<PAGE>   1


                                                                     EXHIBIT 4.1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE
SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE.
SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE
STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 25, 1999, BETWEEN THE GOOD GUYS,
INC. AND CITRON HALIGMAN BEDECARRE, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE GOOD GUYS, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE
HOLDER HEREOF UPON WRITTEN REQUEST. THE HOLDER OF THIS CERTIFICATE AGREES TO BE
BOUND BY THE TERMS AND CONDITIONS OF SUCH STOCK PURCHASE AGREEMENT.

                               WARRANT CERTIFICATE


                  To Purchase 40,400 Shares of Common Stock of:

                               THE GOOD GUYS, INC.

      THIS IS TO CERTIFY THAT Citron Haligman Bedecarre (the "HOLDER") or
Holder's registered assigns, is entitled to purchase from THE GOOD GUYS, INC., a
Delaware corporation (the "COMPANY"), up to forty thousand four hundred (40,400)
shares of the Company's common stock, par value $.001 per share (the "COMMON
STOCK"), on the terms and conditions hereinafter set forth.

1.    Grant of Warrant

      1.1 Grant. The Company hereby grants the Holder Warrants to purchase
            forty thousand four hundred (40,400) shares of Common Stock at a
            purchase price of $6.1875 per share (as adjusted from time to time
            pursuant to Section 2 hereof, the "WARRANT PRICE"), exercisable in
            whole or in part at any time and from time to time during the three
            year period beginning on the date hereof (the "ISSUE Date").

      1.2 Shares To Be Issued: Reservation of Shares. The Company covenants
            and agrees that (a) all Warrant Shares, upon issuance in accordance
            with the terms hereof, and the payment of the purchase price
            therefor, will be duly authorized, validly issued and outstanding,
            fully paid, nonassessable and non-forfeitable, and free from all
            taxes, liens and charges with respect to the issuance thereof other
            than those created by or arising through Holder, and all such
            Warrant Shares shall be sold to the Holder pursuant to an exemption
            from registration under the Securities Act of 1933, and in


                                      -1-
<PAGE>   2

            accordance with any applicable blue sky laws, (b) the Company will
            from time to time take all actions necessary to assure that the par
            value per share of the Common Stock is at all times equal to or less
            than the applicable Warrant Price, and (c) the Company will at all
            times during the exercise period have authorized and reserved
            sufficient shares of Common Stock to provide for the exercise of the
            Warrants in full.

2.    Adjustments to Warrant Rights.


      The number of Warrant Shares for which Warrants are exercisable, and the
Warrant Price of such shares shall be subject to adjustment from time to time as
set forth in this Section 2. The Company shall give Holder notice of any event
described below which requires an adjustment pursuant to this Section 2 within a
reasonable period of time, but in no event greater than 30 days.

      2.1 Stock Dividends, Subdivisions and Combinations. If at any time the
            Company shall:

            2.1.1 take a record of the holders of its Common Stock for the
                  purpose of entitling them to receive a dividend payable in, or
                  other distribution of, additional shares of Common Stock,

      subdivide its outstanding shares of Common Stock into a larger number of
           shares of Common Stock, or

      combine its outstanding shares of Common Stock into a smaller number of
           shares of Common Stock,

then (i) the number of Warrant Shares for which a Warrant is exercisable
immediately prior to the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which a Warrant is exercisable immediately prior to
the occurrence of such event would own or be entitled to receive after the
happening of such event and (ii) the Warrant Price immediately prior to the
occurrence of such event shall be adjusted to equal the product of the Warrant
Price multiplied by a fraction, the numerator of which shall be the number of
Warrant Shares for which a Warrant is exercisable immediately prior to the
adjustment and the denominator of which shall be the number of Warrant Shares
for which a Warrant is exercisable immediately after such adjustment.

      2.2 Other Dividends and Distributions. If the Company shall make or fix
            a record date for the holders of Common Stock entitled to receive a
            dividend or other distribution payable in securities of the Company
            other than shares of Common Stock, then lawful and adequate
            provision shall be made so that Holder shall be entitled to receive
            upon exercise of the Warrants, for the aggregate Warrant Price in
            effect prior thereto, in addition to the number of Warrant Shares
            immediately theretofore issuable


                                      -2-
<PAGE>   3

            upon exercise of the Warrants, the kind and number of securities of
            the Company which Holder would have owned and been entitled to
            receive had the Warrants been exercised immediately prior to that
            date (pro rated in the case of any partial exercise).

      2.3 Reclassification, Exchange and Substitution. If the Common Stock is
            changed into the same or a different number of shares of any class
            or classes of stock, whether by reclassification, exchange,
            substitution or otherwise (other than a subdivision or combination
            of shares, stock dividend or a reorganization, recapitalization,
            merger, consolidation or sale of assets, each as provided for
            elsewhere in this Section 2) then the Holder of the Warrants shall
            be entitled to receive upon exercise of the Warrants, in lieu of the
            Warrant Shares immediately theretofore issuable upon exercise of the
            Warrants, for the aggregate Warrant Price in effect prior thereto,
            the kind and amount of stock and other securities and property
            receivable upon such reclassification, exchange, substitution or
            other change, which Holder would have been entitled to receive had
            the Warrants been exercised immediately prior to such
            reclassification, exchange, substitution or change (pro rated in the
            case of any partial exercise).

      2.4 Reorganizations, Mergers, Consolidations or Sales of Assets. If any
            of the following transactions (each, a "SPECIAL TRANSACTION") shall
            become effective: (a) a capital reorganization or recapitalization
            (other than a dividend or other distribution, subdivision,
            combination, reclassification, substitution or exchange of shares
            provided for elsewhere in this Section 2), (b) a consolidation or
            merger of the Company with and into another entity (where the
            Company is not the surviving corporation or where there is a change
            in, or distribution with respect to, the Common Stock), or (c) a
            sale or conveyance of all or substantially all of the Company's
            assets, then, as a condition of the Special Transaction, lawful and
            adequate provision shall be made so that Holder shall thereafter
            have the right to purchase and receive upon exercise of the
            Warrants, in lieu of the Warrant Shares immediately theretofore
            issuable upon exercise of the Warrants, for the aggregate Warrant
            Price in effect immediately prior to such consummation, such shares
            of stock, other securities, cash or other assets ("OTHER PROPERTY")
            as may be issued or paid pursuant to the terms of such Special
            Transaction to the holders of shares of Common Stock for which such
            Warrants could have been exercised immediately prior to such Special
            Transaction (pro rated in the case of any partial exercise). In
            connection with any Special Transaction, appropriate provision shall
            be made with respect to the rights and interests of Holder to the
            end that the provisions of the Warrants (including without
            limitation provisions for adjustment of the Warrant Price and the
            number of Warrant Shares issuable upon the exercise of the
            Warrants), shall thereafter be applicable,


                                      -3-
<PAGE>   4

            as nearly as may be practicable, to any Other Property thereafter
            deliverable upon the exercise of the Warrants. The Company shall not
            effect any Special Transaction unless prior to, or simultaneously
            with, the closing, the successor entity (if other than the Company),
            if any, resulting from such consolidation or merger or the entity
            acquiring such assets shall assume by a written instrument executed
            and mailed by certified mail or delivered to Holder at the address
            of Holder appearing on the books of the Company, the obligation of
            the Company or such successor corporation to deliver to Holder such
            Other Property, as in accordance with the foregoing provisions,
            which Holder shall have the right to purchase.

      2.5 Liquidation. If the Company shall, at any time, prior to the
            expiration of the Warrants, dissolve, liquidate or wind up its
            affairs, Holder shall have the right, but not the obligation, to
            exercise the Warrants. Upon such exercise, Holder shall have the
            right to receive, in lieu of the shares of Common Stock that Holder
            otherwise would have been entitled to receive upon such exercise,
            the same kind and amount of assets as would have been issued,
            distributed or paid to Holder upon any such dissolution, liquidation
            or winding up with respect to such shares of Common Stock had Holder
            been the holder of record of such shares of Common Stock receivable
            upon exercise of the Warrants on the date for determining those
            entitled to receive any such distribution. If any such dissolution,
            liquidation or winding up results in any cash distribution in excess
            of the Warrant Price, Holder may, at Holder's option, exercise the
            Warrants without making payment of the applicable Warrant Price and,
            in such case, the Company shall, upon distribution to Holder,
            consider the applicable Warrant Price per Warrant Share to have been
            paid in full, and in making settlement to Holder shall deduct an
            amount equal to the applicable Warrant Price from the amount payable
            to Holder.

      2.6 Notice. Whenever the Warrants or the number of Warrant Shares
            issuable hereunder is to be adjusted as provided herein or a
            dividend or distribution (in cash, stock or otherwise and including,
            without limitation, any distributions under Section 2.5) is to be
            declared by the Company, or a definitive agreement with respect to a
            Special Transaction has been entered into, the Company shall
            forthwith cause to be sent to the Holder at the last address of the
            Holder shown on the books of the Company, by first-class mail,
            postage prepaid, at least 5 business days prior to the record date
            specified in Section 2.6.1(a) below or at least 10 business days
            before the date specified in Section 2.6.2 and Section 2.6.1(b)
            below, a notice stating in reasonable detail the relevant facts and
            any resulting adjustments and the calculation thereof, if
            applicable, and stating (if applicable):

            2.6.1 the date to be used to determine (a) which holders of Common
                  Stock will be entitled to receive notice of such dividend,
                  distribution, subdivision or combination (the "RECORD DATE"),
                  and



                                      -4-
<PAGE>   5

                  (b) the date as of which such dividend, distribution,
                  subdivision or combination shall be made; or, if a record is
                  not to be taken, the date as of which the holders of Common
                  Stock of record to be entitled to such dividend, distribution,
                  subdivision or combination are to be determined (provided,
                  that in the event the Company institutes a policy of declaring
                  cash dividends on a periodic basis, the Company need only
                  provide the relevant information called for in this Section
                  2.6.1 with respect to the first cash dividend payment to be
                  made pursuant to such policy and thereafter provide only
                  notice of any changes in the amount or the frequency of any
                  subsequent dividend payments), or

            2.6.2 the date on which a Special Transaction is expected to become
                  effective, and the date as of which it is expected that
                  holders of Common Stock of record shall be entitled to
                  exchange their shares of Common Stock for securities or other
                  property deliverable upon consummation of the Special
                  Transaction (the "EXCHANGE DATE").

      2.7  Fractional Interests. The Company shall not be required to issue
            fractions of shares of Common Stock upon the exercise of a Warrant.
            If any fraction of a share of Common Stock would be issuable upon
            the exercise of a Warrant, the Company shall, upon such issuance,
            purchase such fraction for an amount in cash equal to the current
            value of such fraction, computed on the basis of the Current Market
            Price on the last business day prior to the date of exercise.

      2.8  Effect of Alternative Securities. If at any time, as a result of an
            adjustment made pursuant to this Section 2, Holder shall become
            entitled to receive any securities of the Company other than shares
            of Common Stock, then the number of such other securities receivable
            upon exercise of the Warrants shall be subject to adjustment from
            time to time on terms as nearly equivalent as practicable to the
            provisions with respect to shares of Common Stock contained in this
            Section 2.

      2.9  Successive Application. The provisions of this Section 2 shall
            similarly apply from time to time to successive events covered by
            this Section 2.

      2.10 When Adjustments Are To Be Made. The adjustments required by this
            Section 2 shall be made whenever and as often as any specified event
            requiring an adjustment shall occur, except that any adjustment to
            the number of shares for which the Warrants are exercisable that
            would otherwise be required may be postponed (except in the case of
            a subdivision or combination of shares of the Common Stock, as
            provided for in Section 2.1) up to, but not beyond, the date and
            time of exercise of any Warrants if such adjustment, when taken in
            the aggregate with all other adjustments not previously made, adds
            or subtracts less than 1% to


                                      -5-
<PAGE>   6

            the number of shares of Common Stock for which the Warrants
            initially issued pursuant to this Agreement are exercisable
            immediately prior to the making of such adjustment. Any adjustment
            representing a change of less than such minimum amount (except as
            aforesaid) which is postponed shall be carried forward and made as
            soon as such adjustment, together with all other adjustments
            required by this Section 2 and not previously made, would result, in
            the aggregate, in a minimum adjustment or on the date of exercise.
            For the purpose of any adjustment, any specified event shall be
            deemed to have occurred at the close of business on the date of its
            occurrence.

      2.11 When Adjustment Not Required. 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 distribution or subscription or purchase
            rights and shall, thereafter and before the distribution to
            stockholders thereof, legally abandon its plan to pay or deliver
            such dividend, distribution, subscription or purchase rights, then
            thereafter no adjustment shall be required by reason of the making
            of such record and any such adjustment previously made in respect
            thereof shall be rescinded and annulled.

      2.12 Superseding Adjustment. If, at any time after any adjustment of the
            Warrant Price shall have been made pursuant to this Section 2 as the
            result of any issuance of warrants, options, rights or convertible
            or exchangeable securities, and such warrants, options or rights, or
            the right of conversion or exchange in such other convertible or
            exchangeable securities, shall expire, and all or a portion of such
            warrants, options or rights, or the right of conversion or exchange
            with respect to all or a portion of such other convertible or
            exchangeable securities, as the case may be, shall not have been
            exercised, then such previous adjustment shall be rescinded and
            annulled and, if applicable, the Warrant Price shall be recalculated
            as if all such expired and unexercised warrants, or options, rights,
            or convertible or exchangeable securities had never been issued,
            provided that, if such expiration would result in an increase in the
            Warrant Price then in effect, such increase shall not be effective
            until 30 days after written notice thereof has been given to all
            Holders.

3.    Exercise

      3.1  Exercise of Warrant.

            3.1.1 Holder may exercise a Warrant by surrendering this Warrant
                  Certificate, with the form of exercise notice attached hereto
                  as Exhibit A duly executed by Holder, and making payment to
                  the Company of the aggregate Warrant Price for the applicable
                  Warrant Shares in cash, by certified check, bank check or wire
                  transfer to an account designated by the Company. Upon any


                                      -6-
<PAGE>   7

                  partial exercise of the Warrants, the Company, at its expense,
                  shall promptly issue to Holder for its surrendered Warrant
                  Certificate a replacement Warrant Certificate identical in all
                  respects to this Warrant Certificate, except that the number
                  of Warrant Shares shall be reduced accordingly.

            3.1.2 Each person in whose name any Warrant Share certificate is
                  issued upon exercise of any Warrants shall for all purposes be
                  deemed to have become the holder of record of the Warrant
                  Shares for which such Warrant was exercised, and such Warrant
                  Share certificate shall be dated the date upon which the
                  Warrant exercise notice was duly surrendered and payment of
                  the purchase price was tendered to the Company.

            3.1.3 Notwithstanding any other provision hereof, if an exercise of
                  any portion of any Warrant is to be made in connection with
                  any Special Transaction, the exercise of such portion may, at
                  the election of the holder of such portion, be conditioned
                  upon the consummation of such Special Transaction, in which
                  case such exercise shall not be deemed to be effective until
                  the consummation of such transaction.

      3.2  Issuance of Warrant Shares. The Warrant Shares purchased shall be
            issued to the holder exercising the Warrants as of the close of
            business on the date on which all actions and payments required to
            be taken or made by Holder, pursuant to Section 3.1, shall have been
            so taken or made. Certificates for the Warrant Shares so purchased
            shall be delivered to Holder within 10 days after the Warrants are
            surrendered.

4.    Rights of Holder

      4.1  Rights Prior to Exercise. Holder shall not, solely by virtue of the
            Warrants and prior to the issuance of the Warrant Shares upon the
            exercise thereof, be entitled to any rights of a shareholder in the
            Company, including without limitation the right to receive cash
            dividends payable to the Company's shareholders. No provision
            hereof, in the absence of affirmative action by Holder to purchase,
            and no enumeration herein of the rights or privileges of the Holder
            shall give rise to any liability for the Warrant Price of the Common
            Stock acquirable by exercise hereof or as a shareholder of the
            Company.

      4.2  Issuance of Warrant Shares. The Company shall not by any action
            including, without limitation, amending its certificate of
            incorporation or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or
            any other voluntary action, avoid or seek to avoid the observance or
            performance of any of the terms of the Warrants, but


                                      -7-
<PAGE>   8

            will at all times in good faith assist in the carrying out of all
            such terms and in the taking of all such actions as may be necessary
            or appropriate to protect the rights of Holder against impairment,
            including assisting Holder in making any governmental filings
            necessary prior to or in connection with any exercise of the
            Warrants. Without limiting the generality of the foregoing, the
            Company will (a) take all such action as may be necessary or
            appropriate in order that the Company may validly and legally issue
            fully paid and nonassessable shares of Common Stock upon the
            exercise of the Warrants and (b) use its best efforts to obtain all
            such authorizations, exemptions or consents from any public
            regulatory body having jurisdiction thereof as may be necessary to
            enable the Company to perform its obligations with respect to the
            Warrants.

      Upon the request of Holder, the Company will at any time during the period
this Warrant is outstanding acknowledge in writing, in form satisfactory to
Holder, the continuing validity of the Warrants and the obligations of the
Company hereunder.

      4.3  Closing of Books. Unless the Company is closing its books with
            respect to all shares of Common Stock, the Company shall not close
            its books against the transfer of any Warrant or Warrant Share
            issued or issuable upon exercise of the Warrants.

5.    Transferability

      Subject to the requirements of the Securities Act or any applicable state
securities laws, Holder may sell, assign, transfer or otherwise dispose of all
or any portion of the Warrants or the Warrant Shares acquired upon any exercise
hereof at any time and from time to time. Upon the sale, assignment, transfer or
other disposition of all or any portion of the Warrants, Holder shall deliver to
the Company a written notice of such in the form attached hereto as Exhibit B,
duly executed by Holder, which includes the identity and address of any
purchaser, assignor or transferee.

6.    Legend On Warrant Shares

      Certificates evidencing the Warrant Shares shall bear the following legend
until such time as the terms of the Stock Purchase Agreement have expired:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED,
UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY
APPLICABLE SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS
AVAILABLE. SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES
SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF



                                      -8-
<PAGE>   9

AUGUST 25, 1999, BETWEEN THE GOOD GUYS, INC. AND CITRON HALIGMAN BEDECARRE, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE GOOD GUYS, INC. AND WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE HOLDER
OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH STOCK
PURCHASE AGREEMENT."

7.    Piggy-back and Demand Registration

      7.1   Piggy-back Registration.

                  (a)   Right to Include Registrable Securities. If the Company
                        at any time, after the elapse of six months from the
                        Issue Date intends to register any of its debt or equity
                        securities, or any instrument convertible into or
                        exchangeable for its debt or equity securities
                        ("SECURITIES"), of the type and the class of Securities
                        issuable, from time to time, upon exercise of this
                        Warrant, under the Securities Act of 1933, (the
                        "SECURITIES ACT") (other than by a registration on Form
                        S-8 or S-4 or any successor or similar form), whether or
                        not for sale for its own account, it will each such time
                        give prompt written notice to Holder of its intention to
                        do so and of Holder's rights under this Section 7.1. If
                        the Holder so elects, the Company will use its best
                        efforts to effect the registration under the Securities
                        Act of all Securities which the Company has been so
                        requested to register by the Holder. The Company will
                        pay all Registration Expenses in connection with each
                        registration of Securities requested pursuant to this
                        Section 7.1.

                  (b)   Priority. Holder's right to include Registrable
                        Securities in such offering shall be subject to usual
                        and customary cut-back restrictions.

                  (c)   Number of Incidental Registrations. Holder shall be
                        entitled to have Holder's Securities included in an
                        unlimited number of registrations pursuant to this
                        Section 7.1.

7.2   Demand Registration.

                  (a)   Request. At any time following the elapse of six months
                        from the Issue Date and upon the written request of
                        Holder requesting that the Company effect the
                        registration under the Securities Act of all or part of
                        Holder's Securities and


                                      -9-
<PAGE>   10

                        specifying the intended method of disposition thereof,
                        the Company will, subject to the terms of this
                        Agreement, effect the registration under the Securities
                        Act of Securities which the Company has been so
                        requested to register by Holder for disposition in
                        accordance with the intended method of disposition
                        stated in such request, all to the extent requisite to
                        permit the disposition of the Securities, so to be
                        registered. Usual and customary deferral provisions, not
                        to exceed one hundred eighty (180) days, shall apply.

                  (b)   Registration Statement Form. Registrations under this
                        Section 7.2 shall be on such appropriate registration
                        form of the Securities and Exchange Commission (the
                        "COMMISSION") (i) as shall be selected by the Company
                        and reasonably acceptable to Holder and (ii) as shall
                        permit the disposition of such Securities in accordance
                        with the intended method or methods of disposition
                        specified in its request for such registration.

                  (c)   Expenses. The Company will pay all Registration Expenses
                        in connection with any registration required pursuant to
                        this Section 7.2.

                  (d)   Effective Registration Statement. A registration
                        statement pursuant to this Section 7.2 shall not be
                        deemed to have been effected (i) unless a registration
                        statement with respect thereto has become effective,
                        (ii) if, after it has become effective, such
                        registration becomes subject to any stop order,
                        injunction or other order or requirement of the
                        Commission or court for any reason which is not lifted,
                        or (iii) the conditions to closing specified in the
                        purchase agreement or underwriting agreement, if any,
                        entered into in connection with such registration are
                        not satisfied, other than by reason of some act or
                        omission by Holder.

                  (e)   Number of Requested Registrations. The Company shall be
                        obligated to effect only one demand registration,
                        regardless of the number of owners of the Warrants or
                        any Securities issued pursuant to exercise of such
                        Warrants.

      7.3  Limitation on Registration. Notwithstanding the foregoing, the
            Company need not include the Holder's Securities in any registration
            statement provided for in this Section 7 if all of the Securities
            the Holder intends to sell can then be sold pursuant to the
            provisions of Rule 144 under the Securities Act.

                                      -10-
<PAGE>   11

      7.4  Securities Covered. The Securities of the Holder covered by this
            Section 7 shall include the Securities issued to the Holder pursuant
            to the Stock Purchase Agreement between the Company and the Holder,
            dated as of August 25, 1999.

8.    Miscellaneous

      8.1  Notices. All notices, requests, demands, claims, and other
            communications hereunder shall be in writing and shall be delivered
            by certified or registered mail (first class, postage prepaid), or
            guaranteed overnight delivery, to the Company at the address at
            which its principal business office is located from time to time,
            and Holder at the address of which it advises the Company in
            writing.

      8.2  Payment of Taxes. The Company shall pay all expenses in connection
            with, and all taxes and other governmental charges that may be
            imposed with respect to, the issuance or delivery of Warrant Shares,
            unless such tax or charge is imposed by law upon Holder, in which
            case such taxes or charges shall be paid by Holder. The Company
            shall not be required, however, to pay any tax or other charge
            imposed in connection with any transfer involved in the issue of any
            certificate for Warrant Shares in any name other than that of
            Holder, and in such case the Company shall not be required to issue
            or deliver any stock certificate until such tax or other charge has
            been paid or it has been established to the satisfaction of the
            Company that no such tax or other charge is due.

      8.3  Amendment; Waiver. This Warrant Certificate may not be modified,
            amended, supplemented, canceled or discharged, except by written
            instrument executed by the Company and Holder. No failure to
            exercise, and no delay in exercising, any right, power or privilege
            under this Warrant Certificate shall operate as a waiver, nor shall
            any single or partial exercise of any right, power or privilege
            hereunder preclude the exercise of any other right, power or
            privilege. No waiver of any breach of any provision shall be deemed
            to be a waiver of any preceding or succeeding breach of the same or
            any other provision, nor shall any waiver be implied from any course
            of dealing between the Company and Holder. No extension of time for
            performance of any obligations or other acts hereunder or under any
            other agreement shall be deemed to be an extension of time for
            performance of any other obligations or any other acts.

      8.4  Headings. The headings contained in this Warrant Certificate are for
            convenience of reference only and are not to be given any legal
            effect and shall not affect the meaning or interpretation of this
            Warrant Certificate.

                                      -11-
<PAGE>   12

      8.5  Governing Law; Interpretation. This Warrant Certificate shall be
            construed in accordance with and governed for all purposes by the
            laws of the State of Delaware.

      8.6  Warrant Exchangeable for Different Denominations. The Warrants are
            exchangeable, upon the surrender hereof by Holder at the principal
            office of the Company, for new Warrants of like tenor representing
            in the aggregate the purchase rights hereunder, and each of such new
            Warrants shall represent such portion of such rights as is
            designated by the Holder at the time of such surrender. The date the
            Company initially issues this Warrant shall be deemed to be the
            "ISSUE Date" hereof regardless of the number of times new
            certificates representing the unexpired and unexercised rights
            formerly represented by the Warrants shall be issued.

      8.7  Replacement. Upon receipt of evidence reasonably satisfactory to the
            Company (an affidavit of the Holder shall be satisfactory) of the
            ownership and the loss, theft, destruction or mutilation of any
            certificate evidencing any Warrant, and in the case of any such
            loss, theft or destruction, upon the posting by such Holder of a
            bond in such reasonable amount as the Company may direct as
            indemnity against any claim that may be made against it with respect
            to such Warrant or receipt of indemnity reasonably satisfactory to
            the Company (provided that if the Holder is a financial institution
            or other institutional investor its own agreement shall be
            satisfactory), or, in the case of any such mutilation upon surrender
            of such certificate, the Company shall (at its expense) execute and
            deliver in lieu of such certificate a new certificate of like kind
            representing the same rights represented by such lost, stolen,
            destroyed or mutilated certificate and dated the date of such lost,
            stolen, destroyed or mutilated certificate.

                            [SIGNATURE PAGE FOLLOWS]


                                      -12-
<PAGE>   13


      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed and delivered as of the 25th day of August, 1999.


                                            THE GOOD GUYS, INC.


                                            By:      /s/ Ronald A. Unkefer
                                               ---------------------------------
                                            Name:    Ronald A. Unkefer
                                                 -------------------------------
                                            Title:   Chief Executive Officer
                                                  ------------------------------


                                      -13-