The security represented by this certificate was originally issued on
          December 23, 1996, and has not been registered under the Securities
          Act of 1933, as amended. The transfer of such security is subject to
          the conditions specified in the Purchase Agreement, dated as of
          December 23, 1996 (as amended and modified from time to time), between
          the issuer hereof (the "Company") and the initial holder hereof, and
          the Company reserves the right to refuse the transfer of such security
          until such conditions have been fulfilled with respect to such
          transfer. Upon written request, a copy of such conditions shall be
          furnished by the Company to the holder hereof without charge.

                                ZYTEC CORPORATION

                             STOCK PURCHASE WARRANT
                             ----------------------


Date of Issuance: December 23, 1996                          Certificate No. W-1


          This Warrant is being issued simultaneously with the issuance of the
Company's 7 1/2% Convertible Subordinated Promissory Note in the principal
amount of $12,000,000 (the "Note") pursuant to the Note and Warrant Purchase
Agreement dated as of December 23, 1996 (the "Purchase Agreement"), between
Zytec Corporation, a Minnesota corporation (the "Company"), and BMO Nesbitt
Burns Capital (U.S.), Inc., a Delaware corporation (the "Purchaser").

          For value received, the Company hereby grants to the Purchaser or its
registered assigns (the "Registered Holder") the right to purchase from the
Company after an Optional Repayment of any portion of the principal amount of
the Note a number of shares of the Company's Warrant Stock equal to the
aggregate number of shares of Warrant Stock into which the Repaid Notes were
convertible as of the date of the Optional Repayment thereof at a price per
share equal to $13.68 (such price as adjusted and readjusted from time to time
in accordance with Section 2 hereof, the "Exercise Price").

          Certain capitalized terms used herein are defined in Section 5 hereof.
The amount and kind of securities obtainable pursuant to the rights granted
hereunder and the purchase price for such securities are subject to adjustment
pursuant to the provisions contained in this Warrant.

          For income tax purposes, the value of this Warrant as of the date
hereof is $1,000.

          This Warrant is subject to the following provisions:

          Section 1.  Exercise of Warrant.
                      -------------------

          1A.  (i)    Exercise Period.  Upon the occurrence of an Exercise
                      ---------------
Event, the Registered Holder may exercise, in whole or in part (but not as to a
fractional share of Warrant Stock), the purchase rights represented by this
Warrant provided that all of such shares of Warrant Stock are (or are expected
to be) distributed, disposed of, sold or canceled in connection with such
Exercise Event at any time on and after:

          (1)  an Optional Repayment of the portion of the Note to which such
               rights relate prior to the completion by the Company of a
               Qualified Offering; or

          (2)  an Optional Repayment of the portion of Note to which such rights
               relate at a time after the completion of a Qualified Offering if
               the Company has not authorized the issuance of a separate class
               of non-voting common stock into which the Note would be
               convertible and which would be convertible (subject to regulatory
               restrictions) on a share-for-share basis into the Company's
               voting common stock;

to and including the earlier of (A) the Scheduled Repayment Date or (B) the date
30 days after the holder of the Warrant has received notice that the Company has
(x) completed a Qualified Offering, if such Qualified Offering had not been
completed prior to the date of the Optional Repayment and (y) authorized the
issuance of a separate class of non-voting common stock into which the Note
would be convertible and which would be convertible (subject to regulatory
restrictions) on a share-for-share basis into the Company's voting common stock
(the "Exercise Period"). The Company shall give the Registered Holder written
notice of the expiration of the Exercise Period at least 30 days but not more
than 90 days prior to the end of the Exercise Period.

               (ii)   Exercise Event.  For purposes of this paragraph 1A, an
                      --------------
Exercise Event" shall mean (a) any public offering or public sale of securities
of the Company (including a public offering registered under the Securities Act
of 1933 and a public sale pursuant to Rule 144 of the Securities and Exchange
Commission or any similar rule then in force), (b) any sale or transfer of
securities of the Company to a Person or group of Persons (within the meaning of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) if, after such
sale or transfer, such Person or group of Persons in the aggregate would own or
control securities of the Company which possess in the aggregate the ordinary
voting power to elect a majority of the Company's directors (provided that such
sale has been approved by the Company's Board of Directors or a committee
thereof), (c) any sale or transfer of securities of the Company to a Person or
group of Persons (within the meaning of the 1934 Act) if, after such sale or
transfer, such Person or group of Persons in the aggregate would own or control
securities of the Company (excluding any Warrant Stock being disposed of in
connection with such Exercise Event) which possess in the aggregate the ordinary
voting power to elect a majority of the Company's directors, (d) any sale or
transfer of securities of the Company to a Person or group of Persons (within
the meaning of the 1934 Act) if, after such sale or transfer, such Person or
group of Persons would not, in the aggregate, own, control or have the right to
acquire more than two percent (2%) of the outstanding securities of any class of
voting securities of the Company, (e) a merger, consolidation or similar
transaction involving the Company if, after such transaction, a Person or group
of Persons (within the meaning of the 1934 Act) in the aggregate would own or
control securities which possess in the aggregate the ordinary voting power to
elect a majority of the surviving corporation's directors (provided that the
transaction has been approved by the Company's Board of Directors or a committee
thereof) and (f) any liquidation, dissolution or winding up of the Company.

               (iii) The Registered Holder shall be entitled to exercise all or
any portion of the Warrant in connection with any Exercise Event if such holder
reasonably believes that such Exercise Event shall be consummated, and a written
request for exercise from the Registered Holder to the Company stating such
holder's reasonable belief that an Exercise Event shall occur shall be
conclusive and shall require the Company to effect such exercise in a timely
manner so as to enable such holder to participate in such Exercise Event. If any
portion of the Warrant is exercised for shares of Warrant Stock in connection
with an Exercise Event and such shares of Warrant Stock are not actually
distributed, disposed of, sold or canceled pursuant to such Exercise Event, such
shares of Warrant Stock shall be promptly converted back into the portion of the
Warrant so exercised.

          1B.  Exercise Procedure.
               ------------------

          (i) This Warrant shall be deemed to have been exercised when the
Company has received all of the following items (the "Exercise Time"):

          (a) a completed Exercise Agreement, as described in paragraph 1C
     below, executed by the Person exercising all or part of the purchase rights
     represented by this Warrant (the "Purchaser");

          (b)    this Warrant;

          (c)    if this Warrant is not registered in the name of the Purchaser,
     an Assignment or Assignments in the form set forth in Exhibit II hereto
                                                           ----------
     evidencing the assignment of this Warrant to the Purchaser, in which case
     the Registered Holder shall have complied with the provisions set forth in
     Section 7 hereof; and

          (d) either (1) a check payable to the Company in an amount equal to
     the product of the Exercise Price multiplied by the number of shares of
     Warrant Stock being purchased upon such exercise (the "Aggregate Exercise
     Price") or (2) a written notice to the Company that the Purchaser is
     exercising the Warrant (or a portion thereof) by authorizing the Company to
     withhold from issuance a number of shares of Warrant Stock issuable upon
     such exercise of the Warrant which when multiplied by the Market Price of
     the Common Stock is equal to the Aggregate Exercise Price (and such
     withheld shares shall no longer be issuable under this Warrant).

          (ii) Certificates for shares of Warrant Stock purchased upon exercise
of this Warrant shall be delivered by the Company to the Purchaser within five
business days after the date of the Exercise Time. Unless this Warrant has
expired or all of the purchase rights represented hereby have been exercised,
the Company shall prepare a new Warrant, substantially identical hereto,
representing the rights formerly represented by this Warrant which have not
expired or been exercised and shall, within such five-day period, deliver such
new Warrant to the Person designated for delivery in the Exercise Agreement.

          (iii) The Warrant Stock issuable upon the exercise of this Warrant
shall be deemed to have been issued to the Purchaser at the Exercise Time, and
the Purchaser shall be deemed for all purposes to have become the record holder
of such Warrant Stock at the Exercise Time.

          (iv) The issuance of certificates for shares of Warrant Stock upon
exercise of this Warrant shall be made without charge to the Registered Holder
or the Purchaser for any issuance tax in respect thereof or other cost incurred
by the Company in connection with such exercise and the related issuance of
shares of Warrant Stock. Each share of Warrant Stock issuable upon exercise of
this Warrant shall, upon payment of the Exercise Price therefor, be fully paid
and nonassessable and free from all liens and charges with respect to the
issuance thereof.

          (v) The Company shall not close its books against the transfer of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant. The Company shall from time to time take all such action as may be
necessary to assure that the par value per share of the unissued Warrant Stock
acquirable upon exercise of this Warrant is at all times equal to or less than
the Exercise Price then in effect.

          (vi) The Company shall assist and cooperate with any Registered Holder
or Purchaser required to make any governmental filings or obtain any
governmental approvals prior to or in connection with any exercise of this
Warrant (including, without limitation, making any filings required to be made
by the Company).

          (vii) Notwithstanding any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection with a registered public
offering or the sale of the Company, the exercise of any portion of this Warrant
may, at the election of the holder hereof, be conditioned upon the consummation
of the public offering or sale of the Company in which case such exercise shall
not be deemed to be effective until the consummation of such transaction.

               (viii) The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Warrant Stock solely for the
purpose of issuance upon the exercise of the Warrants, such number of shares of
Warrant Stock issuable upon the exercise of all outstanding Warrants. All shares
of Warrant Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges.
The Company shall take all such actions as may be necessary to assure that all
such shares of Warrant Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Common Stock may be listed (except for
official notice of issuance which shall be immediately delivered by the Company
upon each such issuance). The Company shall not take any action which would
cause the number of authorized but unissued shares of Warrant Stock to be less
than the number of such shares required to be reserved hereunder for issuance
upon exercise of the Warrant.

          1C.  Exercise Agreement.  Upon any exercise of this Warrant, the
               ------------------
Exercise Agreement shall be substantially in the form set forth in Exhibit I
                                                                   ---------
hereto, except that if the shares of Warrant Stock are not to be issued in the
name of the Person in whose name this Warrant is registered, the Exercise
Agreement shall also state the name of the Person to whom the certificates for
the shares of Warrant Stock are to be issued, and if the number of shares of
Warrant Stock to be issued does not include all the shares of Warrant Stock
purchasable hereunder, it shall also state the name of the Person to whom a new
Warrant for the unexercised portion of the rights hereunder is to be delivered.
Such Exercise Agreement shall be dated the actual date of execution thereof.

          1D.  Fractional Shares.  If a fractional share of Warrant Stock would,
               -----------------
but for the provisions of paragraph 1A, be issuable upon exercise of the rights
represented by this Warrant, the Company shall, within five business days after
the date of the Exercise Time, deliver to the Purchaser a check payable to the
Purchaser in lieu of such fractional share in an amount equal to the difference
between the Market Price of such fractional share as of the date of the Exercise
Time and the Exercise Price of such fractional share.

          Section 2.  Adjustment of Exercise Price and Number of Shares.  In
                      -------------------------------------------------
order to prevent dilution of the rights granted under this Warrant, the Exercise
Price shall be subject to adjustment from time to time as provided in this
Section 2, and the number of shares of Warrant Stock obtainable upon exercise of
this Warrant shall be subject to adjustment from time to time as provided in
this Section 2.

     2A.  Adjustment of Exercise Price and Number of Shares upon Issuance of
          ------------------------------------------------------------------
Common Stock.
-------------

          (i) If and whenever on or after the Date of Issuance of this Warrant
the Company issues or sells, or in accordance with paragraph 2B is deemed to
have issued or sold, any shares of Common Stock for a consideration per share
less than the Exercise Price in effect immediately prior to such time, then
immediately upon such issue or sale the Exercise Price shall be reduced to the
Exercise Price determined by dividing:

     (A)  the sum of (x) the product derived by multiplying the Exercise Price
          in effect immediately prior to such issue or sale times the number of
          shares of Common Stock Deemed Outstanding immediately prior to such
          issue or sale, plus (y) the consideration, if any, received by the
          Company upon such issue or sale, by

     (B)  the number of shares of Common Stock Deemed Outstanding immediately
          after such issue or sale.

Upon each such adjustment of the Exercise Price hereunder, the number of shares
of Warrant Stock acquirable upon exercise of this Warrant shall be adjusted to
the number of shares determined by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Warrant Stock
acquirable upon exercise of this Warrant immediately prior to such adjustment
and dividing the product thereof by the Exercise Price resulting from such
adjustment.

          2B.  Effect on Exercise Price of Certain Events.  For purposes of
               ------------------------------------------
determining the adjusted Exercise Price under paragraph 2A, the following shall
be applicable:

          (i)    Issuance of Rights or Options.  If the Company in any manner
                 -----------------------------
grants or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Options, is less than
the Exercise Price in effect immediately prior to the time of the granting or
sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options, or upon conversion or exchange of
the total maximum amount of such Convertible Securities issuable upon the
exercise of such Options, shall be deemed to be outstanding and to have been
issued and sold by the Company at such time for such price per share. For
purposes of this paragraph, the "price per share for which Common Stock is
issuable upon exercise of such Options or upon conversion or exchange of such
Convertible Securities" is determined by dividing (A) the total amount, if any,
received or receivable by the Company as consideration for the granting or sale
of such Options, plus the minimum aggregate amount of additional consideration
payable to the Company upon the exercise of all such Options, plus in the case
of such Options which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the
issuance or sale of such Convertible Securities and the conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock issuable upon
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further
adjustment of the Exercise Price shall be made upon the actual issuance of such
Common Stock or of such Convertible Securities upon the exercise of such Options
or upon the actual issuance of such Common Stock upon conversion or exchange of
such Convertible Securities. Notwithstanding the foregoing, no adjustment of the
Exercise Price shall be made pursuant to this Section 2 as a result of (w) the
granting of stock options under qualified stock options plans approved by the
Board of Directors of the Company, at exercise prices not less than the fair
market value of the Common Stock at the date of grant, (x) the issuance of
Common Stock upon the exercise of such stock options, or (y) the issuance of
Common Stock pursuant to the Company's Employee Stock Purchase Plan or (z) the
issuance of Common Stock to non-employee directors pursuant to the Company's
director stock grant program.

          (ii)   Issuance of Convertible Securities.  If the Company in any
                 ----------------------------------
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less than
the Exercise Price in effect immediately prior to the time of such issue or
sale, then the maximum number of shares of Common Stock issuable upon conversion
or exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Company at such time for such price per
share. For the purposes of this paragraph, the "price per share for which Common
Stock is issuable upon conversion or exchange thereof" is determined by dividing
(A) 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 (B) the total maximum number of shares of
Common Stock issuable upon the conversion or exchange of all such Convertible
Securities. No further adjustment of the Exercise Price shall be made upon the
actual issue of such Common Stock upon conversion or exchange of such
Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Exercise Price had been or are to be made pursuant to other provisions of this
paragraph 2B, no further adjustment of the Exercise Price shall be made by
reason of such issue or sale.

          (iii)  Change in Option Price or Conversion Rate.  If the purchase
                 -----------------------------------------
price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exchangeable
for Common Stock changes at any time, the Exercise Price in effect at the time
of such change shall be adjusted immediately to the Exercise Price which would
have been in effect at such time had such Options or Convertible Securities
still outstanding provided for such changed purchase price, additional
consideration or changed conversion rate, as the case may be, at the time
initially granted, issued or sold and the number of shares of Non-Voting Common
issuable hereunder shall be correspondingly adjusted; provided that if such
adjustment would result in an increase of the Exercise Price then in effect,
such adjustment shall not be effective until 30 days after written notice
thereof has been given by the Company to all holders of the Warrants. For
purposes of this paragraph 2B, if the terms of any Option or Convertible
Security which was outstanding as of the date of issuance of this Warrant are
changed in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change; provided that no such change shall at any time cause
the Exercise Price hereunder to be increased.

          (iv)   Treatment of Expired Options and Unexercised Convertible
                 --------------------------------------------------------
Securities.  Upon the expiration of any Option or the termination of any right
- ----------
to convert or exchange any Convertible Securities without the exercise of such
Option or right, the Exercise Price then in effect and the number of shares of
Warrant Stock acquirable hereunder shall be adjusted immediately to the Exercise
Price and the number of shares which would have been in effect at the time of
such expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued; provided that if such expiration or termination would result in an
increase in the Exercise Price then in effect, such increase shall not be
effective until 30 days after written notice thereof has been given to all
holders of the Warrants. For purposes of this paragraph 2B, the expiration or
termination of any Option or Convertible Security which was outstanding as of
the date of issuance of this Warrant shall not cause the Exercise Price
hereunder to be adjusted unless, and only to the extent that, a change in the
terms of such Option or Convertible Security caused it to be deemed to have been
issued after the date of issuance of this Warrant.

          (v)    Calculation of Consideration Received.  If any Common Stock,
                 -------------------------------------
Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor shall be deemed to
be the net amount received by the Company therefor. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of the consideration other than cash received by the
Company shall be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of consideration
received by the Company shall be the Market Price thereof as of the date of
receipt. In case any Common Stock, Options or Convertible Securities are issued
to the owners of the non-surviving entity in connection with any merger in which
the Company is the surviving entity the amount of consideration therefor shall
be deemed to be the fair value of such portion of the net assets and business of
the non-surviving entity as is attributable to such Common Stock, Options or
Convertible Securities, as the case may be. The fair value of any consideration
other than cash or securities shall be determined jointly by the Company and the
Registered Holders of Warrants representing a majority of the shares of Warrant
Stock obtainable upon exercise of such Warrants. If such parties are unable to
reach agreement within a reasonable period of time, such fair value shall be
determined by an appraiser jointly selected by the Company and the Registered
Holders of Warrants representing a majority of the shares of Warrant Stock
obtainable upon exercise of such Warrants. The determination of such appraiser
shall be final and binding on the Company and the Registered Holders of the
Warrants, and the fees and expenses of such appraiser shall be paid by the
Company.

          (vi)   Integrated Transactions.  In case any Option is issued in
                 -----------------------
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options shall be deemed to
have been issued without consideration.

          (vii)  Treasury Shares.  The number of shares of Common Stock
                 ---------------
outstanding at any given time does not include shares owned or held by or for
the account of the Company or any Subsidiary, and the disposition of any shares
so owned or held shall be considered an issue or sale of Common Stock.

          (viii) Record Date.  If the Company takes a record of the holders of
                 -----------
Common Stock for the purpose of entitling them (A) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (B) to subscribe for or purchase Common Stock, Options 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 of subscription or purchase, as the case may
be.

          2C.  Subdivision or Combination of Common Stock.  If the Company at
               ------------------------------------------
any time subdivides (by any stock split, stock dividend or otherwise) one or
more classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
be proportionately reduced and the number of shares of Warrant Stock obtainable
upon exercise of this Warrant shall be proportionately increased. If the Company
at any time combines (by reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of shares of Warrant Stock obtainable
upon exercise of this Warrant shall be proportionately decreased.

          2D.  Reorganization, Reclassification, Consolidation, Merger or Sale.
               ---------------------------------------------------------------
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets or other transaction,
which in each case is effected in such a way that the holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as an "Organic Change." Prior to the consummation of any Organic
Change, the Company shall make appropriate provision (in form and substance
satisfactory to the Registered Holders of the Warrants representing a majority
of the Warrant Stock obtainable upon exercise of all Warrants then outstanding)
to insure that each of the Registered Holders of the Warrants shall thereafter
have the right to acquire and receive, in lieu of or addition to (as the case
may be) the shares of Warrant Stock immediately theretofore acquirable and
receivable upon the exercise of such holder's Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Warrant Stock immediately theretofore acquirable and
receivable upon exercise of such holder's Warrant had such Organic Change not
taken place. In any such case, the Company shall make appropriate provision (in
form and substance satisfactory to the Registered Holders of the Warrants
representing a majority of the Warrant Stock obtainable upon exercise of all
Warrants then outstanding) with respect to such holders' rights and interests to
insure that the provisions of this Section 2 and Sections 3 and 4 hereof shall
thereafter be applicable to the Warrants. The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity (if other than the Company) resulting from consolidation or
merger or the entity purchasing such assets assumes by written instrument (in
form and substance satisfactory to the Registered Holders of Warrants
representing a majority of the Warrant Stock obtainable upon exercise of all of
the Warrants then outstanding), the obligation to deliver to each such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.

          2E.  Certain Events.  If any event occurs of the type contemplated by
               --------------
the provisions of this Section 2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company's board of directors shall make an appropriate adjustment in the
Exercise Price and the number of shares of Warrant Stock obtainable upon
exercise of this Warrant so as to protect the rights of the holders of the
Warrants; provided that no such adjustment shall increase the Exercise Price or
decrease the number of shares of Warrant Stock obtainable as otherwise
determined pursuant to this Section 2.

          2F.  Notices.
               -------

          (i) Immediately upon any adjustment of the Exercise Price, the Company
shall give written notice thereof to the Registered Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.

          (ii) The Company shall give written notice to the Registered Holder at
least 20 days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common Stock,
(B) with respect to any pro rata subscription offer to holders of Common Stock
or (C) for determining rights to vote with respect to any Organic Change,
dissolution or liquidation.

          (iii) The Company shall also give written notice to the Registered
Holders at least 20 days prior to the date on which any Organic Change,
dissolution or liquidation shall take place.

          Section 3.  Liquidating Dividends.  If at any time on or after the
                      ---------------------
date this Warrant becomes exercisable the Company declares or pays a dividend
upon the Common Stock payable otherwise than in cash out of earnings or earned
surplus (determined in accordance with generally accepted accounting principles,
consistently applied) except for a stock dividend payable in shares of Common
Stock (a "Liquidating Dividend"), then the Company shall pay to the Registered
Holder of this Warrant at the time of payment thereof the Liquidating Dividend
which would have been paid to such Registered Holder on the Warrant Stock had
this Warrant been fully exercised immediately prior to the date on which a
record is taken for such Liquidating Dividend, or, if no record is taken, the
date as of which the record holders of Common Stock entitled to such dividends
are to be determined; provided that if the Liquidating Dividends consist of
voting securities, the Company shall make available to the Registered Holder of
this Warrant, at such holder's request, Liquidating Dividends consisting of
non-voting securities (except as otherwise required by law) which are otherwise
identical to the Liquidating Dividends consisting of voting securities and which
non-voting securities are convertible into such voting securities on a
share-for-share basis.

          Section 4.  Purchase Rights.  If at any time on or after the date this
                      ---------------
Warrant becomes exercisable the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then the Registered Holder of this Warrant shall be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Warrant Stock acquirable upon complete exercise of this
Warrant immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights; provided that if the Purchase
Rights involve voting securities, the Company shall make available to the
Registered Holder of this Warrant, at such holder's request, Purchase Rights
involving non-voting securities (except as otherwise required by law) which are
otherwise identical to the Purchase Rights involving voting securities and which
non-voting securities are convertible or exchangeable into such voting
securities on a share-for-share basis.

          Section 5.  Definitions.  The following terms have meanings set forth
                      -----------
below:

          "Common Stock" means, collectively, the Company's Common Stock and any
           ------------

capital stock of any class of the Company hereafter authorized which is not
limited to a fixed sum or percentage of par or stated value in respect to the
rights of the holders thereof to participate in dividends or in the distribution
of assets upon any liquidation, dissolution or winding up of the Company.

          "Common Stock Deemed Outstanding" means, at any given time, the number
           -------------------------------
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to paragraphs 2B(i) and
2B(ii) hereof regardless of whether the Options or Convertible Securities are
actually exercisable at such time, but excluding any shares of Common Stock
issuable upon exercise of the Warrants; provided that the number of shares of
Common Stock Deemed Outstanding as of any date shall always be equal to the
number of shares of Common Stock Deemed Outstanding determined as of such date
pursuant to the Note.

          "Convertible Securities" means any stock or securities (directly or
           ----------------------
indirectly) convertible into or exchangeable for Common Stock.

          "Market Price" means as to any security the average of the closing
           ------------
prices of such security's sales on all domestic securities exchanges on which
such security may at the time be listed, or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the NASDAQ System as of 4:00 P.M., New York time, on such day, or, if on any day
such security is not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which "Market Price" is being determined and the 20
consecutive business days prior to such day; provided that if such security is
listed on any domestic securities exchange the term "business days" as used in
this sentence means business days on which such exchange is open for trading. If
at any time such security is not listed on any domestic securities exchange or
quoted in the NASDAQ System or the domestic over-the-counter market, the "Market
Price" shall be the fair value thereof determined jointly by the Company and the
Registered Holders of Warrants representing a majority of the Warrant Stock
purchasable upon exercise of all the Warrants then outstanding; provided that if
such parties are unable to reach agreement within a reasonable period of time,
such fair value shall be determined by an appraiser jointly selected by the
Company and the Registered Holders of Warrants representing a majority of the
Warrant Stock purchasable upon exercise of all the Warrants then outstanding.
The determination of such appraiser shall be final and binding on the Company
and the Registered Holders of the Warrants, and the fees and expenses of such
appraiser shall be paid by the Company.

          "Optional Repayment" means a repayment of all or any portion of the
           ------------------
Notes pursuant to Section 2(b) of the Note.

          "Options" means any rights or options to subscribe for or purchase
           -------
Common Stock or Convertible Securities.

          "Person" means an individual, a partnership, a joint venture, a
           ------
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

          "Qualified Offering" means an offering by the Company of Common Stock
           ------------------
registered with the Securities and Exchange Commission under the Securities Act
subsequent to the date of this Warrant with an aggregate value of greater than
$20 million at or above an offering price of (a) 127.5% of the Exercise Price
after December 23, 1996 but prior to December 24, 1997; (b) 165% of the Exercise
Price after December 23, 1997, but prior to December 24, 1998; or (c) 215% of
the Exercise Price after December 23, 1998.

          "Repaid Notes" means the aggregate principal amount of the Note repaid
           ------------
by the Company pursuant to any Optional Redemption.

          "Repayment Date" and "Scheduled Repayment Date" shall have the
           --------------       ------------------------
meanings set forth in the Note payable to the Investor.

          "Warrant Stock" means shares of the Company's Common Stock; provided
           -------------
that if there is a change such that the securities issuable upon exercise of the
Warrant or conversion of the Note are issued by an entity other than the Company
or there is a change in the type or class of securities so issuable, then the
term "Warrant Stock" shall mean one share of the security issuable upon exercise
of the Warrant or conversion of the Note if such security is issuable in shares,
or shall mean the smallest unit in which such security is issuable if such
security is not issuable in shares.

          Other capitalized terms used in this Warrant but not defined herein
shall have the meanings set forth in the Purchase Agreement.

          Section 6.  No Voting Rights; Limitations of Liability.  This Warrant
                      ------------------------------------------
shall not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision hereof, in the absence of affirmative
action by the Registered Holder to purchase Warrant Stock, and no enumeration
herein of the rights or privileges of the Registered Holder shall give rise to
any liability of such holder for the Exercise Price of Warrant Stock acquirable
by exercise hereof or as a stockholder of the Company.

          Section 7.  Warrant Transferable.  Subject to the transfer conditions
                      --------------------
referred to in the legend endorsed hereon, this Warrant and all rights hereunder
are transferable, in whole or in part, without charge to the Registered Holder,
upon surrender of this Warrant with a properly executed Assignment (in the form
of Exhibit II hereto) at the principal office of the Company.
   ----------

          Section 8.  Warrant Exchangeable for Different Denominations.  This
                      ------------------------------------------------
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at
the principal office of the Company, for new Warrants of like tenor representing
in the aggregate the purchase rights hereunder, and each of such new Warrants
shall represent such portion of such rights as is designated by the Registered
Holder at the time of such surrender; provided that, as long as any shares of
Warrant Stock remain outstanding, this Warrant shall only be exchangeable in
connection with the exchange of the certificate representing such shares of
Warrant Stock pursuant to the Company's Articles of Incorporation. The date the
Company initially issues this Warrant shall be deemed to be the "Date of
Issuance" hereof regardless of the number of times new certificates representing
the unexpired and unexercised rights formerly represented by this Warrant shall
be issued. All Warrants representing portions of the rights hereunder are
referred to herein as the "Warrants."

          Section 9.  Replacement.  Upon receipt of evidence reasonably
                      -----------
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the Company
(provided that if the holder is a financial institution or other institutional
investor its own agreement shall be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Company shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the same rights represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.

          Section 10.  Notices.  Except as otherwise expressly provided herein,
                       -------
all notices referred to in this Warrant shall be in writing and shall be
delivered or sent by registered or certified mail, return receipt requested,
postage prepaid and shall be deemed to have been given when so delivered or
deposited in the U.S. Mail (i) to the Company, at its principal executive
offices and (ii) to the Registered Holder of this Warrant, at such holder's
address as it appears in the records of the Company (unless otherwise indicated
by any such holder).

          Section 11.  Amendment and Waiver.  Except as otherwise provided
                       --------------------
herein, the provisions of the Warrants may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Registered Holders of Warrants representing a majority of the shares of Warrant
Stock obtainable upon exercise of the Warrants; provided that no such action may
change the Exercise Price of the Warrants or the number of shares or class of
stock obtainable upon exercise of each Warrant without the written consent of
the Registered Holders of Warrants representing a majority of the shares of
Warrant Stock obtainable upon exercise of the Warrants.

          Section 12.  Descriptive Headings; Governing Law.  The descriptive
                       -----------------------------------
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. All questions
concerning the construction, validity, enforcement and interpretation of this
Warrant shall be governed by the internal law of the State of Minnesota, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Minnesota or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Minnesota.


                                  *  *  *  *

          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal and to be
dated the Date of Issuance hereof.


                                        ZYTEC CORPORATION


                                        By_____________________________

                                        Its____________________________


[Corporate Seal]

Attest:


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


                                                                       EXHIBIT I

                               EXERCISE AGREEMENT
                              ------------------

To:                                        Dated:

          The undersigned, pursuant to the provisions set forth in the attached
Warrant (Certificate No. W-____), hereby agrees to subscribe for the purchase of
______ shares of the Warrant Stock covered by such Warrant and makes payment
herewith in full therefor at the price per share provided by such Warrant.


                                           Signature __________________________

                                           Address ____________________________


                                                                      EXHIBIT II

                                   ASSIGNMENT
                                  ----------


          FOR VALUE RECEIVED, _____________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (Certificate No. W-_____) with respect to the number of shares of the
Warrant Stock covered thereby set forth below, unto:

Names of Assignee                  Address                       No. of Shares
-----------------                  -------                       -------------



Dated:                                     Signature  _________________________

                                                      _________________________

                                           Witness    _________________________