<PAGE>

                                 Exhibit No. 4.2

                                    WARRANT

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS.  NEITHER THIS WARRANT NOR
THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY BE TRANSFERRED TO ANYONE
UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE
WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
THE COMPANY, REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.  INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.


No. 1997A-2                                             Warrant to Subscribe for
                                                                   40,000 Shares

                              STOCK SUBSCRIPTION WARRANT
                    To Subscribe For and Purchase Common Stock of
                                 HARMONY BROOK, INC.

     THIS WARRANT CERTIFIES THAT, for value received, Donald R. Brattain is
entitled to subscribe for and purchase from Harmony Brook, Inc., a Minnesota
corporation (the "Company"), an aggregate of 40,000 shares of Common Stock of
the Company at an exercise price of $.56 per share from the date hereof through
February 18, 2002.

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

     1.   EXERCISE OF WARRANT.  The rights represented by this Warrant may be
exercised by the holder hereof, in whole or in part (but not as to a fractional
share of Common Stock), at any time through February 18, 2002, by written notice
of exercise delivered to the Company and by the surrender of this Warrant
(properly endorsed if required) on the exercise date at the principal office of
the Company accompanied by payment by certified check of the purchase price for
such shares.  The Company agrees that the shares so purchased shall be and are
deemed to be issued to the holder


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hereof as the record owner of such shares as of the close of business on the 
date on which this Warrant shall have been surrendered and payment made for 
such shares as aforesaid.

     2.   EXERCISE PERIOD.  Notwithstanding any other provision of this Warrant,
this Warrant may be exercised only at such time as the Common Stock issuable to
the holder hereof upon exercise may be issued to such holder pursuant to an
exemption from registration under federal or state securities laws.

     3.   RESTRICTIONS ON TRANSFER OF WARRANT AND COMMON STOCK.  Neither this
Warrant nor the Common Stock purchasable upon the exercise of this Warrant have
been registered under the Securities Act of 1933, as amended, or state
securities laws.  Neither this Warrant nor such Common Stock may be sold,
transferred, pledged or otherwise disposed of except pursuant to registration
under the Act and under applicable state securities laws, or until the Holder
has obtained an opinion of counsel satisfactory to the Company and its counsel
to the effect that such registration is not required.  The Company will cause
the following legend or one similar thereto to be set forth on each certificate
representing shares of Common Stock issuable upon exercise of this Warrant:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS.
     THESE SECURITIES MAY NOT BE TRANSFERRED TO ANYONE UNTIL (i) A
     REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
     LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE
     OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION
     UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
     IN CONNECTION WITH SUCH PROPOSED TRANSFER.  INVESTORS SHOULD BE AWARE
     THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
     INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     4.   DEMAND REGISTRATION.  (a)  Subject to subparagraphs (b) and (c) below,
the holders of not less than 75% of the shares issued or issuable upon exercise
of the Company's Series 1997A Warrants may request, in writing, registration
under the Act for resale of all, but not less than all, of the Common Stock
purchasable upon the exercise of such Warrants.  The Company shall determine
which registration form to utilize.

     (b)  The holder hereof shall be entitled to one (1) such demand
registration pursuant to Section 4(a), which shall be requested no later than
March 15 of any year through 2001.

     (c)  The Company shall pay all costs and expenses of the registration
except for the fees of the holder's legal counsel and the payment of
underwriter's commissions and expenses relating to the registration of the
holder's Common Stock which costs and expenses shall be the responsibility of
the holder.



                                      -2-

<PAGE>

     5.   PIGGYBACK REGISTRATION.  (a)  Subject to subparagraphs (b), (c) and 
(d) below, if prior to December 31, 2001, the Company proposes to register 
any of its Common Stock under the Act covering a public offering of such 
Common Stock (other than on Forms S-4, S-8, S-15 or other similarly 
inappropriate form or primarily a registration for Common Stock proposed to 
be issued in exchange for securities or assets of, or in connection with a 
merger or consolidation with another corporation), it shall promptly notify 
the holder hereof prior to such filing and will include in such registration 
(to the extent permitted by applicable state and federal regulations) resale 
by the holder hereof of all or any part of the Common Stock purchasable upon 
the exercise of this Warrant as requested by the holder hereof.

     (b)  If the offering to which the registration relates is to be 
distributed by or through an underwriter or underwriters, then, at the option 
of such underwriter or underwriters and as a condition to the inclusion of 
all or any part of such Common Stock in such registration, the Common Stock 
shall be sold through such underwriter or underwriters on the same terms and 
conditions as the underwriter or underwriters agree to sell the shares of 
Common Stock on behalf of the Company.  The Company may, in its sole 
discretion, withdraw any such registration and abandon the proposed offering 
in which the holder hereof had requested to participate without the consent 
of, or liability or obligation to, the holder hereof.  If the registration 
has not become effective within six (6) months following the date such notice 
is given to the holder hereof, the Company must again notify the holder 
hereof in the manner provided in subparagraph (a) above.

     (c)  the holder hereof shall be entitled to one (1) piggyback 
registration at any time after the date hereof, and prior to February 18, 
2002.

     (d)  The Company shall pay all costs and expenses of the registration 
except for the fees of  the holder's legal counsel, costs or expenses with 
respect to the holder's compliance with the securities laws of any state 
incurred as a direct result of any action or request of the holder hereof 
which would not otherwise have been incurred by the Company, and the payment 
of underwriter's commissions and expenses relating to the registration of the 
subject Common Stock, and the Company shall not be responsible for such costs 
and expenses.

     6.   DELIVERY OF STOCK CERTIFICATES.  Certificates for the shares of 
stock purchased pursuant to the exercise of this Warrant shall be delivered 
to the holder hereof within a reasonable time, not exceeding thirty (30) 
days, after the rights represented by this Warrant shall have been so 
exercised and, unless this Warrant has expired, a new Warrant representing 
the  number of shares, if any, with respect to which this Warrant shall not 
then have been exercised shall also be delivered to the holder hereof within 
such time.

     7.   COVENANTS OF COMPANY.  The Company covenants that all shares which 
may be issued upon the exercise of the rights represented by this Warrant 
will, upon issuance, be duly authorized and issued, fully paid, 
nonassessable, and free from all taxes, liens and charges with respect to the 
issue thereof.  The Company further covenants and agrees that during the 
period within which the rights represented by this Warrant may be exercised:



                                      -3-

<PAGE>

     (a)  the Company will at all times have authorized, and reserved for the 
purpose of issue or transfer upon exercise of the subscription rights 
evidenced by this Warrant, a sufficient number of shares of its Common Stock 
to provide for the exercise of the rights represented by this Warrant;

     (b)  the Company shall, upon request, furnish the holder hereof annual 
financial statements of the Company, including a balance sheet, statement of 
profit and loss and statement of retained earnings, within ninety (90) days 
following the end of the fiscal year of the Company and quarterly unaudited 
financial statements of the Company within forty-five (45) days following the 
end of each fiscal quarter; and

     (c)  that the holder hereof may reasonably examine the Company's books 
and records at its principal place of business during normal business hours, 
upon five (5) days notice.

     8.   ADJUSTMENTS.  The above provisions are subject to the following:

     (a)  The warrant exercise price shall be subject to adjustment from time 
to time as hereinafter provided.  Upon each adjustment of the warrant 
exercise price, the holder of this Warrant shall thereafter be entitled to 
exercise, at the warrant exercise price resulting from such adjustment, the 
number of shares obtained by multiplying the warrant exercise price in effect 
immediately prior to such adjustment by the number of shares purchasable 
pursuant hereto immediately prior to such adjustment and dividing the product 
thereof by the warrant exercise price resulting from such adjustment.

     (b)  In case the Company shall at any time subdivide its outstanding 
shares of Common Stock into a greater number of shares, the warrant exercise 
price in effect immediately prior to such subdivision shall be 
proportionately reduced, and conversely, in case the outstanding shares of 
Common Stock of the Company shall be combined into a smaller number of 
shares, the warrant exercise price in effect immediately prior to such 
combination shall be proportionately increased.

     (c)  If any capital reorganization or reclassification of the capital 
stock of the Company, or consolidation or merger of the Company with another 
corporation, or the sale of all or substantially all of its assets to another 
corporation shall be effected in such a way that holders of Common Stock 
shall be entitled to receive stock, securities or assets with respect to or 
in exchange for Common Stock, then provision shall be made whereby the holder 
hereof shall thereafter have the right to purchase and receive upon the basis 
and upon the terms and conditions specified in this Warrant and in lieu of 
the shares of the Common Stock of the Company immediately theretofore 
purchasable and receivable upon the exercise of the rights represented 
hereby, such shares of stock, securities or assets as may be issued or 
payable with respect to or in exchange for a number of outstanding shares of 
such Common Stock equal to the number of shares of such stock immediately 
theretofore purchasable and receivable upon the exercise of the rights 
represented hereby had such reorganization, reclassification, consolidation, 
merger or sale not taken place, and in any such case appropriate provision 
shall be made with respect to the rights and interests of the holder of this 
Warrant to the end that the provisions hereof (including without limitation 
provisions for adjustments of the warrant exercise price and of the number of 
shares purchasable upon the exercise



                                      -4-


<PAGE>

of this Warrant) shall thereafter be applicable, as nearly as may be, in 
relation to any shares of stock, securities or assets thereafter deliverable 
upon the exercise hereof.

     (d)  In case the Company shall pay or make a dividend or other 
distribution on any class of capital stock of the Company in Common Stock, 
the exercise price in effect at the opening of business on the day following 
the record date for such dividend distribution shall be reduced by 
multiplying the current exercise price by a fraction of which the numerator 
shall be the number of shares of Common Stock outstanding at the close of 
business on the record date and the denominator shall be the sum of such 
number of shares and the total number of shares constituting the dividend or 
other distribution.

     (e)  Upon any adjustment of the warrant exercise price, then and in each 
such case, the Company shall give written notice thereof, by first class 
mail, postage prepaid, addressed to the registered holder of this Warrant at 
the address of such holder as shown on the books of the Company, which notice 
shall state the warrant exercise price resulting from such adjustment and the 
increase or decrease, if any, in the number of shares purchasable at such 
price upon the exercise of this Warrant, setting forth in reasonable detail 
the method of calculation and the facts upon which such calculation is based.

     (f)  In case any time:

          (1)  There shall be any capital reorganization, reclassification of
     the capital stock of the Company, or consolidation or merger of the Company
     with, or sale of all or substantially all of its assets to another
     corporation; or

          (2)  There shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Company.

then, in any one or more of said cases, the Company shall give written notice,
by first class mail, postage prepaid, addressed to the holder of this Warrant at
the address of such holder as shown on the books of the Company, of the date on
which the books of the Company shall close or a record of shareholders shall be
taken for such event.  Such notice shall also specify the date as of which the
holders of Common Stock of record shall participate in such event.

     (g)  If any event occurs as to which in the opinion of the Board of 
Directors the other provisions of this paragraph 8 are not strictly 
applicable or if strictly applicable would not fairly protect the purchase 
rights of the holder of this Warrant in accordance with the essential intent 
and principles of such provisions, then the Board of Directors shall make an 
adjustment in the application of such provisions, in accordance with such 
essential intent and principles, so as to protect such purchase rights as 
aforesaid.

     9.   NO RIGHTS OF STOCKHOLDERS.  This Warrant shall not entitle the 
holder hereof to any voting rights or other rights as a stockholder of the 
Company until the issuance of a certificate for Common Stock hereunder.



                                      -5-


<PAGE>

     10.  REPRESENTATIONS OF WARRANT HOLDER.  The holder hereof, by acceptance
of this Warrant represents and warrants as follows:

     (a)  the holder hereof is acquiring this Warrant and any shares of Common
Stock purchasable upon the exercise of this Warrant for his/her/its own account,
for investment purposes only and not with a view to resale or distribution, and
the holder hereof has no present intention of selling or otherwise disposing of
this Warrant or such shares of Common Stock.

     (b)  the holder hereof has had an opportunity to review the books and
records of the Company, has been furnished all documents, records or other
property of the Company, has had the opportunity to review the business and
operations of the Company and has been furnished access to any and all further
documents or officers of the Company for purposes of making its own
investigation into the affairs of the Company.

     (c)  the holder hereof is an accredited investor as that term is defined in
Regulation D under the Act.

     11.  NOTICES.  All notices provided for hereunder shall be sent by first
class mail, if to the Company at:

          Harmony Brook, Inc.
          1030 Lone Oak Road
          Suite 110
          Eagan, MN  55121
          Attn:  President

          with a copy to:

          Alan C. Eidsness and Jeffrey N. Saunders
          Henson & Efron, P.A.
          1200 Title Insurance Building
          400 Second Avenue South
          Minneapolis, MN  55401

(or such other address as the Company may from time to time notify the holder of
this Warrant), and if to the holder of this Warrant, at the address appearing on
the warrant register maintained by the Company in accordance herewith.

     12.  GOVERNING LAW.  The provisions of this Warrant shall be construed and
governed by the substantive laws of the State of Minnesota without giving effect
to the choice of law provisions thereof.




                                      -6-


<PAGE>

    IN WITNESS WHEREOF, HARMONY BROOK, INC. has caused this Warrant to be
signed by its duly authorized officer and this Warrant to be dated this 18th day
of February, 1997.


                                  HARMONY BROOK, INC.


                                  By:   /s/ James C. Hawley
                                     ------------------------------
EX4-2.WP                               James C. Hawley, President

















                                      -7-


<PAGE>

                                 FORM OF SUBSCRIPTION
                     (To be signed only upon exercise of Warrant)

TO:      Harmony Brook, Inc., 1030 Lone Oak Road, Suite 110, Eagan, Minnesota
         55121

      The undersigned, being the owner of this Warrant, hereby irrevocably 
elects to exercise the purchase rights represented by this Warrant for and to 
purchase hereunder _____ shares of common stock of Harmony Brook, Inc. at a 
price of $____ per share, and makes payment of $______ by certified check for 
such shares.  The undersigned requests that the certificate for such shares 
be issued and delivered to the undersigned at the address set forth below.  
If such shares purchased shall not be all of the shares purchasable 
hereunder, the undersigned requests that a new Warrant of like tenor for the 
balance of the shares purchased hereunder be delivered to the undersigned at 
the address set forth below.

     Dated: ________________

                                       __________________________________

                                       __________________________________
                                       Address

                                       __________________________________
                                       Taxpayer Identification Number or
                                       Social Security Number