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NUMBER                                                                  WARRANTS
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                              WARRANT CERTIFICATE
                      WARRANTS EXPIRE ON JANUARY 20, 2000

                        Icy Splash Food & Beverage, Inc.
              INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

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                     WARRANT                             CUSIP 451048 11 0
THIS CERTIFIES THAT:


                          SPECIMEN



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or registered  assigns  ("Warrant  Holder") is the registered owner of the above
indicated number of Warrants  expiring on January 20, 2000  ("Expiration  Date")
unless  further  extended by the Board of  Directors.  One Warrant  Entitles the
Warrant  Holder to  purchase  one  share of common  stock,  no par  value,  from
("Company")  at a purchase  price of $1.00 per share of Common Stock  ("Exercise
Price"),  terminating on the Expiration Date ("Exercise Period"), upon surrender
of this Warrant  Certificate  with the exercise  form herein duly  completed and
executed with payment of the Exercise  Price at the offices of Florida  Atlantic
Stock Transfer Inc.  ("Warrant  Agent"),  but only subject to the conditions set
forth  herein  and in a Warrant  Agreement  ("Warrant  Agreement")  between  the
Company  and the  Warrant  Agent.  The  Exercise  Price,  the  number  of shares
purchasable  upon exercise of each Warrant,  the number of Warrants  outstanding
and the Expiration Date are subject to adjustments upon the occurence of certain
events. The Warrant Holder may exercise all or any number of Warrants. Reference
is hereby is made to the provisions of the Warrant  Agreement,  all of which are
incorporated  by  reference  in and made a part of the Warrant  Certificate  and
shall for all  purposes  have the same effect as though  fully set forth at this
place.

     Upon the presentment for transfer of this Warrant Certificate at the office
of the Warrant Agent, a new Warrant Certificate or Warrant  Certificates of like
tenor and evidencing in the aggregate a like number of Warrants,  subject to any
adjustments  made in accordance  with the  provisions of the Warrant  Agreement,
shall be issued in the  transferee  in exchange  for this  Warrant  Certificate,
subject to the limitations  provided in the Warrant  Agreement,  upon payment of
transfer fee per Warrant  certificate and any tax or governmental charge imposed
in connection with such transfer.

     The Warrant  Holder of the Warrants  evidenced by this Warrant may exercise
all or any whole  number of such  Warrants  during  the period and in the manner
stated hereon. The Exercise Price shall be payable in lawful money of the United
States of America and in cash or by  certified or bank  cashier's  check or bank
draft  payable to the order of the  Company.  If upon  exercise  of any  Warrant
Certificate  evidenced  by this  Warrant  Certificate  the  number  of  Warrants
exercised  shall be less than the total  number of Warrants so  evidenced  there
shall be issued to the Warrant Holder a new Warrant  Certificate  evidencing the
number of Warrants not so exercised.

     The  Company  may redeem the  Warrants at a price of US $.01 per Warrant by
giving not less than 30 days prior written  notice to the record  holders if the
closing  bid price of the  Common  Stock  equals or  exceeds US $2.50 for the 10
consecutive  trading days ending on the third day prior to the date on which the
notice of redemption is given. In the event the Company  notifies record holders
of its intent to redeem any  Warrants,  the record  holders may  exercise at any
time prior to the close of business on the day  immediately  preceding  the date
fixed for redemption  provided that there is a registration  statement in effect
or there is an exemption from such registration.

     No Warrant may be exceeded after 3:00 P.M., EST on the Expiration  Date and
any Warrant not exercised by such time shall become void, unless extended by the
Company.

     This Warrant  Certificate  shall not be valid unless  countersigned  by the
Warrant Agent.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President  and by its  Secretary,  each by facsimile of their  signature and has
caused a facsimile of its corporate seal to be imprinted hereon.

(DATED:)                                  COUNTERSIGNED:
Icy Splash Food & Beverage, Inc.           FLORIDA ATLANTIC STOCK TRANSFER, INC.
                                           7130 NOB HILL ROAD, TAMARAC, FL 33321
                                                                  TRANSFER AGENT

                                          BY:

                                                            AUTHORIZED SIGNATURE

                                     (SEAL)

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SHLOMO ASLAN           SECRETARY                       PRESIDENT    JOSEPH ASLAN