EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("AGREEMENT") is made as of March 22, 2000, between Grow Biz International, Inc. ("EMPLOYER") and John L. Morgan ("EMPLOYEE").

INTRODUCTION

Employer desires to employ Employee under the terms of this Agreement, including the non-solicitation, registration rights and other covenants stated below, and Employee is willing to enter into such covenants in return for the benefits hereunder.

AGREEMENT

In consideration of the foregoing, the parties agree as follows:

1. NATURE AND CAPACITY OF EMPLOYMENT. Employer agrees to employ Employee as Chief Executive Officer of Employer under the terms of this Agreement. Employee agrees to perform, or be available to perform, on a full-time basis, the functions of this position, under the terms of this Agreement.

2. TERM OF EMPLOYMENT. The term of this Agreement will commence as of March 23, 2000 and continue until such time as terminated under Section 9 below.

3. ANNUAL BASE SALARY. The annual base salary, exclusive of any benefits or bonuses, which Employer agrees to pay to Employee for the first year of this Agreement will be Fifty Thousand Dollars ($50,000). All amounts paid under this Agreement will be paid consistent with Employer's normal payroll practice and will be subject to all normal and required withholdings.

4. BONUS. The Compensation Committee of Employer's Board of Directors may, in its sole discretion, establish certain criteria under which Employee may become eligible to receive an annual bonus payment, and will also maintain the right to adjust such criteria in its sole discretion, however the Committee is not obligated to grant any bonus to Employee.

5. EMPLOYEE EXPENSES. Employer agrees to reimburse Employee for the reasonable business expenses Employee incurs on behalf of Employer upon proof of expenditure.

6. EMPLOYEE BENEFITS. Employee will be eligible for those benefits provided to executive management employees.

7. EMPLOYEE FRINGE BENEFITS. Employee will receive the following fringe benefits ("EMPLOYEE FRINGE Benefits"):

7.1 STOCK OPTIONS. Employee will be issued a six year option (the "OPTION"), under the terms of the stock option agreement attached hereto as EXHIBIT A, to

purchase 600,000 shares of Employer's common stock (the "OPTION SHARES"), at an exercise price of $5 per share, vesting at the rate of 120,000 shares per year on the anniversaries of this Agreement.

7.2 REGISTRATION RIGHTS. Employer has agreed to register under the Securities Act of 1933, as amended ("SECURITIES ACT"), the Option, the Option Shares and the 700,000 shares of Employer's common stock which Employee and others are purchasing from K. Jeffrey Dahlberg, for resale by Employee.

8. UNDERTAKINGS OF EMPLOYEE. Employee agrees to spend Employee's full working time and effort in performing Employee's duties with Employer so long as employed by Employer, and will not, during the course of employment by Employer, without prior written approval of Employer, become an employee, director, officer, agent, partner of or consultant to, or a stockholder of (except a stockholder of a public company in which Employee owns less than five percent (5%) of the issued and outstanding capital stock of such company) any company or other business entity which is a significant competitor, supplier, or customer of Employer.

9. TERMINATION OF EMPLOYMENT AGREEMENT. Employee's employment under this Agreement may be terminated, by either party for any reason or no reason upon 30 days written notice to Employee.

10. CONFIDENTIAL INFORMATION. For purposes hereof, "CONFIDENTIAL INFORMATION" means any information that Employee learns or develops during the course of employment that derives independent economic value from being not generally known by the public and includes trade secrets, methods of research and testing, customer lists, vendor lists and financial information, and information relating to such matters as management systems and sales or marketing techniques. Employee will not directly or indirectly use or disclose any Confidential Information for anyone other than Employer either during the course of employment or after the termination of employment. Employee recognizes that the Confidential Information constitutes a valuable asset of Employer and agrees to act in such a manner as to prevent its disclosure and use by any person unless such use is for Employer. Employee's obligations under this paragraph are unconditional and will not be excused by any Employer conduct, except prior voluntary disclosure by Employer of the information.

11. INVENTIONS. Employee agrees to promptly disclose to Employer in writing any invention, improvement, work of authorship, discovery or idea
(including those which may be subject to copyright protection) generated, conceived, or reduced to practice by Employee alone or in conjunction with others, during or after working hours, while an employee of Employer ("INVENTIONS"); and all such Inventions will be Employer's exclusive property and are hereby assigned to Employer. Further, Employee will, at Employer's expense, give Employer all assistance it reasonably requires to perfect, protect, and use its rights to Inventions. In particular, Employee will sign all documents, do all things, and supply all information that Employer may deem necessary to: (i) transfer or record the transfer of

Employee's entire right, title and interest in Inventions; and (ii) enable Employer to obtain copyright or trademark protection for Inventions. Employee's obligations under this Section will continue beyond the termination of employment with respect to Inventions and will be binding on assigns, executors, and other legal representatives.

NOTICE: PURSUANT TO MINNESOTA STATUTES SS. 181.78, EMPLOYEE IS NOTIFIED THAT THE AGREEMENT DOES NOT APPLY TO ANY INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON EMPLOYEE'S OWN TIME, AND WHICH DOES NOT RELATE DIRECTLY TO EMPLOYER'S BUSINESS OR TO ITS ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR WHICH DOES NOT RESULT FROM ANY WORK EMPLOYEE PERFORMED FOR EMPLOYER.

12. NON-SOLICITATION. Employee covenants that during the term of his employment by Employer, and for one year after the termination of his employment, regardless of the cause of termination, Employee will not, without Employer's prior written consent, directly or indirectly, employ or seek to employ, in any capacity, any person who, within the preceding six months, has been an employee of Employer, or any franchisee of Employer.

13. INDEMNIFICATION BY EMPLOYER. In addition to any indemnification to which Employee may be entitled in his capacity as an officer and director of Employer, Employer shall indemnify, defend and hold harmless Employee from and against any and all costs, expenses, losses, damages, claims, liabilities, obligations, actions or causes of action (including, without limitation, reasonable attorneys' fees and expenses) incurred, sustained or suffered by him as a result of any claim, suit, cause of action, investigation or proceeding, whenever instituted or commenced, against Employee by a third party that is not directly or indirectly affiliated or related to Employee, arising out of the actions or inactions of Employer with respect to Employer's business prior to March 22, 2000. Should any claim covered by the indemnity provided in Section 13 be asserted, Employee shall promptly notify Employer and give Employer an opportunity to defend the same either in Employer's name or, as required by applicable laws and regulations, in Employee's name; provided, that the failure to give prompt notice shall not affect the rights of Employee to indemnification hereunder except to the extent that such failure either shall have materially prejudiced Employer in the defense of such claim or shall have increased the amount of the obligation of Employer. Employee shall extend reasonable cooperation in connection with such defense and shall have the right, at his own expense, to participate in, but not to control, any such defense by Employer. If Employer shall fail, after notice from Employee, to defend against such claim within a reasonable time, then Employee shall be entitled to assume the defense thereof, and Employer shall be liable to repay Employee for all of his expenses reasonably incurred in connection with such defense, including reasonable attorney's fees and settlement payments. No settlement shall be made by Employee of any claim which Employer has assumed pursuant to this Section 13, or of any other claim or actions with respect to which indemnification is claimed hereunder, without the prior written consent of Employer, so long as such consent is not unreasonably withheld or delayed.

14. NO RESTRICTIONS. Employee represents and warrants to Employer that he is not subject to any covenant, agreement, understanding or restriction of any kind or nature which would prohibit, restrict or interfere in any way with his ability to perform the functions of his positions with Employer.

15. MISCELLANEOUS.

15.1 INTEGRATION. This Agreement and the Stock Option Agreement of even date herewith contains the entire agreement and understanding among the parties relative to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

15.2 APPLICABLE LAW. This Agreement and the rights of the parties will be governed by and construed and enforced under the laws of the state of Minnesota. The venue for any action hereunder will be in the state of Minnesota, and the parties consent to the jurisdiction of the courts of the state of Minnesota, County of Hennepin, and the U.S. District Court, District of Minnesota.

15.3 BINDING EFFECT. Except as herein provided, this Agreement will be binding upon and will benefit the parties and their respective heirs, successors, assigns and personal representatives; provided, however, that Employee may not assign his rights or obligations hereunder without Employer's prior written consent. Employer may assign its rights and obligations under this Agreement, provided the assignee agrees to fulfill Employer's obligations hereunder.

15.4 NOTICES. All notices, requests and other communications hereunder will be given in writing and deemed to have been given if personally delivered, or sent by first class, certified mail, return receipt requested, postage prepaid, to the party at the address as provided below, or to such other address as such party may hereafter designate by written notice to the other party:

(a) If to Employer, to the address of its then principal office.

(b) If to Employee, to the address last shown in Employer's records.

15.5 MODIFICATION. This Agreement will not be modified or amended except by a written instrument signed by the parties.

15.6 SEVERABILITY. The invalidity or partial invalidity of any portion of this Agreement will not invalidate the remainder thereof. If any provision of this Agreement is, for any reason, held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable at law, such provision will be construed by the appropriate judicial body by limiting or reducing it, so as to be enforceable to the maximum extent compatible with then applicable law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date herein first above written.

EMPLOYER:

Grow Biz International, Inc.

Dated:    March 22, 2000               By:  /s/ Ronald G. Olson
                                           -------------------------------------
                                            Ronald G. Olson, Vice Chairman

EMPLOYEE:

Dated:    March 22, 2000               By:  /s/ John L. Morgan
                                           -------------------------------------
                                            John L. Morgan

EXHIBIT A

GROW BIZ INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

March 22, 2000

TO: John L. Morgan (the "OPTIONEE")

As the new Chief Executive Officer of Grow Biz International, Inc., a Minnesota corporation (the "COMPANY"), you are hereby granted an option (the "OPTION"), pursuant to a resolution of the Board of Directors of the Company adopted on March 22, 2000.

The Option entitles you to purchase up to 600,000 shares of Common Stock (the "STOCK") of the Company at a price of $5.00 per share, which was in excess of the sales price of the Stock as reported on the NASDAQ SmallCap Market as of the time of the approval of the grant of this Option and as of the close of business on the date immediately prior to the date of the grant of this Option.

Your Option is in all respects limited and conditioned by the following terms and conditions:

1. DEFINITIONS. In addition to definitions that may be contained elsewhere herein, for purposes of this Agreement and the Option, the following terms, when capitalized, shall have the following meanings:

(a) "AGREEMENT" means this written agreement evidencing the Option granted hereunder which is signed by both the Company and Optionee.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(d) "DISABILITY" means disability as defined in Section 22(e)(3) of the Code.

(e) "FAIR MARKET VALUE" means, as of any given date, unless otherwise determined by the Board in good faith, the closing sales price of the Stock for that date as reported on the NASDAQ SmallCap Market.

2. OPTION TERMS. You will be entitled to purchase up to 120,000 shares of Stock on March 22, 2001, and an additional 120,000 shares on each of March 22, 2002, March 22, 2003, March 22, 2004 and March 22, 2005, so long as you are still serving as Chief Executive Officer of the Company on such date. If you cease serving as Chief Executive Officer of

the Company, any nonvested portion of the Option is terminated immediately, and any vested portion is exercisable for thirty (30) days following the last day on which you served as Chief Executive Officer of the Company or until the expiration of the Option, whichever period is shorter.

3. TERM. This Option expires in its entirety on March 22, 2006. Subject to the vesting schedule set forth in Section 2 hereof, the Option may be exercised in whole or in part at any time during the term of the Option.

4. EXERCISE. The Option may be exercised by delivery of the attached Notice of Exercise to the Company. The exercise price may be paid in cash, by certified check, or by transfer to the Company of shares of Stock having a Fair Market Value, as of the date of exercise, not less than the purchase price of the Stock being acquired pursuant to your Option, or any combination thereof. The Company's obligation to deliver shares upon the exercise of the Option will be subject to applicable federal, state, and local tax withholding requirements. Unless otherwise determined by the Board, withholding obligations may be settled with Stock, including Stock received as part of the exercise giving rise to the withholding requirement.

5. DEATH. If Optionee's service to the Company as Chief Executive Officer of the Company terminates by reason of death, the Option held by Optionee may thereafter be exercised by the legal representative of Optionee's estate or by any person who acquires the Option by will or the laws of descent and distribution for a period of one year from the date of such death or until the expiration of the stated term of the Option, whichever period is shorter. The Option shall be exercisable only to the extent that the Option was exercisable as of the date of death.

6. DISABILITY. If Optionee's service to the Company as Chief Executive Officer of the Company terminates by reason of Disability, Optionee may exercise such portion of the Option as was exercisable at the date of termination for a period of one year from the date of termination or until the expiration of the stated term of the Option, whichever period is shorter. The Option shall be exercisable only to the extent that the Option was exercisable as of the date termination.

7. NONTRANSFERABILITY. The Option is transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act ("ERISA"), or the rules thereunder. Except as permitted by the preceding sentence, neither the Option nor any of the rights and privileges thereby conferred may be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and no such option, right, or privilege will be subject to execution, attachment, or similar process. The Option may be exercised during Optionee's lifetime only by Optionee or his or her guardian or legal representative.

8. INVESTMENT INTENT. Unless a registration statement under the Securities Act of 1933 (and applicable state securities laws) is in effect with respect to Stock to be purchased pursuant

to this Option, you agree with, and represent to, the Company that you are acquiring the Option and Stock for the purpose of investment and with no present intention to transfer, sell, or otherwise dispose of the Stock. In the absence of such registration, no shares of Stock acquired pursuant to the exercise, in whole or in part, of the Option may be transferred unless, in the opinion of counsel to the Company, such transfer is in compliance with applicable securities laws, and each certificate representing any shares of Stock issued to Optionee hereunder will have endorsed thereon an appropriate legend referring to the restrictions against transfer. Prior to the transfer of any Stock to you, the Company may require an opinion of counsel satisfactory to it that at all times the Company will be in compliance with applicable federal and state securities laws.

9. ADJUSTMENT IN CAPITALIZATION. In the event of any merger, reorganization, consolidation, recapitalization, Stock dividend, Stock split, or other change in corporate structure affecting the Stock, such substitution or adjustment will be made in the number and option price of shares purchasable hereunder, in the aggregate number of shares reserved for issuance with respect to the Option, and in the number and option price of shares subject to any outstanding portion of the Option as may be determined to be appropriate by the Board to prevent dilution or enlargement of Option rights granted hereunder, provided that the number of shares subject to the Option will always be a whole number.

10. NONQUALIFIED OPTION. This Option is not intended to be an "incentive stock option" as defined in the Code and is granted outside any stock option plan adopted by the Company.

11. NONEXCLUSIVITY. The granting of the Option will not be construed as limiting the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of other stock options. Such arrangements may be either generally applicable or applicable only in specific cases.

12. GOVERNING LAW. The Option and this Agreement will be governed by and construed in accordance with the laws of the State of Minnesota without regard to conflicts of laws principles, and all terms will be interpreted and construed so that there will not be committed any violation of applicable state or federal securities laws.

13. NO RIGHT TO SERVE. The granting of the Option does not grant Optionee any right of service as a director, and the Company retains the right to terminate service of Optionee as its Chief Executive Officer, or otherwise, pursuant to Company's Articles of Incorporation, Bylaws and applicable law.

IN WITNESS WHEREOF, Company and Optionee have each executed this Agreement effective as of the date first above written.

COMPANY: OPTIONEE:

GROW BIZ INTERNATIONAL, INC.

/s/ Ronald G. Olson                           /s/ John L. Morgan
----------------------------------            ----------------------------------
By:  Ronald G. Olson                          John L. Morgan
Its: Vice Chairman


9

NOTICE OF EXERCISE OF STOCK OPTION
AND RECORD OF STOCK TRANSFER

TO: Grow Biz International, Inc.
4200 Dahlberg Drive
Golden Valley, MN 55422-4837

I hereby exercise my stock option granted by Grow Biz International, Inc. ("COMPANY"), effective March 22, 2000, subject to all terms and provisions thereof and notify you of my desire to purchase ________ shares of Common Stock of the Company ("SHARES"), offered to me pursuant to said Option. Enclosed is a certified check in the sum of $________ or payment in such other form as the Company has specified.

[THIS SECTION IS APPLICABLE IF THE SHARES ARE NOT REGISTERED UNDER THE

SECURITIES ACT OF 1933.] I hereby represent that the Shares are being acquired by me as an investment and not with a view to, or for resale in connection with, the distribution of any shares of the Company. I understand that the Shares are not registered under the Securities Act of 1933, as amended ("ACT"), or applicable state securities laws, that the Shares may not be sold or otherwise transferred except pursuant to an effective registration statement under the Act and said laws, unless the Company has received an opinion of counsel satisfactory to it that such transfer or disposition does not require registration under the Act or said laws and, for any sales under Rule 144 of the Act, such evidence as it shall request for compliance with that rule or applicable state securities laws. I further understand that the certificate representing the Shares will contain a legend referring to such restrictions.

I acknowledge that I am responsible for payment of any taxes for which I may become liable as a result of the exercise of this Option.

                      ,                /s/ John L. Morgan
---------------------- ------          -----------------------------------------
                                       John L. Morgan

RECEIPT is hereby acknowledged of the delivery to me by Grow Biz International, Inc. on _______________, _____ of stock certificate no. _________ for __________ shares of Common Stock purchased by me pursuant to the terms and conditions of the option agreement referred to above.

/s/ John L. Morgan
-----------------------------------------
John L. Morgan

EXHIBIT 10.2

GROW BIZ INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

March 22, 2000

TO: John L. Morgan (the "OPTIONEE")

As the new Chief Executive Officer of Grow Biz International, Inc., a Minnesota corporation (the "COMPANY"), you are hereby granted an option (the "OPTION"), pursuant to a resolution of the Board of Directors of the Company adopted on March 22, 2000.

The Option entitles you to purchase up to 600,000 shares of Common Stock (the "STOCK") of the Company at a price of $5.00 per share, which was in excess of the sales price of the Stock as reported on the NASDAQ SmallCap Market as of the time of the approval of the grant of this Option and as of the close of business on the date immediately prior to the date of the grant of this Option.

Your Option is in all respects limited and conditioned by the following terms and conditions:

14. DEFINITIONS. In addition to definitions that may be contained elsewhere herein, for purposes of this Agreement and the Option, the following terms, when capitalized, shall have the following meanings:

(a) "AGREEMENT" means this written agreement evidencing the Option granted hereunder which is signed by both the Company and Optionee.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(d) "DISABILITY" means disability as defined in Section 22(e)(3) of the Code.

(e) "FAIR MARKET VALUE" means, as of any given date, unless otherwise determined by the Board in good faith, the closing sales price of the Stock for that date as reported on the NASDAQ SmallCap Market.

15. OPTION TERMS. You will be entitled to purchase up to 120,000 shares of Stock on March 22, 2001, and an additional 120,000 shares on each of March 22, 2002, March 22, 2003, March 22, 2004 and March 22, 2005, so long as you are still serving as Chief Executive Officer of the Company on such date. If you cease serving as Chief Executive Officer of the Company, any nonvested portion of the Option is terminated immediately, and any

vested portion is exercisable for thirty (30) days following the last day on which you served as Chief Executive Officer of the Company or until the expiration of the Option, whichever period is shorter.

16. TERM. This Option expires in its entirety on March 22, 2006. Subject to the vesting schedule set forth in Section 2 hereof, the Option may be exercised in whole or in part at any time during the term of the Option.

17. EXERCISE. The Option may be exercised by delivery of the attached Notice of Exercise to the Company. The exercise price may be paid in cash, by certified check, or by transfer to the Company of shares of Stock having a Fair Market Value, as of the date of exercise, not less than the purchase price of the Stock being acquired pursuant to your Option, or any combination thereof. The Company's obligation to deliver shares upon the exercise of the Option will be subject to applicable federal, state, and local tax withholding requirements. Unless otherwise determined by the Board, withholding obligations may be settled with Stock, including Stock received as part of the exercise giving rise to the withholding requirement.

18. DEATH. If Optionee's service to the Company as Chief Executive Officer of the Company terminates by reason of death, the Option held by Optionee may thereafter be exercised by the legal representative of Optionee's estate or by any person who acquires the Option by will or the laws of descent and distribution for a period of one year from the date of such death or until the expiration of the stated term of the Option, whichever period is shorter. The Option shall be exercisable only to the extent that the Option was exercisable as of the date of death.

19. DISABILITY. If Optionee's service to the Company as Chief Executive Officer of the Company terminates by reason of Disability, Optionee may exercise such portion of the Option as was exercisable at the date of termination for a period of one year from the date of termination or until the expiration of the stated term of the Option, whichever period is shorter. The Option shall be exercisable only to the extent that the Option was exercisable as of the date termination.

20. NONTRANSFERABILITY. The Option is transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act ("ERISA"), or the rules thereunder. Except as permitted by the preceding sentence, neither the Option nor any of the rights and privileges thereby conferred may be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and no such option, right, or privilege will be subject to execution, attachment, or similar process. The Option may be exercised during Optionee's lifetime only by Optionee or his or her guardian or legal representative.

21. INVESTMENT INTENT. Unless a registration statement under the Securities Act of 1933 (and applicable state securities laws) is in effect with respect to Stock to be purchased pursuant to this Option, you agree with, and represent to, the Company that you are acquiring the

Option and Stock for the purpose of investment and with no present intention to transfer, sell, or otherwise dispose of the Stock. In the absence of such registration, no shares of Stock acquired pursuant to the exercise, in whole or in part, of the Option may be transferred unless, in the opinion of counsel to the Company, such transfer is in compliance with applicable securities laws, and each certificate representing any shares of Stock issued to Optionee hereunder will have endorsed thereon an appropriate legend referring to the restrictions against transfer. Prior to the transfer of any Stock to you, the Company may require an opinion of counsel satisfactory to it that at all times the Company will be in compliance with applicable federal and state securities laws.

22. ADJUSTMENT IN CAPITALIZATION. In the event of any merger, reorganization, consolidation, recapitalization, Stock dividend, Stock split, or other change in corporate structure affecting the Stock, such substitution or adjustment will be made in the number and option price of shares purchasable hereunder, in the aggregate number of shares reserved for issuance with respect to the Option, and in the number and option price of shares subject to any outstanding portion of the Option as may be determined to be appropriate by the Board to prevent dilution or enlargement of Option rights granted hereunder, provided that the number of shares subject to the Option will always be a whole number.

23. NONQUALIFIED OPTION. This Option is not intended to be an "incentive stock option" as defined in the Code and is granted outside any stock option plan adopted by the Company.

24. NONEXCLUSIVITY. The granting of the Option will not be construed as limiting the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of other stock options. Such arrangements may be either generally applicable or applicable only in specific cases.

25. GOVERNING LAW. The Option and this Agreement will be governed by and construed in accordance with the laws of the State of Minnesota without regard to conflicts of laws principles, and all terms will be interpreted and construed so that there will not be committed any violation of applicable state or federal securities laws.

26. NO RIGHT TO SERVE. The granting of the Option does not grant Optionee any right of service as a director, and the Company retains the right to terminate service of Optionee as its Chief Executive Officer, or otherwise, pursuant to Company's Articles of Incorporation, Bylaws and applicable law.

IN WITNESS WHEREOF, Company and Optionee have each executed this Agreement effective as of the date first above written.

COMPANY: OPTIONEE:

GROW BIZ INTERNATIONAL, INC.

/s/ Ronald G. Olson                           /s/  John L. Morgan
----------------------------------            ----------------------------------
By:  Ronald G. Olson                          John L. Morgan
Its: Vice Chairman


4

NOTICE OF EXERCISE OF STOCK OPTION
AND RECORD OF STOCK TRANSFER

TO: Grow Biz International, Inc.
4200 Dahlberg Drive
Golden Valley, MN 55422-4837

I hereby exercise my stock option granted by Grow Biz International, Inc. ("COMPANY"), effective March 22, 2000, subject to all terms and provisions thereof and notify you of my desire to purchase ________ shares of Common Stock of the Company ("SHARES"), offered to me pursuant to said Option. Enclosed is a certified check in the sum of $________ or payment in such other form as the Company has specified.

[THIS SECTION IS APPLICABLE IF THE SHARES ARE NOT REGISTERED UNDER THE

SECURITIES ACT OF 1933.] I hereby represent that the Shares are being acquired by me as an investment and not with a view to, or for resale in connection with, the distribution of any shares of the Company. I understand that the Shares are not registered under the Securities Act of 1933, as amended ("ACT"), or applicable state securities laws, that the Shares may not be sold or otherwise transferred except pursuant to an effective registration statement under the Act and said laws, unless the Company has received an opinion of counsel satisfactory to it that such transfer or disposition does not require registration under the Act or said laws and, for any sales under Rule 144 of the Act, such evidence as it shall request for compliance with that rule or applicable state securities laws. I further understand that the certificate representing the Shares will contain a legend referring to such restrictions.

I acknowledge that I am responsible for payment of any taxes for which I may become liable as a result of the exercise of this Option.

                      ,                /s/  John L. Morgan
---------------------- ------          -----------------------------------------
                                       John L. Morgan

RECEIPT is hereby acknowledged of the delivery to me by Grow Biz International, Inc. on _______________, _____ of stock certificate no. _________ for __________ shares of Common Stock purchased by me pursuant to the terms and conditions of the option agreement referred to above.

/s/ John L. Morgan
-----------------------------------------
John L. Morgan

EXHIBIT 10.3

COMMON STOCK WARRANT

To Purchase 200,000
Shares of Common Stock of

Grow Biz International, Inc.

March 22, 2000

THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS CERTIFIES THAT, for value received Sheldon Fleck ("Fleck") or his registered assigns is entitled to subscribe for and purchase from Grow Biz International, Inc. (the "Company"), a Minnesota corporation, at any time after the date hereof to and including the Expiration Date (as defined in Section 1 hereof), Two Hundred Thousand (200,000) fully paid and nonassessable shares of the Company's Common Stock, no par value, at a price of $6.00 per share:

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

1. Expiration; Exercise; Transferability.

(a) This Warrant may be exercised in whole or in part, at any time after the date hereof to and including the Expiration Date. As used herein "Expiration Date" shall mean March 22, 2008.

(b) The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fractional share of stock), by written notice of exercise in the form appended hereto delivered to the Company on or prior to the Expiration Date, ten (10) days prior to the intended date of exercise and by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and upon payment to it of the purchase price for such shares by certified bank check or wire transfer of funds or by surrender to the Company of shares of the Company's Common Stock having a fair market value (as defined in Section 9(d) below) equal to the purchase price.

(c) This Warrant may be transferred subject to the opinion of counsel as provided by paragraph 7 herein that such transfer is not in violation of federal or state securities laws. In the event of any such transfer, the term "Warrants" as used hereinbelow shall apply to all of such transferred Warrants, in the aggregate.

2. Issuance of Shares. The Company agrees that the shares purchased hereby shall be and are deemed to be issued to the record holder hereof as of the close of business on the date on which this Warrant shall have been exercised by surrender of the Warrant and payment for the shares. Subject to the provisions of the next succeeding paragraph, certificates for the shares of stock so purchased shall be delivered to the holder hereof within a reasonable time, not exceeding ten (10) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the holder hereof within such time.

Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for shares of stock upon exercise of this Warrant, except in accordance with the provisions, and subject to the limitations, of paragraph 7 hereof.

3. Covenants of Company. The Company covenants and agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will upon receipt of payment therefor upon issuance, be duly authorized and issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of its common stock to provide for the exercise of the rights represented by this Warrant.

4. Anti-Dilution Adjustments. The above provisions are, however, subject to the following:

(a) In case the Company shall at any time hereafter subdivide or combine the outstanding shares of common stock or declare a dividend payable in common stock, the exercise price of this Warrant in effect immediately prior to the subdivision, combination or record date for such dividend payable in common stock shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend payable in common stock. Upon each adjustment of the exercise price, the holder of this Warrant shall thereafter be entitled to purchase, at the exercise price resulting from such adjustment, the number of shares obtained by multiplying the exercise price immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the exercise price resulting from such adjustment.

(b) No fractional shares of common stock are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share

which would otherwise be issuable in an amount equal to the same fraction of the market price per share of common stock on the day of exercise as determined in good faith by the Company.

(c) (i) If any capital reorganization or reclassification of the capital stock of the Company shall be effected in such a way that holders of common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for common stock, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such common stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant purchase price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.

(ii) In any event any consolidation or merger of the Company or the sale of all or substantially all of its assets, the Company shall give the holder of this Warrant notice of any such transaction, which notice shall be given at least 10 days prior to any record date which shall be established in connection with any shareholder meeting or consent solicitation with respect to such transaction.

Notwithstanding any language to the contrary set forth in this paragraph 4 (c), if an occurrence or event described herein shall take place in which the shareholders of the Company receive cash for their shares of common stock of the Company and a successor corporation or corporation purchasing assets shall survive the transaction then, at the election of the record holder hereof, such corporation shall be obligated to purchase this Warrant (or the unexercised part hereof) from the record holder without requiring the holder to exercise all or part of the Warrant. If such corporation refuses to so purchase this Warrant then the Company shall purchase the Warrant for cash. In either case the purchase price shall be the amount per share that shareholders of the outstanding common stock of the Company shall receive as a result of the transaction multiplied by the number of shares covered by the Warrant, minus the aggregate exercise price of the Warrant. Such purchase shall be closed within 60 days following the election of the holder to sell this Warrant.

(d) Upon any adjustment of the Warrant purchase price, then, and in each such case, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, which notice shall state the Warrant purchase price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price

upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

(e) If any event occurs as to which in the good faith determination of the Board of Directors of the Company the other provisions of this paragraph 4 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the holder of this Warrant or of common stock in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid.

5. Common Stock. As used herein, the term "common stock" shall mean and include the Company's presently authorized shares of common stock and shall also include any capital stock of any class of the Company hereafter authorized which shall not be limited to fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends or in the distribution, dissolution or winding up of the Company; provided that the shares purchasable pursuant to this Warrant shall include shares designated as common stock of the Company on the date of original issue of this Warrant or, in the case of any reclassification of the outstanding shares thereof, the stock, securities or assets provided for in Section 4 above.

6. No Voting Rights. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

7. Transfer of Warrant or Resale of Shares. In the event the holder of this Warrant desires to transfer this Warrant, or any common stock issued upon the exercise hereof, the holder shall provide the Company with a written notice describing the manner of such transfer in the form appended hereto and an opinion of counsel (reasonably acceptable to the Company) that the proposed transfer may be effected without registration or qualification (under any Federal or State law), whereupon such holder shall be entitled to transfer this Warrant or to dispose of shares of common stock received upon the previous exercise hereof in accordance with the notice delivered by such holder to the Company; provided, that an appropriate legend may be endorsed on this Warrant or the certificates for such shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act, as amended (the "Securities Act").

If, in the opinion of either of the counsel referred to in this paragraph 7, the proposed transfer or disposition described in the written notice given pursuant to this paragraph 7 may not be effected without registration or qualification of this Warrant or the shares of common stock issued upon the exercise hereof, the Company shall promptly give written notice thereof to the holder hereof, and such holder will limit its activities in respect to such proposed transfer or disposition as, in the opinion of both such counsel, are permitted by law.

8. Registration Rights.

(a) If the Company proposes to claim an exemption under Section 3(b) for a public offering of any of its securities or to register under the Securities Act (except by a claim of exemption or registration statement on Form S-8 or Form S-4 or any form that does not permit the inclusion of shares by its security holders) any of its securities, and provided that the holders of shares purchased or purchasable under the Warrants would be unable to sell all of such shares under Rule 144, the Company will give written notice to all registered holders of Warrants, and all registered holders of shares of common stock acquired upon the exercise of Warrants (the "Common Shares") of its intention to do so and, on the written request of any such registered holders given within twenty (20) days after receipt of any such notice, the Company will use its best efforts to cause all Common Shares which such holders shall have requested the registration or qualification thereof, to be included in such notification or registration statement proposed to be filed by the Company; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Company may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares otherwise to be included pursuant to this Section in the underwritten public offering may be proportionately reduced (among all shareholders seeking registration) to a number deemed satisfactory by the managing underwriter. Those shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to exceed 90 days from the effective date of the registration statement, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. All expenses of such offering, except the fees of special counsel to such holders and brokers' commissions or underwriting discounts payable by such holders, shall be borne by the Company.

(b) Further, provided that the holders of shares purchased or purchasable under the Warrants would be unable to sell all of such shares under Rule 144, on one occasion only upon request by the holders of Warrants and/or the holders of shares issued upon the exercise of the Warrants who collectively
(i) have the right to purchase at least 50% of the shares subject to the Warrants, (ii) hold directly at least 50% of the shares purchased under the Warrants, or (iii) have the right to purchase or hold directly an aggregate of at least 50% of the shares purchasable or purchased under the Warrants, the Company will promptly take all necessary steps, at the option of such holders, to register or qualify the sale of the Warrants or such shares by the holders thereof, under the Securities Act (and, upon the request of such holders, under Rule 415 thereunder) and such state laws as such holders may reasonably request; provided that (i) such request must be made by the Expiration Date; and (ii) the Company may delay the filing of any registration statement requested pursuant to this section to a date not more than sixty (60) days following the date of such request if in the opinion of the Company's principal investment banker at the time of such request such a delay is necessary in order not to adversely affect financing efforts then underway at the Company or if in the opinion of the Company such a delay is necessary or advisable to avoid disclosure of material nonpublic

information. The costs and expenses directly related to any registration requested pursuant to this section, including but not limited to legal fees of the Company's counsel, audit fees, printing expense, filing fees and fees and expenses relating to qualifications under state securities or blue sky laws incurred by the Company shall be borne entirely by the Company; provided, however, that the persons for whose account the securities covered by such registration are sold shall bear the expenses of underwriting commissions applicable to their shares and fees of their legal counsel. If the holders of Warrants and the holders of shares of common stock underlying the Warrants are the only persons whose shares are included in the registration pursuant to this section, such holders shall bear the expense of inclusion of audited financial statements in the registration statement which are not dated as of the Company's normal fiscal year or are not otherwise prepared by the Company for its own business purposes. The Company shall keep effective and maintain any registration, qualification, notification or approval specified in this paragraph for such period as may be necessary for the holders of the Warrants and such common stock to dispose thereof, and from time to time shall amend or supplement, at the holder's expense, the prospectus or offering circular used in connection therewith to the extent necessary in order to comply with applicable law. The Company covenants and agrees that it will use its best efforts to meet the qualifications to use a Form S-3 Registration Statement for the sale of the shares purchased or purchasable under the Warrants.

If, at the time any written request for registration is received by the Company pursuant to this Section 8(b), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 8(a) hereof rather than this Section 8(b), and the rights of the holders of Warrants and or shares issued upon the exercise of the Warrants covered by such written request shall be governed by Section 8(a) hereof.

(c) If and whenever the Company is required by the provisions of Sections 8(a) or 8(b) hereof to effect the registration of Warrants and/or shares issued upon the exercise of the Warrants under the Securities Act, the Company will:

(i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities, and use its diligent, good faith efforts to cause such registration statement to become and remain effective until the earlier of the date on which all the securities have been sold or the date the securities may be sold without restriction pursuant to Rule 144(k) under the Securities Act;

(ii) prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for the period required by Section 8(c)(i) above;

(iii) provide security holders' counsel with reasonable opportunities to review and comment on, and otherwise participate in, the preparation of such registration statement;

(iv) furnish to the security holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such security holders and underwriters may reasonably request in order to facilitate the public offering of such securities;

(v) use its diligent, good faith efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating holders may reasonably request in writing within 30 days following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;

(vi) notify the security holders participating in such registration, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;

(vii) notify such holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;

(viii) prepare and file with the Commission, promptly upon the request of any such holders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such holders (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Warrants or shares by such holder;

(ix) prepare and promptly file with the Commission and promptly notify such holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;

(x) advise such holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(xi) not file any amendment or supplement to such registration statement or prospectus to which a majority in interest of such holders shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least five business days prior to the filing thereof, unless in the opinion of counsel for the Company the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable federal or state law and such filing will not violate applicable law; and

(xii) at the request of any such holder, furnish on the effective date of the registration statement and, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement: (i) opinions, dated such respective dates, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, covering such matters as such underwriters and holder or holders may reasonably request; and (ii) letters, dated such respective dates, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the holder or holders making such request, covering such matters as such underwriters and holder or holders may reasonably request.

(d) The Company shall pay all Registration Expenses (as defined below) in connection with the inclusion of Shares in any Registration Statement, or application to register or qualify Shares under state securities laws, filed by the Company hereunder, other than as set forth herein. For purposes of this Agreement, the term "Registration Expenses" means the filing fees payable to the Commission, any state agency and the National Association of Securities Dealers, Inc.; the fees and expenses of the Company's legal counsel and independent certified public accountants in connection with the preparation and filing of the Registration Statement (and all amendments and supplements thereto) with the Commission; and all expenses relating to the printing of the Registration Statement, prospectuses and various agreements executed in connection with the Registration Statement. Notwithstanding the foregoing, the security holder will pay the fees and expenses of any legal counsel such holders may engage, as well as the holder's proportionate share of any custodian fees or commission or discounts which may be payable to any underwriter.

(e) The holders of Warrants and/or the holders of shares issued upon the exercise of the Warrants acknowledge that there may occasionally be times when the Company

must suspend the use of the prospectus forming a part of the Registration Statement, when there exists material non-public information relating to the Company (including, but not limited to, an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction (or negotiations with respect thereto)) which in the reasonable opinion of the Company's Board of Directors should not be disclosed. Accordingly, the Company may suspend resales pursuant to such Registration Statement for a period not to exceed sixty (60) days in any twenty-four (24) month period if the Company has been advised by counsel and the Board of Directors reasonably concurs that the information the Board reasonably believes should not be disclosed is material and therefore the prospectus forming a part of the Registration Statement is not current. Each such holder agrees that it shall not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the holder notice of the suspension of such prospectus and ending at the time the Company gives the holder notice that the holder may thereafter effect sales pursuant to such prospectus.

(f) The Company hereby indemnifies the holder of this Warrant and of any common stock issued or issuable hereunder, its officers and directors, and any person who controls such Warrant holder or such holder of common stock within the meaning of Section 15 of the Securities Act, against all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement, prospectus, notification or offering circular (and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission contained in information furnished in writing to the Company by such Warrant holder or such holder of common stock expressly for use therein, and each such holder by its acceptance hereof severally agrees that it will indemnify and hold harmless the Company and each of its officers who signs such registration statement and each of its directors and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act with respect to losses, claims, damages or liabilities which are caused by any untrue statement or omission contained in information furnished in writing to the Company by such holder expressly for use therein.

9. Additional Right to Convert Warrant.

(a) The holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time prior to its expiration into shares of Common Stock as provided for in this Section 9. Upon exercise of the Conversion Right, the Company shall deliver to the holder (without payment by the holder of any Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price for the Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the Warrant Shares immediately prior to the exercise of the Conversion Right) by
(y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right.

(b) The Conversion Right may be exercised by the holder, at any time or from time to time, prior to its expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company exercising the Conversion Right and specifying (i) the total number of shares of Common Stock the Warrantholder will purchase pursuant to such conversion and (ii) a place and date not less than one nor more than 20 business days from the date of the Conversion Notice for the closing of such purchase.

(c) At any closing under Section 9(b) hereof, (i) the holder will surrender the Warrant and (ii) the Company will deliver to the holder a certificate or certificates for the number of shares of Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share, and (iii) the Company will deliver to the holder a new warrant representing the number of shares, if any, with respect to which the warrant shall not have been exercised.

(d) "Fair Market Value" means, with respect to the Company's Common Stock, as of any date:

(i) if the Common Stock is listed or admitted to unlisted trading privileges on any national securities exchange or is not so listed or admitted but transactions in the Common Stock are reported on the NASDAQ National Market System, the reported closing price of the Common Stock on such exchange or by the NASDAQ National Market System as of such date (or, if no shares were traded on such day, as of the next preceding day on which there was such a trade); or

(ii) if the Common Stock is not so listed or admitted to unlisted trading privileges or reported on the NASDAQ National Market System, and bid and asked prices therefor in the over-the-counter market are reported by the NASDAQ system or National Quotation Bureau, Inc. (or any comparable reporting service), the mean of the closing bid and asked prices as of such date, as so reported by the NASDAQ System, or, if not so reported thereon, as reported by National Quotation Bureau, Inc. (or such comparable reporting service); or

(iii) if the Common Stock is not so listed or admitted to unlisted trading privileges, or reported on the NASDAQ National Market System, and such bid and asked prices are not so reported by the NASDAQ system or National Quotation Bureau, Inc. (or any comparable reporting service), such price as the Company's Board of Directors determines in good faith in the exercise of its reasonable discretion.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Grow Biz International, Inc. has caused this Warrant to be executed by its duly authorized officers and this Warrant to be dated as of March 22, 2000.

GROW BIZ INTERNATIONAL, INC.

By  /s/ Ronald G. Olson
-----------------------------------------

GROW BIZ INTERNATIONAL, INC.

EXERCISE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

GROW BIZ INTERNATIONAL, INC.

The undersigned, the holder of the within warrant, hereby irrevocably elects to exercise the purchase right represented by such warrant for, and to purchase thereunder ______________ shares of the Common Stock, no par value, of Grow Biz International, Inc. and herewith makes payment of $________________ therefor, and requests that the certificates for such shares be issued in the name of __________________________ and be delivered to _________________________ whose address is _________________________.

Dated:
       -------------------             -----------------------------------------
                                       (Signature must conform in all respects
                                       to the name of holder as specified on the
                                       face of the warrant)


                                       (Address)

(City - State - Zip)

ASSIGNMENT FORM
(TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT)

For value received, the undersigned hereby sells, assigns and transfers unto those individuals listed on Exhibit A, attached hereto, the right represented by the within warrant to purchase the number of shares opposite their names on the attached Exhibit A of Common Stock, no par value, of Grow Biz International, Inc. to which the within warrant relates, and appoints ______________________ attorney to transfer said right on the books of Grow Biz International, Inc., with full power of substitution in the premises.

Dated: ________________                SHELDON FLECK
                                       4611 Browndale Avenue
                                       Edina, MN 55424


                                      ------------------------------------------
                                      Sheldon Fleck

In the presence of:

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

CONVERSION NOTICE

(TO BE SIGNED ONLY UPON EXERCISE OF CONVERSION RIGHT
SET FORTH IN SECTION 9 OF THE WARRANT)

TO Grow Biz International, Inc.:

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the Conversion Right set forth in Section 9 of such Warrant and to surrender for conversion _______________ shares of the Common Stock of Grow Biz International, Inc. and to receive _________ shares of the Common Stock of Grow Biz International, Inc. The closing of this conversion shall take place at the offices of the undersigned on ____________________. Certificates for the shares to be delivered at the closing shall be issued in the name of ______________________________ whose address is _______________________________.

Dated:
       -------------------             -----------------------------------------
                                       (Signature must conform in all respects
                                       to the name of holder as specified on the
                                       face of the Warrant)


                                       (Address)

(City - State - Zip)

EXHIBIT 10.4

FOURTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT

This Fourth Amendment to Amended and Restated Credit Agreement (this "Amendment"), dated as of April 28, 2000, is made by and between GROW BIZ INTERNATIONAL, INC. and GROW BIZ GAMES, INC., each a Minnesota corporation (each a "Borrower" and collectively the "Borrowers"), and TCF NATIONAL BANK, a national banking association formerly known as TCF National Bank Minnesota (the "Bank").

RECITALS

The Borrowers and the Bank have entered into an Amended and Restated Credit Agreement dated as of October 14, 1998, as amended by a letter agreement amendment dated as of July 29, 1999, a Second Amendment to Amended and Restated Credit Agreement dated as of August 31, 1999 and a Third Amendment to Amended and Restated Credit Agreement (the "Third Amendment") effective as of December 25, 1999 (as so amended, the "Credit Agreement").

The Borrowers are currently in default of various financial covenants under the Credit Agreement and have requested that such defaults be waived by the Bank and that the maturity of the Credit Agreement be extended. The Bank has agreed to waive such defaults and extend the maturity to July 31, 2000, provided that certain amendments are made to the Credit Agreement and certain conditions are satisfied, as set forth herein. In addition, the Borrowers have requested the consent of the Bank to the sale of one of the Borrowers' stores, which consent the Bank has agreed to provide on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1. Defined Terms. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, the Glossary of Terms appearing as the Appendix to the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

"'Borrowing Base' means, at any time, an amount equal to:

(a) eighty-five percent (85%) of the Eligible Buying Group Accounts, computed on the basis of the most recent Borrowing Base Certificate; plus

(b) thirty percent (30%) of the Eligible Royalty Accounts, computed on the basis of the most recent Borrowing Base Certificate furnished to the Bank; plus

(c) fifty percent (50%) of Eligible Inventory, computed on the basis of the most recent Borrowing Base Certificate furnished to the Bank; plus

(d) $2,640,000, representing seventy-five percent (75%) of the appraised fair market value of the real property subject to that certain Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of December 30, 1999 by International in favor of the Bank."

"'Fourth Amendment' means that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of April 28, 2000."

"'Maximum Line' means $7,500,000."

"'Revolving Loan Maturity Date' means July 31, 2000."

2. The Revolving Loan. Section 3.2(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

"General Terms and Conditions. The Bank agrees, on the terms and conditions herein set forth, to make Revolving Advances to the Borrowers from time to time from the date hereof to and including July 31, 2000, or the earlier termination of the Commitment to make Revolving Advances pursuant to Section 9.2 hereof, in an aggregate amount not to exceed at any time outstanding the lesser of (i) the Revolving Commitment Amount or
(ii) the Borrowing Base. The minimum amount of each Revolving Advance shall be $50,000. Within the above limits, the Borrowers may borrow, prepay and reborrow Revolving Advances under this Section 3.2(a). From and after the date of the first Revolving Advance, accrued interest on the Revolving Note shall be due and payable monthly, commencing on the tenth
(10th) day of the month following the date of the first Revolving Advance, and on the same day of each month thereafter until payment in full of the Revolving Note. On the Revolving Loan Maturity Date the remaining unpaid principal balance of the Revolving Advances and all accrued and unpaid interest shall be due and payable."

3. Normal Rate of Interest on Revolving Note. Section 3.2(d) of the Credit Agreement is hereby amended in its entirety to read as follows:

"(d) Normal Rate of Interest. The principal balance of the Revolving Note outstanding from time to time shall bear interest from the date hereof until paid in full at an annual rate which shall at all times be equal to the Base Rate plus one percent (1.00%), which annual rate shall change when and as the Base Rate changes; subject, however, to imposition of the Default Rate pursuant to Section 4.5."

4. Term Loan B. Section 3.3(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

"(a) General Terms and Conditions. The Bank made Term Loan B Advances to the Borrowers during the period from October 14, 1998 to and including March 31,

1999, on which date the aggregate unpaid principal amount of the Term Loan B Advances was $8,000,000. The Bank has no obligation to make any additional Term Loan B Advances. The Term Loan B Advances shall be repayable in monthly installments of principal and interest, which such payments began on April 1, 1999. On May 10, 2000, June 10, 2000 and July 10, 2000, accrued interest for the previous month shall be due and payable, together, each such month, with a principal payment in the amount of $150,000. On July 31, 2000 (the 'Term Loan B Maturity Date'), the remaining principal balance of the Term Loan B Advances together with all accrued and unpaid interest thereon shall be due and payable. Such monthly payment amount may change as the interest rate changes due to any implementation of the Default Rate. As of April 28, 2000, the outstanding principal balance of the Term Loan B Advances was $6,500,000."

5. Existing Term Loan. Section 3.4(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

"(a) General Terms and Conditions. On August 8, 1997, the Bank made a single advance term loan to International in the amount of $4,500,000 (the "Existing Term Loan Advance"). The Existing Term Loan shall be repaid by the Borrowers in equal principal payments of $75,000 per month, which such payments began on October 10, 1997, and shall continue until July 31, 2000 (the 'Existing Term Loan Maturity Date'), at which time a final payment of the remaining unpaid principal balance and all accrued and unpaid interest thereon shall be made. Interest on the Existing Term Loan Advance shall be payable monthly on the tenth (10th) day of the next succeeding month and at maturity or earlier prepayment in full. As of April 28, 2000, the outstanding principal balance of the Existing Term Loan Advance was $2,175,000."

6. Capital Base. Section 7.10 of the Credit Agreement is hereby amended in its entirety to read as follows:

"Section 7.10 Capital Base. For each period described below, International will maintain at all times, on a consolidated basis, its Capital Base in an amount not less than:

       Period              Capital Base
       ------              ------------

3/1/00 through 3/31/00     $800,000
4/1/00 through 4/30/00     $800,000
5/1/00 through 5/31/00     $950,000
6/1/00 through 6/30/00     $1,100,000
7/1/00 through 7/31/00     $1,100,000"

7. Total Liabilities to Capital Base Ratio. Section 7.11 of the Credit Agreement is hereby deleted and replaced with the following:

"Section 7.11 - RESERVED."

All references to "Section 7.11" elsewhere in the Credit Agreement are accordingly hereby deleted.

8. Minimum Debt Service Coverage Ratio. Section 7.12 of the Credit Agreement is hereby deleted and replaced with the following:

"Section 7.12 - RESERVED."

All references to "Section 7.12" elsewhere in the Credit Agreement are accordingly hereby deleted.

9. Minimum EBIT. Section 7.13 of the Credit Agreement is hereby deleted and replaced with the following:

"Section 7.13 - RESERVED."

All references to "Section 7.13" elsewhere in the Credit Agreement are accordingly hereby deleted.

10. Application of Tax Refund to Obligations. Section 7.14 of the Credit Agreement is hereby amended to read as follows:

"Section 7.14 Application of Tax Refund. The Borrowers hereby acknowledge and agree that any and all tax refunds to be received by either of them are subject to the Bank's first prior security interest therein and further agree to deliver to the Bank, properly endorsed, any check and direct to the Bank any wire transfer, in each case, for application to the Obligations, with respect to any tax refund or other payment made by a taxing authority (federal, state or otherwise) to or for the benefit of either of the Borrowers, and to take such other steps as the Bank shall request regarding any such tax refund or other payment in order to give effect to this Section 7.14. Notwithstanding Section 4.3 or any other provision of this Agreement, any and all such tax refunds shall be applied: first to payment or prepayment of all monthly principal installments due or to become due on the Term Loan B Advances and the Existing Term Loan Advances pursuant to Section 3.3(a) and Section 3.4(a), respectively; second to prepayment of the remainder of the Term Loan B Advances and the Existing Term Loan Advances in such order as the Bank may determine in its sole discretion until the Term Loan B Advances and the Existing Term Loan Advances have been fully repaid; and third to payment of the other Obligations in such order as the Bank may determine in its sole discretion. The Bank waives any prior notice requirement under
Section 3.2(f), Section 3.3(f) and Section 3.4(d) for prepayments made from tax refunds under this Section."

11. Waiver of Defaults. The Borrowers are in default of the financial covenants set forth in Sections 7.10, 7.11, 7.12 and 7.13 of the Credit Agreement for periods through March 31,

2000 (collectively, the "Defaults"). Upon the terms and subject to the conditions set forth in this Amendment, the Bank hereby waives the Defaults. This waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and this waiver shall not entitle either Borrower to any other or further waiver in any similar or other circumstances.

12. Consent to Sale of Hennepin Avenue Store. The Borrowers have negotiated a sale of their store located at 3505 Hennepin Avenue South, Minneapolis, Minnesota 55408, and certain personal property located at that store, on terms previously disclosed to the Bank. Such sale would violate
Section 8.9 of the Credit Agreement which, among other things, prohibits either Borrower from selling a substantial part of its assets to any Person other than in the ordinary course of business, and Section 3(a) of the Security Agreement dated as of October 14, 1998 between the Borrowers and the Bank (the "Security Agreement"), which, among other things, prohibits either Borrower from selling or otherwise disposing of any Collateral (as defined in the Security Agreement). The Borrowers have requested that the Bank consent to this transaction.

The Bank hereby consents to this certain transaction upon the terms and subject to the conditions set forth in this Amendment. The Borrowers acknowledge that the proceeds of the above-referenced sale shall constitute proceeds of Collateral (as defined in the Security Agreement). As a requirement of this consent, the Borrowers shall cause such sale proceeds to be delivered directly to the Bank for application to the Obligations in the same manner as set forth for application of tax refunds under Section 7.14 of the Credit Agreement (as amended by this Amendment). This consent shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle the Borrowers to any other or further consent in any similar or other circumstances.

13. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

14. Representations and Warranties. The Borrowers hereby represent and warrant to the Bank as follows:

(a) The Borrowers have all requisite power and authority to execute this Amendment and to perform all of their obligations hereunder, and this Amendment has been duly executed and delivered by the Borrowers and constitutes the legal, valid and binding obligation of the Borrowers, enforceable in accordance with its terms.

(b) The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrowers or the articles of incorporation

or by-laws of the Borrowers, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which either Borrower is a party or by which it or its properties may be bound or affected.

(c) All of the representations and warranties contained in Article VI of the Credit Agreement are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

15. Conditions Precedent. This Amendment, the waiver set forth in Section 11 hereof, and the consent set forth in Section 12 hereof, shall be effective when the Bank shall have received a fully executed original hereof, together with each of the following, each in substance and form acceptable to the Bank in its sole discretion:

(a) A certificate of authority of each of the Borrowers certifying as to (i) the resolutions of the board of directors of such Borrower approving the execution and delivery of this Amendment, as well as the Third Amendment, the mortgage, the trademark security agreement, and certain other documents required under Section 5.3 of the Credit Agreement, (ii) the fact that the articles of incorporation and bylaws of such Borrower, which were certified to the Bank pursuant to the certificate of authority of such Borrower's secretary or assistant secretary in connection with the execution and delivery of the Credit Agreement continue in full force and effect and have not been amended or otherwise modified except as set forth in the certificate to be delivered, and (iii) certifying that the officers and agents of such Borrower who have been certified to the Bank, pursuant to the certificate of authority of such Borrower's secretary or assistant secretary dated as of October 14, 1998 (as modified by a Supplemental Secretary's Certificate dated as of July 29, 1999) as being authorized to sign and to act on behalf of such Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of such Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of such Borrower.

(b) Such other items as the Bank may, in its discretion, require.

16. References. All references in the Credit Agreement to "this Agreement" shall be deemed to refer to the Credit Agreement as amended hereby; and any and all references in the Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

17. No Other Waiver. Except as set forth in Section 11 of this Amendment, above, the execution of this Amendment shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Security Document or other document held by the Bank, whether or not known to the Bank and whether or not existing on the date of this Amendment.

18. Release. Each Borrower hereby absolutely and unconditionally releases and forever discharges the Bank, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnities, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which such Borrower has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

19. Costs and Expenses. Each Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse the Bank on demand for all costs and expenses incurred by the Bank in connection with the Credit Agreement, the Security Documents and all other documents contemplated thereby, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, each Borrower specifically agrees to pay all fees and disbursements of counsel to the Bank for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. Each Borrower hereby agrees that the Bank may, at any time or from time to time in its sole discretion and without further authorization by either Borrower, make a loan to the Borrowers under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

20. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

GROW BIZ INTERNATIONAL, INC.

By /s/ David J. Osdoba, Jr.
   --------------------------------------
   David J. Osdoba, Jr.
   Its Vice President of Finance and Chief
   Financial Officer

GROW BIZ GAMES, INC.

By /s/ David J. Osdoba, Jr.
   --------------------------------------
   David J. Osdoba, Jr.
   Its Vice President of Finance and Chief
   Financial Officer

TCF NATIONAL BANK

[SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT]