<PAGE>

                                                                   EXHIBIT 10.36
 
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE
SECURITIES LAW OR REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED OR UNLESS THE
SALE OR TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 OR 144A PROMULGATED UNDER
SUCH ACT AND, IF REASONABLY REQUESTED BY STYLES ON VIDEO, INC. (THE "COMPANY"),
THE COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL THAT THE SECURITIES OR THE
SALE OR TRANSFER ARE EXEMPT FROM REGISTRATION.


                             STYLES ON VIDEO, INC.

                              WARRANT CERTIFICATE

                          Dated as of January 15, 1997

                   Series D Warrants to Purchase Common Stock
                   ------------------------------------------

No. R-4                                      Certificate for 61,803,850 Warrants

     STYLES ON VIDEO, INC., a Delaware corporation (the "Company"), hereby
                                                         -------          
certifies that, for value received, International Digital Investors, L.P., a
Delaware limited partnership ("Initial Holder"), or registered assigns, is the
                               --------------                                 
registered owner of the number of Series D Warrants of the Company set forth
above. This Warrant Certificate evidences 61,803,850 Series D Warrants (the
"Warrants").  All capitalized terms used herein without definition shall have
---------                                                                    
the meanings assigned thereto as set forth in the Company's Warrant Certificate
for Series B Warrants to Purchase Common Stock dated May 15, 1996.

     Each Warrant entitles the registered owner thereof to purchase one share
(each such share being referred to herein as a "Warrant Share" and all such
                                                -------------              
shares being referred to herein, collectively, as the "Warrant Shares"), as
                                                       --------------      
adjusted from time to time as provided in Section 7 hereof, of Common Stock,
$.001 par value per share, of the Company ("Common Stock"). Each Warrant may be
                                            ------------                       
exercised, from time to time, (a) on or after the earlier to occur of (i) the
Company's failure to consummate the First Exchange (as such term is defined in
that certain Letter Agreement (the "Letter Agreement") dated November 21, 1996
                                    ----------------                          
between the Company, Forever Yours, Inc. ("FYI"), a California corporation, and
the Initial Holder) on or before January 15, 1997, (ii) the Company's failure to
consummate the Second Exchange (as such term is defined in the Letter Agreement)
on or before such date (the "Critical Date") that is the later of (A) April 15,
                             -------------                                     
1997 or (B) such date that the Management Agreement between Hasco International,
Inc. and FYI is terminated or expires, but in no event shall the Critical Date
be later than May 1, 1997, or (iii) the first date on which any of the
Settlement Warrants, the Arnold Warrant, the Shutler Warrant or the Independent
Committee Warrant becomes exerciseable, 

                                       1
<PAGE>
 
in whole or in part, and (b) prior to 5:00 p.m., Los Angeles time, on November
20, 2005 (the "Expiration Date"), subject to the following terms and conditions.
               ---------------

          Section .   Registration. The Company shall register each Warrant,
                      ------------                                          
upon records to be maintained by the Company for such purpose (such records
being referred to herein as the "Register"), in the name of the record holder of
                                 --------                                       
such Warrant from time to time. The Company may deem and treat the registered
holder of each Warrant as the absolute owner thereof for the purpose of any
exercise thereof or any distribution to the holder thereof, and tar all other
purposes, and the Company shall not be affected by any notice to the contrary.

          Section .  Registration of Transfers and Exchanges.
                     --------------------------------------- 

          ()   Registration, Issuance of New Warrant Certificates. The Company
               --------------------------------------------------             
shall register in the Register the transfer of any Warrants upon the surrender
of this Warrant Certificate, with the Form of Assignment attached as Annex A
hereto duly filled in and signed (and with a signature guarantee for the
transfer of any Warrants by a registered holder which is not the initial
registered holder of this Warrant Certificate), to the Company at the office of
the Company set forth in Section 3(c) hereof.  Upon any such registration of
transfer, a new Warrant Certificate, in substantially the form of this Warrant
Certificate, evidencing the Warrants so transferred shall be issued to the
transferee of such Warrants and a new Warrant Certificate, in substantially the
form of this Warrant Certificate, evidencing the remaining Warrants, if any, not
so transferred, shall be issued to the then-registered holder thereof. The
Company shall at no time close the Register against the permitted transfer of
any Warrant or Warrant Share in any manner which materially interferes with the
timely exercise of such Warrant.

          ()   Warrants Exchangeable for Different Denominations. This Warrant
               -------------------------------------------------              
Certificate is exchangeable, upon the surrender hereof by the holder hereof at
the office of the Company set forth in Section 3(c) hereof, for new Warrant
Certificates, in substantially the form of this Warrant Certificate, evidencing
in the aggregate the right to purchase the number of Warrant Shares which may
then be purchased under this Warrant Certificate. Each such new Warrant
Certificate shall be dated the date of such exchange and represent the right to
purchase such number of Warrant Shares as shall be designated by the holder of
this Warrant Certificate at the time of such surrender.

          Section .  Duration, Termination and Exercise of Warrants.
                     ---------------------------------------------- 

          ()   Each Warrant may be exercised, from time to time, (a) on or after
the earlier to occur of (i) the Company's failure to consummate the First
Exchange on or before January 15, 1997, (ii) the Company's failure to consummate
the Second Exchange on or before the Critical Date, or (iii) the first date on
which any of the Settlement Warrants, the Arnold Warrant, the Shutler Warrant or
the Independent Committee Warrant becomes exerciseable, in whole or in part, and
(b) prior to 5:00 p.m., Los Angeles time, on the Expiration Date. At 5:00 P.M.,
Los Angeles time, on the Expiration Date, each Warrant not exercised prior
thereto shall be and become void and of no value.

          ()   Subject to the provisions of this Warrant Certificate, including
adjustments to the Exercise Price and to the number of Warrant Shares issuable
upon the exercise of each Warrant pursuant to Section 7 hereof, each holder of a
Warrant on or prior to the Expiration Date shall have the right to purchase from
the Company (and the Company shall be obligated to issue and sell to such holder
of a Warrant) at the Exercise Price one fully-paid Warrant Share which is
nonassessable.

                                       2
<PAGE>
 
          ()  Subject to Sections 4, 10 and 11 hereof, upon (i) surrender of
this Warrant Certificate, with the Form of Election to Purchase attached as
Annex B hereto (the "Form of Election to Purchase") duly filled in and signed,
                     ----------------------------                             
to the Company at its office at 667 Rancho Conejo, Newbury Park, California
91320. Attention: President, or at such other address as the Company may specify
in writing to the then-registered holder of the Warrants, and (ii) payment of
the Exercise Price, multiplied by the number of Warrant Shares then issuable
upon exercise of the Warrants being so exercised, the Company shall promptly,
but in any event within three days of its receipt of the Form of Election to
Purchase, together with the Warrant Certificate and receipt of payment of the
Exercise Price, issue and cause to be delivered to or upon the written order of
the registered holder of the Warrants being so exercised, and in such name or
names as such registered holder may designate (subject to Section 4 hereof and
to the Note Purchase Agreement), a certificate for the Warrant Shares issued
upon such exercise of such Warrants, provided that any and all such certificates
shall bear a legend regarding the transferability of the Warrant Shares as
provided in the Note Purchase Agreement. Any person so designated to be named in
such certificate for such Warrant Shares shall be deemed to have become the
holder of record of such Warrant Shares as of the Date of Election to Purchase
such Warrants. The "Date of Election to Purchase" any Warrant means the date on
which the Company shall have received (1) this Warrant Certificate, with the
Form of Election to Purchase duly filled in and signed, and (2) payment of the
Exercise Price for such Warrant.

          ()  In lieu of delivering the Exercise Price in cash, a holder may, at
its option, instruct the Company in the Form of Election to Purchase to retain,
in payment of the Exercise Price, a number of Warrant Shares (the "Payment
                                                                   -------
Shares") equal to the quotient of the aggregate Exercise Price of the Warrants
------                                                                        
then being exercised divided by the Market Price of such shares as of the date
of exercise, and to deduct the number of Payment Shares from the Warrant Shares
to be delivered to such holder.

          ()  The Warrants evidenced by this Warrant Certificate shall be
exercisable either as an entirety or, from time to time, for part only of the
number of Warrants evidenced hereby. If fewer than all of the Warrants evidenced
by this Warrant Certificate are exercised at any time, the Company, at its
expense, shall issue to the registered holder a new Warrant Certificate, in
substantially the form of this Warrant Certificate, for the remaining number of
Warrants evidenced by this Warrant Certificate.

          Section .  Payment of Taxes. The Company shall pay all issuance and
                     ----------------                                        
transfer taxes and charges that may be imposed on the Company or on the Warrants
or the Warrant Shares in respect of the transfer of Warrants, or the issuance or
delivery of the Certificates for Warrant Shares or other securities in respect
of the Warrant Shares upon the exercise or conversion of Warrants; provided,
                                                                   -------- 
however, that the Company shall not be required to pay any such tax or other
-------                                                                     
charge imposed in respect of the transfer of Warrants, or the issuance or
delivery of certificates for Warrant Shares or other securities in respect of
the Warrant Shares upon the exercise of Warrants, to a person or entity other
than a then-existing registered holder of Warrants.

          Section .   Mutilated or Missing Warrant Certificate. If this Warrant
                      ----------------------------------------                 
Certificate shall be mutilated, lost, stolen or destroyed, upon request by the
registered holder of the Warrants, the Company shall issue, in exchange for and
upon cancellation of the mutilated Warrant Certificate, or in substitution for
the lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate, in
substantially the form of this Warrant Certificate, of like tenor and
representing the equivalent number of Warrants, but, in the case of loss, theft
or destruction of this Warrant Certificate and, if requested by the Company,
indemnity also satisfactory to it.

                                       3
<PAGE>
 
          Section .  Reservation and Issuance of Warrant Shares.
                     ------------------------------------------

          ()   The Company shall on or prior to the date the Warrants become
exercisable and at all times thereafter have authorized, and reserve and keep
available, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon the exercise of the Warrants, the number of Warrant Shares
deliverable upon exercise of the Warrants. The Company shall take any further
corporate action which may be necessary in order that the Company may validly
and legally issue, at the Exercise Price, Warrant Shares that are fully-paid and
nonassessable.

          ()   The Company covenants that all Warrant Shares will, upon issuance
in accordance with the terms of this Warrant Certificate, be (i) duly
authorized, validly issued, fully-paid and nonassessable and (ii) free from all
taxes or other governmental charges with respect to the issuance thereof (not
including (y) income taxes payable by the holders of Warrants being exercised in
respect of gains thereon, and (z) transfer taxes, in accordance with the
provisions of Section 4 above) and from all liens, charges and security
interests created by the Company.

          ()  If the issuance of any Warrant Shares required to be reserved
pursuant to paragraph (a) of this Section 6 requires registration with or
approval of any governmental authority under any Federal or state, before such
Warrant Shares may be issued upon the exercise thereof, the Company shall, at
its expense and as expeditiously as possible, use its best efforts to cause such
Warrant Shares to be duly registered or approved, as the case may be, provided,
                                                                      -------- 
however, that the Company will not be required to qualify generally to do
-------                                                                  
business in any jurisdiction where it is not then so qualified, to subject
itself to taxation in any jurisdiction where it is not then subject to taxation,
or take any action which would subject it to general service of process in any
jurisdiction where it is not then so subject.

          ()   To the extent that any exercise of Warrants is subject to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and related
regulations (the "HSR Act"), the Company shall promptly upon the request of the
                  -------                                                      
holder of this Warrant Certificate, cooperate with such holder in complying with
the HSR Act, including providing copies of relevant information regarding the
Company and, if required under the HSR Act, preparing and filing with the
Federal Trade Commission and the Department of Justice a Notification and Report
Form pursuant to the HSR Act.

          Section .  Adjustments.
                     ----------- 

          ()  Adjustments of Number of Warrant Shares. The number of Warrant
              ---------------------------------------                       
Shares issuable upon the exercise of each Warrant shall be subject to adjustment
from time to time as hereinafter provided. Upon each adjustment pursuant to any
of paragraphs (b), (c), (d) or (e) of this Section 7, each Warrant shall
thereafter entitle the holder thereof to purchase at the Exercise Price the
number of Warrant Shares resulting from such adjustment (the "Adjusted Warrant
                                                              ----------------
Share Amount").
------------   

          ()  Adjustment upon Issuance of Common Stock. If at any time after the
              ----------------------------------------                          
date hereof, the Company shall issue or sell any shares of Common Stock for a
consideration per share less than the Market Price (as hereinafter defined)
immediately prior to the time of such issue or sale, then, forthwith upon such
issue or sale, the Adjusted Warrant Share Amount shall be equal to the product
of the Adjusted Warrant Share Amount in effect immediately prior to the time of
such issue or sale multiplied by a fraction, the numerator of which shall be the
product of (x) the total number of shares of Common Stock outstanding
immediately after such issue or sale multiplied by (y) the Market Price
immediately prior to such issue or sale, and the denominator of which shall be
the sum of (A) the number of shares of Common Stock outstanding immediately
prior to such 

                                       4
<PAGE>
 
issue or sale multiplied by the Market Price immediately prior to such issue or
sale plus (B) the aggregate consideration received by the Company upon such
issue or sale.

          ()  Other Adjustment Events and Provisions. For the purposes of this
              --------------------------------------                          
Section 7, the following clauses shall also be applicable.

               ()    Issuance of Rights, Warrants or Options. Except as provided
                     ---------------------------------------                    
     in clauses (iii) and (xii) of this Section 7(c) hereof, in case at any time
     the Company shall grant, issue or sell (whether directly or by assumption
     in a merger or otherwise) any rights or warrants (other than the Warrants)
     to subscribe for or to purchase, or any options for the purchase of, Common
     Stock or any stock or securities convertible into or exchangeable for
     Common Stock (such convertible or exchangeable stock or securities being
     herein called "Convertible Securities") whether or not such rights or
                    ----------------------                                
     warrants or options or the right to convert or exchange any such
     Convertible Securities are immediately exercisable, and the price per share
     for which Common Stock is issuable upon the exercise of such rights or
     warrants or options or upon conversion or exchange of such Convertible
     Securities (determined as provided below) shall be less than the Market
     Price determined as of the date of granting such rights or warrants or
     options, as the case may be, then the total maximum number of shares of
     Common Stock issuable upon the exercise of such rights (other than rights
     issued pursuant to a stockholders' rights plan adopted by the Company
     pursuant to which the acquisition by any third party of a specified
     percentage of shares of Common Stock triggers the exercisability of such
     rights to purchase Common Stock for so long as no event has occurred
     triggering such right to exercise) or warrants or options or upon
     conversion or exchange of the total maximum amount of such Convertible
     Securities issuable upon the exercise of such rights or warrants or options
     shall (as of the date of granting of such rights or warrants or options) be
     deemed to be outstanding and to have been issued for such price per share.
     Except as provided in clause (v) of this Section 7(c), no further
     adjustment of the Adjusted Warrant Share Amount shall be made upon the
     actual issue of such Common Stock or such Convertible Securities upon
     exercise of such rights or warrants or options or upon the actual issue of
     such Common Stock upon conversion or exchange of such Convertible
     Securities. For the purposes of this clause (i), the price per share for
     which Common Stock is issuable upon the exercise of any such rights or
     warrants or options or upon conversion or exchange of any such Convertible
     Securities shall be determined by dividing (A) the total amount, if any,
     received or receivable by the Company as consideration for the granting of
     such rights of warrants or options, plus the minimum aggregate amount of
     additional consideration payable to the Company upon the exercise of all
     such rights or warrants or options, plus, in the case of such rights or
     warrants or options which relate to Convertible Securities, the minimum
     aggregate amount of additional consideration, if any, payable upon the
     issue or sale of such Convertible Securities and upon the conversion or
     exchange thereof, by (B) the total maximum number of shares of Common Stock
     issuable upon the exercise of such rights or warrants or options or upon
     the conversion or exchange of all such Convertible Securities issuable upon
     the exercise of such rights or warrants or options.

              ()     Issuance of Convertible Securities. In case the Company
                     ----------------------------------                     
     shall issue (whether directly or by assumption in a merger or otherwise) or
     sell any Convertible Securities, whether or not the rights to exchange or
     convert thereunder are immediately exercisable, and the price per share for
     which Common Stock is issuable upon the conversion or exchange of such
     Convertible Securities (determined as provided below) shall be less than
     the Market Price determined as of the date of such issue or sale of such
     Convertible Securities, then the total maximum number of shares of Common
     Stock 

                                       5
<PAGE>
 
     issuable upon conversion or exchange of all such Convertible Securities
     shall (as of the date of the issue or sale of such Convertible Securities)
     be deemed to be outstanding and to have been issued for such price per
     share, provided that (A) except as provided in clause (v) of this Section
     7(c), no further adjustments of the Adjusted Warrant Share Amount shall be
     made upon the actual issue of such Common Stock upon conversion or exchange
     of such Convertible Securities and (B) if any such issue or sale of such
     Convertible Securities is made upon exercise of any rights or warrants to
     subscribe for or to purchase or any option to purchase any such Convertible
     Securities for which adjustments of the Adjusted Warrant Share Amount have
     been or are to be made pursuant to clause (i) of this Section 7(c), no
     further adjustment of the Adjusted Warrant Share Amount shall be made by
     reason of such issue or sale. For the purposes of this clause (ii), the
     price per share for which Common Stock is issuable upon conversion or
     exchange of Convertible Securities shall be determined by dividing (1) the
     total amount received or receivable by the Company as consideration for the
     issue or sale of such Convertible Securities, plus the minimum aggregate
     amount of additional consideration, if any, payable to the Company upon the
     conversion or exchange thereof, by (2) the total maximum number of shares
     of Common Stock issuable upon the conversion or exchange of all such
     Convertible Securities.

               ()  Issuance of Additional Settlement Warrants. If the number of
                   ------------------------------------------                  
     shares of Common Stock issuable upon the exercise of the Settlement
     Warrants (as defined in Section 7(c)(xii)(A)) shall be increased from
     1,750,000 shares, then upon the occurrence of such increase, the Adjusted
     Warrant Share Amount shall be equal to the product of the Adjusted Warrant
     Share Amount immediately prior to such increase multiplied by a fraction
     the numerator of which is (i) the total number of shares of Common Stock
     outstanding immediately thereafter (assuming the issuance of all shares
     subject to the Settlement Warrant) and the denominator of which is the
     total number of shares of Common Stock outstanding immediately prior to
     such increase.

               ()  Misstatement of Outstanding Common Stock. If the number of
                   ----------------------------------------                  
     shares of Common Stock issued and outstanding as of the date on which the
     Company has given its representation pursuant to Section 3.2(a) of the Note
     Purchase Agreement or if the number of shares of Common Stock issuable
     pursuant to outstanding warrants, options, or rights including conversion
     or preemptive rights) or agreements for the purchase or acquisition from
     the Company of any of its shares of capital stock on which the Company has
     given its representation pursuant to Section 3.2(d) of the Note Purchase
     Agreement is greater than the respective number set forth in such
     representations, the Adjusted Warrant Share Amount shall be equal to the
     product of the Adjusted Warrant Share Amount immediately prior to any
     adjustment hereunder, multiplied by a fraction the numerator of which is
     the total number of shares of Common Stock actually outstanding or issuable
     as of the date of such representation and the denominator of which is the
     total number of shares of Common Stock that the Company represented were
     outstanding or issuable.

               ()   Change in Option Price or Conversion Rate. If the purchase
                    -----------------------------------------                 
     price provided for in any rights or warrants or options referred to in
     clause (i) above, or the additional consideration, if any, payable upon the
     conversion or exchange of Convertible Securities referred to in clause (i)
     or (ii) above, or the date at which any Convertible Securities referred to
     in clause (i) or (ii) above are convertible into or exchangeable for Common
     Stock, shall change (other than under or by reason of an event resulting in
     a change pursuant to provisions set forth in the documents governing such
     rights, warrants, options or Convertible Securities designed to protect
     against dilution, to the extent such event also results in an adjustment
     pursuant to this Section 7), then the Adjusted Warrant Share Amount in
     effect at the time of such event shall forthwith be readjusted to the
     Adjusted Warrant Share Amount which would have been in effect at such time
     had such 

                                       6
<PAGE>
 
     rights, warrants, options or Convertible Securities still outstanding
     provided for such changed purchase price, additional consideration or
     conversion rate, as the case may be, at the time initially granted, issued
     or sold. On the expiration of any such option or warrant or right or the
     termination of any such right to convert or exchange such Convertible
     Securities, the Adjusted Warrant Share Amount then in effect hereunder
     shall forthwith be decreased to the Adjusted Warrant Share Amount which
     would have been in effect at the time of such expiration or termination had
     such right, warrant, option or Convertible Security, to the extent
     outstanding immediately prior to such expiration or termination, never been
     issued, and the Common Stock issuable thereunder shall no longer be deemed
     to be outstanding. If the purchase price provided for in any such right or
     warrant or option referred to in clause (ii) above or the rate at which any
     Convertible Securities referred to in clause (i) or (ii) above are
     convertible into or exchangeable for Common Stock, shall change at any time
     under or by reason of provisions set forth in the documents governing such
     rights, warrants, options or Convertible Securities designed to protect
     against dilution, then in case of the delivery of Common Stock upon the
     exercise of any right or warrant or option or upon conversion or exchange
     of any such Convertible Security, the Adjusted Warrant Share Amount then in
     effect hereunder shall forthwith be adjusted to such respective amount as
     would have obtained had such right, warrant, option or Convertible Security
     never been issued as to such Common Stock and had adjustments been made
     upon the issuance of the shares of Common Stock delivered as aforesaid, but
     only if as a result of such adjustment the Adjusted Warrant Share Amount
     then in effect hereunder is thereby increased.

               ()  Stock Dividends. In case the Company shall declare a dividend
                   ---------------                                              
     or make any other distribution upon any stock of the Company payable in
     Common Stock or Convertible Securities, any Common Stock or Convertible
     Securities, as the case may be, issuable in payment of such dividend or
     distribution shall be deemed to have been issued or sold without
     consideration.

               ()  Consideration for Stock. In case any shares of Common Stock
                   -----------------------                                    
     or Convertible Securities or any right or warrants or options to purchase
     any such Common Stock or Convertible Securities shall be issued or sold:

                    ()  for cash, the consideration received therefor shall be
          deemed to be the amount received by the Company therefor, without
          deduction therefrom of any expenses incurred or any underwriting
          commission or concessions paid or allowed by the Company in connection
          therewith.

                    ()  for a consideration other than cash, the amount of the
          consideration other than cash received by the Company shall be deemed
          to be the fair value of such consideration as determined by the Board
          of Directors of the Company, in good faith and in the exercise of
          reasonable business judgment, without deduction of any expenses
          incurred or any underwriting commissions or concessions paid or
          allowed by the Company in connection therewith, which determination
          shall be conclusive and which determination of valuation shall be sent
          in writing by the Boards of Directors to the registered holders of
          Warrants; provided, however, that if the fair value of the non-cash
                    --------  -------                                        
          consideration the value of which is being determined exceeds
          $1,000,000, the Board of Directors of the Company shall provide
          written notice of its valuation to the Warrantholders, and in the
          event that the holders of at least thirty-three percent (33%) of the
          then-outstanding Warrants disagree with such valuation, such
          Warrantholders may 

                                       7
<PAGE>
 
          provide written notice of such disagreement (which notice shall
          include such Warrantholder's valuation and the basis therefor) to the
          Company within 15 days following such notice from the Board of
          Directors. For a period of 15 days following the delivery of the last
          timely delivered notice of disagreement, the Company and such
          Warrantholders shall in good faith seek to agree upon a valuation. If
          at the end of such 15 day period the Company and such Warrantholders
          have not agreed upon a valuation, then the value of the non-cash
          consideration the value of which is being determined shall be
          determined in an arbitration conducted in the same manner as an
          arbitration conducted to determine Market Price as provided in Section
          7(c)(x)(B).

                    ()  in connection with any merger or consolidation in which
          the Company is the surviving corporation (other than any consolidation
          or merger in which the previously outstanding shares of Common Stock
          of the Company shall be changed into or exchanged for the stock or
          other securities of another corporation), the amount of consideration
          therefor shall be deemed to be the fair value as determined reasonably
          and in good faith by the board of directors of the Company of such
          portion of the assets and business of the non-surviving corporation as
          such board any determine to be attributable to such shares of Common
          Stock, Convertible Securities, rights or warrants or options, as the
          case may be.

In the event of any consolidation or merger of the Company in which the Company
is not the surviving corporation or in which the previously outstanding shares
of Common Stock of the Company shall be changed into or exchanged for the stock
or other securities of another corporation or in the event of any sale of all or
substantially all of the assets of the Company for stock or other securities of
any corporation, the Company shall be deemed to have issued a number of shares
of its Common Stock for stock or securities or other property of the other
corporation computed on the basis of the actual exchange ratio on which the
transaction was predicated and for a consideration equal to the fair market
value on the date of such transaction of all such stock or securities or other
property of the other corporation, and if any such calculation results in
adjustment of the Adjusted Warrant Share amount, the determination of the number
of shares of Common Stock issuable upon exercise of the Warrants immediately
prior to the merger, consolidation or sale, for purposes of paragraph (f) of
this Section 7, shall be made after giving effect to such adjustment of the
Adjusted Warrant Share Amount.

               ()   Record Date. In case the Company shall take a record of the
                    -----------                                                
     holders of its Common Stock for the purpose of entitling them (A) to
     receive a dividend or other distribution payable in Common Stock or in
     Convertible Securities, or (B) to subscribe for or purchase Common Stock or
     Convertible Securities, then such record date shall be deemed to be the
     date of the issue or sale of the shares of Common Stock deemed to have been
     issued or sold upon the declaration of such dividend or the making of such
     other distribution or the date of the granting of such right or
     subscription or purchase, as the case may be.

               ()  Treasury Shares. The number of shares of Common Stock
                   ---------------                                      
     outstanding at any given time shall not include shares owned or held by or
     for the account of the Company, but the disposition of any such shares
     shall be considered an issue or sale of Common Stock for the purposes of
     this Section 7(c).

               ()  Definition of Market Price. "Market Price" shall mean the
                   --------------------------   ------------                
     greater of:

                    ()  $0.075, and

                                       8
<PAGE>
 
                    ()  ()    if shares of the Common Stock are listed or
          admitted to trading on any exchange or quoted through NASDAQ or any
          similar organization, the average of the daily closing prices per
          share of the Common Stock for the 20 consecutive trading days
          immediately preceding the date of public announcement of the event
          giving rise to adjustment under this Section 7 or, if no such public
          announcement is made with respect to such event, the average of the
          daily closing prices per share of the Common Stock for the 20
          consecutive trading days immediately preceding the day as of which
          "Market Price" is being determined. The closing price of each day
          shall be the last sale price regular way or, in case no such sale
          takes place on such day, the average of the closing bid and asked
          prices regular way, in either case on the New York Stock Exchange, or,
          if shares of the Common Stock are not listed or admitted to trading on
          the New York Stock Exchange, on the principal national securities
          exchange on which the shares are listed or admitted to trading, or if
          the shares are not so listed or admitted to trading, the average of
          the highest reported bid and lowest reported asked prices as furnished
          by the National Association of Securities Dealers, Inc. through NASDAQ
          or through a similar organization if NASDAQ is no longer reporting
          such information.

                    ()   if such shares of Common Stock are not listed or
          admitted to trading on any exchange or quoted through NASDAQ or any
          similar organization, such value shall be determined by the Board of
          Directors of the Company, in good faith and in the exercise of
          reasonable business judgment, without taking into consideration any
          premium for shares representing control of the Company, any discount
          for any minority interest therein or any restrictions on transfer
          under Federal and applicable state securities laws or otherwise, which
          determination shall be conclusive, and which determination of
          valuation shall be sent in writing by the Board of Directors to the
          registered holders of Warrants, provided, however, that if the Market
                                          --------  -------                    
          Price of the shares of Common Stock the value of which is being
          determined exceeds $1,000,000, the Board of Directors of the Company
          shall provide written notice of its determination of Market Price, and
          in the event that the holders of at least thirty-three percent (33%)
          of the then-outstanding Warrants disagree with such valuation, such
          Warrantholders may provide written notice of such disagreement (which
          notice shall include such Warrantholder's valuation and the basis
          therefor) to the Company within 15 days following such notice from the
          Board of Directors. For a period of 15 days following the delivery of
          the last timely delivered notice of disagreement, the Company and such
          Warrantholders shall in good faith seek to agree upon a valuation. If
          at the end of such 15 day period the Company and such Warrantholders
          have not agreed upon a valuation, then, to the fullest extent
          permitted by law, the value of the shares of Common Stock shall be
          determined, at the request of any party, by arbitration conducted in
          the English language in Los Angeles, California in accordance with and
          to the extent permitted by the Delaware Arbitration Act and, to the
          extent not inconsistent therewith, the Rules for Large, Complex Cases
          of the America Arbitration Association. The parties to the arbitration
          shall attempt to select an arbitrator from such members. If the
          parties to the arbitration do not agree on the selection of an
          arbitrator within twenty (20) days after the date demand for the
          arbitration is filed, an arbitrator having such experience shall be
          selected in accordance with such Rules of the America Arbitration
          Association. The arbitrator shall set forth his or her determination
          in writing (which shall be sent to each party to such arbitration) and
          shall enumerate in 

                                       9
<PAGE>
 
          reasonable detail the basis of his or her determination. No party to
          the arbitration may seek, and the arbitrator shall not award, punitive
          or exemplary damages. To the fullest extent permitted by applicable
          law, any judgment or award rendered by the arbitrator shall be final,
          conclusive and binding. Judgment may be entered on any final,
          unappealable arbitration award by any state or federal court having
          jurisdiction thereof. To the fullest extent permitted by applicable
          law, any controversy concerning whether a dispute is an arbitrable
          dispute or as to the interpretation or enforceability of this Section
          7(c)(x)(B)(II) skull be determined by the arbitrator. The arbitration
          proceedings as well as the fact such proceedings occur, stall be kept
          confidential by the parties hereto and may only be disclosed to their
          personal representatives and advisors or as required by law and
          insofar as is necessary to confirm, correct, vacate or enforce the
          award. In the event of a breach of this provision, the arbitrator is
          expressly authorized to assess damages and each of the parties hereto
          consents to the expansion of the scope of arbitration for such
          purpose. The pendency of any arbitration under this Section
          7(c)(x)(B)(II) shall not relieve any party hereto of its obligations
          under this Agreement. To the fullest extent permitted by applicable
          law, if the Company or any Warrantholder shall resort to legal
          proceedings for injunctive or other similar relief pending the outcome
          of any such arbitration proceeding or prior to the initiation thereof,
          such party shall not be deemed to have waived its rights to cause such
          matter or any other mater to be referred to arbitration pursuant to
          this Section 7(c)(x)(B)(II). The parties intend that this agreement to
          arbitrate be valid, enforceable and irrevocable. The Warrant
          designation of situs or a governing law for this Certificate or the
          arbitration shall not be deemed an election to preclude application of
          the Federal Arbitration Act if it would be applicable. The arbitrator
          shall have authority in his or her discretion to grant injunctive
          relief, award specific performance and impose sanctions upon any party
          to any such arbitration. The fees, expenses and charges of any
          arbitration pursuant to this Section 7(c)(x)(B)(II) shall be borne (I)
          by the Company, if the arbitrator renders a valuation of the shares of
          Common Stock that is higher than the valuation rendered by the Board
          of Directors, or (II) by the Warrantholders who have notified the
          Company in writing of their objection to the valuation of the Board of
          Directors, pro rata in proportion to the number of shares of Common
          Stock issuable upon exercise of their respective Warrants, if the
          arbitrator renders a valuation of the shares of Common Stock that is
          equal to or less than the valuation rendered by the Board of
          Directors.

              ()  Determination of Market Price under Certain Circumstances.
                  --------------------------------------------------------- 
     Anything herein to the contrary notwithstanding, in case the Company shall
     issue any shares of Common Stock or Convertible Securities in connection
     with the acquisition by the Company of the stock or assets of any other
     corporation or the merger of any other corporation into the Company, the
     Market Price shall be determined as of the date the number of shares of
     Common Stock or Convertible Securities (or in the case of Convertible
     Securities other than stock, the aggregate principal amount of Convertible
     Securities) was determined (as set forth in a written agreement between the
     Company and the other party to the transaction) rather than on the date of
     issuance of such shares of Common Stock or Convertible Securities.

               ()  Certain Issues Excepted. Anything herein to the contrary
                   -----------------------                                 
     notwithstanding, the Company shall not be required to make any adjustment
     of the Adjusted Warrant Share Amount whatsoever upon the issuance of

                    ()  (i)  up to 593,741 shares of Common Stock, net of
          repurchases, issuable to employees, directors, consultants or advisors
          under 

                                       10
<PAGE>
 
          options presently outstanding which were issued prior to the date of
          the Warrants pursuant to stock option and restricted stock purchase
          agreements approved by the stockholders and directors of this
          corporation (excluding the options for 150,000 shares to be
          surrendered by Guy de Vreese and canceled in connection with
          settlement of pending litigation), (ii) up to 1,750,000 shares of
          Common Stock issued or issuable to present or former shareholders of
          the corporation pursuant to warrants anticipated to be issued in
          connection with settlement of pending litigation (the "Settlement
                                                                 ----------
          Warrants") to the extent the per share exercise price with respect
          --------
          thereto equals or exceeds the per share exercise price hereunder,
          (iii) up to 80,000 shares of Common Stock issued or issuable pursuant
          to that certain warrant granted to Ann Ehringer (the "Independent
                                                                -----------
          Committee Warrant") in consideration for her services on the
          -----------------
          Independent Committee established to review the transactions
          contemplated by the Note Purchase Agreement to the extent the per
          share exercise price with respect thereto equals or exceeds the per
          share exercise price hereunder, (iv) up to 7,749,449 shares of Common
          Stock issued or issuable to Dana Arnold pursuant to the Arnold Warrant
          to the extent the per share exercise price with respect thereto equals
          or exceeds the per share exercise price hereunder, (v) 250,000 shares
          of Common Stock issued or issuable to Eugene Shutler pursuant to
          warrants issued under a Consulting Agreement, dated as of April 19,
          1996, entered into between the corporation and Eugene Shutler to the
          extent the per share exercise price with respect thereto equals or
          exceeds the per share exercise price hereunder (the "Shutler Warrant")
                                                               ---------------
          and (vi) such additional number of shares of Common Stock as may be
          fixed by the Board of Directors of this corporation issuable or issued
          to employees, directors, consultants or advisors of this corporation
          pursuant to stock option or restricted stock purchase plans approved
          by the stockholders and directors of this corporation provided that
          the aggregate number of shares of Common Stock issuable upon the
          exercise of options or other rights issued pursuant to such plans.
          exclusive of any options or other rights that have been exercised,
          plus the aggregate number of share of Common Stock issued upon
          exercise of such options or rights or otherwise issued pursuant to
          such plans, shall not exceed 400,000 (as such number may be
          proportionally adjusted upon any stock split or combination or upon a
          merger or other corporate reorganization).

                    ()  Common Stock issued or issuable upon conversion of the
          Company's Series A Preferred Stock and Series B Preferred Stock, or

                    ()  Common Stock issued or issuable upon exercise of the
          Company's Series A Warrants and Series B Warrants or any other
          warrants outstanding on the date hereof.

          The Company shall not be required to make any such adjustment upon the
     issuance of shares or the granting of any options or Warrants or rights
     referred to in Section 7(c)(xii)(A), (B) and (C) if and to the extent that
     the issuance of the shares covered thereby is expected by this clause.

          ()  Certain Special Dividends. In case the Company shall declare a
              -------------------------                                     
dividend or make any other distribution (other than a distribution referred to
in paragraph (c) of this Section 7) upon the Common Stock (other than regular
periodic cash dividends), then in each case the Adjusted Warrant Share Amount in
effect immediately prior to the declaration of such dividend or making of such
distribution shall be adjusted so that such Adjusted Warrant Share Amount shall
equal the number of Warrant Shares determined by multiplying the Adjusted
Warrant Share 

                                       11
<PAGE>
 
Amount in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to receive such
dividend or distribution by a fraction, the numerator of which shall be the
Market Price on the date fixed for such determination and the denominator of
which shall be the Market Price on the date fixed for such determination less,
in the case of a dividend or distribution in cash, the amount per share of
Common Stock so declared or, in the case of any other dividend or distribution,
the then fair market value (as determined reasonably and in good faith by the
Board of Directors of the Company) of the portion of the property so distributed
applicable to one share of Common Stock, such adjustment to become effective
immediately prior to the opening of business on the day following the date fixed
for the determination of stockholders entitled to receive such distribution,
provided, however, that for this purpose, Market Price shall be determined as
--------  -------                                                            
provided in Section 7(c)(x) without regard to Section 7(c)(x)(A).

          ()   Subdivision or Combination of Stock. In case the Company shall at
               -----------------------------------                              
any time subdivide the outstanding shares of Common Stock into a greater number
of shares, the Adjusted Warrant Share Amount in effect immediately prior to such
subdivision shall be proportionately increased, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Adjusted Warrant Share Amount in effect immediately prior to such
combination shall be proportionately reduced.

          ()  Adjustment for Consolidation, Merger, Sale of Assets,
              -----------------------------------------------------
Reorganization, etc. In case the Company (i) consolidates with or merges into
--------------------                                                         
any other corporation and is not the continuing or surviving corporation of such
consolidation or merger, or (ii) permits any other corporation to consolidate
with or merge into the Company and the Company is the continuing or surviving
corporation but, in connection with such consolidation or merger, the Common
Stock is changed into or exchanged for stock or other securities of any other
corporation or cash or any other assets, or (iii) transfers all or substantially
all of its properties and assets to any other corporation, or (iv) effects a
capital reorganization or reclassification of the capital stock of the Company
in such a way that holders of Common Stock shall be entitled to receive stock,
securities, cash or assets with respect to or in exchange for Common Stock,
then, and in each such case, proper provision shall be made so that, upon the
basis and upon the terms and in the manner provided in this Section 7(f), the
holder of this Warrant Certificate, upon the exercise of each Warrant at any
time after the consummation of such consolidation, merger, transfer.
reorganization or reclassification, shall be entitled to receive (at the
aggregate Exercise Price in effect for all shares of Common Stock issuable upon
such exercise immediately prior to such consummation as adjusted to the time of
such transaction), in lieu of the Adjusted Warrant Share Amount prior to such
consummation, the stock and other securities, cash and assets to which a holder
of a number of shares of Common Stock equal to the Warrant Share Amount would
have been entitled upon such consummation (subject to adjustments subsequent to
such corporate action as nearly equivalent as possible to the adjustments
provided for in this Section 7).

          ()  Notice of Adjustment. Whenever the Adjusted Warrant Share Amount
              --------------------                                            
is adjusted, then and in each such case the Company shall promptly, but in no
event later than 20 days after the date of occurrence of the event causing such
adjustment, deliver a certificate of an officer of the Company (the "Officer's
                                                                     ---------
Certificate") to the registered holder of the Warrants, which Officer's
-----------                                                            
Certificate shall state the Adjusted Warrant Share Amount resulting from such
adjustment and or the increase or decrease, if any, in the number of shares of
Common Stock or other stock or property issuable upon the exercise of each
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based, including, if applicable, the Market
Price as determined in accordance with paragraph (c)(x) of this Section 7. The
Company shall keep at its office copies of all certificates and cause the same
to be available for inspection at said office during normal business hours by
any holder of a Warrant or any prospective purchaser of a Warrant designated by
a holder thereof.

                                       12
<PAGE>
 
          ()  Other Notices. In case at any time:
              -------------                      

               ()  the Company shall declare or pay any cash dividend on the
     Common Stock (other than a regular periodic cash dividend);

               ()  the Company shall declare or pay any dividend payable in
     stock upon the Common Stock or make any distribution (other than a regular
     periodic cash dividend) to the holders of the Common Stock;

               ()  the Company shall offer for subscription pro rata to the
     holders of the Common Stock any additional shares of stock of any class or
     other rights;

               ()  the Company shall authorize the distribution to all holders
     of the Common Stock of evidence of its indebtedness or assets (other than a
     regular periodic cash dividend);

               ()  there shall be any capital reorganization, or
     reclassification of the capital stock of the Company, or consolidation or
     merger of the Company with another corporation (other than a subsidiary of
     the Company in which the Company is the surviving or continuing corporation
     and no change occurs in the Common Stock of the Company), or sale of all or
     substantially all of the Company's assets to, another corporation;

               ()  there shall be a voluntary or involuntary dissolution,
     liquidation, bankruptcy, assignment for the benefit of creditors or winding
     up of the Company, or

               ()  the Company proposes to take any other action or an event
     occurs which would require an adjustment pursuant to paragraph (i) of this
     Section 7, then, in any one or more of such cases, the Company shall give
     written notice, addressed to the holder of this Warrant Certificate at the
     address of such holder as shown on the books of the Company, of (A) the
     date on which the books of the Company shall close or a record shall be
     taken for any such dividend, distribution or subscription rights, as the
     case may be, or (B) the date (or, if not then known, a reasonable
     approximation thereof by the Company) on which any such reorganization,
     reclassification, consolidation, merger, sale, dissolution, liquidation,
     bankruptcy, assignment for the benefit of creditors, winding up or other
     action, as the case may be, shall take place. Such notice shall also
     specify (or, if not then known, reasonably approximate) the date as of
     which the holders of Common Stock of record shall participate in any such
     dividend, distribution or subscription rights, as the case may be, or shall
     be entitled to exchange their Common Stock for securities or other property
     deliverable upon any such reorganization, reclassification, consolidation,
     merger, sale, dissolution, liquidation, bankruptcy, assignment for the
     benefit of creditors, winding up, or other action, as the case may be. Such
     written notice shall also state that the action in question or the record
     date is subject to the effectiveness of a registration statement under the
     Securities Act or to a favorable vote of security holders, if either is
     required. Such written notice shall be given (1) at least 15 days prior to
     any event specified in any of clauses (i), (ii) or (iv) of this Section
     7(h) and, with respect to any event specified in clause (i) of this Section
     7(h), at least five days prior to the date on which the books of the
     Company shall close or a record shall be taken for such event, (2) at least
     20 days prior to any event specified in clauses (iii), (v) and (vii) of
     this Section 7(h) and (3) with respect to events specified in clause (vi)
     of this Section 7(h), (x) at least 30 days prior to a voluntary dissolution
     or liquidation of the Company (y) at least three days prior to a voluntary

                                       13
<PAGE>
 
     bankruptcy, assignment for the benefit of creditors or winding up of the
     Company, or (z) promptly after an involuntary bankruptcy, assignment for
     the benefit of creditors or winding up of the Company. The failure to give
     such written notice required by this Section 7(h) or any defect therein
     shall not affect any vote upon, or the taking of, any such action.

          ()  Certain Events. If any event occurs as to which in the reasonable
              --------------                                                   
opinion of the Company or the holder of this Warrant Certificate, in good faith,
the other provisions of this Section 7 are not strictly applicable but the lack
of any adjustment would not in the opinion of the Company or such holder fairly
protect the purchase rights of the holder of this Warrant Certificate in
accordance with the basic intent and principles of such provisions, or if
strictly applicable would not fairly protect the purchase rights of the holder
of this Warrant Certificate in accordance with the basic intent and principles
of such provisions, then the Company shall appoint a firm of independent
certified public accountants (which may be the regular auditors of the Company)
of recognized national standing, which shall give the opinion upon the
adjustment, if any, on a basis consistent with the basic intent and principles
established in the other provisions of this Section 7, necessary to preserve,
without dilution, the exercise rights of the registered holder of this Warrant
Certificate. Upon receipt of such opinion, the Company shall forthwith make the
adjustments described therein.

          ()   Prohibition of Certain Action. The Company shall not, by
               -----------------------------                           
amendment of 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 to be observed or performed under this
Warrant Certificate by the Company, but shall at all times in good faith assist
in the carrying out of all the provisions of this Section 7. Without limiting
the generality of the foregoing, the Company (a) shall not increase the par
value of any shares of Common Stock receivable upon the exercise of the Warrants
to an amount that is greater than the Exercise Price then in effect, (b) shall
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 all Warrants from time to time outstanding and
(c) shall not take any action which results in any adjustment of the Adjusted
Warrant Share Amount if such Adjusted Warrant Share Amount issuable after the
action would exceed the total number of shares of Common Stock then authorized
by the Company's certificate of incorporation and available for the purpose of
issue upon such exercise.

          Section .  Exercise Price. The Exercise Price of each Warrant shall be
                     --------------                                             
$0.075.

          Section .  No Stock Rights. Except as may be provided in the
                     ---------------                                  
Stockholders Agreement, the holder of this Warrant Certificate, as such, shall
be entitled to vote or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained herein be construed to confer upon the
holder of this Warrant Certificate, as such, the rights of a stockholder of the
Company or the right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, to exercise any preemptive right, to receive notice of
meetings or other actions affecting stockholders (except as provided herein), or
to receive dividends or subscription rights or otherwise, until the Date of
Election to Purchase Warrants shall have occurred.

          Section .   Fractional Warrant Shares. No fractional Warrant Shares
                      -------------------------                              
shall be issued upon exercise of the Warrants, and the number of shares of
Common Stock to be issued shall be rounded to the nearest whole share. Whether
or not fractional shares are issuable upon such exercise shall be determined on
the basis of the total number of shares of the Warrant the 

                                       14
<PAGE>
 
holder is at that time exercising and the number of shares of Common Stock
issuable upon such aggregate exercise.

          Section .  Absence of Registration. Neither the Warrants nor the
                     -----------------------                              
Warrant Shares have been registered under the Securities Act. The holder of this
Warrant Certificate, by acceptance hereof, represents that such holder is
acquiring the warrants to be issued to such holder for such holder's own account
and not with a view to the distribution thereof, and agrees not to sell,
transfer, pledge or hypothecate any Warrants or any Warrant Shares except as
contemplated in the Management Participation Agreements (as defined in the Note
Purchase Agreement) which may be entered into (which Management Participation
Agreements shall contain restrictions on transfer consistent with the legend on
page one of this Warrant Certificate), or in accordance with applicable law and
in accordance with the legend on the first page of this Warrant Certificate to
the extent such legend complies with applicable law.

          Section .  Notices. All notices, requests, demands and other
                     -------                                          
communications relating to this Warrant Certificate shall be in writing,
including by telecopier, addressed, if to the registered owner hereof, to it at
the address furnished by the registered owner to the Company, and if to the
Company, at its office at 667 Rancho Conejo, Newbury Park, California 91320.
Attention President, Telecopier (805) 376-9184, or to such other address as any
party shall notify the other party in writing, and shall be effective, upon
receipt and, in the case of written notice by mail, three days after placement
into the mails (first class, postage prepaid), and in the case of notice by
telecopies on the same day as sent if the transmission is confirmed at or before
5:00 p.m. local time in the place of receipt, otherwise on the next business
day.

          Section .  Binding Effect. This Warrant Certificate shall be binding
                     --------------                                         
upon and inure to the sole and exclusive benefit of the Company, its successors
and assigns, and the registered holder or holders from time to time of the
Warrants and the Warrant Shares.

          Section .  Survival of Rights and Duties. This Warrant Certificate
                     -----------------------------                          
shall terminate and be of no further force and effect on the earlier of 5:00
p.m., Los Angeles time, on the Expiration Date or the date on which all of the
Warrants have been exercised, except that the provisions of Sections 6(b) and 11
of this Warrant Certificate shall continue in full force and effect after such
termination date.

          Section .  Governing Law. This Warrant Certificate shall be construed
                     -------------                                             
in accordance with and governed by the laws of the State of California without
regard to principles of conflicts of laws.

          Section .  Modification and Waiver. This Warrant Certificate and any
                     -----------------------                                  
term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.

                                       15
<PAGE>
 
          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed under its corporate seal by its officers thereunto duly authorized
as of the date hereof.


                                    STYLES ON VIDEO, INC.


                                    By:
                                       -------------------------------------
                                    Name:
                                         -----------------------------------
                                    Title:
                                          ----------------------------------

                                       16
<PAGE>
 
                                    ANNEX A
                                    -------

                               FORM OF ASSIGNMENT


          FOR VALUE RECEIVED, __________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
in and to the number of Warrants (as defined in and evidenced by the foregoing
Warrant Certificate) set opposite the name of such assignee below and in and to
the foregoing Warrant Certificate with respect to such Warrants and the Warrant
Shares (as defined in the Warrant Certificate) issuable upon exercisable of such
Warrants.

Name of Assignee               Address              Number of Warrants
----------------               -------              ------------------



          If the aggregate number of such Warrants shall not constitute all the
Warrants evidenced by the foregoing Warrant Certificate, the undersigned
requests that a new Warrant Certificate evidencing the Warrants not so assigned
be issued in the name of and delivered to the undersigned.


                                    Name of
                                    Warrantholder (Print)
                                                         -----------------------

Dated                               (By)
     ---------------------------        ----------------------------------------

[SIGNATURE GUARANTEE]                    ATTEST
(Not Required for Initial
Registered Warrantholder)

                                     -------------------------------------------
                                     Secretary

                                       17
<PAGE>
 
                                    ANNEX B
                                    -------

                          FORM OF ELECTION TO PURCHASE

(To Be Executed by the Warrantholder if the Warrantholder Desires to Exercise
_______ Warrants Evidenced by the foregoing Warrant Certificate)

To Styles on Video, Inc.:

          The undersigned hereby irrevocably elects to exercise Warrants (as
defined in and evidenced by the foregoing Warrant Certificate) for, and to
purchase thereunder, Warrant Shares issuable upon exercise of such Warrants and
payment by the Warrantholder of the Exercise Price.

          The Warrantholder hereby elects to pay the Exercise Price by complying
with clause below.

          A.   the delivery of $___________ in cash and any applicable taxes,
subject to Section 4 of the Warrant Certificate, payable by the undersigned
pursuant to such Warrant Certificate, or

          B.   instructing Styles on Video, Inc. to retain a number of Warrant
Shares (the "Payment Shares") equal to the quotient of the aggregate Exercise
             --------------                                                  
Price of the Warrants hereby exercised divided by the Market Price of such
shares as of the date of exercise, and to deduct the number of Payment Shares
from the Warrant Shares to be delivered.

          The undersigned requests that certificates for such shares be issued
in the name of the following:

                                    PLEASE INSERT SOCIAL SECURITY OR TAX
                                    IDENTIFICATION NUMBER

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

 
---------------------------------
(Please print name and address)


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

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

          If such number of Warrants shall not constitute all the Warrants
evidenced by the foregoing Warrant Certificate, the undersigned requests that a
new Warrant Certificate evidencing the Warrants not so exercised be issued in
the name of and delivered to the following:

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

                                     B-18
<PAGE>
 
                        (Please print name and address)

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

-------------------------------------------------------------------------------
                                        
     Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Warrant Certificate.


Dated                                 Name of
     -------------------------        Warrantholder (Print)
                                                           --------------------
[SIGNATURE GUARANTEE]                 (By)
(Not Required for Initial                 -------------------------------------
Registered Warrantholder)                
                                           (Title)

                                     B-19