<PAGE>


                                  WARRANT AGREEMENT


                                       BETWEEN

                            BROTHERS WARRANT HOLDINGS I, 
                           A CALIFORNIA GENERAL PARTNERSHIP

                                         AND

                            BROTHERS GOURMET COFFEES, INC.
                            DATED AS OF DECEMBER 27, 1996




THE WARRANT AND WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.  THE WARRANT
AND WARRANT SECURITIES, AS THE CASE MAY BE, MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE
ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT
WITH RESPECT TO THE WARRANT AND WARRANT SECURITIES, AS THE CASE MAY BE, UNDER
THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.
<PAGE>

                                  WARRANT AGREEMENT
 
          THIS WARRANT AGREEMENT (this "AGREEMENT") is dated as of the 27th of
December, 1996, and executed by and between BROTHERS WARRANT HOLDINGS I, A
CALIFORNIA GENERAL PARTNERSHIP ("BWHI"), and BROTHERS GOURMET COFFEES, INC., a
Delaware corporation (the "COMPANY").

          WHEREAS, the Company has agreed to grant to BWHI or its assigns a 
common stock warrant in the form attached hereto as EXHIBITS A hereto (the 
"WARRANT") to acquire shares of the Company's Common Stock. This Agreement 
sets  forth certain rights and obligations of the Company and BWHI with 
respect to the Warrant.

          NOW, THEREFORE, in consideration of the foregoing and the mutual 
covenants, representations, warranties and agreements contained in this 
Agreement, the parties hereto agree as follows:

                                   I.  DEFINITIONS

          Section 1.01   DEFINED TERMS.  As used in this Agreement, the  
following capitalized terms shall have the meanings respectively assigned to 
them below, which meanings shall be applicable equally to the singular and 
plural forms of the terms so defined.  Terms not otherwise defined herein 
shall have the meanings ascribed to such terms in that certain Securities 
Purchase Agreement, dated September 20, 1996, between the Company and Siena 
Capital Partners, L.P. (the "BRIDGE LOAN AGREEMENT"), and that certain Senior 
Subordinated Note Agreement dated December 27, 1996, between the Company and 
Dilmun Financial Services (the "SUBORDINATED LOAN AGREEMENT").  To the extent 
of any conflict in defined terms in the Bridge Loan Agreement and the 
Subordinated Loan Agreement, the definitions in the Subordinated Loan 
Agreement shall govern.  To the extent of any conflict or inconsistency in 
the information contained in the DISCLOSURE SCHEDULE and the SCHEDULES, 
unless clearly indicated otherwise, the information set forth in the 
Schedules shall govern and/or be controlling. 

          "ADJUSTMENT TRANSACTION" shall mean any of:  (i) the issuance or 
sale of Common Stock, Class B Common Stock or Common Stock Equivalents for 
less than Fair Value (as hereinafter defined) (other than delivery of shares 
of Common Stock upon exercise of this Warrant), in addition to the number of 
shares outstanding as of the date hereof, as disclosed herein, including, 
without limitation, any issuance of Common Stock, Class B Common Stock or 
Common Stock Equivalents in connection with the settlement of that certain 
litigation disclosed as Items 1.5(n)1, 2 and 3 in the DISCLOSURE SCHEDULE and 
Items 1., 2., 3. and 4. in the Schedules (the "SETTLEMENT STOCK"), which 
Settlement Stock is valued at less than Fair Value as of the date of such 
settlement or as of the date such Settlement Stock is actually tendered to 
the participants in said litigation, (ii) the declaration of a Dividend upon, 
or distribution in respect of, any of the Company's capital stock, payable in 
Common Stock or Common Stock Equivalents, (iii) the 

                                    1
<PAGE>

subdivision or combination by the Company of its outstanding Common Stock 
into a larger or smaller number of shares of Common Stock, as the  case may 
be, (iv) any capital reorganization or reclassification of the Common Stock 
or Class B Common Stock of the Company, (v) the consolidation or merger of 
the Company or any Subsidiary (as hereinafter defined) with or into another  
corporation, (vi) the sale or transfer or other disposition of all or 
substantially all of the property of the Company, (vii) the dissolution, 
liquidation or winding up of the Company or (viii) any event as to which the 
foregoing clauses are not strictly applicable, but the failure to make an 
adjustment in the Exercise Price hereunder would not fairly protect the 
purchase rights, without dilution, represented by the Warrant.

          "CLASS B COMMON STOCK" shall mean Class B Common Stock, $.0001 par 
value per share, of the Company.

          "COMMON EQUITY" shall mean the total equity interest in the Company 
represented by the Common Stock and the Class B Common Stock and shall 
include Common Equity resulting from any reorganization, reclassification or 
recapitalization or similar event.

          "COMMON STOCK" shall mean common stock, $.0001 par value per share, 
of the Company.

          "COMMON STOCK EQUIVALENTS" shall mean all options, warrants  
(including the Warrant), convertible securities, securities and other rights 
(in each case whether now existing or hereafter issued or arising) to acquire 
from the Company shares of Common Stock or Class B Common Stock (without 
regard to whether such options, warrants, convertible securities, securities 
and  other rights are then exchangeable, exercisable or convertible in full, 
in part or at all).

          "DISCLOSURE SCHEDULE" shall mean the schedules to the Bridge Loan 
Agreement.

          "DIVIDEND" means, as to any Person (as hereinafter defined), any 
declaration or payment of any dividend (other than a stock dividend) on, or 
the making of any pro rata distribution, loan, advance, or investment to, 
any shares of capital stock of such Person.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as  
amended, and the rules and regulations promulgated thereunder, and any 
successor provisions thereto.

          "EXERCISE PRICE" shall have the meaning given in the Warrant, as 
adjusted from time to time pursuant to the terms of the Warrant and this 
Agreement.

          "EXPIRATION PERIOD" means the period commencing on the date hereof 
through and including the seventh anniversary of the date hereof or, in the 
event the seventh anniversary is not a Business Day (as hereinafter defined), 
the next succeeding Business Day.

          "EXERCISE QUANTITY" shall mean the number of shares of Common Stock,
determined from time to time, taking into account all shares of Common Stock
theretofore issued upon exercise of 

                                      2
<PAGE>

the Warrant, required to be issued by the Company to the Holders of the 
Warrant. Exercise Quantity shall initially have the meaning given in the 
Warrant, and may be adjusted from time to time, pursuant to the provisions of 
the Warrant and this Agreement.

          "FAIR VALUE" means, so long as, (a) the Company maintains its 
listing on a national stock exchange, the NASDAQ system or another 
inter-dealer quotation system; and (b) there exists and is continuing a 
public float having a minimum value of $15 million based on an average 
trailing twenty (20) trading-day period, to the extent such definition is  
applicable, with reference to the Warrant Securities (as hereinafter defined) 
and the Common Stock on a per share basis, the  current market price per 
share of the Common Stock as of any date of determination.  Notwithstanding 
the foregoing, in the event the standards set forth in the preceding sentence 
have not been met or with respect to other appropriate security, property, 
assets, business or entity, "Fair Value" shall mean the fair value of such 
item as determined by mutual agreement reached by the Holder and the Company 
or, in the event the parties are unable to agree, an opinion of an  
independent investment banking firm or firms in accordance with the following 
procedure.  In the case of any event which gives rise to a requirement to 
determine "Fair Value" pursuant to this Agreement, the Company shall be 
responsible for initiating the process by which Fair Value shall be 
determined as promptly as practicable, but in any event within sixty (60) 
days following such event and if the procedures contemplated herein in 
connection with determining Fair Value have not been complied with fully, 
then any such determination of Fair Value for any purpose of this Agreement  
shall be deemed to be preliminary and subject to adjustment pending full 
compliance with such procedures.  Upon the occurrence of an event requiring 
the determination of Fair Value, the Company shall give the Holder(s) of the 
Warrant notice of such event, and the Company and the Holders shall engage in 
direct good faith discussions to arrive at a mutually agreeable determination 
of Fair Value.

          In the event the Company and the Holder(s) (as hereinafter defined) 
are unable to arrive at a mutually agreeable determination within thirty (30) 
days of the notice, the Company and the Holder(s) of the Warrant (who, if 
more than one, shall agree among themselves by a majority) shall each retain 
a separate independent investment banking firm of national reputation (which 
firm, in either case, may be the independent investment banking firm 
regularly retained by the Company or any such Holder). Such firms shall 
jointly determine the Fair Value of the security, property, assets, business 
or entity, as the case may be, in question and deliver their opinion in 
writing to the Company and to such Holder within thirty (30) days of their 
retention.  In no event shall the marketability, or lack thereof, or lack of 
registration of a security be a factor in determining the "Fair Value" of 
such security.

          If such firms cannot jointly make such determination within such 
30-day period, then, unless otherwise directed by agreement of the Company 
and the Holder(s) of a majority or more of the Warrant, such firms, in their 
sole discretion, shall choose another independent investment banking firm of 
the Company or such Holder(s), which firm shall make such determination and 
render such an opinion.  In either case, the determination so made shall be  
conclusive and binding on the Company and such Holder(s).  The fees and 
expenses of the investment banking 

                                     3
<PAGE>

firm retained by Holder(s) pursuant to this provision shall be borne by 
Holder(s).  The fees and expenses of all other investment banking firms 
retained pursuant to this provision shall be borne by the Company.

          "HOLDER" or "HOLDERS" shall mean the Person(s) then registered as 
the owner(s) of the Warrant or Warrant Securities, as the case may be, on the 
books and records of the Company.

          "PERSON" shall mean any individual, corporation, partnership,  
limited liability company, association, joint-stock company, trust, estate, 
unincorporated  organization, joint venture, court or governmental or 
political subdivision or agency thereof.

          "PREFERRED STOCK" shall mean Preferred Stock, $1.00 par value per 
share, of the Company.

          "REGISTRABLE SECURITIES" shall have the meaning assigned to it in 
SECTION 6.01 hereof.
          
          "SCHEDULES" shall mean the Schedules to the Subordinated Loan 
Agreement.

          "SUBSIDIARY" shall mean any corporation as to which an aggregate of 
more than 50% of the outstanding voting stock is at any time directly or 
indirectly owned by the Company, or by one or more of its Subsidiaries or by 
the Company and one or more of its Subsidiaries.

          "WARRANT SECURITIES" shall mean the shares of Common Stock (or 
other securities representing Common Stock) purchasable or purchased from 
time to time under the Warrant or acquired upon any transfer of any such 
shares, together with all additional securities received in payment of 
dividends or distributions on or splits of those securities or received as a 
result of the adjustments provided for in ARTICLE V hereof.

                                     II.  WARRANT

          On the date hereof, the Company will grant to BWHI, for good  and 
valuable consideration, the Warrant in the form attached as EXHIBIT A hereto. 
BWHI and any subsequent Holder of the Warrant and of Warrant Securities 
shall have the rights and obligations provided for in the Warrant and in this 
Agreement.

                 III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants as follows:

          (a)  The execution and delivery of this Agreement and the Warrant 
have been duly and properly authorized by all requisite corporate action of 
the  Company and its board of directors, and, except as disclosed in the 
DISCLOSURE SCHEDULE AND THE Schedules, no consent of any other Person is 
required as a prerequisite to the validity and enforceability of this 
Agreement and the Warrant that has not been obtained.  The Company has the 
full legal right, power and authority to 

                                       4
<PAGE>

execute and deliver this Agreement and the Warrant and to perform its 
obligations hereunder and thereunder. When issued and delivered  pursuant to 
this Agreement, the Warrant will have been duly executed, issued and 
delivered and will constitute valid and legally binding obligations of the 
Company entitled to the benefits  provided herein and therein.

          (b)  Except as set forth in the DISCLOSURE SCHEDULE AND THE 
Schedules, the Company is not a party to or otherwise subject to any contract 
or agreement which restricts or otherwise affects its right or ability to 
execute and deliver this Agreement or the Warrant or to perform any 
obligation hereunder or thereunder (including, without limitation, issuance 
of the Warrant Securities). Neither the execution or delivery of this 
Agreement or the Warrant, nor compliance therewith (including, without 
limitation, issuance of the Warrant Securities), will conflict with, or 
result in a breach of the terms, conditions or  provisions of, or constitute 
a default under, or result in any violation of, or result in the creation of 
any  material lien upon any properties of the Company under, or require any 
consent, approval, or other action by, notice to or filing with any court or 
Governmental Person pursuant to the Certificate of Incorporation or By-laws 
of the Company, as currently in effect, any award of any arbitrator, or any 
material agreement,  instrument or law to which the Company is subject or by 
which it is bound.

          (c)  On the date hereof, the authorized capital stock of the 
Company will consist of:  (i) 15,000,000 shares of Common Stock; (ii) 
2,000,000 shares of Class B Common Stock, and (iii) 10,000,000 shares of 
Preferred Stock.  As of September 27, 1996, the Company had issued and 
outstanding (A) 10,362,605 shares of Common Stock, (B) 839,332 shares of 
Class B Common Stock and (C) no shares of Preferred Stock.  All such 
outstanding shares are validly issued, fully paid and nonassessable.  Except 
as disclosed in the DISCLOSURE SCHEDULE, and the SCHEDULES, and except for 
the Warrant issued to BIB Holdings Bermuda L.H. ("BIB") in connection with 
the closing of the Subordinated Loan Agreement (the "BIB WARRANT"), there are 
no rights, options or warrants of any kind outstanding to purchase or acquire 
Common Stock or Class B Common Stock or any other ownership interest in the 
Company, nor are there other securities, obligations, agreements or rights of 
any kind outstanding which are exercisable for, convertible into or 
exchangeable for any Common Stock or Class B Common Stock or any other 
ownership interests in the Company or under the terms of which the parties 
thereto have the right to purchase or acquire Common Stock, Class B Common 
Stock or Common Stock Equivalents.  Except as disclosed in the DISCLOSURE 
SCHEDULE and the SCHEDULES, and except for the BIB Warrant, the issuance by 
the Company of the Warrant and the Warrant Securities is not subject to any 
preemptive or similar right of any Person pursuant to statute, contract or 
understanding.

          (d)  Except as provided in this Agreement and except as provided in 
the Subordinated Loan Agreement and BIB Warrant, the Company is not subject 
to any obligation to repurchase or otherwise acquire or retire any shares of 
capital stock.  Except as disclosed in the DISCLOSURE SCHEDULE and except as 
provided in the Subordinated Loan Agreement and BIB Warrant, there is no 
commitment of the Company to issue any shares, warrants, options, or other 
such rights, or to distribute to holders of any class of its capital stock 
any evidences of indebtedness or assets, or to pay any Dividend or make any 
other distribution in respect thereof.

                                      5
<PAGE>

          (e)  The Warrant is, and the Warrant Securities will be, issued by 
the Company to BWHI in a transaction exempt from registration and 
qualification under the applicable federal and state securities laws.

          (f)  Except as disclosed in the DISCLOSURE SCHEDULE AND THE 
SCHEDULES, AND EXCEPT AS PROVIDED FOR IN THE SUBORDINATED LOAN AGREEMENT AND 
BIB WARRANT, there is not in effect on the date of this Agreement any 
agreement by the Company (other than this Agreement) pursuant to which any 
holders of securities of the Company have a right to cause the Company to 
register such securities under the Securities Act.

                                    IV.  COVENANTS

          Section 4.01   COVENANTS OF THE COMPANY.  The Company hereby 
covenants and agrees that, during the term of this Agreement, unless all of 
the Holders of the Warrant agree otherwise in writing: 

          (a)  Each of the Warrant Securities issued and delivered upon the 
exercise of the Warrant and payment of the Exercise Price will be duly and 
validly authorized and issued, will be fully paid and nonassessable, and will 
not be subject to any unpaid tax or any lien, whether respecting their 
issuance to and purchase by the Holder of the Warrant or otherwise. The 
Company will take all such actions as may be necessary to assure that all 
such shares of Common Stock may be so issued without violation of any 
applicable law or governmental regulation or any requirements of any domestic 
securities exchange upon which shares of Common Stock may be listed.

          (b)  The Company shall, but only to the extent shares of Common 
Stock are legally available and subject to the rights of BIB under the BIB 
Warrant which shall take precedence over BWHI's rights hereunder, reserve and 
at all times keep available for issuance an authorized number of shares of 
Common Stock sufficient to permit the full and immediate exercise of the 
Warrant and the full and immediate exercise, exchange and  conversion of all 
other securities, options, warrants and other rights issued or granted by the 
Company.

          (c)  The Company shall not permit the par value of its Common Stock 
to exceed, at any time, the Exercise Price and shall take all such actions as 
may be  necessary or appropriate to ensure that it does not do so.

          (d)   The Company shall not create or permit the existence of any 
class of common stock, preferred stock, or any class or series of securities 
having voting rights other than as may be required by statute, or any other 
class or series of securities having any liquidation, Dividend or other 
preference, other than the Common Stock, the Class B Common Stock and the 
Preferred Stock.

          (e)  As soon as available, and in no event later than the dates 
filed with the SEC or 

                                    6
<PAGE>

any other Governmental Person or other regulatory authority, if such 
documents are so filed, the Company shall deliver to the Holder(s) of the 
Warrant and the Warrant  Securities copies of (i) all annual, quarterly and 
monthly financial statements made available by the Company to its 
stockholders, (ii) all reports, notices and proxy or information statements 
sent or made available generally by the Company to its stockholders, and 
(iii) all regular and periodic reports and all registration statements, 
prospectuses and other information filed by the Company with the Commission, 
relevant state authorities or any securities exchange, securities quotation  
system or other self-regulatory organization.

          (f)  The Company shall cooperate with the Holder(s) of the Warrant 
and the Warrant Securities in supplying such information as may be reasonably 
necessary for the Holder(s) to complete and file any information or other 
reporting forms from time to time required by the Commission, relevant state 
authorities or any securities exchange, securities quotation system or other 
self-regulatory organization, including, without limitation, information 
pertaining to or required for the availability of any exemption from the 
securities laws for the sale, transfer or other disposition of the Warrant or 
any of the Warrant Securities.

          Section 4.02   INDEMNIFICATION.

          (a)  In connection with any registration or qualification of 
Warrant Securities hereunder, the Company agrees that BWHI and each other 
Holder of the Warrant or any Warrant Securities purchased hereunder, any 
underwriter(s), and their respective directors, officers, employees, 
attorneys and agents, as well as each other Person (if any) controlling any 
of the foregoing Persons within the meaning of Section 15 of the Securities 
Act, or Section 20 of the Exchange Act, shall not incur any liability for 
acts and omissions arising out of or related directly or indirectly to the 
Warrant, the Warrant Securities, this Agreement, any registration statement 
or prospectus or any misstatement or omission of a material fact therein; and 
the  Company hereby expressly waives any and all claims and actions which it 
now has or may hereafter at any time have against BWHI and each other Holder 
of the Warrant or underlying Warrant Securities, and their respective 
directors, officers, employees, attorneys and agents, arising out of or 
related directly or indirectly to any and all of the foregoing acts, 
omissions and circumstances, except insofar as such liability is caused by 
untrue statements or alleged untrue statements or omissions or alleged 
omissions and is based upon information furnished in writing by Holder 
expressly for use  therein.

          (b)  The Company agrees to defend, indemnify and hold harmless BWHI 
and each other Holder of the Warrant, this Agreement, or any Warrant Security 
purchased hereunder, any underwriter(s), and their respective directors, 
officers, employees, attorneys and agents, as well as each other Person (if 
any) controlling any of the foregoing Persons within the meaning of Section 
15 of the Securities Act, or Section 20 of the Exchange Act, from and 
against any and all claims, liabilities, losses and expenses (including, 
without limitation, the disbursements, expenses and fees of their respective 
attorneys) that may be imposed upon, incurred by, or asserted against any of 
them, any of their respective directors, officers, employees, attorneys and 

                                     7
<PAGE>

agents, or any such control Person, under the Securities Act, the Exchange 
Act or any other  statute or at common law, insofar as such losses, claims, 
damages or liabilities (or actions in respect thereof), arise out of or are 
related directly or indirectly to: (i) the Warrant or the Warrant  
Securities, (ii) any registration statement or prospectus, (iii) any alleged 
untrue statement of any material fact contained, on the effective date 
thereof, in any registration statement under which such securities were 
registered under the Securities Act or the Exchange Act, or in any 
preliminary prospectus or final prospectus contained therein, or any 
amendment or supplement thereto, or (iv) any alleged omission to state 
therein a material fact required to be stated therein or  necessary to make 
the statements therein not misleading, and shall reimburse such Persons for 
any legal or any  other expenses reasonably incurred by such Persons in 
connection with investigating or defending any such loss, claim, damage, 
liability or action; provided, however, that the Company shall not be liable 
in any such case to the extent that any such loss, claim, damage or liability 
arises out of or is based upon any alleged untrue statement or alleged 
omission made in such registration statement, preliminary prospectus, 
prospectus or amendment or supplement in reliance upon and in conformity with 
written information furnished to the Company through an instrument duly 
executed by such  respective Person specifically for use therein.  Such 
indemnity shall remain in full force and effect regardless of any 
investigation made by or on behalf of any such indemnified Person, and shall 
survive the transfer of such securities by such Person.  Promptly after 
receipt of notice of the commencement of any action in respect of which 
indemnity may be sought against the Company, the Company shall assume the 
defense of such action (including the employment of counsel, who shall be 
counsel reasonably satisfactory to the party seeking indemnity hereunder) and 
the payment of expenses insofar as such action shall relate to any alleged 
liability in respect of which indemnity may be sought against the Company. 
The Company shall not, except with the approval of each party being 
indemnified under this SECTION 4.02, consent to entry of any judgment or 
enter into any settlement that does not include as an unconditional term 
thereof the giving by the claimant or plaintiff to the parties being so 
indemnified of a release from all liability in respect to such claim or 
litigation.

          Section 4.03   LISTING ON THE SECURITIES EXCHANGE.  The Company 
shall, at its expense, list on any securities exchange where it lists its 
Common Stock, and maintain and increase when necessary such listing of all 
outstanding Warrant Securities so long as any shares of Common Stock shall be 
so listed.  The Company shall also so list on each securities exchange, and 
will maintain such listing of, any other securities which the holder of the 
Warrant shall be entitled to receive upon the exercise thereof if at the 
time any securities of the same class shall be listed on such securities 
exchange by the Company.

          Section 4.04   REPURCHASES AND REDEMPTIONS.  Except as otherwise 
permitted under the Subordinated Loan Agreement and the BIB Warrant, the 
Company shall not repurchase or redeem any of its equity securities or any 
securities convertible into or exchangeable for such equity securities or any 
warrants or other rights to purchase such  equity securities unless it 
concurrently makes a cash payment to the Holder(s) of the Warrant equal to 
the product of:  (1) the quotient obtained by dividing (x) the aggregate 
amount of cash and the aggregate Fair Value 

                                    8
<PAGE>

of any property paid out by the Company in connection with any such 
repurchase or redemption by (y) the number of shares of Common Stock and 
Common Stock Equivalents  outstanding immediately after such repurchase or 
redemption (excluding Warrant Securities) and (2) the number of shares of 
Common Stock issuable upon the exercise of the Warrant. 

                                V.  ANTIDILUTION

          Section 5.01   NO DILUTION OR IMPAIRMENT.  The Company hereby 
acknowledges that the initial number of shares issuable upon exercise of the 
Warrant was calculated based upon 2.60% of the number of shares of Common 
Stock, Class B Common Stock and Common Stock Equivalents outstanding and the 
representation of the Company that the number of shares of Common Stock and 
Common Stock Equivalents outstanding as of the date hereof (including the  
Warrant Securities) was Fifteen Million Four Hundred Two Thousand Eight 
Hundred Thirty (15,402,830) shares.  If for any reason it shall hereafter be 
determined by the Company that the actual number of shares of Common Stock, 
Class B Common Stock and Common Stock Equivalents outstanding as of the Date 
hereof was different from the foregoing, the Company will notify the 
Holder(s) of such determination and if the Holder(s) does not dispute the 
same, the Company shall forthwith reissue the Warrant with an appropriate 
proportional increase in the Exercise Quantity to be effective from the Date 
hereof.  If a Holder shall dispute such determination and the parties cannot 
otherwise resolve the dispute promptly and in good faith, then the Company 
shall appoint a firm of independent public accountants of recognized national 
standing (which may be the regular auditors of the Company), which shall give 
their opinion as to the adjustment, if any, to be made to the Exercise 
Quantity.  Upon receipt of such opinion, the Company shall promptly mail a 
copy thereof to the Holder(s) of the Warrant and shall make the adjustment 
described therein.

          It is the intent of the parties hereto that, after giving effect to 
any exercise of the Warrant, the Holder(s) of the Warrant or Warrant 
Securities would collectively be the owner of 2.60% of the Common Stock and 
Common Stock Equivalents (or have the right to acquire 2.60% of the Common 
Stock and Common Stock Equivalents outstanding as such amount may  be 
adjusted in the event of a cashless exercise of the Warrant according to 
SECTION 2(a)(ii) or (iii) thereof or other adjustments contemplated herein), 
except such percentage may be reduced as a consequence of an issuance of 
Common Stock not requiring any adjustment in the Exercise Price resulting 
from any Adjustment Transaction in accordance with SECTION 5.02 or other 
adjustments contemplated herein.

          Upon any adjustment of the Exercise Price as provided in SECTION 
5.02, the Exercise Quantity shall be adjusted so that the New Exercise 
Quantity  shall be equal to the product of (x) the former Exercise Quantity 
and (y) the following fraction:

     THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH ADJUSTMENT
              The Exercise Price resulting from such adjustment

                                     9
<PAGE>

          EXHIBIT B hereto sets forth the formula and an illustrative example 
of the manner in which the adjustments contemplated herein should be applied.

          So long as any part of this Warrant is outstanding, then, without 
the prior written consent of  the Holders of outstanding Warrant(s) 
evidencing a majority in number of the total number of Warrant Securities at 
the time purchasable upon the exercise of all then outstanding Warrant(s), 
the Company will not take any voluntary action, avoid or seek to avoid the 
observance or performance of any of the terms of this Agreement or the 
Warrant or impair the ability of the Holder(s) to realize the full intended 
economic value thereof, but will at all times in good faith assist in the 
carrying out of all such terms, and of the taking of all such action as may 
be necessary or appropriate in order to protect the rights of the  Holder(s) 
of the Warrant against dilution or other impairment.

          Section 5.02   ADJUSTMENT.

          (a)  In the event the Company, after the Date hereof, shall propose 
to consider or engage in an Adjustment Transaction, then, in each such event, 
the Company shall mail to the Holder of the Warrant notice of such proposed 
action, which shall specify the date on which the stock transfer books of the 
Company shall close, or a record shall be taken, for determining the holders 
of Common Stock entitled to receive the benefit of such Adjustment 
Transaction, or the date on which the Adjustment Transaction shall take place 
or commence, as the case may be, and the date as of which it is expected that 
holders of Common Stock of record shall be  entitled to receive securities or 
other property deliverable upon such action, if any such date is to be fixed. 
 Such notice shall be mailed at least thirty (30) days prior to the date upon 
which it is proposed that such action take place and twenty (20) days prior 
to any record date to determine holders of Common Stock entitled to receive 
the benefit of such Adjustment Transaction.   If an Adjustment Transaction 
occurs, the Exercise Price shall be adjusted by the Company so as to fairly 
preserve, without dilution, the purchase rights represented by the Warrant in 
accordance with SECTION 5.01 and otherwise with the essential intent and 
purposes hereof.  If the Holder(s) of the Warrant disputes the adjustment of 
the Exercise Price made by the Company and the parties cannot otherwise 
resolve the dispute promptly and in good faith, then the Company shall at its 
expense appoint a firm of independent public accountants of recognized 
national standing (which may be the regular auditors of the Company), which 
shall give their opinion as to the adjustment, if any, to be made to the 
Exercise Price as the result of the relevant Adjustment Transaction. Upon 
receipt of such opinion, the Company shall promptly mail a copy thereof to 
the Holder(s) of the Warrant and shall make the adjustment described  
therein.  An adjustment made pursuant to this SECTION 5.02(a) shall become 
effective  immediately after the effective date of any such issue, sale, 
Dividend, subdivision, combination or reclassification.

          Anything herein to the contrary notwithstanding, the Company shall 
not be required to make any adjustment of the Exercise Price in the case of 
the issuance of shares of Common Stock upon the exercise in whole or part of 
the Warrant.

                                       10
<PAGE>

          (b)  Whenever the Exercise Price is adjusted as provided  in this 
SECTION 5.02, the Company will, if requested, promptly obtain a certificate 
of a firm of independent public accountants of recognized national standing 
selected by the Board of Directors of the Company (who may be the regular 
auditors of the Company) setting forth the Exercise Price, and the Exercise 
Quantity as so adjusted, the computation of such adjustment and a brief 
statement of facts accounting for such adjustment, and will retain such 
certificate on file and mail to the Holder(s) of the Warrant a copy of such 
certificate from such firm of independent public  accountants.

                               VI.  REGISTRATION RIGHTS

          Section 6.01   "PIGGYBACK" REGISTRATION RIGHTS.  If at any time the 
Company shall determine to register under the Securities Act (including 
pursuant to a demand of any security holder of the Company exercising 
registration rights) any of its Common Stock  (except securities to be issued 
solely in connection with any acquisition of any entity or  business, shares 
issuable solely pursuant to employee benefit plans eligible for registration 
on SEC Form  S-8 or shares to be registered on any registration form that 
does not permit secondary sales), it shall  send to BWHI and to each of the 
Holder(s) written notice of such determination  at least thirty (30) days 
prior to each such filing and, if within twenty (20) days after receipt of 
such  notice, any Holder shall so request in writing, the Company shall use 
its best efforts to include in  such registration statement (to the extent 
permitted by applicable regulation) all or any part of the Warrant Securities 
(collectively referred to in this ARTICLE VI as "REGISTRABLE SECURITIES") 
that  such Holder requests to be registered, provided, however, that if, in 
connection with any offering involving an underwriting of Common Stock to be 
issued by the Company, the managing underwriter shall impose a limitation on 
the amount of Registrable Securities included in any such registration 
statement, then, to the extent that any Registrable Securities remain 
available for registration after the underwriter's cutback, the Company shall 
be obligated to include in such registration statement with respect to each 
Holder requesting inclusion only the product of:  (i) the number of 
Registrable Securities with respect to which such Holder has requested 
inclusion hereunder and (ii) such Holder's pro rata share of the sum of all 
Registrable Securities permitted to be registered and all other securities of 
the Company, the holders of which Registrable Securities and other securities 
have requested that such securities be registered.  Any Registrable 
Securities which are included in any underwritten offering under this SECTION 
6.01 shall be sold upon such terms as the managing underwriters shall 
reasonably request but in any event shall be  upon terms not less favorable 
than those upon which any other selling security holder shall sell any of its 
securities.  If any Holder disapproves of the terms of such  underwriting, 
such Holder may elect to withdraw therefrom by written notice to the Company 
and the underwriter.  The Company shall use its best efforts to cause the 
managing underwriter or underwriters of a proposed underwritten offering (the 
"COMPANY UNDERWRITER") to permit the Holders who have requested to 
participate in the registration for such offering to include such Registrable 
Securities in such offering on the same terms and conditions as the 
securities of the Company included therein. Notwithstanding the foregoing, if 
the Company Underwriter delivers a written opinion to the Holders that the 
total amount or kind of securities which they, the Company and any other 

                                     11
<PAGE>

Persons intend to include in such offering (the "TOTAL SECURITIES") is 
sufficiently large so as to prevent the Company from affecting a successful 
offering of the Total Securities, then the amount or kind of securities to be 
offered for the account of any members of management shall be reduced pro 
rata to the extent necessary to reduce the Total Securities to the amount 
recommended by the Company Underwriter, and if the amount or kind of Total 
Securities is still sufficiently large so as to prevent the Company from 
affecting a successful offering of the Total Securities, then the amount or 
kind of securities to be offered for the account of the Holders and any other 
Persons shall be reduced pro rata to the extent necessary to reduce the Total 
Securities to the amount recommended by the Company Underwriter.  
Notwithstanding the provisions of this SECTION 6.01, the Company shall have 
the right, at any time after it shall have given written notice pursuant to 
this SECTION 6.01 (irrespective of  whether a written request for inclusion 
of Registrable Securities shall have been made), to elect not to file any 
such proposed registration statement or to withdraw the same after the filing 
and prior to the effective date thereof.

          Section 6.02   REQUESTED REGISTRATIONS.  At any time, and from time 
to time upon the written request of BWHI or a majority-in-interest of the 
Holders, the Company effects the registration under the Securities Act of all 
or part of such Registrable Securities and specifying the number of 
Registrable Securities to be registered and the intended method of 
disposition thereof (a "REQUESTED REGISTRATION"), the Company will use its 
best efforts to affect the registration under the Securities Act of the 
Registrable Securities which the Company has been so requested to register by 
such Holder(s), and all to the extent requisite to permit the disposition (in 
accordance with the intended methods thereof) of the Registrable Securities 
so to be registered.  Neither the Company nor any of its securityholders 
shall have the right to include any of the Company's securities (other than 
Registrable Securities) in a registration statement to be filed as part of a 
Requested Registration unless: (i) such securities are of the same class as 
the Registrable Securities and (ii) if such Requested Registration is an  
underwritten offering, the Company or such securityholders, as applicable, 
agree in writing to sell their securities on the same terms and conditions as 
apply to the Registrable Securities being sold.  Notwithstanding anything 
herein to the contrary, the Company shall not be required to honor a request 
for a Requested Registration if:  (a) the Company has previously affected one 
effective Requested Registration; (b) the Registrable Securities to be so 
registered do not constitute at least five  percent (5%) of the total number 
of Registrable Securities then outstanding or issuable upon exercise or 
conversion of the warrants; or (c) such request is received by the Company 
(i) less than ninety (90) days following the effective date of any previous 
registration statement filed in connection with a Requested Registration or 
(ii) less than forty-five (45) days following the effective date of  any 
previous registration statement filed in connection with a Piggyback 
Registration, regardless of whether any Holder exercised its rights under 
this Agreement with respect to such registration.

          Section 6.03   EFFECTIVENESS.  If necessary to permit distribution 
of the Registrable Securities, the Company shall use its best efforts to 
maintain the effectiveness for up to one (1) year of the registration 
pursuant to which any of the Registrable Securities are being offered, and 
from time to time will amend or supplement such registration statement and 
the  prospectus 

                                     12
<PAGE>

contained therein as and to the extent necessary to comply with the 
Securities Act and any applicable state securities statute or regulation.  
Notwithstanding the foregoing, if the  registration by the Company of the 
resale of Registrable Securities is eligible for SEC Form S-3 or any 
successor to such form, the Company shall use its best efforts to maintain 
the effectiveness of the registration until all registered Registrable 
Securities are sold. The Holder shall notify the Company promptly of the 
completion of the offering of its Registrable Securities under any such 
effective registration statement.

          Section 6.04   FURTHER OBLIGATIONS OF THE COMPANY.   Whenever, 
under the preceding Sections of this ARTICLE VI, the Company is required 
hereunder to register Registrable Securities, it agrees that it shall also do 
the following:

          (a)  Furnish to each selling Holder such copies of each preliminary 
and final prospectus and any other documents as such Holder may reasonably 
request to  facilitate the public offering of its Registrable Securities;

          (b)  Use its best efforts to register or qualify the Registrable 
Securities to be registered pursuant to this ARTICLE VI under the applicable 
securities or blue sky laws of such jurisdictions as any selling Holder may 
reasonably request;

          (c)  Furnish to each selling Holder:  (i) a signed counterpart of 
an opinion of counsel for the Company, dated the effective date of the 
registration statement; and (ii) a copy of any "comfort" letters signed by 
the Company's independent public accountants who have examined and reported 
on the Company's financial statements included in the registration statement, 
covering substantially the same matters as are customarily covered in 
opinions of issuer's counsel and in accountants' "comfort" letters delivered 
to the underwriters in underwritten  public offerings of securities; 

          (d)  Permit each selling Holder or such Holder's counsel or other 
representatives to inspect and copy such corporate documents and records as 
may reasonably be requested by them in connection with such registration; and

          (e)  Furnish to each selling Holder, upon request, a copy of all 
documents filed and all correspondence from or to the Commission in 
connection with any such offering.

          Section 6.05   EXPENSES.  Except for underwriters' discounts and 
brokerage commissions allocable to the Registrable Securities, the Company 
shall bear all costs and expenses of each registration contemplated in 
SECTIONS 6.01 and 6.02 including, but not limited to, printing, legal and 
accounting fees and expenses, SEC and NASD filing fees and blue sky fees and 
expenses in any jurisdiction in which the securities to be offered are to be 
registered or qualified.

          Section 6.06   TRANSFER OF REGISTRATION RIGHTS.  The registration  
rights of the Holders of Registrable Securities under this ARTICLE VI shall 
inure to the benefit of and be exercisable by any 

                                   13
<PAGE>

transferee of Registrable Securities.

          Section 6.07   PARTICIPATION RIGHTS.

          The Company will not grant to any Person (other than BWHI, the 
Holders, any Affiliate thereof or any transferee of Registrable Securities 
under this ARTICLE VI) at any time on or after the date of this Agreement the 
right (a "PARTICIPATION RIGHT") to request the Company to register any 
securities of the Company under the Securities Act by reason of the exercise 
by any holder of its rights under this ARTICLE VI unless such Participation 
Right provides that such securities shall not be registered and sold at the 
same time if the managing underwriter for the offering, including the 
Registrable Securities, believes that sale of such securities would adversely 
affect the amount of, or price at which, the respective Registrable 
Securities being registered under this ARTICLE VI can be sold.

          The Company agrees:  (1) not to affect any public or private sale 
or distribution of its securities, including a sale pursuant to Regulation D 
under the Securities Act, during the 10-day period prior to, and during the 
90-day period beginning on, the date hereof of an underwritten offering made 
to pursuant to a registration statement filed pursuant to SECTION 6.02, and 
(2) to cause each holder (other than BWHI, the Holders, any Affiliate thereof 
or any transferee of Registrable Securities under this ARTICLE VI) of its 
privately placed equity securities or convertible securities purchased from 
the Company at any time prior to, on or after the date of this Agreement to 
agree not to affect any public or private sale or distribution of any such 
securities during such period, including a sale pursuant to Rule 144 or Rule 
144A under the Securities Act (except as part of such underwritten 
registration, if permitted).

          Notwithstanding anything in this ARTICLE VI to the contrary, in no 
event shall this ARTICLE VI be construed as prohibiting, restricting or 
impairing the Company's ability to comply with the registration rights 
agreements or the registration rights in any warrant it has: (i) entered into 
on or prior to the date hereof and (ii) disclosed on the DISCLOSURE SCHEDULE, 
THE SCHEDULES OR AS SET FORTH IN THE SUBORDINATED LOAN AGREEMENT AND BIB 
WARRANT.  

                   VII.  TRANSFER OF WARRANT AND WARRANT SECURITIES

          Section 7.01   TRANSFER.   Except as set forth in SECTION 7.02 
below, the Warrant and the Warrant Securities and all rights thereunder are 
transferable, in whole or in part, on the books of the Company to be 
maintained for such purpose, upon surrender of such Warrant at the office of 
the Company maintained for such purpose, together with a written assignment 
of such Warrant duly executed by the Holder hereof or its agent or attorney 
and payment of funds sufficient to pay any stock transfer taxes payable upon 
the making of such transfer. Upon such surrender and payment, the Company 
shall execute and deliver a new Warrant or Warrant in the name of the 
assignee or assignees  and in the denominations specified in such instrument 
of assignment, and this Warrant shall promptly be canceled.  If and when the 
transferred Warrant is assigned in blank, the Company may (but shall not be 
obliged to) treat the bearer thereof as the absolute 

                                   14
<PAGE>

owner of such Warrant for all purposes and the Company shall not be affected 
by any notice to the contrary.  The transferred Warrant, if properly assigned 
in compliance herewith, may be exercised by an assignee for the purchase of  
shares of Common Stock without having a new Warrant issued.  The Company will 
not close its stock transfer books against a transfer of the Warrant or the 
Warrant Securities or any exercise of the Warrant. Any such transfer or 
exercise tendered while such stock transfer books shall be closed shall be 
deemed effective immediately prior to such closure.

          Subject to SECTION 7.02 below, the Warrant may be divided or 
combined with other Warrant upon presentation at the aforesaid office of the 
Company, together with a written notice specifying the names and 
denominations in which new Warrant are to be issued, signed by the Holder 
thereof or its agent or attorney. Subject to compliance with this, as to any 
transfer which may be involved in such division or combination, the Company 
shall execute and deliver a new Warrant or Warrants in exchange for the 
Warrant or Warrants to be divided or combined in accordance with such notice.

          The Company shall pay all expenses, taxes (other than income  
taxes, if any, of the transferee) and other charges incurred by the Company 
in the performance of its obligations in connection with the preparation, 
issue and delivery of Warrant under this Section. The Company agrees to 
maintain at its aforesaid office books for the registration and transfer of 
the Warrant. Notwithstanding any provision to the contrary contained herein, 
the Warrant and the Warrant Securities shall be transferable only in 
compliance with the provisions of the Securities Act and applicable state 
securities laws in respect of the transfer of any Warrant or any Warrant 
Securities.

          Section 7.02   TRANSFER RESTRICTIONS.   Neither this Warrant 
Agreement, the Warrant nor the Warrant Securities, when issued, have been 
registered under the Securities Act or under the securities laws of any 
state.  Neither this Agreement, the Warrant nor the Warrant Securities, when 
issued, may be transferred:   (a) if such transfer would constitute a 
violation of any federal or state securities laws or a breach of the 
conditions to any exemption from registration thereunder and (b) unless and 
until one of the following has occurred:  (i) registration of this Agreement, 
the Warrant or the Warrant Securities, as the case may be, under the 
Securities Act, and such registration or qualification as may be necessary 
under the securities laws of any state, have become effective, or (ii) the 
Holder has delivered evidence reasonably satisfactory to the Company that 
such registration or qualification is not required.

          Each certificate for Warrant Securities issued upon exercise of a 
Warrant and each certificate issued to a subsequent transferee, unless at the 
time of exercise such Warrant Securities are registered under the Securities 
Act, shall bear a legend substantially in the following form (and any 
additional legends required by law) on the face thereof:

          THE WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANT HAS
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
          QUALIFIED UNDER ANY STATE 

                                           15
<PAGE>

          SECURITIES LAWS.  THE WARRANT SECURITIES MAY NOT BE OFFERED, 
          SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER 
          OR NOT FOR CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE 
          REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH 
          RESPECT TO THE WARRANT SECURITIES UNDER THE SECURITIES ACT AND 
          UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN EXEMPTION 
          FROM SUCH REGISTRATION AND QUALIFICATION.

          Section 7.03   REPLACEMENT OF INSTRUMENTS.   Upon receipt by the 
Company of evidence reasonably satisfactory to it of the ownership of and the 
loss,  theft, destruction or mutilation of any certificate or instrument 
evidencing any Warrant or Warrant  Securities, and (a) in the case of loss, 
theft or destruction, upon receipt by the Company of indemnity reasonably 
satisfactory to it (provided that, if the owner of the same is a commercial 
bank or  an institutional lender or investor, its own agreement of indemnity 
shall be deemed to be  satisfactory), or (b) in the case of mutilation, upon 
surrender and cancellation thereof, the Company, at its  expense, will 
execute, register and deliver, in lieu thereof, a new certificate or 
instrument for (or covering the purchase of) an equal number of Warrant or 
Warrant Securities.

                                 VIII.  MISCELLANEOUS

          Section 8.01   TERM.  Except as otherwise expressly provided in 
this Agreement or the Warrant, this Agreement shall expire seven (7) years 
after the date hereof, provided that the Company's obligations to honor an 
exercise of the Warrant given prior to such expiration or to perform any 
obligation continue and survive notwithstanding the expiration of this 
Agreement.

          Section 8.02   NO WAIVER UNDER OTHER AGREEMENTS.   The terms and 
provisions contained in this Agreement are not intended and shall not be 
construed to waive, modify, repeal, stay, diminish or otherwise impair or 
affect in any manner whatsoever any right  or remedy of BWHI or the Holder(s) 
under the Company's Certificate of Incorporation, By-laws or similar 
agreements.

          Section 8.03   RELIANCE.   Each party to this Agreement shall be 
entitled to rely upon any notice, consent, certificate, affidavit, statement, 
paper, document, writing or other communication reasonably believed by that 
party to be genuine and to have been signed, sent or made by the proper 
Person or Persons.

          Section 8.04   NOTICE. All notices and other communications 
provided for in this Agreement shall be in writing and delivered by 
registered or certified mail, postage prepaid, or delivered by overnight 
courier (for next Business Day delivery) or telecopied, addressed as follows, 
or at such other address as any of the parties hereto may hereafter designate 
by notice to the other parties given in accordance with this SECTION:

               1)   if to the Company:

                                       16
<PAGE>

                    Brothers Gourmet Coffees, Inc.
                    One Boca Place
                    2255 Glades Road
                    Boca Raton, Florida  33431         
                    Attn: Donald D. Breen, President & CEO
                    Telephone:  (407) 995-2638
                    Telecopy:  (407) 241-6690

                    With a copy of any notice to:

                    Brownstein Hyatt Farber & Strickland, P.C.
                    22nd Floor, 410 Seventeenth Street 
                    Denver, Colorado  80202
                    Attn: John L.  Ruppert, Esq.
                    Telephone: (303) 534-6335
                    Telecopy:  (303) 623-1956
          
               2)   if to BWHI:

                    Brothers Warrant Holdings I, A California General 
                     Partnership
                    150 South Rodeo Drive, Suite 100
                    Beverly Hills, California  90212
                    Attn: Rick Bloom
                    Telephone: (310) 246-3700
                    Telecopy:  (310) 246-3642

                    With a copy of any notice to:

                    Nida & Maloney
                    801 Garden Street, Suite 201
                    Santa Barbara, California  93101
                    Attn: C.  Thomas Hopkins, Esq.
                    Telephone: (805) 568-1151
                    Telecopy:  (805) 568-1955


          Section 8.05   ENFORCEMENT.   The Company acknowledges that the 
Holders may proceed to exercise or enforce any right, power, privilege, 
remedy or interest that they may have under this Agreement or applicable law 
without notice, except as otherwise expressly provided herein, without 
pursuing, exhausting or otherwise exercising or enforcing any other right, 
power, privilege, remedy or interest that they may have against or in respect 
of any other  party, or any other Person or thing, and without regard to any 
act or omission of such party or any other 

                                         17
<PAGE>

Person.

          Section 8.06   EQUITABLE RELIEF.   Each party acknowledges and 
agrees that it would be impossible to measure in money the damage in the 
event of a breach of any of the terms and provisions of this Agreement by any 
party hereto, and that, in  the event of any such breach, there may not be an 
adequate remedy at law, although the foregoing shall not constitute a waiver 
of any of the party's rights, powers, privileges and remedies against or in 
respect of a breaching party, any other person or thing under this Agreement 
or applicable law.  It  is therefore agreed that, in addition to all other 
such rights, powers, privileges and remedies that it  may have, each party 
shall be entitled to injunctive relief, specific performance or such other 
equitable relief as such party may request to exercise or otherwise enforce 
any of the terms and provisions of this Agreement and to enjoin or otherwise 
restrain any act prohibited thereby, and no party will urge, and each party 
hereby waives, any defense that there is an adequate remedy available at law.

          Section 8.07   INTERPRETATION; HEADINGS; SEVERABILITY.

          (a)  The parties acknowledge and agree that since each party and 
its counsel have reviewed and negotiated the terms and provisions of this 
Agreement and have contributed to its revision, the normal rule of 
construction to the effect that any ambiguities are resolved against the 
drafting party shall not be employed in the interpretation of  this 
Agreement, and its terms and provisions shall be construed fairly as to all 
parties hereto and not in favor of or against any party, regardless of which 
party was generally responsible for the preparation of this Agreement.

          (b)  The Section and other headings contained in this Agreement are 
for reference purposes only and shall not affect the meaning or 
interpretation of this Agreement.

          (c)  In the event that any term or provision of this Agreement 
shall be finally determined to be superseded, invalid, illegal or otherwise 
unenforceable pursuant to applicable law by a governmental authority having 
jurisdiction and venue, determination shall not impair or otherwise affect 
the validity, legality or enforceability:   (i) by or before that authority 
of the remaining terms and provisions of this Agreement, which shall be 
enforced as if the unenforceable term or provision were deleted, or (ii) by 
or before any other authority of any of the terms and provisions of this 
Agreement.

          (d)  If any period of time specified in this Agreement expires on a 
day that is not a Business Day, that period shall be extended to and expire 
on the next succeeding Business Day.

          Section 8.08    SURVIVAL OF COVENANTS.   Each of the covenants and 
other agreements of the parties contained in this Agreement shall be absolute 
and, except as otherwise expressly provided, unconditional, shall survive the 
execution and delivery of this Agreement and shall continue in full force and 
effect until the term of this Agreement has expired, and thereafter with 
respect to events occurring prior thereto.

          Section 8.09    NO REQUIRED EXERCISE.   No term or provision of the 
Warrant or this 

                                      18
<PAGE>

Agreement is intended to require, nor shall any such term or provision be 
construed as requiring, any Holder of the Warrant to exercise or put the 
Warrant.

          Section 8.10   BINDING EFFECT.  This Agreement shall be binding 
upon and enforceable against the parties hereto and their respective 
successors and assigns.

          Section 8.11   NO WAIVER BY ACTION.  The failure or delay of a party 
at any time or times to require performance of, or to exercise its rights 
with respect to, any term or provision of this Agreement (except as otherwise 
expressly provided herein) shall not affect its right at a later time to 
enforce any such provision.

          Section 8.12   WAIVER; MODIFICATION; AMENDMENT.  Each and every 
modification to and amendment of this Agreement shall be in writing and 
signed by the Company, BWHI (if at that time BWHI is a Holder) and by the 
Holders of a majority in interest of all issued and unissued Warrant 
Securities.  Each and every waiver of and consent to any departure from any 
term or provision hereof (except as otherwise provided herein) shall be in 
writing and signed by BWHI (if at that time it is a Holder) and by the 
Holders of a majority in interest of all issued and unissued Warrant 
Securities and by each party against whom enforcement of the waiver or 
consent  may be sought.

          Section 8.13   ENTIRE AGREEMENT.  This Agreement and the Warrant 
contain the entire agreement of the parties and supersede all other 
representations, warranties, agreements and understandings, oral or 
otherwise, among the parties hereto with respect to the matters contained 
herein, except as otherwise provided  herein.

          Section 8.14   CERTIFICATE.  BWHI shall have received a 
certificate, dated the date of this Agreement, of the Secretary or an 
Assistant Secretary of the Company, attaching a true and complete copy of the 
resolutions of the Board of Directors of the Company, and of all documents 
evidencing other necessary corporate or shareholder action (in form and 
substance satisfactory to BWHI and to its counsel) taken by the Company in 
connection with the matters contemplated by this Agreement.

          Section 8.15   NO INCONSISTENT AGREEMENTS OR RIGHTS.  The Company 
shall not enter into any agreement with respect to its securities that is 
inconsistent with the rights granted to the Holders in this Agreement.

          Section 8.16   GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF 
JURY TRIAL.  THIS AGREEMENT, THE WARRANT AND THE WARRANT SECURITIES AND ALL 
AMENDMENTS, SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO OR THERETO 
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF 
THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE 
COMPANY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION 
OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF CALIFORNIA AND AGREES 
AND 

                                     19
<PAGE>

CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS 
RELATING HERETO BY ANY MEANS ALLOWED UNDER CALIFORNIA, COLORADO OR FEDERAL 
LAW.  THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING 
OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY 
SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT 
FORUM.  THE COMPANY SHALL APPOINT AN AGENT FOR SERVICE OF PROCESS IN 
CALIFORNIA AND SHALL NOTIFY BWHI IN WRITING OF SUCH APPOINTMENT AND ANY 
FUTURE CHANGE THEREIN.  THE COMPANY AND BWHI EACH HEREBY AGREE TO WAIVE ITS 
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON 
OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR ANY OTHER AGREEMENTS 
RELATING TO THE SECURITIES OR ANY DEALINGS BETWEEN THEM RELATING TO THE 
SUBJECT MATTER OF THIS TRANSACTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 
HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED 
EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT 
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE 
WARRANT, THE WARRANT SECURITIES OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING 
THERETO.

                               [Signature page follows]






                                           20
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Warrant 
Agreement to be executed as of the day and year first above written.

                                   BWHI:

                                   BROTHERS WARRANT HOLDINGS I,
                                   A CALIFORNIA GENERAL PARTNERSHIP

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


                                   THE COMPANY:

                                   BROTHERS GOURMET COFFEES, INC.,
                                   a Delaware corporation


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

                                        21
<PAGE>


                                  Exhibit A

                                      to

                              Warrant Agreement


                                   WARRANT


<PAGE>

                      EXHIBIT B TO WARRANT AGREEMENT

THE FOLLOWING IS ONLY FOR EXAMPLE PURPOSES

BOLD FIGURES ARE INPUTS

<TABLE>
Example:  1000 shares are issued for $1000 on the day after the Closing
<S>            <C>       <C>
___________    OSBEFORE  Outstanding shares (including options and warrants)
                         before adjustment

$__________    FVBEFORE  Fair Value (per share) before adjustment

$__________    EPBEFORE  Exercise Price of Warrants before adjustment

___________    OWBEFORE  Number of Warrants before adjustment

_________%     Fully diluted ownership before adjustment

$__________    CR        Consideration received or to be received for new shares
                         or warrants

___________    OSAFTER   Outstanding shares after sale but before Warrant
                         adjustment

$__________    EPAfter   Exercise Price after adjustment

___________    OWAfter   Number of Warrants after adjustment

$__________    FVAfter   Fair Value (per share) after adjustment

_________%     Fully diluted ownership after dilution

          $__________    EPAfter = lesser of    (OSBefore x EPBefore + CR)/OSAfter

                                                             or

          $__________                           EPBefore x (OSBefore x FVBefore + CR)/
                                           OSAfter/ FVBefore

___________  OWAfter =                          EPBefore x OWBefore/EPAfter
</TABLE>

<PAGE>

THE WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THIS WARRANT HAVE NOT 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED 
UNDER ANY STATE SECURITIES LAWS. THE WARRANT SECURITIES MAY NOT BE OFFERED, 
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR 
CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND 
QUALIFICATION WITH RESPECT TO THE WARRANT SECURITIES UNDER THE SECURITIES ACT 
AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN EXEMPTION FROM SUCH 
QUALIFICATION AND REGISTRATION.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT 
TO THE TERMS AND PROVISIONS OF A WARRANT AGREEMENT DATED AS OF EVEN DATE 
HEREWITH, BETWEEN BROTHERS GOURMET COFFEES, INC.  AND BROTHERS WARRANT 
HOLDINGS 1, A CALIFORNIA GENERAL PARTNERSHIP (AS THE SAME MAY BE 
SUPPLEMENTED, MODIFIED, AMENDED, EXTENDED OR RESTATED FROM TIME TO TIME, THE 
"WARRANT AGREEMENT'). AMONG OTHER THINGS, THE WARRANT AGREEMENT CONTAINS 
PROVISIONS FOR RESTRICTIONS ON TRANSFER AND REGISTRATION RIGHTS.  COPIES OF 
THE WARRANT AGREEMENT ARE AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY.

                        COMMON STOCK PURCHASE WARRANT
                                       


                      EFFECTIVE DATE: DECEMBER 27, 1996

Capitalized terms used and not otherwise defined in this Warrant shall have 
the meanings respectively assigned to them in the Warrant Agreement referred 
to in the legend above.

BROTHERS GOURMET COFFEES, INC., a Delaware corporation, having its executive 
offices at One Boca Place, 2255 Glades Road, Boca Raton, Florida 33431 (the 
"COMPANY"), does hereby certify and agree that, for good and valuable 
consideration (the existence, sufficiency and receipt of which are hereby 
acknowledged by the Company), BROTHERS WARRANT HOLDINGS I, A CALIFORNIA 
GENERAL PARTNERSHIP, its successors and assigns ("HOLDER"), hereby is 
entitled to purchase from the Company, during the term set forth in Section I 
hereof, up to an aggregate amount of 400,000 shares (the "EXERCISE QUANTITY") 
of duly authorized, validly issued, fully paid and non-assessable shares of 
Common Stock, par value

US$.0001 per share, of the Company (the "COMMON Stock"), all upon the terms 
and provisions and subject to adjustment of such Exercise Quantity provided 
in the Warrant Agreement and this Common Stock Purchase Warrant (the 
"WARRANT").  The exercise price per share of Common Stock for which this 
Warrant is exercisable shall be $3.4375 per share (the "EXERCISE PRICE").

<PAGE>

          1.   TERM OF THE WARRANT. The term of this Warrant commences as of 
the date hereof, and shall expire at 5:00 P.M., New York City time, on the 
seventh anniversary hereof.  In the event that this Warrant would expire on a 
day that is not a Business Day, then the term of this Warrant automatically 
shall be extended to 5:00 P.M., New York City time, on the next succeeding 
Business Day.

          2.   EXERCISE OF WARRANT.

          (a)  This Warrant may be exercised by the Holder of this Warrant at 
any time during the term hereof in whole, or in part from time to time (but 
not for fractional shares, unless this Warrant is exercised in whole), by 
presentation and surrender of this Warrant to the Company, together with the 
annexed Exercise Form duly completed and executed and payment in the 
aggregate amount equal to the Exercise Price multiplied by the number of 
shares of Common Stock being purchased.  At the option of Holder, payment of 
the Exercise Price may be made either by (i) certified check payable to the 
order of the Company, (ii) surrender of certificates then held representing, 
or deduction from the number of shares issuable upon exercise of this 
Warrant, of that number of shares which has an aggregate Fair Value 
determined in accordance with the Warrant Agreement on the date of exercise 
equal to the aggregate Exercise Price for all shares to be purchased pursuant 
to this Warrant or (iii) by any combination of the foregoing methods.  Upon 
the Company's receipt of this Warrant, the completed and signed Exercise Form 
and the requisite payment, the Company shall issue and deliver (or cause to 
be delivered) to the exercising Holder stock certificates aggregating the 
number of shares of Common Stock purchased.  In the event of a partial 
exercise of this Warrant, the Company shall issue and deliver to the Holder a 
new Warrant at the same time such stock certificates are delivered, which new 
Warrant shall entitle the Holder to purchase the balance of the Exercise 
Quantity not purchased in that partial exercise and shall otherwise be upon 
the same terms and provisions as this Warrant.

          (b)  In the event the Holder of this Warrant desires that any or 
all of the stock certificates to be issued upon the exercise hereof be 
registered in a name or names other than that of the Holder of this Warrant, 
the Holder must (i) so request in writing at the time of exercise if the 
transfer is not a registered transfer, (ii) provide to the Company an opinion 
of counsel reasonably satisfactory to the Company to the effect that the 
proposed transfer may be effected without registration under the Securities 
Act, and (iii) pay to the Company funds sufficient to pay all stock transfer 
taxes (if any) payable in connection with the transfer and delivery of such 
stock certificates.

          (c)  Upon the due exercise by the Holder of this Warrant, whether 
in whole or in part, that Holder (or any other person to whom a stock 
certificate is to be so issued) shall be deemed for all purposes to have 
become the Holder of record of the shares of Common Stock for which this 
Warrant has been so exercised, effective immediately prior to the close of 
business on the date this Warrant, the completed and signed Exercise Form and 
the requisite payment were duly delivered to the Company, irrespective of the 
date of actual delivery of certificates representing such shares of Common 
Stock so issued.

<PAGE>

          3.   SURRENDER OF WARRANT; EXPENSES.

          (a)  Whether in connection with the exercise, exchange, 
registration of transfer or replacement of this Warrant, surrender of this 
Warrant shall be made to the Company during normal business hours on a 
Business Day (unless the Company otherwise permits) at the executive offices 
of the Company located at One Boca Place, 2255 Glades Road, Boca Raton, 
Florida 33431 or to such other office or duly authorized representative of 
the Company as from time to time may be designated by the Company by written 
notice given to the Holder of this Warrant.

          (b)  The Company shall pay all costs and expenses incurred in 
connection with the exercise, registering, exchange, transfer, replacement or 
put of this Warrant, including the costs of preparation, execution and 
delivery of warrants and stock certificates, and shall pay all taxes (other 
than any taxes measured by the income of any Person other than the Company) 
and other charges imposed by law payable in connection with the transfer or 
replacement of this Warrant.

          4.   WARRANT REGISTER; EXCHANGE; TRANSFER; LOSS.

          (a)  The Company at all times shall maintain at its chief executive 
offices an open register for all Warrants, in which the Company shall record 
the name and address of each Person to whom a Warrant has been issued or 
transferred, the number of shares of Common Stock or other securities 
purchasable thereunder and the corresponding purchase prices.

          (b)  This Warrant may be exchanged for two or more warrants 
entitling the identical Holder hereof to purchase the same aggregate Exercise 
Quantity at the same Exercise Price per share and otherwise having the same 
terms and provisions as this Warrant.  The identical Holder may request such 
an exchange by surrender of this Warrant to the Company, together with a 
written exchange request specifying the desired number of warrants and 
allocation of the Exercise Quantity purchasable under the existing Warrant.

          (c)  This Warrant may be transferred only in accordance with the 
provisions of ARTICLE VII of the Warrant Agreement, in whole or in part, by 
the Holder or any duly authorized representative of such Holder.  A transfer 
may be registered with the Company by submission to it of this Warrant, 
together with the annexed Assignment Form duly completed and executed, and if 
the transfer is not a registered transfer, an opinion of counsel reasonably 
satisfactory to The Company.  Within five (5) Business Days after the 
Company's receipt of this Warrant and the Assignment Form so completed and 
executed, the Company will issue and deliver to the transferee a new Warrant 
representing the portion of the Exercise Quantity transferred at the same 
Exercise Price per share and otherwise having the same terms and provisions 
as this Warrant, which the Company will register in the new Holder' s name.

          (d)  In the event of the loss, theft or destruction of this 
Warrant, the Company shall execute and deliver an identical new Warrant to 
the Holder in substitution therefor upon the Company's receipt of (i) 
evidence reasonably satisfactory to the Company of such event (with the 
affidavit of an institutional Holder being sufficient evidence), and (ii) if 
requested by the Company, an indemnity agreement from any institutional 
Holder or an indemnity bond from anyone else 

<PAGE>

reasonably satisfactory in form and amount to the Company.

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

          5.   RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE HOLDER. The 
Company and the Holders of this Warrant are entitled to the rights and bound 
by the obligations set forth in the Warrant Agreement, all of which rights 
and obligations are hereby incorporated by reference herein.  This Warrant 
shall not entitle its Holder to any rights of a stockholder in the Company 
(other than as provided in of this Warrant and the Warrant Agreement).

                    [remainder of page intentionally left blank]

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be 
executed by its duly authorized representative and its corporate seal, if 
any, to be impressed hereupon and attested to by its Secretary or Assistant 
Secretary.

                               BROTHERS GOURMET COFFEES, INC., a 
                               Delaware corporation


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


Attest:


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


<PAGE>

                             COMMON STOCK WARRANT
                                       
                                EXERCISE FORM



Brothers Gourmet Coffees, Inc.
One Boca Place
2255 Glades Road
Boca Raton, Florida 33431
Attention:
           -------------------------

          The undersigned Holder of the within Warrant hereby irrevocably 
elects to exercise the within Warrant to the extent of [________] shares of 
Common Stock, $____ par value per share, of the Company.

          The undersigned herewith encloses the Warrant and

          / /  a certificate representing that number of shares of Common 
Stock of the Company having an aggregate current market price of $_________ 
in payment of the Exercise Price;

          / /  a check (payable to the order of the Company) in the amount of 
$_____________ in payment of the Exercise Price; and/or

          / /  the undersigned hereby elects to effect a cashless exercise 
and authorizes the Company to deduct from the shares issuable upon exercise a 
number of shares of Common Stock of the Company having an aggregate current 
market price on the date hereof of $___________________.
                                       
                 Instructions for Registering the Securities
                  On the Stock Transfer Books of the Company


Name of Transferee:
                    --------------------------------------
State of Organization (if applicable)
                                     ---------------------
Federal Tax Identification or
          Social Security Number: 
                                     ---------------------
Address: 
         -------------------------------------------------

          If this exercise of the Warrant is not an exercise in full, then 
the undersigned Holder hereby requests that a new Warrant of like tenor 
(exercisable for the balance of the Exercise Quantity of shares of Common 
Stock underlying this Warrant) be issued and delivered to the undersigned 
Holder at the address on the warrant register of the Company.

<PAGE>

Dated:
       -------------------   ----------------------------------------
                             (Name of Registered Holder - Please Print)

                             By:
                                 ------------------------------------
                             (Signature of Registered Holder or of Duly 
                             Authorized Signatory)

                             Title:
                                      -------------------------------






<PAGE>

                             COMMON STOCK WARRANT
                                       
                               ASSIGNMENT FORM

          FOR VALUE RECEIVED, the undersigned Holder of the within Warrant 
hereby sells, assigns and transfers unto the transferee whose name and 
address are set forth below all of the rights of the undersigned under the 
within Warrant (to the extent of the portion of the within Warrant being 
transferred hereby, which portion is __________________________).

Name of Transferee:
                    -----------------------------------------
State of Organization (if applicable)
                                      -----------------------
Federal Tax Identification or
          Social Security Number: 
                                      -----------------------
Address:  
                    -----------------------------------------

          If such portion of the Warrant being transferred shall not consist 
of all of the within Warrant, then the undersigned hereby requests that, as 
provided in the within Warrant, a new warrant of like tenor respecting the 
balance of the Exercise Quantity of shares of Common Stock underlying this 
Warrant not being transferred pursuant hereto be issued in the name of and 
delivered to the undersigned.  The undersigned does hereby irrevocably 
constitute and appoint _________________________ attorney to register the 
foregoing transfer on the books of the company maintained for that purpose, 
with full power of substitution in the premises.

          / /  As required by the Warrant, enclosed herewith is the opinion 
of legal counsel for the undersigned.

Dated:
       -------------------

                             ---------------------------------------------
                             (Name of Registered Holder - Please Print)

                             By:
                             ---------------------------------------------
                             (Signature of Registered Holder or of Duly 
                             Authorized Signatory)

Title:
       -------------------