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                                                                    EXHIBIT 10.1





NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
A SHAREHOLDER AGREEMENT, DATED AS OF APRIL 14, 1999, AMONG VALUEVISION
INTERNATIONAL, INC., G.E. CAPITAL EQUITY INVESTMENTS, INC. AND NATIONAL
BROADCASTING COMPANY, INC.


THE RESTATED ARTICLES OF INCORPORATION OF THE COMPANY (AS DEFINED BELOW), AS
AMENDED, PROVIDE THAT, EXCEPT AS OTHERWISE PROVIDED BY LAW, SHARES OF STOCK IN
THE COMPANY SHALL NOT BE TRANSFERRED TO "ALIENS" UNLESS, AFTER GIVING EFFECT TO
SUCH TRANSFER, THE AGGREGATE NUMBER OF SHARES OF STOCK OWNED BY OR FOR THE
ACCOUNT OF "ALIENS" WILL NOT EXCEED 20% OF THE NUMBER OF SHARES OF OUTSTANDING
STOCK OF THE COMPANY, AND THE AGGREGATE VOTING POWER OF SUCH SHARES WILL NOT
EXCEED 20% OF THE AGGREGATE VOTING POWER OF ALL OUTSTANDING SHARES OF VOTING
STOCK OF THE COMPANY. NOT MORE THAN 20% OF THE AGGREGATE VOTING POWER OF ALL
SHARES OUTSTANDING ENTITLED TO VOTE MAY BE VOTED BY OR FOR THE ACCOUNT OF
"ALIENS." IF, NOTWITHSTANDING SUCH RESTRICTION ON TRANSFERS TO "ALIENS", THE
AGGREGATE NUMBER OF SHARES OF STOCK OWNED BY OR FOR THE ACCOUNT OF "ALIENS"
EXCEEDS 20% OF THE NUMBER OF SHARES OF OUTSTANDING STOCK OF THE COMPANY OR IF
THE AGGREGATE VOTING POWER OF SUCH SHARES EXCEEDS 20% OF THE AGGREGATE VOTING
POWER OF ALL OUTSTANDING SHARES OF VOTING STOCK OF THE COMPANY, THE COMPANY HAS
THE RIGHT TO REDEEM SHARES OF ALL CLASSES OF CAPITAL STOCK, AT THEIR THEN FAIR
MARKET VALUE, ON A PRO RATA BASIS, OWNED BY OR FOR THE ACCOUNT OF ALL "ALIENS"
IN ORDER TO REDUCE THE NUMBER OF SHARES AND/OR PERCENTAGE OF VOTING POWER HELD
BY OR FOR THE ACCOUNT OF "ALIENS" TO THE MAXIMUM NUMBER OR PERCENTAGE ALLOWED
UNDER THE RESTATED ARTICLES OF INCORPORATION, AS AMENDED, OR AS OTHERWISE
REQUIRED BY APPLICABLE FEDERAL LAW.


AS USED HEREIN, "ALIENS" MEANS ALIENS AND THEIR REPRESENTATIVES, FOREIGN
GOVERNMENTS AND THEIR REPRESENTATIVES, AND CORPORATIONS ORGANIZED UNDER THE LAW
OF A FOREIGN COUNTRY, AND THEIR REPRESENTATIVES. THE COMPANY WILL FURNISH TO ANY
SHAREHOLDER UPON



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REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES,
LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES
AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY
OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
CLASSES OR SERIES.


No. W-4                                                         343,725 Warrants


                         COMMON STOCK PURCHASE WARRANTS

                      Exercisable commencing March 20, 2001
                 Void after Expiration Time (as defined herein)


         ValueVision International, Inc., a Minnesota corporation (the
"Company"), hereby certifies that, for value received, National Broadcasting
Company, Inc., a Delaware Corporation (the "Initial Holder" or "NBC"), or
registered assigns (in either case, the "Warrantholder"), is the owner of Three
Hundred Forty-three Thousand, Seven Hundred Twenty-five (343,725) Warrants (as
defined below), each of which entitles the Warrantholder to purchase from the
Company one fully paid, duly authorized and nonassessable share of Common Stock,
par value $0.01 per share, of the Company (the "Common Stock") at any time or
from time to time subject to the terms set forth herein, commencing on March 20,
2001 (the "Issue Date") and continuing up to the Expiration Time (as defined
herein) at a per share exercise price determined according to the terms and
subject to the conditions set forth in this certificate (the "Warrant
Certificate"). The number of shares of Common Stock issuable upon exercise of
each such Warrant and the exercise price per share of Common Stock are subject
to adjustment from time to time pursuant to the provisions of Sections 8 and 9
of this Warrant Certificate. The Warrants evidenced by this Warrant Certificate
(the "Warrants") are being issued pursuant to a Distribution and Marketing
Agreement, dated as of March 8, 1999 (as it may be amended, supplemented or
otherwise modified from time to time, the "Distribution Agreement"), by and
between the Company and the Initial Holder.


         Section 1. Definitions. As used in this warrant certificate, the
following terms shall have the meanings set forth below:


                  "Additional Warrants" shall have the meaning set forth in the
         Distribution Agreement and shall include the Warrants hereunder.


                  "Affiliate" shall mean, with respect to any Person, any other
         Person that directly or indirectly controls, is controlled by; or is
         under common control with, such Person. As used in this definition,
         "control" (including its correlative meanings, "controlled by" and
         "under common control with") shall mean the possession, directly or
         indirectly, of power to direct or cause the direction of management or
         policies (whether through ownership of securities or partnership or
         other ownership interests, by contract or otherwise).


                  "Articles of Incorporation" shall mean the Articles of
         Incorporation of the Company, as amended from time to time.


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                  "Beneficially Own" shall have the meaning set forth in Rule
         13d-3 under the Exchange Act, except that a Person shall be deemed to
         "Beneficially Own" all securities that such Person has a right to
         acquire, whether such right is exercisable immediately or only after
         the passage of time (and without any additional condition), provided
         that a Person shall not be deemed to "Beneficially Own" any shares of
         Common Stock which are issuable upon exercise of any Additional
         Warrants unless and until such Additional Warrants are actually issued
         and outstanding (at which time such Person shall be deemed to
         Beneficially Own all shares of Common Stock which are issuable upon
         exercise of such Additional Warrants, whether or not they are vested or
         unvested) and, provided further, except as expressly provided in this
         Agreement no Person shall be deemed to "Beneficially Own" any
         securities issuable upon exercise of the Purchase Warrant unless and
         until the shareholder Approval is obtained. In the event that the
         Shareholder Approval is obtained, when calculating Beneficial Ownership
         on any particular date after receipt of such Shareholder Approval, the
         Purchase Warrant will be deemed to represent Beneficial ownership of
         the maximum number of shares of Common Stock that could be acquired
         upon exercise of the Purchase Warrant on such date.


                  "Board of Directors" shall mean the board of directors of the
         Company.


                  "Business Day" shall mean any day, other than a Saturday,
         Sunday or a day on which commercial banks in New York, New York are
         authorized or obligated by law or executive order to close.


                  "Change in Control" shall mean any of the following: (i) a
         merger, consolidation or other business combination or transaction to
         which the Company is a party if the shareholders of the Company
         immediately prior to the effective date of such merger, consolidation
         or other business combination or transaction, as a result of such
         merger, consolidation or other business combination or transaction, do
         not have Beneficial ownership of voting securities representing 50% or
         more of the Total Current Voting Power of the surviving corporation
         following such merger, consolidation or other business combination or
         transaction; (ii) an acquisition by any Person (other than the
         Restricted Parties and their Affiliates or any 13D Group to which any
         of them is a member) of Beneficial Ownership of Voting Stock of the
         Company representing 25% or more of the Total Current Voting Power of
         the Company, (iii) a sale of all or substantially all the consolidated
         assets of the company to any Person or Persons (other than Restricted
         Parties and their Affiliates or any 13D Group to which any of them is a
         member); or (iv) a liquidation or dissolution of the Company.


                  "Common Stock" shall have the meaning set forth in the
         preamble hereto.


                  "Company" shall have the meaning set forth in the preamble
         hereto.


                  "Designated  Entity" shall mean Home Shopping  Network, Inc.,
         QVC, Inc.,  Shop-At-Home,  Inc. or Paxson Communications Corporation.


                  "Distribution Agreement" shall mean the Distribution and
         Marketing Agreement dated as of March 8, 1999 between the Company and
         NBC pursuant to which NBC has agreed to distribute certain programming
         of the Company, as such agreement may be amended from time to time.


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<PAGE>   4


                  "Distribution Agreement Termination Event" shall mean a
         termination of the Distribution Agreement by the Company (i) as a
         result of the failure of NBC to achieve certain performance targets set
         forth in Sections 8(a), (b) or (c) of the Distribution Agreement or
         (ii) pursuant to the Company's right, to so terminate under Section 10
         of the Distribution Agreement.


                  "Election to Exercise" shall have the meaning set forth in
         Section 4.2(a) hereof.


                  "Equity Securities" shall mean, with respect to any Person,
         any and all common stock, preferred stock, any other class of capital
         stock and partnership or limited liability company interests of such
         Person or any other similar interests of any Person that is not a
         corporation, partnership or limited liability company.


                  "Exchange Act" shall mean the Securities Exchange act of 1934,
         as amended, and the rules and regulations promulgated thereunder.


                  "Exercise Date" shall have the meaning set forth in Section 8
         hereof.


                  "Expiration Date" shall mean with respect to any Warrant
         represented hereunder, the fifth anniversary of the vesting date (as
         set forth in Section 4.1(a) hereof) of such Warrant.


                  "Expiration Time" shall mean 5:00 P.M., New York City time, on
         the Expiration Date.


                  "Expired" shall mean, with respect to a Warrant issued
         hereunder, that such Warrant has not been exercised prior to the
         Expiration Date for such Warrant.


                  "Fractional Warrant Share" shall mean any fraction of a whole
         share of Common Stock issued, or issuable upon, exercise of the
         Warrants.


                  "GE Capital" shall mean G.E. Capital Equity Investments, Inc.,
         a Delaware corporation, together with its successors by operation of
         law.


                  "Governmental Entity" shall mean any federal, state or local
         government or any court, administrative agency or commission or other
         governmental authority or agency, domestic or foreign.


                  "Independent Expert" shall mean an investment banking firm
         mutually acceptable to the Company and the Warrantholder.


                  "Initial Holder" shall have the meaning set forth in the
         preamble hereto.



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<PAGE>   5


                  "Investment Agreement" shall mean the Investment Agreement,
         dated as of March 8, 1999 (as it may be amended, supplemented or
         otherwise modified from time to time), by and between the Company and
         GE Capital.


                  "Issue Date" shall have the meaning set forth in the preamble
         hereto.


                  "Market Price" shall mean, with respect to a share of Common
         Stock on any day, except as set forth below in the case that the shares
         of Common Stock are not publicly held or listed, the average of the
         "quoted prices" of the Common Stock for 30 consecutive Trading Days
         commencing 45 Trading Days before the date in question. The term
         "quoted prices" of the Common Stock shall mean the last reported sale
         price on that day or, in case no such reported sale takes place on such
         day, the average of the last reported bid and asked prices, regular
         way, on that day, in either case, as reported in the consolidated
         transaction reporting system with respect to securities quoted on
         Nasdaq or, if the shares of Common Stock are not quoted on Nasdaq, as
         reported in the principal consolidated transaction reporting system
         with respect to securities listed on the principal national securities
         exchange on which the shares of Common Stock are listed or admitted to
         trading or, if the shares of Common Stock are not quoted on Nasdaq and
         not listed or admitted to trading on any national securities exchange,
         the last quoted price or, if not so quoted, the average of the high bid
         and low asked prices on such other nationally recognized quotation
         system then in use, or, if on any such day the shares of Common Stock
         are not quoted on any such quotation system, the average of the closing
         bid and asked prices as furnished by a professional market maker
         selected by the Board of Directors making a market in the shares of
         Common Stock. Notwithstanding the foregoing, if the shares of Common
         Stock are not publicly held or so listed, quoted or publicly traded,
         the "Market Price" means the fair market value of a share of Common
         Stock, as determined in good faith by the Board of Directors; provided,
         however, that if the Warrantholder shall dispute the fair market value
         as determined by the Board, the Warrantholder and the Company may
         retain an independent Expert. The determination of fair market value by
         the Independent Expert shall be final, binding and conclusive on the
         Company and the Warrantholder. All costs and expenses of the
         Independent Expert shall be borne by the Warrantholder unless the
         determination of fair market value is more favorable to such
         Warrantholder by 5% or more, in which case, all such costs and expenses
         shall be borne by the Company.


                  "Nasdaq" shall mean The Nasdaq Stock Market's National Market.


                  "NBC" shall have the, meaning set forth in the preamble
         hereto.


                  "Organic Change" shall mean, with respect to any Person, any
         transaction (including without limitation any recapitalization, capital
         reorganization or reclassification of any class or series of Equity
         Securities, any consolidation of such Person with, or merger of such
         Person into, any other Person, any merger of another Person into such
         Person (other than a merger which does not result in a
         reclassification, conversion, exchange or cancellation of outstanding
         shares of capital stock of such Person), and any sale or transfer or
         lease of all or substantially all of the assets of such Person, but not
         including any stock split, combination or subdivision which is the
         subject



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         of Section 9.1(b)) pursuant to which any class or series of Equity
         Securities of such Person is exchanged for, or converted into the right
         to receive other securities, cash or other Property.


                  "Person" shall mean any individual, firm, corporation,
         company, limited liability company, association, partnership, joint
         venture, trust or unincorporated organization, or a government or any
         agency or political subdivision thereof.


                  "Preferred Stock" shall mean the Series A Redeemable
         Convertible Preferred Stock, par value $0.01 per share, of the Company.


                  "Purchased Shares" shall have the meaning set forth in Section
         9.1(e) hereof.


                  "Purchase Warrant" shall mean the Common Stock Purchase
         Warrant (No. W-1) (and any replacement(s) thereof) exercisable for up
         to 39.9% of the Common Stock of the Company issued to GE Capital
         pursuant to the Investment Agreement.


                  "Record Date" shall have the meaning set forth in Section
         9.1(a) hereof.


                  "Reference Date" shall have the meaning set forth in Section
         9.1(d) hereof.


                  "Relevant Date" shall have the meaning set forth in Section
         9.1(c) hereof.


                  "Restricted Parties" shall mean each of (i) NBC, its Ultimate
         Parent Entity (if any), each Subsidiary of NBC and each subsidiary of
         its Ultimate Parent Entity, (ii) GE Capital, its Ultimate Parent Entity
         (if any), each Subsidiary of GE Capital and each Subsidiary of its
         Ultimate Parent Entity and (iii) any Affiliate of any Person that is a
         Restricted Party if (and only if) such Restricted Party has the right
         or power (acting alone or solely with other Restricted Parties) to
         either cause such Affiliate to comply with or prevent such Affiliate
         from not complying with all of the terms of this Agreement that are
         applicable to Restricted Parties.


                  "Securities Act" shall mean the U.S. Securities Act of 1933,
         as amended, and the rules and regulations promulgated thereunder.


                  "Shareholder Agreement" shall mean the Shareholder Agreement,
         dated as of the date hereof, among GE Capital, NBC and the Company.


                  "Shareholder Approval" shall have the meaning ascribed to such
         term in the Investment Agreement.


                  "Subsidiary" shall mean, as to any Person, a corporation,
         partnership, limited liability company, joint venture or other entity
         of which shares of stock or other ownership interests having ordinary
         voting power (other than stock or such other ownership interests having
         such power only by reason of the happening of a contingency) to elect a
         majority of the board of directors or other managers of such
         corporation, partnership or other entity are at the time owned,
         directly or indirectly through one or more intermediaries (including,
         without limitation, other subsidiaries), or both, by such Person.


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<PAGE>   7


                  "Term" shall mean the base or initial term of the Written
         Commitment, excluding any renewal period or automatic extensions
         thereunder.


                  "13D Group" means any "group" (within the meaning of Section
         13(d) of the Exchange Act) formed for the purpose of acquiring,
         holding, voting or disposing of Voting Stock.


                  "Total Current Voting Power" shall mean, with respect to any
         corporation the total number of votes which may be cast in the election
         of members of the Board of Directors of the corporation if all
         securities entitled to vote in the election of such directors
         (excluding shares of preferred stock that are entitled to elect
         directors only upon the occurrence of customary events of default) are
         present and voted (it being understood that the Preferred Stock will be
         included on an as converted basis in the calculation of Total Current
         Voting Power of the Company).


                  "Trading Day" shall mean any day on which Nasdaq is open for
         trading, or if the shares of Common Stock are not quoted on Nasdaq, any
         day on which the principal national securities exchange or national
         quotation system on which the shares of Common Stock are listed,
         admitted to trading or quoted is open for trading, or if the shares of
         Common Stock are not so listed, admitted to trading or quoted, any
         Business Day.


                  "Ultimate Parent Entity" shall mean, with respect to any
         person (the "Subject Person"), the Person (if any) that (i) owns,
         directly or indirectly through one or more intermediaries, or both,
         shares of stock or other ownership interests having ordinary voting
         power (other than stock or such other ownership interests having such
         power only by reason of the happening of a contingency) to elect a
         majority of the board of directors or other managers of the Subject
         person and (ii) is not itself a Subsidiary of any other Person or is a
         natural person.


                  "Voting Stock" shall mean shares of the Common Stock and
         Preferred Stock and any other securities of the Company having the
         ordinary power to vote in the election of members of the Board of
         Directors of the Company.


                  "VVTV" shall mean the home shopping television program service
         of the Company presently known as "ValueVision Television" and a
         successor home shopping or transactional television program services of
         the Company.


                  "Warrant" shall have the meaning set forth in the preamble
         hereto.


                  "Warrant Cancellation Event" shall mean that on or prior to
         August 31, 1999, the Closing (as defined in the Investment Agreement)
         under the Investment Agreement shall not have occurred or that
         Shareholder Approval shall not have been obtained, as set forth in
         Section 9(a) or 9(b) of the Distribution Agreement.



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<PAGE>   8

                 "Warrant Certificate" shall have the meaning set forth in the
         preamble hereto.


                  "Warrant Register" shall have meaning set forth in Section 2.2
         hereof.


                  "Warrant Shares" shall mean the shares of Common Stock issued,
         or issuable upon, exercise of the Warrants.


                  "Warrantholder" shall have the meaning set forth in the
         preamble hereto.


                  "Written Commitment" shall mean the written commitments
         between NBC and various entities entered into between May 15, 2000 and
         October 31, 2000 for the rollout of VVTV, a summary of which is
         attached as Annex A hereto.


         Section 2.  Transferability.


                  2.1 Registration. The warrants shall be issued only in
registered form. The Company agrees to maintain, at its office or agency, books
for the registration and transfer of the Warrants.


                  2.2 Transfer. Subject to the terms and conditions of the
Shareholder Agreement, the warrants evidenced by this Warrant Certificate may be
sold or otherwise transferred at any time (except as such sale or transfer may
be restricted pursuant to regulations of the Federal Communications Commission,
the Securities Act or any applicable state securities laws) with the prior
written consent of the Company, which consent shall not be unreasonably
withheld; provided, however, that the consent of the Company shall not be deemed
to have been unreasonably withheld if Company does not approve a transfer of
such Warrants to any Designated Entity. Any such sale or transfer shall be
effected on the books of the Company (the "Warrant Register") maintained at its
principal executive offices upon surrender of this Warrant Certificate for
registration of transfer duly endorsed by the Warrantholder or by its duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant Certificate or
Certificates in appropriate denominations to the Person or Persons entitled
thereto.


         Section  3.  Exchange of Warrant Certificate.


                  Any Warrant Certificate may be exchanged for another
certificate or certificates of like tenor entitling the Warrantholder to
purchase a like aggregate number of Warrant Certificates as the certificate or
certificates surrendered then entitles such Warrantholder to purchase. Any
Warrantholder desiring to exchange a Warrant Certificate shall make such request
in writing delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Warrant to be exchanged. Thereupon, the Company shall
execute and deliver to the Person entitled thereto a new Warrant Certificate or
Certificates as so requested.


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<PAGE>   9


         Section 4.  Term of Warrants; Exercise of Warrants.


         4.1  Vesting and Duration of Warrants.


                  (a) The Warrants shall vest in full as of the Issue Date.


                  (b) Subject to the terms and conditions set forth in this
Warrant Certificate, the Warrantholder may exercise the Warrants evidenced
hereby, in whole or in part, at any time and from time to time after the Issue
Date and before the Expiration Time of such Warrants. Any Warrant not exercised
by the Expiration Time applicable to such Warrant shall become void, and all
rights thereunder with respect to such Warrant shall thereupon cease.


         4.2  Exercise of warrant.


                  (a) On the terms and subject to the conditions set forth in
this Warrant Certificate, the Warrantholder may exercise the warrants evidenced
hereby, in whole or in part, by presentation and surrender to the Company of
this Warrant Certificate together with the attached Election to Exercise (the
"Election to Exercise") duly filled in and signed, and accompanied by payment to
the Company of the Exercise Price for the number of Warrant Shares specified in
such Election to Exercise. Payment of the aggregate Exercise Price shall be made
(i) in cash in an amount equal to the aggregate Exercise Price; (ii) by
certified or official bank check in an amount equal to the aggregate Exercise
Price or (iii) by any combination of the foregoing. In lieu of the above, the
Warrantholder may deliver an Election to Exercise that provides for a
recapitalization or exchange of Warrants for Warrant Shares having an aggregate
value equal to the excess of (x) the aggregate value of the Warrant Shares to
which the Warrants so exercised relate (based on the determination of the Market
Price of the Common Stock as of such date) over (y) the aggregate Exercise Price
of such Warrants.


                  (b) On the terms and subject to the conditions set forth in
this Warrant Certificate, upon such presentation of a duly executed Election to
Exercise and surrender of this warrant Certificate and payment of such aggregate
Exercise Price as set forth in paragraph (a) hereof, the Company shall promptly
issue and cause to be delivered to the Warrantholder, or, subject to Section 2
hereunder, to such Persons as the Warrantholder may designate in writing, a
certificate or certificates (in such name or names as the Warrantholder may
designate in writing) for the specified number of duly authorized, fully paid
and nonassessable Warrant Shares issuable upon exercise, and shall deliver to
the Warrantholder cash, as provided in Section 10 hereof, with respect to any
Fractional Warrant Shares otherwise issuable upon such surrender. In the event
that the Warrants evidenced by this Warrant Certificate are exercised in part
prior to the Expiration Time applicable to such Warrants, the Company shall
issue and cause to be delivered to the Warrantholder, or, subject to Section 2
hereunder, to such Persons as the Warrantholder may designate in writing, a
certificate or Certificates (in such name or names as the Warrantholder may
designate in writing) evidencing any remaining unexercised and unexpired
Warrants.


                  (c) Each Person in whose name any certificate for Warrant
Shares is issued shall for all purposes be deemed to have become the holder of
record of the Warrant Shares represented hereby on the first date on which both
the Warrant Certificate evidencing the



                                       9



<PAGE>   10


respective Warrants was surrendered, along with a duly executed Election to
Exercise, and payment of the Exercise price and any applicable taxes was made,
irrespective of date of issue or delivery of such certificate.


         4.3 Conditions to Exercise. Each exercise of the Warrants shall be
subject to the following conditions:


                  (a) Such exercise shall be consistent with the terms of
Section 4.1 hereof; and


                  (b) The purchase of the Warrant Shares issuable upon such
exercise shall not be prohibited under applicable law.


         Section 5.  Payment of Taxes.


                  The Company shall pay any and all documentary, stamp or
similar issue or transfer taxes and other governmental charges that may be
imposed under the laws of the United States or any political subdivision or
taxing authority thereof or therein in respect of any issue or delivery of
Warrant Shares or of other securities or property deliverable upon exercise of
the Warrants evidenced by this Warrant Certificate or certificates representing
such shares or securities (other than income or withholding taxes imposed on the
Warrantholder); provided, however, that the Company shall not be required to pay
any tax or taxes which may be payable with respect to any transfer involving the
issue of any Warrant Certificate or any certificates for Warrant Shares in a
name other than that of the registered holders thereof, and the company shall
not be required to issue or deliver such Warrant certificate or certificates for
Warrant Shares unless and until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.


         Section 6.  Mutilated or Missing Warrant.


                  If any Warrant Certificate is lost, stolen, mutilated or
destroyed, the Company shall issue in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, upon receipt
of a proper affidavit or other evidence reasonably satisfactory to the Company
(and surrender of any mutilated Warrant Certificate) and indemnity in form and
amount reasonably satisfactory to the Company in each instance protecting the
Company, a new Warrant Certificate of like tenor and representing an equivalent
number of Warrants as the Warrant Certificate so lost, stolen, mutilated or
destroyed. Any such new Warrant Certificate shall constitute an original
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant certificate shall be at any time
enforceable by anyone. An applicant for such substitute Warrant Certificate
shall also comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe. All Warrant Certificates shall
be held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement of lost, stolen, mutilated or
destroyed Warrant Certificates, and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement of negotiable instruments or other
securities without their surrender.



                                       10


<PAGE>   11


         Section 7.  Reservation of Shares


                  The Company hereby agrees that, at all times until all of the
Warrants issued hereunder (whether vested or unvested) have been exercised,
expired or canceled, there shall be reserved for issuance and delivery upon
exercise of this Warrant, free from preemptive rights, the number of shares of
authorized but unissued shares of Common Stock as may be required at such time
(adjusted from time to time for additional vesting of Warrants as well as for
cancellation of exercised or Expired Warrants) for issuance or delivery upon
exercise of the Warrants evidenced by this Warrant Certificate. The Company
further agrees that it will not, by amendment of its Articles of Incorporation
or through reorganization, consolidation, merger, dissolution or sale of assets,
or by any other voluntary act, avoid or seek to avoid the observance or
performance of any of the covenants, stipulations or conditions to be observed
or performed hereunder by the Company. Without limiting the generality of the
foregoing, the Company shall from time to time take all such action that may be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock at the Exercise Price as so adjusted.


         Section 8.  Exercise Price.


                  The price per share (the "Exercise Price") at which Warrant
Shares shall be purchasable upon the exercise of the Warrants evidenced by this
Warrant Certificate shall be twenty-three dollars and seven cents ($23.07),
subject to adjustment pursuant to Section 9 hereof.


         Section 9.  Adjustment of Exercise Price and Number of Shares.


         The number and kind of securities purchasable upon the exercise of the
warrants evidenced by this Warrant Certificate and the Exercise Price thereof
shall be subject to adjustment from time to time after the date hereof upon the
happening of certain events, as follows:


                  9.1  Adjustments to Exercise Price.  The Exercise Price shall
be subject to adjustment as follows:


                  (a) Stock Dividends. In case the Company shall, after the
Issue Date, pay a dividend or make a distribution on its Common Stock or on any
other class or series of capital stock of the Company which dividend or
distribution includes or is convertible (without the payment of any
consideration other than surrender of such convertible security) into Common
Stock, the Exercise Price in effect at the opening of business on the day
following the date fixed for determination of the holders of Common Stock or
capital stock entitled to such payment or distribution (the "Record Date") shall
be reduced by multiplying such Exercise Price by a fraction of which (A) the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the Record Date and (B) the denominator shall be the sum of such
number of shares and the total number of shares constituting or included in such
dividend or other distribution (or in the case of a dividend consisting of
securities convertible into Common Stock, the number of shares of Common Stock
into which such securities are convertible), such reduction to become effective
immediately after the opening of business on the day following the Record Date;
provided, however, that if any such dividend or distribution is rescinded and
not paid, then the Exercise Price shall, as of the date when it is determined
that such dividend or distribution price will be rescinded, revert back to the
Exercise Price in effect prior to the adjustment made pursuant to this
paragraph.



                                       11


<PAGE>   12


                  (b) Stock Splits and Reverse Splits. In case the Common Stock
shall be subdivided into a greater number of shares of Common Stock or combined
into a smaller number of shares of Common Stock, the Exercise Price in effect at
the opening of business on the day following the day upon which such subdivision
or combination becomes effective shall be adjusted so that the holder of any
Warrants thereafter surrendered for purchase of shares of Common Stock shall be
entitled to receive the number of shares of Common Stock which such holder would
have owned or been entitled to receive after the happening of such events had
such Warrants been surrendered for exercise immediately prior to such event.
Such adjustment shall become effective at the close of business on the day upon
which such subdivision or combination becomes effective.


                  (c) Issuances Below Market. In case the Company shall issue or
sell (a) Common Stock, (b) rights, warrants or options entitling the holders
thereof to subscribe for or purchase shares of Common Stock or (c) any security
convertible into Common Stock, in each case at a price, or having an exercise or
conversion price, per share less than the then-current Market Price per share of
Common Stock on (x) the date of such issuance or sale or (y) in the case of a
dividend or distribution of such rights, warrants, options or convertible
securities to the holders of common Stock, the date fixed for determination of
the holders of such common Stock entitled to such dividend or distribution (the
date specified in clause (x) or (y) being the "Relevant Date") (excluding any
issuance for which an appropriate and full adjustment has been made pursuant to
Section 9.1(a)), the Exercise Price shall be reduced by multiplying the Exercise
Price by a fraction of which (A) the numerator shall be the number of shares of
Common Stock outstanding at the open of business on the Relevant Date plus the
number of shares of Common Stock which the aggregate consideration received or
receivable (I) for the total number of shares of Common Stock, rights, warrants
or options or convertible securities so issued or sold, and (II) upon the
exercise or conversion of all such rights, warrants, options or securities,
would purchase at the then-current Market Price per share of Common Stock and
(B) the denominator shall be the number of shares of Common Stock outstanding at
the close of business on the Relevant Date plus (without duplication) the number
of shares of Common Stock subject to all such rights, warrants, options and
convertible securities, such reduction of the Exercise Price to be effective at
the opening of business on the day following the Relevant Date; provided,
however, that if any such dividend or distribution is rescinded and not paid,
then the Exercise Price shall, as of the date when it is determined that such
dividend or distribution will be rescinded, revert back to the Exercise Price in
effect prior to the adjustment made pursuant to this paragraph. The issuance of
any shares of Common Stock or other rights, warrants, options or convertible
securities pursuant to (a) any restricted stock or stock option plan or program
of the Company involving the grant of options or rights solely to officers,
directors, employees and/or consultants of the Company or its Subsidiaries at
below the then-current Market Price per share of Common Stock (provided; that
any such options or rights were initially granted with an exercise or conversion
price of not less than 85% of the then-current Market Price per share of common
Stock), (b) any option, warrant, right, or convertible security outstanding as
of the date thereof, (c) the terms of a firmly committed bona fide written
public offering or (d) any merger, acquisition, consolidation, or similar
transaction, shall be deemed to constitute an issuance or sale to which this
Section 9.1(c) applies. Upon the expiration unexercised of any rights,


                                       12



<PAGE>   13


warrants, options or rights to convert any convertible securities for which an
adjustment has been made pursuant to this Section 9.1(c), the adjustments shall
forthwith be reversed to effect such rate of conversion as would have been in
effect at the time of such expiration or termination had such rights, warrants,
options or rights to convertible securities, to the extent outstanding
immediately prior to such expiration or termination never been issued.


                  (d) Special Dividends. Subject to the last sentence of this
paragraph (d) in case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness, shares of any
class or series of capital stock, cash or assets (including securities, but
excluding any shares of Common Stock, rights, warrants, options or convertible
securities for which an appropriate and full adjustment has been made pursuant
to paragraph (a) or (c) above), the Exercise Price in effect on the day
immediately preceding the date fixed for the payment of such distribution (the
date fixed for payment being referred to as the "Reference Date") shall be
reduced by multiplying such Exercise Price by a fraction of which the numerator
shall be the current market Price per share (determined as provided in paragraph
(e) of this Section 9.1) of the Common Stock on the Reference Date less the fair
market value (as determined in good faith by the Board of Directors, whose
determination shall be mailed to the holders of the Warrants) on the Reference
Date of the portion of the evidences of indebtedness, shares of capital stock,
cash and assets so distributed applicable to one share of Common Stock, and the
denominator shall be such current Market Price per share of the Common Stock,
such reduction to become effective immediately prior to the opening of business
on the day following the Reference Date; however, that if such dividend or
distribution is rescinded and not paid, then the Exercise Price shall, as of the
date when it is determined that such dividend or distribution will be rescinded,
revert back to the Exercise Price in effect prior to the adjustment made
pursuant to this paragraph. If the Board of Directors determines the fair market
value of any distribution for purposes of this paragraph (d) by reference to the
actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider, to the extent Possible, the prices
in such market over the same period used in computing the current Market Price
per share of Common Stock pursuant to this Section 9.1. Notwithstanding the
foregoing, if the holders of a majority of the outstanding unexercised and
un-Expired Warrants (whether or not so vested) shall dispute the fair market
determination of the Board of Directors, an Independent Expert shall be selected
to determine the fair market value of the Common Stock as of the Reference Date,
and such independent Expert's determination shall be final, binding and
conclusive. All costs and expenses of such Independent Expert shall be borne by
the holders of the then outstanding exercised and un-Expired Warrants (whether
or not vested) unless the determination of fair market value is more favorable
to such holders by 5% or more, in which case, all such costs and expenses shall
be borne by the Company. For purposes of this paragraph (d), any dividend or
distribution that also includes shares of Common Stock or rights, warrants or
options to subscribe for or purchase shares of Common Stock shall be deemed to
be (1) a dividend or a distribution of the evidences of indebtedness, cash,
assets or shares of capital stock other than such shares of Common Stock or
rights, warrants, options or convertible securities (making any Exercise Price
reduction required by this subparagraph (d)) immediately followed by (2) a
dividend or other distribution of such shares of Common Stock or such rights,
warrants, options or convertible securities (making any further Exercise Price
reduction required by subparagraph (a) or (c) of this Section 9.1), except (A)
the Reference Date of such dividend or distribution as defined in this
subparagraph (d) shall be substituted as "the date fixed for the



                                       13



<PAGE>   14



determination of shareholders entitled to receive such dividend or other
distribution" and the "Relevant Date" within the meaning of subparagraphs (a)
and (c) of this Section 9.1 and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of
subparagraph (a) of this Section 9.1).


                  (e) Minimum Adjustment Requirement. No adjustment shall be
required unless such adjustment would result in an increase or decrease of at
least 1% in the Exercise Price then subject to adjustment; provided, however,
that any adjustments that are not made by reason of this Section 9.1(e) shall be
carried forward and taken into account in any subsequent adjustment. In case the
Company shall at any time issue shares of Common Stock by way of dividend on any
stock of the Company or subdivide or combine the outstanding shares of Common
Stock, said 1% specified in the preceding sentence (as theretofore increased or
decreased, if said amount shall have been adjusted in accordance with the
provisions of this Section 9.1(e)) shall forthwith be proportionately increased
in the case of such a combination or decreased in the case of such a subdivision
or stock dividend so as appropriately to reflect the same. No adjustment to the
Exercise Price shall be required if the holders of the outstanding unexercised
and unissued warrants ether or not vested) receive the dividend or distribution
giving rise to such adjustment in respect of each such Warrant.


                  (f) Calculations. All calculations under this Section 9.1
shall be made to the nearest $0.01.


                  (g) Other Reductions in Exercise Price. The Company from time
to time may reduce the Exercise Price by any amount for any period of time if
the period is at least 20 days, the reduction is irrevocable during the period,
subject to any conditions that the Board of Directors may deem relevant, and the
Board of Directors of the Company :shall have made a determination that such
reduction would be in the best interest of the Company, which determination
shall be conclusive. Whenever the Exercise Price is reduced pursuant to the
preceding sentence, the Company shall mail to the Warrantholder a notice of the
reduction at least fifteen days prior to the date the reduced Exercise Price
takes effect, and such notice shall state the reduced Exercise Price and the
period it will be in effect. If the Company shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend or
other distribution, and shall thereafter and before the distribution to
shareholders thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the number of shares of Common
Stock issuable upon exercise granted by this Section 9.1 or in the Exercise
Price then in effect shall be required by reason of the taking of such record.


                  (i) Exercise Between Record and Payment Date. Anything in this
Section 9.1 to the contrary notwithstanding, in the event that a record date is
established for a dividend or distribution that gives rise to an adjustment to
the Exercise Price pursuant to this Section 9.1, if any warrant is exercised to
purchase shares of Common Stock between such record date and the date such
dividend or distribution is paid then (x) the number of shares of Common Stock
issued at the time of such exercise will be determined by reference to the
Exercise Price as in effect without taking into account the adjustment resulting
from such dividend or distribution and (y) on the date that such dividend or
distribution is actually paid there shall be issued in respect



                                       14



<PAGE>   15



of such exercise such number of additional shares of Common Stock as is
necessary to reflect the Exercise Price in effect after taking into account the
adjustment resulting from the dividend or distribution.


                  (j) Certificate. Whenever an adjustment in the Exercise Price
is made as required or permitted by the provisions of this Section 9.1, the
Company shall promptly file a certificate of its chief financial officer setting
forth (A) the adjusted Exercise Price as provided in this Section 9.1 and a
brief statement of the facts requiring such adjustment and the computation
thereof and (B) the number of shares of Common Stock (or portions thereof)
purchasable upon exercise of a Warrant after such adjustment in the Exercise
Price in accordance with Section 9.2 hereof and the record date therefor, and
promptly after such filing shall mail or cause to be mailed a notice of such
adjustment to each Warrantholder at his or her last address as the same appears
on the Warrant Register. Such certificate, in the absence of manifest error,
shall be conclusive and final evidence of the correctness of such adjustment.
The Company shall be entitled to rely upon such certificate, and shall be under
no duty or responsibility with respect to any such certificate except to exhibit
the same to any Warrantholder desiring inspection thereof.


                  (k) Notice.  In case:


                  (i) the Company shall declare any dividend or any distribution
of any kind or character (whether in cash, securities or other property) on or
in respect of shares of Common Stock or to the shareholders of the Company (in
their capacity as such), excluding a dividend payable in shares of Common Stock
or any regular periodic cash dividend paid out of current or retained earnings
(as such terms are used in generally accepted accounting principles); or


                  (ii) the Company shall authorize the granting to the holders
of shares of Common Stock of rights to subscribe for or purchase any shares of
capital stock or of any other right; or


                  (iii) of any reclassification of shares of Common Stock (other
than a subdivision or combination of outstanding shares of Common Stock or a
change in par value, or from par value to no par value, or from no par value to
par value), or of any consolidation or merger to which the Company is a party
and for which approval of any shareholders of the company is required, or of the
sale or transfer of all or substantially all of the assets of the Company; or


                  (iv) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company; then the Company shall cause to be mailed to the
Warrantholder, at their last addresses as they shall appear upon the Warrant
Register, at least 10 days prior to the applicable record date hereinafter
specified, a notice restating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or, if a record is not to
be taken, the date as of which the holders of shares of Common Stock of record
to be entitled to such dividend, distribution or rights are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up is expected to become
effective, and, if applicable, the date as of which it is expected that holders
of shares of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities or other property (including cash) deliverable
upon such reclassification, consolidation, merger,




                                       15



<PAGE>   16



sale, transfer, dissolution, liquidation or winding up. Failure to give any such
notice, or any defect therein, shall not affect the validity of the proceedings
referred to in clauses (i), (ii), (iii) and (iv) above.


                  (m) Section 305. Anything in this Section 9.1 to the contrary
notwithstanding, the Company shall be entitled, but not required, to make such
reductions in the Exercise Price, in addition to those required by this Section
9.1, as it in its discretion shall determine to be advisable, including, without
limitation, in order that any dividend in or distribution of shares of Common
Stock or shares of capital stock of any class other than Common Stock,
subdivision, reclassification or combination of shares of Common Stock, issuance
of rights or warrants, or any other transaction having a similar effect, shall
not be treated as a distribution of property by the Company to its shareholders
under Section 305 of the Internal Revenue Code of 1986, as amended, or any
successor provision and shall not be taxable to them.


         9.2  Adjustments to Number of Warrant Shares.


         Upon each adjustment of the Exercise Price pursuant to Section 9.1
hereof, the number of Warrant Shares purchasable upon exercise of a Warrant
outstanding prior to the effectiveness of such adjustment shall be adjusted to
the number, calculated to the nearest one-hundredth of a share, obtained by (x)
multiplying the number of Warrant Shares purchasable immediately prior to such
adjustment upon the exercise of a Warrant by the Exercise Price in effect prior
to such adjustment and (y) dividing the product so obtained by the Exercise
Price in effect after such adjustment of the Exercise Price.


         9.3  Organic Change.


                  (a) Company Survives. Upon the consummation of an Organic
Change (other than a transaction in which the Company is the surviving entity),
lawful provision shall be made as part of the terms of such transaction whereby
the terms of the Warrant Certificates shall be modified, without payment of any
additional consideration therefor, so as to provide that upon exercise of
Warrants following the consummation of such organic change, the Warrantholder
shall have the right to purchase for the Exercise Price the kind and amount of
securities, cash and other property receivable upon such Organic Change by a
holder of the number of Warrant Shares into which such Warrants might have been
exercised immediately prior to such Organic Change. Lawful provision also fall
be made as part of the terms of the Organic Change so that other terms of the
Warrant certificates shall remain in full force and effect following such an
Organic Change. The provisions of this Section 9.3(a) shall similarly apply to
successive Organic Changes.


                  (b) Company Does Not Survive. The Company shall not enter into
an Organic Change that is a transaction in which the Company is not the
surviving entity unless lawful provision shall e made as part of the terms of
such transaction whereby the surviving entity shall issue new securities to each
Warrantholder, without payment of any additional consideration therefor, with
terms that provide that upon the exercise of the Warrants, the Warrantholder
shall have the right to purchase the ;kind and amount of securities, cash and
other property receivable upon such Organic Change by a holder of the number of
Warrant Shares into which such warrants might have been exercised immediately
prior to such Organic Change.



                                       16



<PAGE>   17



         9.4 Statement on Warrants. The form of Warrant Certificate need not be
changed because of any adjustment made pursuant to Section 8, Section 9.1 or
Section 9.2 hereof, and Warrants issued after such adjustment may state the same
Exercise Price and the same number of warrant Shares as are stated in this
Warrant Certificate.


         Section 10.  Fractional Interests.


         The Company shall not be required to issue Fractional Warrant Shares on
the exercise of the warrants evidenced by this Warrant Certificate. If
Fractional Warrant Shares totaling more than one Warrant Share in the aggregate
is presented for exercise at the same time by the Warrantholder, the number of
full Warrant Shares which shall be issuable upon exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares so purchasable
upon the exercise of the Warrants so presented. If any Fractional Warrant Share
would but for the provisions of this Section 10 be issuable on the exercise of
this Warrant (or specified portions thereof), the Company shall pay an amount in
ash equal to the fraction of a Warrant Share represented by such fractional
Warrant Share multiplied by the Market Price on the day of such exercise.


         Section 11.  No Rights as Shareholder.


         Nothing in this Warrant Certificate shall be construed as conferring
upon the Warrantholder or its transferees any rights as a shareholder of the
Company, including the right t vote, receive dividends, consent or receive
notices as a shareholder with respect to any meeting of shareholders for the
election of directors of the Company or any other matter.


         Section 12.  Cooperation; Validity of Warrant.


         The Company shall use its reasonable best efforts to obtain all such
authorizations, exemptions or consents from any Governmental Entity having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant. In addition, upon the request of Warrantholder,
the Company will at any time during the period this Warrant is outstanding
acknowledge in writing, in form satisfactory to the Warrantholder, the
continuing validity of this Warrant and the obligations of the Company
hereunder.


         Section 13.  Listing Nasdaq or Securities Exchange.


         The Company shall use its reasonable best efforts to list any shares of
Common Stock issuable upon exercise of the Warrants evidenced by this Warrant
Certificate on Nasdaq or on such other national securities exchange on which
shares of Common Stock are then listed. The Company will at its expense cause
all shares of Common Stock issued upon the exercise of the Warrants evidenced by
this Warrant Certificate to be listed at the time of such issuance on Nasdaq
and/or such other securities exchange shares of Common Stock are then listed on
and shall maintain such listing.



                                       17



<PAGE>   18



         Section 14.  Covenant Regarding Consent.


         The Company hereby covenants to use its reasonable best efforts upon
the request of the Warrantholder to seek any waivers or consents, or to take any
other action required, to effectuate the exercise of this Warrant by such
Warrantholder.


         Section 15.  Limitation on Liability.


         No provision hereof, in the absence of action by the Warrantholder to
receive shares of Common Stock, and no enumeration herein of the rights or
privileges of the Warrantholder, shall give rise to any liability of the
Warrantholder for any value subsequently assigned to the common stock or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.


         Section 16.  Nonwaiver and Expenses.


         No course of dealing or any delay or failure to exercise any right
hereunder on the part of the Warrantholder or the Company shall operate as a
waiver of such right or otherwise prejudice the Warrantholder's, or the
Company's, as the case may be, rights, powers or remedies.


         Section 17.  Amendment.


         This Warrant and all other Warrants issued hereunder may be modified or
amended or the provisions hereof waived with the written consent of the Company
and holders of Warrants exercisable for in excess of 50% of the aggregate number
of shares of Common Stock then receivable upon exercise of all Warrants whether
or not then exercisable; provided that no such Warrant may be modified or
amended in a manner which is materially adverse to the Initial Holder or any of
its successors or assigns, so long as such Person holds any Warrants or Warrant
Shares, without the prior written consent of such Person.


         Section 18.  Successors.


         All the covenants and provisions of this Warrant Certificate by or for
the benefit of the Company or the Warrantholder shall bind and inure to the
benefit of their respective successors and permitted assigns hereunder.


         Section 19.  Governing Law; Choice of Forum; Etc.


         The validity, construction and performance of this Warrant Certificate
shall be governed by and interpreted in accordance with, the laws of New York.
The parties hereto agree the appropriate forum for any disputes arising out of
this Warrant Certificate solely between or among any or all of the Company, on
the one hand, and the Initial Holder and/or any Person who has become a
Warrantholder, on the other, shall be any state or U.S. federal court sitting
within the County of New York, New York or County of Hennepin, Minnesota, and
the parties hereto irrevocably consent to the jurisdiction of such courts, and
agree to comply with all requirements necessary to give such courts
jurisdiction. The parties hereto further agree that the parties will not bring
suit with respect to any disputes, except as expressly set forth below, arising
out of this Warrant Certificate for the execution or enforcement of judgment, in
any jurisdiction other than



                                       18



<PAGE>   19


the above specified courts. Each of the parties hereto irrevocably consents to
the service of process in any action or proceeding hereunder by the mailing of
copies thereof by registered or certified airmail, postage prepaid, if to (i)
the Company, ValueVision International, Inc., 6740 Shady Oak Road, Eden Prairie,
MN 55344-3433, Attention: General Counsel, Fax: (612) 943-6111, or at such other
address specified by the Company in writing to the other parties, with a copy to
Faegre & Benson L.L.P., 90 South Seventh Street, Minneapolis, MN 55402, Attn:
Andrew Humphrey, Fax (612) 766-1600 and (ii) any Warrantholder, at the address
of such Warrantholder specified in the Warrant Register. The foregoing shall not
limit the rights of any party hereto to serve process in another manner
permitted by the law or to obtain execution of judgment in any other
jurisdiction. The parties further agree, to the extent permitted by law, that
final and unappeasable judgment against any of them in any action or proceeding
contemplated above shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a
certified or exemplified copy of which shall be conclusive evidence of the fact
and the amount of indebtedness. The parties agree to waive any and all rights
that they may have to a jury trial with respect to disputes arising out of this
Agreement.


         Section 20.  Enforcement.


         The parties agree that irreparable damage would occur in the event that
any of the provisions of this Warrant were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Warrant and to enforce specifically the terms and provisions of
this Warrant.


         Section 21.  Benefits of this Agreement.


         Nothing in this Warrant Certificate shall be construed to give to any
Person other than the Company and the Warrantholder any legal or equitable
right, remedy or claim under this Warrant Certificate, and this Warrant
Certificate shall be the sole and exclusive benefit of the Company and the
Warrantholder.


         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of this 20th day of March, 2001.


                                       VALUEVISION INTERNATIONAL, INC.


                                       By:  /s/ NATHAN E. FAGRE
                                           -------------------------------------
                                           Name:  Nathan E. Fagre
                                           Title: Senior Vice President,
                                                  General Counsel and Secretary



                                       19


<PAGE>   20






                              ELECTION TO EXERCISE
                   (To be executed upon exercise of Warrants)



To ValueVision International, Inc.:


         The undersigned hereby irrevocably elects to exercise the right
represented by the within Warrant Certificate for, and to acquire thereunder,
___ Warrant Shares, as provided for therein, and tenders herewith [payment of]
[pursuant to a recapitalization exchange, of securities with a value equal to]
the $___________ Exercise Price in full in the form of [COMPLETE WHERE
APPLICABLE]:


         [   ]   cash or a certified or official bank check in the amount of
                 $____________; and/or


         [   ]   exchange of ___ Warrants for ___ Warrant Shares
                 (such Warrant Shares have an aggregate value equal to
                 the excess of (x) the aggregate value of the ___
                 Warrant Shares to which the Warrants hereby exercised
                 relate (based on the determination of the market
                 Price pursuant to the Warrant Certificate) over (y)
                 the aggregate Exercise Price of the ___ Warrants
                 exercised hereby);


         For a total Exercise Price of $______________.


         If the value of the shares of the Company securities exchanged herewith
exceeds the value of the Exercise Price applied to such delivery, then the
Company shall reissue certificates representing such securities in the amounts
necessary to preserve the value of such securities not applied to the exercise
of the Warrants pursuant to this Election to Exercise.



                                       20


<PAGE>   21



Please issue a certificate or certificates for such Warrant Shares in the name
of, and pay any cash for any Fractional Warrant Shares to (please print name,
address and social security identifying number):*


Name:      _____________________________________________________________________


Address:   _____________________________________________________________________

           _____________________________________________________________________

Social Security #:    _________________________________


AND, if such number of Warrant Shares shall not be all the shares purchasable
under the within Warrant Certificate, a new Warrant Certificate is to be issued
in the name of the undersigned for the balance remaining of the Warrant Shares
purchasable thereunder rounded up to the next higher whole number of Warrant
Shares.



                                  Signature:**



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




----------
*    The Warrant Certificate contains restrictions on the sale and other
     transfer of the Warrants evidenced by such Warrant Certificate.

**   The above signature must correspond exactly with the name on the face of
     this Warrant Certificate or with the name of the assignee appearing in the
     assignment form below.





                                       21
<PAGE>   22


                                 ASSIGNMENT FORM


                 (To be signed only upon assignment of Warrant)



         FOR VALUE RECEIVED, the undersigned hereby sells, signs and transfers
unto
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Name and Address of Assignee must be Printed or Typewritten) Warrants to
purchase ___ Warrant Shares of the Company, evidenced by the within warrant
certificate hereby irrevocably constituting and appointing __________________
Attorney to transfer said warrants on the books of the Company, with full power
of substitution in the premises.


Dated:
       ----------------, -----


                                       ----------------------------------
                                       Signature of Registered Holder*


Signature Guaranteed:
                                       ----------------------------------
                                       Signature of Guarantor









--------
* The above signature must correspond exactly with the name on the face of this
  Warrant Certificate.


                                       22