VIRTUAL TECHNOLOGY CORP
FORM OF WARRANT DATED 6/14/00
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>ex10-13.txt
<DESCRIPTION>FORM OF WARRANT DATED 6/14/00
<TEXT>

<PAGE>   1



                                  EXHIBIT 10.13

EXHIBIT 10.13. Form of Warrant.

                                 FORM OF WARRANT


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR VIRTUAL TECHNOLOGY CORPORATION SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                         Virtual Technology Corporation

                              Expires June 14, 2005

                                                       Number of Shares: 500,000
Date of Issuance: June 14, 2000                          (Subject to Adjustment)


          THIS CERTIFIES THAT FOR $5,000 ($0.01 PER SHARE) AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION RECEIVED, subject to the provisions hereinafter set
forth, the undersigned, Virtual Technology Corporation, a Minnesota corporation
(together with its successors and assigns, the "Issuer"), hereby certifies that
Corona Viking Group LLC, a Nevada limited liability company or its registered
assigns or its nominees (the "Holder"), is entitled to subscribe for and
purchase, during the period specified in this Warrant, up to 500,000 shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non-assessable Common Stock of the Issuer, $0.001 par
value per share, at the purchase price per share of $0.25 subject to adjustment
as set forth herein, from time to time, prior to 5:00 PM Pacific Standard Time
on June 14, 2005,


<PAGE>   2


subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. Capitalized terms used in this Warrant and not otherwise
defined herein shall have the respective meanings specified in Section 7 hereof.

          1. Term. The right to subscribe for and purchase shares of Warrant
Stock represented hereby shall commence on the date of issuance of this Warrant
and shall expire at 5:00 p.m., Pacific Standard Time, on June 14, 2005 (such
period being the "Term").

          2. Method of Exercise Payment: Issuance of New Warrant: Transfer and
Exchange.

          (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part at any time and from time to time during
the Term.

          (b) Method of Exercise. The Holder hereof may exercise this Warrant,
in whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or (ii) by surrender to the Issuer for cancellation of a portion of this
Warrant representing that number of unissued shares of Warrant Stock which is
equal to the quotient obtained by dividing (A) the product obtained by
multiplying the Warrant Price by the number of shares of Warrant Stock being
purchased upon such exercise by (B) the difference obtained by subtracting the
Warrant Price from the Per Share Market Value as of the date of such exercise,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant. In any case where the consideration payable upon such
exercise is being paid in whole or in part pursuant to the provisions of clause
(ii) of this subsection (b), such exercise shall be accompanied by written
notice from the Holder of this Warrant specifying the manner of payment thereof
and containing a calculation showing the number of shares of Warrant Stock with
respect to which rights are being surrendered thereunder and the net number of
shares to be issued after giving effect to such surrender.

          (c) Issuance of Stock Certificates. In the event of any exercise of
the rights represented by this Warrant in accordance with and subject to the
terms and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding 15 trading days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant


<PAGE>   3


Price as hereinabove provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.

          (d) Transferability of Warrant. Subject to Section 2(e), this Warrant
may be transferred by a Holder with the consent of the Issuer, which consent
shall not be unreasonably withheld, provided, that such transfer is with respect
to a minimum of 50,000 shares of Warrant Stock. If transferred pursuant to this
paragraph and subject to the provisions of subsection (e) of this Section 2,
this Warrant may be transferred on the books of the Issuer by the Holder hereof
in person or by duly authorized attorney, upon surrender of this Warrant at the
principal office of the Issuer, properly endorsed (by the Holder executing an
assignment in the form attached hereto) and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer. This
Warrant is exchangeable at the principal office of the Issuer for Warrants for
the purchase of the same aggregate number of shares of Warrant Stock, each new
Warrant to represent the right to purchase such number of shares of Warrant
Stock as the Holder hereof shall designate at the time of such exchange. All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date
and shall be identical with this Warrant except as to the number of shares of
Warrant Stock issuable pursuant hereto.

          (e) Compliance with Securities Laws.

             (i) The Holder of this Warrant, by acceptance hereof, acknowledges
that this Warrant or the shares of Warrant Stock to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment, and that the Holder will not
offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock
to be issued upon exercise hereof except pursuant to an effective registration
statement, or an exemption from registration, under the Securities Act and any
applicable state securities laws.

             (ii) Except as provided in paragraph (iii) below, this Warrant and
all certificates representing shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form:

             THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
             HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
             AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND
             MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
             REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
             SECURITIES LAWS OR VIRTUAL TECHNOLOGY CORPORATION SHALL HAVE
             RECEIVED


<PAGE>   4


             AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
             UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
             STATE SECURITIES LAWS IS NOT REQUIRED.

             (iii) The restrictions imposed by this subsection (e) upon the
transfer of this Warrant or the shares of Warrant Stock to be purchased upon
exercise hereof shall terminate (A) when such securities shall have been resold
pursuant to an effective registration statement under the Securities Act, (B)
upon the Issuer's receipt of an opinion of counsel, in form and substance
reasonably satisfactory to the Issuer, addressed to the Issuer to the effect
that such restrictions are no longer required to ensure compliance with the
Securities Act and state securities laws or (C) upon the Issuer's receipt of
other evidence reasonably satisfactory to the Issuer that such registration and
qualification under the Securities Act state securities laws are not required.
Whenever such restrictions shall cease and terminate as to any such securities,
the Holder thereof shall be entitled to receive from the Issuer (or its transfer
agent and registrar), without expense (other than applicable transfer taxes, if
any), new Warrants (or, in the case of shares of Warrant Stock, new stock
certificates) of like tenor not bearing the applicable legend required by
paragraph (ii) above relating to the Securities Act and state securities laws.

          (f) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

          3. Stock Fully Paid: Reservation and Listing of Shares: Covenants.

          (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer. The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

          (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as


<PAGE>   5


possible at its expense to cause such shares to be duly registered or qualified.
If the Issuer shall list any shares of Common Stock on any securities exchange
or market it will, at its expense, list thereon, maintain and increase when
necessary such listing, of, all shares of Warrant Stock from time to time issued
upon exercise of this Warrant or as otherwise provided hereunder, and, to the
extent permissible under the applicable securities exchange rules, all unissued
shares of Warrant Stock which are at any time issuable hereunder, so long as any
shares of Common Stock shall be so listed. The Issuer will also so list on each
securities exchange or market, and will maintain such listing of, any other
securities which the Holder of this Warrant shall be entitled to receive upon
the exercise of this Warrant if at the time any securities of the same class
shall be listed on such securities exchange or market by the Issuer.

          (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect in any way the powers,
preferences or relative participating, optional or other special rights of the
Common Stock or which would adversely affect the rights of the Holders of the
Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.

          (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

          (e) Rights and Obligations under the Registration Rights Agreement.
The shares of Warrant Stock are entitled to the benefits and subject to the
terms of the Registration Rights Agreement dated as of even date herewith
between the Issuer and the Holders listed on the


<PAGE>   6


signature pages thereof (as amended from time to time, the "Registration Rights
Agreement"). The Issuer shall keep or cause to be kept a copy of the
Registration Rights Agreement, and any amendments thereto, at its chief
executive office and shall furnish, without charge, copies thereof to the Holder
upon request.

          (f) Adjustment of Warrant Price. For the duration of the existence of
the Warrant and for a period of six months thereafter, if the Company issues any
shares of its Common Stock at a price which, on a fully diluted basis, is less
than the Warrant Price, then the Warrant Price upon each such issuance shall be
adjusted to that price at which the newly issued shares of Common Stock has been
sold (excluded from this adjustment shall be those shares of Common Stock
issuable (i) upon exercise, conversion or exchange of options, warrants and
other rights to acquire, exchange or convert securities of the Company
outstanding on the date hereof (a list of which is attached hereto as Schedule
2); (ii) upon conversion of this Note, a default hereunder or the exercise or
conversion of any warrant or other rights to acquire securities issued in
connection herewith or issuable upon a default in the Registration Rights
Agreement referred to below or in any side agreement related hereto or thereto;
(iii) for non-cash consideration such as, but not limited to, in exchange for
services rendered or to be rendered to the Company, or to facilitate the
settlement of civil actions pending or threatened or judgements entered against
the Company, to the Company's lender's as an inducement to waive any default of
the Company's obligations, provided however, that the calculation of the price
per share of any stock issued pursuant to this exception, when considered in
light of the value of the services rendered or the debt or obligation incurred
or being settled, shall not be less than $.25, and provided further that
excluded from this calculation shall be settlements currently being negotiated
with Lycos and CNET; and (iv) pursuant to the acquisition between the Company
and BuyItNow.com, Inc.).

          (g) Stock Splits, Stock Dividends, etc. If at any time after the date
hereof the number of shares of Common Stock outstanding is increased or
decreased by a stock dividend, stock split, reverse stock split,
reclassification or otherwise, the number of shares of Common Stock issuable
upon exercise of this Warrant and the Warrant Price shall be appropriately
increased or decreased, as the case may be, in proportion to such increase or
decrease in outstanding shares. If the Warrant Price shall be adjusted the
Company shall prepare and mail to the holder hereof a certificate setting forth
the event requiring the adjustment, the amount of the adjustment, the method by
which the adjustment was calculated, and (after giving effect to the adjustment)
the Warrant Price.

          (h) Preservation of Purchase Rights upon Reclassification,
Consolidation, etc. In case of any consolidation of the Company with or merger
of the Company into another corporation or in case of any sale or conveyance to
another corporation of the property, assets or business of the Company as an
entirety or substantially as an entirety, the Company or such successor or
purchasing corporation, as the case may be, shall execute with the Holder an
agreement that the Holder shall have the right thereafter upon exercise of the
Warrant at the Warrant Price in


<PAGE>   7


effect immediately prior to such action to purchase, upon exercise of the
Warrant, the kind and amount of shares and other securities and property which
it would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had the Warrant (and such underlying
securities) been converted immediately prior to such action. In the event of a
merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986,
in which the Company is the surviving corporation, the right to exercise the
Warrant and acquire shares of Common Stock shall terminate on the date of such
merger and thereupon the right to exercise the Warrant to acquire shares of
Common Stock shall become null and void, but only if the controlling corporation
shall agree to substitute for the Warrant its warrant which entitles the holder
thereof to acquire upon its conversion the kind and amount of shares and other
securities and property which it would have owned or been entitled to receive
had the Warrant been exercised immediately prior to such merger. The provisions
of this subsection 3(h) shall similarly apply to successive consolidations,
mergers, sales or conveyances.

          (i) Other Action Affecting Common Stock. In case after the date of
this Warrant the Company shall take any action affecting its Common Stock and
the failure to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principle of this Section 3, then the Warrant Price shall be adjusted in such
manner and at such time as the Board may in good faith determine to be equitable
in the circumstances.

          (j) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

          4. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 3 hereof (for purposes of this
Section 4, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big five" selected by the Holder,
provided that the Issuer shall have 10 days after receipt of notice from such
Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within 30 days after submission to it of
such dispute.


<PAGE>   8


Such opinion shall be final and binding on the parties hereto. The fees and
expenses of such accounting firm shall be paid by the Issuer.

          5. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with and exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

          6. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

          "Certificate of Incorporation" means the Certificate of Incorporation
of the Issuer as in effect on the Original Issue Date, and as hereafter from
time to time amended, modified, supplemented or restated in accordance with the
terms hereof and thereof and pursuant to applicable law.

          "Common Stock" means the Common Stock, par value $.001 per share, of
the Issuer and any other Capital Stock into which such stock may hereafter be
changed.

          "Holders" mean the Persons who shall from time to time own any
Warrant. The term "Holder" means one of the Holders.

          "Issuer" means Virtual Technology Corporation, a Minnesota
corporation, and its successors.

          "Original Issue Date" means June 14, 2000.

          "Person" means an individual, corporation, limited liability company,
partnership, joint stock company, trust, unincorporated organization, joint
venture, Governmental Authority or other entity of whatever nature.

          "Registration Rights Agreement" has the meaning specified in Section
3(e) hereof.



<PAGE>   9


          "Securities" means any debt or equity securities of the Issuer,
whether now or hereafter authorized, any instrument convertible into or
exchangeable for Securities or a Security, and any option, warrant or other
right to purchase or acquire any Security. "Security" means one of the
Securities.

          "Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute then in effect.

          "Term" has the meaning specified in Section 1 hereof.

          "Warrants" means the Warrants issued and sold hereunder and any other
warrants of like tenor issued in substitution or exchange for any thereof
pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of
such other Warrants.

          "Warrant Price" means $0.25, as such price may be adjusted from time
to time as shall result from the adjustments specified in this Warrant,
including Section 3 hereto.

          "Warrant Share Number" means at any time the aggregate number of
shares of Warrant Stock which may at such time be purchased upon exercise of
this Warrant, after giving effect to all prior adjustments and increases to such
number made or required to be made under the terms hereof.

          "Warrant Stock" means Common Stock issuable upon exercise of any
Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

          7. Other Notices. In case at any time:

                    (A)       the Issuer shall make any distributions to the
                              holders of Common Stock; or

                    (B)       the Issuer shall authorize the granting to all
                              holders of its Common Stock of rights to subscribe
                              for or purchase any shares of Capital Stock of any
                              class or of any Common Stock Equivalents or
                              Convertible Securities or other rights; or

                    (C)       there shall be any reclassification of the Capital
                              Stock of the Issuer; or

                    (D)       there shall be any capital reorganization by the
                              Issuer; or



<PAGE>   10


                    (E)       there shall be any (i) consolidation or merger
                              involving the Issuer or (ii) sale, transfer or
                              other disposition of all or substantially all of
                              the Issuer's property, assets or business (except
                              a merger or other reorganization in which the
                              Issuer shall be the surviving corporation and its
                              shares of Capital Stock shall continue to be
                              outstanding and unchanged and except a
                              consolidation, merger, sale, transfer or other
                              disposition involving a wholly-owned Subsidiary);
                              or

                    (F)       there shall be a voluntary or involuntary
                              dissolution, liquidation or winding-up of the
                              Issuer or any partial liquidation of the Issuer or
                              distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least 20 days
prior to the action in question and not less than 20 days prior to the record
date or the date on which the Issuer's transfer books are closed in respect
thereto. The Issuer shall give to the Holder notice of all meetings and actions
by written consent of its stockholders, at the same time in the same manner as
notice of any meetings of stockholders is required to be given to stockholders
who do not waive such notice (or, if such requires no notice, then 2 trading
days written notice thereof describing the matters upon which action is to be
taken). The Holder shall have the right to send two (2) representatives selected
by it to each meeting, who shall be permitted to attend, but not vote at, such
meeting and any adjournments thereof. This Warrant entitles the Holder to
receive copies of all financial and other information distributed or required to
be distributed to the holders of the Common Stock.

          8. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.



<PAGE>   11


          9. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW. THIS AGREEMENT SHALL NOT BE INTERPRETED OR
CONSTRUED WITH ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE
DRAFTED.

          10. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., Pacific Standard Time,
on a Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., Pacific Standard Time, on any
date and earlier than 11:59 p.m., eastern time, on such date, (iii) the Business
Day following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

          Virtual Technology Corporation
          Attention Gregory Appelhof, President and Chief Executive Officer
          6690 Shady Oak Road
          Eden Prairie, MN 55344
          Telephone:  952.259.4700
          Facsimile:  952.259.4710

          or to such other address or addresses or facsimile number or numbers
as any such party may most recently have designated in writing to the other
parties hereto by such notice. Copies of notices to the Holders shall be
sent to Resch Polster Alpert & Berger, LLP, 10390 Santa Monica Blvd., Suite
400, Los Angeles, CA 90025, Attention: Susan H. Tregub, Esq., facsimile
no.: (310) 552-3209. Copies of notices to the Issuer shall be sent to
Messerli & Kramer P.A., 150 South Fifth Street, Suite 1800, Minneapolis, MN
55402, Attention: Jeffrey Robbins, Esq., facsimile no. (612)672-3777.

          11. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation


<PAGE>   12


of any of the terms hereof or otherwise.

          12. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

          13. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

          14. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

          IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.

                                Virtual Technology Corporation
                                a Minnesota corporation


                                By: /s/ Gregory Appelhof
                                   --------------------------------------------
                                Name:  Gregory Appelhof
                                Title: President and Chief Executive Officer


<PAGE>   13


                                  EXERCISE FORM

Virtual Technology Corporation

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of
___________________ covered by the within Warrant.


Dated: _________________________    Signature _________________________

                                    Address   _________________________

                                              _________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________________    Signature _________________________

                                    Address   _________________________

                                              _________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________________    Signature _________________________

                                    Address   _________________________

                                              _________________________




<PAGE>   14


                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day
of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


</TEXT>
</DOCUMENT>
