<PAGE>   1


                                                                    EXHIBIT 10.4


     NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
     ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
     REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT
     BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
     AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN
     A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SHAREHOLDER
     AGREEMENT DATED AS OF APRIL 15, 1999, AMONG VALUEVISION INTERNATIONAL,
     INC., GE CAPITAL EQUITY INVESTMENTS, INC. AND NATIONAL BROADCASTING
     COMPANY, INC., AS THEREAFTER AMENDED FROM TIME TO TIME.

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


<PAGE>   2



     CORPORATIONS ORGANIZED UNDER THE LAW OF A FOREIGN COUNTRY, AND THEIR
     REPRESENTATIVES. THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST
     AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES,
     LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES
     AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE
     AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF
     SUBSEQUENT CLASSES OR SERIES.



No.      W-3                                                  6,000,000 Warrants
Date of Issuance: November 16, 2000



                         COMMON STOCK PURCHASE WARRANTS

                    Exercisable commencing November 16, 2000
                 Void after Expiration Time (as defined herein)


     ValueVision International, Inc., a Minnesota corporation (the "Company"),
hereby certifies that, for value received, National Broadcasting Company, Inc.,
a Delaware corporation (the "Initial Holder" or "NBC"), or registered assigns
(in either case, the "Warrantholder"), is the owner of six million (6,000,000)
Warrants (as defined below), each of which entitles the Warrantholder to
purchase from the Company one fully paid, duly authorized and nonassessable
share of Common Stock, par value $0.01 per share, of the Company (the "Common
Stock") at any time or from time to time subject to the terms set forth herein,
commencing on November 16, 2000 (the "Issue Date") and continuing up to the
Expiration Time (as defined herein) at a per share exercise price determined
according to the terms and subject to the conditions set forth in this
certificate (the "Warrant Certificate"). The number of shares of Common Stock
issuable upon exercise of each such Warrant and the exercise price per share of
Common Stock are subject to adjustment from time to time pursuant to the
provisions of Sections 8 and 9 of this Warrant Certificate. The Warrants
evidenced by this Warrant Certificate (the "Warrants") are being issued pursuant
to a Warrant Purchase Agreement, dated as of November 16, 2000 (as it may be
amended, supplemented or otherwise modified from time to time, the "Warrant
Purchase Agreement"), by and between the Company and the Initial Holder.

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

          "Affiliate" shall mean, with respect to any Person, any other Person
     that directly or indirectly controls, is controlled by, or is under common
     control with, such Person. As used in this definition, "control" (including
     its correlative meanings,


<PAGE>   3



     "controlled by" and "under common control with") shall mean the possession,
     directly or indirectly, of power to direct or cause the direction of
     management or policies (whether through ownership of securities or
     partnership or other ownership interests, by contract or otherwise).

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

          "Beneficially Own" shall have the meaning set forth in Rule 13d-3
     under the Exchange Act, except that a Person shall be deemed to
     "Beneficially Own" all securities that such Person has a right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time (and without any additional condition), provided that a Person shall
     not be deemed to "Beneficially Own" any shares of Common Stock which are
     issuable upon exercise of any Additional Warrants unless and until such
     Additional Warrants are actually issued and outstanding (at which time such
     Person shall be deemed to Beneficially Own all shares of Common Stock which
     are issuable upon exercise of such Additional Warrants, whether or not they
     are vested or unvested)

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

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

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

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

          "Company" shall have the meaning set forth in the preamble hereto.
<PAGE>   4


                                                                    EXHIBIT 10.4



     "Designated Entity" shall mean Home Shopping Network, Inc., QVC, Inc.,
Shop-At-Home, Inc. or Paxson Communications Corporation and any of their
respective Affiliates.

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

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

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

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

     "Expiration Date" shall mean with respect to any Warrant represented
hereunder, the sixth anniversary of the vesting date (as set forth in Schedule A
hereto).

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

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

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

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

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

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

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

                                       4
<PAGE>   5

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

     "License Agreement" shall mean the Trademark License Agreement dated the
date hereof between NBC and the Company, as it may be amended, supplemented or
otherwise modified from time to time.

     "License Agreement Termination Event" shall mean a termination of the
License Agreement (i) (A) as a result of a material breach of the grant of
License (as defined therein) by NBC such that the Company could reasonably claim
that a rescission of the License had occurred and (B) the failure of NBC to cure
such breach within thirty (30) days after receiving written notice of such
breach from the Company; provided, however, that a termination by NBC pursuant
to Section 9.2(a)(i), (ii), (iii), (iv) and (v), or 9.3 (a), (b) or (c) of the
License Agreement shall not constitute a License Agreement Termination Event
under any circumstances; (ii) by NBC pursuant to Section 9.2(a)(vi) of the
License Agreement; or (iii) by the Company pursuant to Section 9.2(b)(i), (ii),
or (iii) of the License Agreement.

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



                                       5
<PAGE>   6

by the Warrantholder unless the determination of fair market value is more
favorable to such Warrantholder by 5% or more, in which case, all such costs and
expenses shall be borne by the Company.

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

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

     "Organic Change" shall mean, with respect to any Person, any transaction
(including without limitation any recapitalization, capital reorganization or
reclassification of any class or series of Equity Securities, any consolidation
of such Person with, or merger of such Person into, any other Person, any merger
of another Person into such Person (other than a merger which does not result in
a reclassification, conversion, exchange or cancellation of outstanding shares
of capital stock of such Person), and any sale or transfer or lease of all or
substantially all of the assets of such Person, but not including any stock
split, combination or subdivision which is the subject of Section 9.1(b))
pursuant to which any class or series of Equity Securities of such Person is
exchanged for, or converted into the right to receive other securities, cash or
other property.

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

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

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

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

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

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

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



                                       6
<PAGE>   7

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

     "Shareholder Agreement" shall mean the Shareholder Agreement, dated as of
April 15, 1999, among GE Capital, NBC and the Company, as hereafter amended,
restated or supplemented from time to time.

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

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

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

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

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



                                       7
<PAGE>   8

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

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

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

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

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

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

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

     Section 2. Transferability.

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

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

     Section 3. Exchange of Warrant Certificate.



                                       8
<PAGE>   9

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

     Section 4. Term of Warrants; Exercise of Warrants.

     4.1 Vesting and Duration of Warrants. Subject to the terms and conditions
set forth in this Warrant Certificate, the Warrantholder may exercise the
Warrants evidenced hereby, in whole or in part, at any time and from time to
time after the Issue Date and before the Expiration Time of such Warrants;
provided, however, that the number of Warrants which the Warrantholder will be
entitled to exercise on any date will be equal to (a) the sum of the Warrants
vested on or prior to such date pursuant to the vesting schedule attached as
Schedule A hereto minus (b) the sum of (i) the total number of Warrants
previously exercised hereunder and (ii) the total number of Warrants which have
Expired; provided, further, that (X) upon the occurrence of a License Agreement
Termination Event, notwithstanding the vesting schedule set forth in Schedule A
hereto, any unvested Warrants hereunder as of such termination date shall cease
to vest, but any Warrants which have vested prior to such termination date shall
continue to be exercisable, subject to the provisions hereunder, (Y) upon a
Change in Control or termination of the License Agreement by the Company
pursuant to Section 9.2(b)(iv) thereof, notwithstanding the vesting schedule set
forth in Schedule A hereto, any unvested Warrants hereunder shall immediately
vest and become fully exercisable, subject to the provisions hereunder, and (Z)
upon the occurrence of a License Agreement Termination Event, all of the
unexercised Warrants hereunder, whether or not vested, shall terminate and
become void, and all rights hereunder with respect to such Warrants shall
thereupon cease. Any Warrant not exercised by the Expiration Time applicable to
such Warrant shall become void, and all rights hereunder with respect to such
Warrant shall thereupon cease.

     4.2 Exercise of Warrant.

     (a) On the terms and subject to the conditions set forth in this Warrant
Certificate, the Warrantholder may exercise the Warrants evidenced hereby, in
whole or in part, by presentation and surrender to the Company of this Warrant
Certificate together with the attached Election to Exercise (the "Election to
Exercise") duly filled in and signed, and accompanied by payment to the Company
of the Exercise Price for the number of Warrant Shares specified in such
Election to Exercise. Payment of the aggregate Exercise Price (including payment
made pursuant to a purchase under Section 9.3(a) hereof) shall be made (i) in
cash in an amount equal to the aggregate Exercise Price; (ii) by certified or
official



                                       9
<PAGE>   10

bank check in an amount equal to the aggregate Exercise Price; (iii) by the
surrender (which surrender shall be evidenced by cancellation of the number of
Warrants represented by any Warrant certificate presented in connection with a
Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by
one or more relevant Warrant certificates), and without the payment of the
Exercise Price in cash, in return for the delivery to the surrendering holder of
such number of shares of Common Stock equal to the number of shares of Common
Stock for which such Warrant is exercisable as of the date of exercise (if the
Exercise Price were being paid in cash or certified or official bank check)
reduced by that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the aggregate Exercise Price to be paid by (y) the Market Price
of one share of Common Stock on the Business Day which next precedes the day of
exercise of the Warrant; (iv) by the delivery of shares of Common Stock having a
value (as defined by the next sentence) equal to the aggregate Exercise Price to
be paid that are either held by the Holder or are acquired in connection with
such exercise, and without payment of the Exercise Price in cash; or (v) by any
combination of the foregoing. Any share of Common Stock delivered as payment of
the Exercise Price in connection with an In-Kind Exercise (as defined below)
shall be deemed to have a value equal to the Market Price of one share of Common
Stock on the Business Day which next precedes the day of exercise of the
Warrant. An exercise of a Warrant in accordance with clause (iii) is herein
referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance
with clause (iv) is herein referred to as an "In-Kind Exercise."

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

     (c) Each Person in whose name any certificate for Warrant Shares is issued
shall for all purposes be deemed to have become the holder of record of the
Warrant Shares represented thereby on the first date on which both the Warrant
Certificate evidencing the respective Warrants was surrendered, along with a
duly executed Election to Exercise, and payment of the Exercise Price and any
applicable taxes was made, irrespective of date of issue or delivery of such
certificate.



                                       10
<PAGE>   11

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

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

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

     Section 5. Payment of Taxes.

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

     Section 6. Mutilated or Missing Warrant.

     If any Warrant Certificate is lost, stolen, mutilated or destroyed, the
Company shall issue in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, upon receipt of a proper
affidavit or other evidence reasonably satisfactory to the Company (and
surrender of any mutilated Warrant Certificate) and indemnity in form and amount
reasonably satisfactory to the Company in each instance protecting the Company,
a new Warrant Certificate of like tenor and representing an equivalent number of
Warrants as the Warrant Certificate so lost, stolen, mutilated or destroyed. Any
such new Warrant Certificate shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or
destroyed Warrant Certificate shall be at any time enforceable by anyone. An
applicant for such substitute Warrant Certificate shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Company may prescribe. All Warrant Certificates shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to
the replacement of lost, stolen, mutilated or destroyed Warrant Certificates,
and shall preclude any and all other



                                       11
<PAGE>   12

rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

     Section 7. Reservation of Shares.

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

     Section 8. Exercise Price.

     The price per share (the "Exercise Price") at which Warrant Shares shall be
purchasable upon the exercise of the Warrants evidenced by this Warrant
Certificate shall be $17.375, subject to adjustment pursuant to Section 9
hereof.

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

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

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

     (a) Stock Dividends. In case the Company shall, after the Issue Date, pay a
dividend or make a distribution on its Common Stock or on any other class or
series of capital stock of the Company which dividend or distribution includes
or is convertible (without the payment of any consideration other than surrender
of such



                                       12
<PAGE>   13

convertible security) into Common Stock, the Exercise Price in effect at the
opening of business on the day following the date fixed for determination of the
holders of Common Stock or capital stock entitled to such payment or
distribution (the "Record Date") shall be reduced by multiplying such Exercise
Price by a fraction of which (A) the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the Record Date and (B) the
denominator shall be the sum of such number of shares and the total number of
shares constituting or included in such dividend or other distribution (or in
the case of a dividend consisting of securities convertible into Common Stock,
the number of shares of Common Stock into which such securities are
convertible), such reduction to become effective immediately after the opening
of business on the day following the Record Date; provided, however, that if any
such dividend or distribution is rescinded and not paid, then the Exercise Price
shall, as of the date when it is determined that such dividend or distribution
price will be rescinded, revert back to the Exercise Price in effect prior to
the adjustment made pursuant to this paragraph.

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

     (c) Issuances Below Market. In case the Company shall issue or sell (a)
Common Stock, (b) rights, warrants or options entitling the holders thereof to
subscribe for or purchase shares of Common Stock or (c) any security convertible
into Common Stock, in each case at a price, or having an exercise or conversion
price, per share less than the then-current Market Price per share of Common
Stock on (x) the date of such issuance or sale or (y) in the case of a dividend
or distribution of such rights, warrants, options or convertible securities to
the holders of Common Stock, the date fixed for determination of the holders of
such Common Stock entitled to such dividend or distribution (the date specified
in clause (x) or (y) being the "Relevant Date") (excluding any issuance for
which an appropriate and full adjustment has been made pursuant to Section
9.1(a)), the Exercise Price shall be reduced by multiplying the Exercise Price
by a fraction of which (A) the numerator shall be the number of shares of Common
Stock outstanding at the open of business on the Relevant Date plus the number
of shares of Common Stock which the aggregate consideration received or
receivable (I) for the total number of shares of Common Stock, rights, warrants
or options or convertible securities so issued or sold, and (II) upon the



                                       13
<PAGE>   14

exercise or conversion of all such rights, warrants, options or securities,
would purchase at the then-current Market Price per share of Common Stock and
(B) the denominator shall be the number of shares of Common Stock outstanding at
the close of business on the Relevant Date plus (without duplication) the number
of shares of Common Stock subject to all such rights, warrants, options and
convertible securities, such reduction of the Exercise Price to be effective at
the opening of business on the day following the Relevant Date; provided,
however, that if any such dividend or distribution is rescinded and not paid,
then the Exercise Price shall, as of the date when it is determined that such
dividend or distribution will be rescinded, revert back to the Exercise Price in
effect prior to the adjustment made pursuant to this paragraph. The issuance of
any shares of Common Stock or other rights, warrants, options or convertible
securities pursuant to (a) any restricted stock or stock option plan or program
of the Company involving the grant of options or rights solely to officers,
directors, employees and/or consultants of the Company or its Subsidiaries at
below the then-current Market Price per share of Common Stock (provided, that
any such options or rights were initially granted with an exercise or conversion
price of not less than 85% of the then-current Market Price per share of Common
Stock), (b) any option, warrant, right, or convertible security outstanding as
of the date hereof,(c) the terms of a firmly committed bona fide underwritten
public offering, or (d) any merger, acquisition, consolidation, or similar
transaction, shall not be deemed to constitute an issuance or sale to which this
Section 9.1(c) applies. Upon the expiration unexercised of any rights, warrants,
options or rights to convert any convertible securities for which an adjustment
has been made pursuant to this Section 9.1(c), the adjustments shall forthwith
be reversed to effect such rate of conversion as would have been in effect at
the time of such expiration or termination had such rights, warrants, options or
rights to convertible securities, to the extent outstanding immediately prior to
such expiration or termination, never been issued.

     (d) Special Dividends. Subject to the last sentence of this paragraph (d),
in case the Company shall, by dividend or otherwise, distribute to all holders
of its Common Stock evidences of its indebtedness, shares of any class or series
of capital stock, cash or assets (including securities, but excluding any shares
of Common Stock, rights, warrants, options or convertible securities for which
an appropriate and full adjustment has been made pursuant to paragraph (a) or
(c) above), the Exercise Price in effect on the day immediately preceding the
date fixed for the payment of such distribution (the date fixed for payment
being referred to as the "Reference Date") shall be reduced by multiplying such
Exercise Price by a fraction of which the numerator shall be the current Market
Price per share of the Common Stock on the Reference Date less the fair market
value (as determined in good faith by the Board of Directors, whose
determination shall be mailed to the holders of the Warrants) on the Reference
Date of the portion of the evidences of indebtedness, shares of capital stock,
cash and assets so distributed applicable to one share of Common Stock, and the
denominator shall be such current Market Price per share of the Common Stock,
such reduction to become effective immediately prior to the opening of business
on



                                       14
<PAGE>   15

the day following the Reference Date; provided, however, that if such dividend
or distribution is rescinded and not paid, then the Exercise Price shall, as of
the date when it is determined that such dividend or distribution will be
rescinded, revert back to the Exercise Price in effect prior to the adjustment
made pursuant to this paragraph. If the Board of Directors determines the fair
market value of any distribution for purposes of this paragraph (d) by reference
to the actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider, to the extent possible, the prices
in such market over the same period used in computing the current Market Price
per share of Common Stock pursuant to this Section 9.1. Notwithstanding the
foregoing, if the holders of a majority of the outstanding unexercised and
un-Expired Warrants (whether or not vested) shall dispute the fair market
determination of the Board of Directors, an Independent Expert shall be selected
to determine the fair market value of the Common Stock as of the Reference Date,
and such Independent Expert's determination shall be final, binding and
conclusive. All costs and expenses of such Independent Expert shall be borne by
the holders of the then outstanding unexercised and un-Expired Warrants (whether
or not vested) unless the determination of fair market value is more favorable
to such holders by 5% or more, in which case, all such costs and expenses shall
be borne by the Company. For purposes of this paragraph (d), any dividend or
distribution that also includes shares of Common Stock or rights, warrants or
options to subscribe for or purchase shares of Common Stock shall be deemed to
be (1) a dividend or distribution of the evidences of indebtedness, cash, assets
or shares of capital stock other than such shares of Common Stock or rights,
warrants, options or convertible securities (making any Exercise Price reduction
required by this subparagraph (d)) immediately followed by (2) a dividend or
distribution of such shares of Common Stock or such rights, warrants, options or
convertible securities (making any further Exercise Price reduction required by
subparagraph (a) or (c) of this Section 9.1), except (A) the Reference Date of
such dividend or distribution as defined in this subparagraph (d) shall be
substituted as "the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution" and the "Relevant Date" within the
meaning of subparagraphs (a) and (c) of this Section 9.1 and (B) any shares of
Common Stock included in such dividend or distribution shall not be deemed
"outstanding at the close of business on the date fixed for such determination"
within the meaning of subparagraph (a) of this Section 9.1).

     (e) Minimum Adjustment Requirement. No adjustment shall be required unless
such adjustment would result in an increase or decrease of at least 1% in the
Exercise Price then subject to adjustment; provided, however, that any
adjustments that are not made by reason of this Section 9.1(e) shall be carried
forward and taken into account in any subsequent adjustment. In case the Company
shall at any time issue shares of Common Stock by way of dividend on any stock
of the Company or subdivide or combine the outstanding shares of Common Stock,
said 1% specified in the preceding sentence (as theretofore increased or
decreased, if said amount shall have been adjusted in accordance with the
provisions of this Section 9.1(e)) shall



                                       15
<PAGE>   16

forthwith be proportionately increased in the case of such a combination or
decreased in the case of such a subdivision or stock dividend so as
appropriately to reflect the same. No adjustment to the Exercise Price shall be
required if the holders of the outstanding unexercised and unissued Warrants
(whether or not vested) receive the dividend or distribution giving rise to such
adjustment in respect of each such Warrant.

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

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

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

     (i) Certificate. Whenever an adjustment in the Exercise Price is made as
required or permitted by the provisions of this Section 9.1, the Company shall
promptly file a certificate of its chief financial officer setting forth (A) the
adjusted Exercise Price as provided in this Section 9.1 and a brief statement of
the facts



                                       16
<PAGE>   17

requiring such adjustment and the computation thereof and (B) the number of
shares of Common Stock (or portions thereof) purchasable upon exercise of a
Warrant after such adjustment in the Exercise Price in accordance with Section
9.2 hereof and the record date therefor, and promptly after such filing shall
mail or cause to be mailed a notice of such adjustment to each Warrantholder at
his or her last address as the same appears on the Warrant Register. Such
certificate, in the absence of manifest error, shall be conclusive and final
evidence of the correctness of such adjustment. The Company shall be entitled to
rely upon such certificate, and shall be under no duty or responsibility with
respect to any such certificate except to exhibit the same to any Warrantholder
desiring inspection thereof.

     (j) Notice. In case:

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

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

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

         (iv) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

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

                                       17
<PAGE>   18

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

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

     9.2 Adjustments to Number of Warrant Shares.

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

     9.3 Organic Change.

     (a) Company Survives. Upon the consummation of an Organic Change (other
than a transaction in which the Company is not the surviving entity), lawful
provision shall be made as part of the terms of such transaction whereby the
terms of the Warrant Certificates shall be modified, without payment of any
additional consideration therefor, so as to provide that upon exercise of
Warrants following the consummation of such Organic Change, the Warrantholder
shall have the right to purchase for the Exercise Price the kind and amount of
securities, cash and other property receivable upon such Organic Change by a
holder of the number of Warrant Shares into which such Warrants might have been
exercised immediately prior to such Organic Change. Lawful provision also shall
be made as part of the terms of the Organic Change so that all other terms of
the Warrant Certificates shall remain in full force and effect following such an
Organic Change. The provisions of this Section 9.3(a) shall similarly apply to
successive Organic Changes.



                                       18
<PAGE>   19

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

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

     Section 10. Fractional Interests.

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

     Section 11. No Rights as Shareholder.

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

     Section 12. Cooperation; Validity of Warrant.

     The Company shall use its reasonable best efforts to obtain all such
authorizations, exemptions or consents from any Governmental Entity having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant. In addition, upon the request of Warrantholder,
the Company will at any time



                                       19
<PAGE>   20

during the period this Warrant is outstanding acknowledge in writing, in form
satisfactory to Warrantholder, the continuing validity of this Warrant and the
obligations of the Company hereunder.

     Section 13. Listing on Nasdaq or Securities Exchange.

     The Company shall list any shares of Common Stock issuable upon exercise of
the Warrants evidenced by this Warrant Certificate in accordance with and as
required by Section 5(l) of the Registration Rights Agreement dated as of April
15, 1999 by and among the Company, NBC and GE Capital, as amended from time to
time thereafter.

     Section 14. Covenant Regarding Consent.

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

     Section 15. Limitation on Liability.

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

     Section 16. Nonwaiver and Expenses.

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

     Section 17. Amendment.

     This Warrant and all other Warrants issued hereunder may be modified or
amended or the provisions hereof waived with the written consent of the Company
and holders of Warrants exercisable for in excess of 50% of the aggregate number
of shares of Common Stock then receivable upon exercise of all Warrants whether
or not then exercisable; provided that no such Warrant may be modified or
amended in a manner which is materially adverse to the Initial Holder or any of
its successors or assigns, so long as such



                                       20
<PAGE>   21

Person holds any Warrants or Warrant Shares, without the prior written consent
of such Person.

     Section 18. Successors.

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

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

     The validity, construction and performance of this Warrant Certificate
shall be governed by and interpreted in accordance with, the laws of New York.
The parties hereto agree that the appropriate forum for any disputes arising out
of this Warrant Certificate solely between or among any or all of the Company,
on the one hand, and the Initial Holder and/or any Person who has become a
Warrantholder, on the other, shall be any state or U.S. federal court sitting
within the County of New York, New York or County of Hennepin, Minnesota, and
the parties hereto irrevocably consent to the jurisdiction of such courts, and
agree to comply with all requirements necessary to give such courts
jurisdiction. The parties hereto further agree that the parties will not bring
suit with respect to any disputes, except as expressly set forth below, arising
out of this Warrant Certificate for the execution or enforcement of judgment, in
any jurisdiction other than the above specified courts. Each of the parties
hereto irrevocably consents to the service of process in any action or
proceeding hereunder by the mailing of copies thereof by registered or certified
airmail, postage prepaid, if to (i) the Company, at ValueVision International,
Inc., 6740 Shady Oak Road, Eden Prairie, MN 55344-3433, Attention: General
Counsel, Fax: (612) 947-0188, or at such other address specified by the Company
in writing to the other parties, with a copy to Faegre & Benson LLP, 2200 Wells
Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, Attention:
Andrew G. Humphrey, Fax: (612) 336-3026 and (ii) any Warrantholder, at the
address of such Warrantholder specified in the Warrant Register. The foregoing
shall not limit the rights of any party hereto to serve process in an other
manner permitted by the law or to obtain execution of judgment in any other
jurisdiction. The parties further agree, to the extent permitted by law, that
final and unappealable judgment against any of them in any action or proceeding
contemplated above shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a
certified or exemplified copy of which shall be conclusive evidence of the fact
and the amount of indebtedness. The parties agree to waive any and all rights
that they may have to a jury trial with respect to disputes arising out of this
Agreement.

     Section 20. Enforcement.



                                       21
<PAGE>   22

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

     Section 21. Benefits of this Agreement.

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


                                       22
<PAGE>   23


                                                               Branding Warrants

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of the date first written above.

                                    VALUEVISION INTERNATIONAL, INC.



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


<PAGE>   24




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


To [___________________]:

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

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

     [  ] exchange of _____ Warrants for ____ Warrant Shares; and/or

     [  ] exchange of _____ shares of Common Stock for ______ Warrant Shares;
          or

     [  ] cash or a certified or official bank check in the amount of $______
          and/or ___ shares of Common Stock, to be exchanged for one (1) Warrant
          Share, such Warrant Shares then to be exchanged for such number of
          Warrant Shares as are exchangeable pursuant to an In-Kind Exercise
          (such In-Kind Exercises to be repeated until the undersigned shall be
          entitled to receive ____ Warrant Shares).

     For a total Exercise Price of $_________.

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


<PAGE>   25






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

Name:
           -------------------------------------------------------------------

Address:
           -------------------------------------------------------------------


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


Soc. Sec. #:

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

                          Signature:**
                                        --------------------------------------


_________

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

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


<PAGE>   26






                                 ASSIGNMENT FORM

                 (To be signed only upon assignment of Warrant)

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________


________________________________________________________________________________
          (Name and Address of Assignee must be Printed or Typewritten)

Warrants to purchase ____ Warrant Shares of the Company, evidenced by the within
Warrant Certificate hereby irrevocably constituting and appointing _____________
Attorney to transfer said Warrants on the books of the Company,
with full power of substitution in the premises.

Dated: _____________, ____

                                      __________________________________________
                                      Signature of Registered Holder*


                                      __________________________________________
Signature Guaranteed:                 Signature of Guarantor

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


<PAGE>   27





                                   SCHEDULE A

                               SCHEDULE OF VESTING
<TABLE>
<CAPTION>

Date                                                 Warrants Vesting on Date
------                                               ------------------------
<S>                                                          <C>
November 16, 2000                                            2,000,000
November 16, 2001                                            2,000,000
November 16, 2002                                            2,000,000
</TABLE>