hereof, and such holder will limit its activities in
respect to such proposed transfer or disposition as, in the opinion of both such
counsel, are permitted by law.

         8. Registration Rights.


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<PAGE>


              (a) If the Company proposes to claim an exemption under Section
3(b) for a public offering of any of its securities or to register under the
Securities Act (except by a claim of exemption or registration statement on Form
S-8 or Form S-4 or any form that does not permit the inclusion of shares by its
security holders) any of its securities, and provided that the holders of shares
purchased or purchasable under the Warrants would be unable to sell all of such
shares under Rule 144, the Company will give written notice to all registered
holders of Warrants, and all registered holders of shares of common stock
acquired upon the exercise of Warrants (the "Common Shares") of its intention to
do so and, on the written request of any such registered holders given within
twenty (20) days after receipt of any such notice, the Company will use its best
efforts to cause all Common Shares which such holders shall have requested the
registration or qualification thereof, to be included in such notification or
registration statement proposed to be filed by the Company; provided, however,
that nothing herein shall prevent the Company from, at any time, abandoning or
delaying any such registration initiated by it. If any such registration shall
be underwritten in whole or in part, the Company may require that the shares
requested for inclusion pursuant to this section be included in the underwriting
on the same terms and conditions as the securities otherwise being sold through
the underwriters. In the event that, in the good faith judgment of the managing
underwriter of such public offering, the inclusion of all of the shares
originally covered by a request for registration would reduce the number of
shares to be offered by the Company or interfere with the successful marketing
of the shares of stock offered by the Company, the number of shares otherwise to
be included pursuant to this Section in the underwritten public offering may be
proportionately reduced (among all shareholders seeking registration) to a
number deemed satisfactory by the managing underwriter. Those shares which are
thus excluded from the underwritten public offering shall be withheld from the
market for a period, not to exceed 90 days from the effective date of the
registration statement, which the managing underwriter reasonably determines is
necessary in order to effect the underwritten public offering. All expenses of
such offering, except the fees of special counsel to such holders and brokers'
commissions or underwriting discounts payable by such holders, shall be borne by
the Company.

              (b) Further, provided that the holders of shares purchased or
purchasable under the Warrants would be unable to sell all of such shares under
Rule 144, on one occasion only upon request by the holders of Warrants and/or
the holders of shares issued upon the exercise of the Warrants who collectively
(i) have the right to purchase at least 50% of the shares subject to the
Warrants, (ii) hold directly at least 50% of the shares purchased under the
Warrants, or (iii) have the right to purchase or hold directly an aggregate of
at least 50% of the shares purchasable or purchased under the Warrants, the
Company will promptly take all necessary steps, at the option of such holders,
to register or qualify the sale of the Warrants or such shares by the holders
thereof, under the Securities Act (and, upon the request of such holders, under
Rule 415 thereunder) and such state laws as such holders may reasonably request;
provided that (i) such request must be made by the Expiration Date; and (ii) the
Company may delay the filing of any registration statement requested pursuant to
this section to a date not more than sixty (60) days following the date of such
request if in the opinion of the Company's principal investment banker at the
time of such request such a delay is necessary in order not to adversely affect
financing efforts then underway at the Company or if in the opinion of the
Company such a delay is necessary or advisable to avoid disclosure of material
nonpublic


                                      -5-
<PAGE>


information. The costs and expenses directly related to any registration
requested pursuant to this section, including but not limited to legal fees of
the Company's counsel, audit fees, printing expense, filing fees and fees and
expenses relating to qualifications under state securities or blue sky laws
incurred by the Company shall be borne entirely by the Company; provided,
however, that the persons for whose account the securities covered by such
registration are sold shall bear the expenses of underwriting commissions
applicable to their shares and fees of their legal counsel. If the holders of
Warrants and the holders of shares of common stock underlying the Warrants are
the only persons whose shares are included in the registration pursuant to this
section, such holders shall bear the expense of inclusion of audited financial
statements in the registration statement which are not dated as of the Company's
normal fiscal year or are not otherwise prepared by the Company for its own
business purposes. The Company shall keep effective and maintain any
registration, qualification, notification or approval specified in this
paragraph for such period as may be necessary for the holders of the Warrants
and such common stock to dispose thereof, and from time to time shall amend or
supplement, at the holder's expense, the prospectus or offering circular used in
connection therewith to the extent necessary in order to comply with applicable
law. The Company covenants and agrees that it will use its best efforts to meet
the qualifications to use a Form S-3 Registration Statement for the sale of the
shares purchased or purchasable under the Warrants.

              If, at the time any written request for registration is received
by the Company pursuant to this Section 8(b), the Company has determined to
proceed with the actual preparation and filing of a registration statement under
the Securities Act in connection with the proposed offer and sale for cash of
any of its securities by it or any of its security holders, such written request
shall be deemed to have been given pursuant to Section 8(a) hereof rather than
this Section 8(b), and the rights of the holders of Warrants and or shares
issued upon the exercise of the Warrants covered by such written request shall
be governed by Section 8(a) hereof.

              (c) If and whenever the Company is required by the provisions of
Sections 8(a) or 8(b) hereof to effect the registration of Warrants and/or
shares issued upon the exercise of the Warrants under the Securities Act, the
Company will:

                     (i) Prepare and file with the Securities and Exchange
              Commission (the "Commission") a registration statement with
              respect to such securities, and use its diligent, good faith
              efforts to cause such registration statement to become and remain
              effective until the earlier of the date on which all the
              securities have been sold or the date the securities may be sold
              without restriction pursuant to Rule 144(k) under the Securities
              Act;

                     (ii) prepare and file with the Commission such amendments
              to such registration statement and supplements to the prospectus
              contained therein as may be necessary to keep such registration
              statement effective for the period required by Section 8(c)(i)
              above;


                                      -6-
<PAGE>


                     (iii) provide security holders' counsel with reasonable
              opportunities to review and comment on, and otherwise participate
              in, the preparation of such registration statement;

                     (iv) furnish to the security holders participating in such
              registration and to the underwriters of the securities being
              registered such reasonable number of copies of the registration
              statement, preliminary prospectus, final prospectus and such other
              documents as such security holders and underwriters may reasonably
              request in order to facilitate the public offering of such
              securities;

                     (v) use its diligent, good faith efforts to register or
              qualify the securities covered by such registration statement
              under such state securities or blue sky laws of such jurisdictions
              as such participating holders may reasonably request in writing
              within 30 days following the original filing of such registration
              statement, except that the Company shall not for any purpose be
              required to execute a general consent to service of process or to
              qualify to do business as a foreign corporation in any
              jurisdiction wherein it is not so qualified;

                     (vi) notify the security holders participating in such
              registration, promptly after it shall receive notice thereof, of
              the time when such registration statement has become effective or
              a supplement to any prospectus forming a part of such registration
              statement has been filed;

                     (vii) notify such holders promptly of any request by the
              Commission for the amending or supplementing of such registration
              statement or prospectus or for additional information;

                     (viii) prepare and file with the Commission, promptly upon
              the request of any such holders, any amendments or supplements to
              such registration statement or prospectus which, in the opinion of
              counsel for such holders (and concurred in by counsel for the
              Company), is required under the Securities Act or the rules and
              regulations thereunder in connection with the distribution of the
              Warrants or shares by such holder;

                     (ix) prepare and promptly file with the Commission and
              promptly notify such holders of the filing of such amendment or
              supplement to such registration statement or prospectus as may be
              necessary to correct any statements or omissions if, at the time
              when a prospectus relating to such securities is required to be
              delivered under the Securities Act, any event shall have occurred
              as the result of which any such prospectus or any other prospectus
              as then in effect would include an untrue statement of a material
              fact or omit to state any material fact necessary to make the
              statements therein, in the light of the circumstances in which
              they were made, not misleading;


                                      -7-
<PAGE>


                     (x) advise such holders, promptly after it shall receive
              notice or obtain knowledge thereof, of the issuance of any stop
              order by the Commission suspending the effectiveness of such
              registration statement or the initiation or threatening of any
              proceeding for that purpose and promptly use its best efforts to
              prevent the issuance of any stop order or to obtain its withdrawal
              if such stop order should be issued;

                     (xi) not file any amendment or supplement to such
              registration statement or prospectus to which a majority in
              interest of such holders shall have reasonably objected on the
              grounds that such amendment or supplement does not comply in all
              material respects with the requirements of the Securities Act or
              the rules and regulations thereunder, after having been furnished
              with a copy thereof at least five business days prior to the
              filing thereof, unless in the opinion of counsel for the Company
              the filing of such amendment or supplement is reasonably necessary
              to protect the Company from any liabilities under any applicable
              federal or state law and such filing will not violate applicable
              law; and

                     (xii) at the request of any such holder, furnish on the
              effective date of the registration statement and, if such
              registration includes an underwritten public offering, at the
              closing provided for in the underwriting agreement: (i) opinions,
              dated such respective dates, of the counsel representing the
              Company for the purposes of such registration, addressed to the
              underwriters, if any, and to the holder or holders making such
              request, covering such matters as such underwriters and holder or
              holders may reasonably request; and (ii) letters, dated such
              respective dates, from the independent certified public
              accountants of the Company, addressed to the underwriters, if any,
              and to the holder or holders making such request, covering such
              matters as such underwriters and holder or holders may reasonably
              request.

              (d) The Company shall pay all Registration Expenses (as defined
below) in connection with the inclusion of Shares in any Registration Statement,
or application to register or qualify Shares under state securities laws, filed
by the Company hereunder, other than as set forth herein. For purposes of this
Agreement, the term "Registration Expenses" means the filing fees payable to the
Commission, any state agency and the National Association of Securities Dealers,
Inc.; the fees and expenses of the Company's legal counsel and independent
certified public accountants in connection with the preparation and filing of
the Registration Statement (and all amendments and supplements thereto) with the
Commission; and all expenses relating to the printing of the Registration
Statement, prospectuses and various agreements executed in connection with the
Registration Statement. Notwithstanding the foregoing, the security holder will
pay the fees and expenses of any legal counsel such holders may engage, as well
as the holder's proportionate share of any custodian fees or commission or
discounts which may be payable to any underwriter.

              (e) The holders of Warrants and/or the holders of shares issued
upon the exercise of the Warrants acknowledge that there may occasionally be
times when the Company


                                      -8-
<PAGE>


must suspend the use of the prospectus forming a part of the Registration
Statement, when there exists material non-public information relating to the
Company (including, but not limited to, an acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction (or
negotiations with respect thereto)) which in the reasonable opinion of the
Company's Board of Directors should not be disclosed. Accordingly, the Company
may suspend resales pursuant to such Registration Statement for a period not to
exceed sixty (60) days in any twenty-four (24) month period if the Company has
been advised by counsel and the Board of Directors reasonably concurs that the
information the Board reasonably believes should not be disclosed is material
and therefore the prospectus forming a part of the Registration Statement is not
current. Each such holder agrees that it shall not sell any Shares pursuant to
said prospectus during the period commencing at the time at which the Company
gives the holder notice of the suspension of such prospectus and ending at the
time the Company gives the holder notice that the holder may thereafter effect
sales pursuant to such prospectus.

              (f) The Company hereby indemnifies the holder of this Warrant and
of any common stock issued or issuable hereunder, its officers and directors,
and any person who controls such Warrant holder or such holder of common stock
within the meaning of Section 15 of the Securities Act, against all losses,
claims, damages and liabilities caused by any untrue statement of a material
fact contained in any registration statement, prospectus, notification or
offering circular (and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
or caused by any omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading except
insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or omission contained in information furnished in writing to the
Company by such Warrant holder or such holder of common stock expressly for use
therein, and each such holder by its acceptance hereof severally agrees that it
will indemnify and hold harmless the Company and each of its officers who signs
such registration statement and each of its directors and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act
with respect to losses, claims, damages or liabilities which are caused by any
untrue statement or omission contained in information furnished in writing to
the Company by such holder expressly for use therein.

         9. Additional Right to Convert Warrant.

              (a) The holder of this Warrant shall have the right to require the
Company to convert this Warrant (the "Conversion Right") at any time prior to
its expiration into shares of Common Stock as provided for in this Section 9.
Upon exercise of the Conversion Right, the Company shall deliver to the holder
(without payment by the holder of any Exercise Price) that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the value of the
Warrant at the time the Conversion Right is exercised (determined by subtracting
the aggregate Exercise Price for the Warrant Shares in effect immediately prior
to the exercise of the Conversion Right from the aggregate Fair Market Value for
the Warrant Shares immediately prior to the exercise of the Conversion Right) by
(y) the Fair Market Value of one share of Common Stock immediately prior to the
exercise of the Conversion Right.


                                      -9-
<PAGE>


              (b) The Conversion Right may be exercised by the holder, at any
time or from time to time, prior to its expiration, on any business day by
delivering a written notice in the form attached hereto (the "Conversion
Notice") to the Company at the offices of the Company exercising the Conversion
Right and specifying (i) the total number of shares of Common Stock the
Warrantholder will purchase pursuant to such conversion and (ii) a place and
date not less than one nor more than 20 business days from the date of the
Conversion Notice for the closing of such purchase.

              (c) At any closing under Section 9(b) hereof, (i) the holder will
surrender the Warrant and (ii) the Company will deliver to the holder a
certificate or certificates for the number of shares of Common Stock issuable
upon such conversion, together with cash, in lieu of any fraction of a share,
and (iii) the Company will deliver to the holder a new warrant representing the
number of shares, if any, with respect to which the warrant shall not have been
exercised.

              (d) "Fair Market Value" means, with respect to the Company's
Common Stock, as of any date:

                   (i) if the Common Stock is listed or admitted to unlisted
trading privileges on any national securities exchange or is not so listed or
admitted but transactions in the Common Stock are reported on the NASDAQ
National Market System, the reported closing price of the Common Stock on such
exchange or by the NASDAQ National Market System as of such date (or, if no
shares were traded on such day, as of the next preceding day on which there was
such a trade); or

                   (ii) if the Common Stock is not so listed or admitted to
unlisted trading privileges or reported on the NASDAQ National Market System,
and bid and asked prices therefor in the over-the-counter market are reported by
the NASDAQ system or National Quotation Bureau, Inc. (or any comparable
reporting service), the mean of the closing bid and asked prices as of such
date, as so reported by the NASDAQ System, or, if not so reported thereon, as
reported by National Quotation Bureau, Inc. (or such comparable reporting
service); or

                   (iii) if the Common Stock is not so listed or admitted to
unlisted trading privileges, or reported on the NASDAQ National Market System,
and such bid and asked prices are not so reported by the NASDAQ system or
National Quotation Bureau, Inc. (or any comparable reporting service), such
price as the Company's Board of Directors determines in good faith in the
exercise of its reasonable discretion.

                  [Remainder of page intentionally left blank]


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<PAGE>



IN WITNESS WHEREOF, Grow Biz International, Inc. has caused this Warrant to be
executed by its duly authorized officers and this Warrant to be dated as of
March 22, 2000.

                                       GROW BIZ INTERNATIONAL, INC.



                                       By  /s/ Ronald G. Olson
                                       -----------------------------------------

                                       GROW BIZ INTERNATIONAL, INC.


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<PAGE>


                                  EXERCISE FORM
                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)



GROW BIZ INTERNATIONAL, INC.

         The undersigned, the holder of the within warrant, hereby irrevocably
elects to exercise the purchase right represented by such warrant for, and to
purchase thereunder ______________ shares of the Common Stock, no par value, of
Grow Biz International, Inc. and herewith makes payment of $________________
therefor, and requests that the certificates for such shares be issued in the
name of __________________________ and be delivered to _________________________
whose address is _________________________.



Dated:
       -------------------             -----------------------------------------
                                       (Signature must conform in all respects
                                       to the name of holder as specified on the
                                       face of the warrant)


                                       (Address)


                                       (City - State - Zip)


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<PAGE>


                                 ASSIGNMENT FORM
                (TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT)


         For value received, the undersigned hereby sells, assigns and transfers
unto those individuals listed on Exhibit A, attached hereto, the right
represented by the within warrant to purchase the number of shares opposite
their names on the attached Exhibit A of Common Stock, no par value, of Grow Biz
International, Inc. to which the within warrant relates, and appoints
______________________ attorney to transfer said right on the books of Grow Biz
International, Inc., with full power of substitution in the premises.




Dated: ________________                SHELDON FLECK
                                       4611 Browndale Avenue
                                       Edina, MN 55424


                                      ------------------------------------------
                                      Sheldon Fleck

In the presence of:

-----------------------------------


-----------------------------------


                                      -13-
<PAGE>


                                CONVERSION NOTICE
              (TO BE SIGNED ONLY UPON EXERCISE OF CONVERSION RIGHT
                     SET FORTH IN SECTION 9 OF THE WARRANT)


TO Grow Biz International, Inc.:

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the Conversion Right set forth in Section 9 of such Warrant
and to surrender for conversion _______________ shares of the Common Stock of
Grow Biz International, Inc. and to receive _________ shares of the Common Stock
of Grow Biz International, Inc. The closing of this conversion shall take place
at the offices of the undersigned on ____________________. Certificates for the
shares to be delivered at the closing shall be issued in the name of
______________________________ whose address is _______________________________.



Dated:
       -------------------             -----------------------------------------
                                       (Signature must conform in all respects
                                       to the name of holder as specified on the
                                       face of the Warrant)


                                       (Address)


                                       (City - State - Zip)


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