EXHIBIT 4.5 WARRANT TO PURCHASE 50,000 SHARES OF COMMON STOCK


                                WARRANT AGREEMENT

THIS WARRANT AGREEMENT dated as of the 9th day of December,1998 between 21ST
CENTURY HOLDING COMPANY, a Florida corporation (the "Company"), and KENT M.
LINDER (hereinafter referred to as "Linder").

                                   WITNESSETH:

WHEREAS, the Company proposes to issue to Linder Warrants ("Warrants") to
purchase up to 50,000 shares (the "Shares") of common stock of the Company, par
value $.01 per share (the "Common Stock"); and

WHEREAS, Linder has entered into an employment agreement (the "Employment
Agreement") dated December 9, 1998 between Linder and the Company; and

WHEREAS, the Warrants issued pursuant to this Agreement are being issued by the
Company to Linder in consideration for and as part of Linder's compensation in
connection with the Employment Agreement.

NOW THEREFORE, in consideration of the premises, the agreements herein set forth
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.       Grant:
         ------
         Linder is hereby granted the right to purchase, at any time from
         December 9, 1998 until 5:00 P.M., New York time, on December 30, 2004
         (the "Warrant Exercise Term"), up to 50,000 fully-paid and
         non-assessable Shares at an initial exercise price (subject to
         adjustment as provided in Article 8 hereof) of $9.00 per share.

2.       Warrant Certificates:
         ---------------------
         The warrant certificates (the "Warrant Certificates") delivered and to
         be delivered pursuant to this Agreement shall be in the form set forth
         in Exhibit A attached hereto and made a part hereof, with such
         appropriate insertions, omissions, substitutions and other variations
         as required or permitted by this Agreement.

3.       Exercise of Warrant:
         --------------------
         The Warrants initially are exercisable at a price of $9.00 per share of
         Common Stock purchased, payable in cash or by check to the order of the
         Company, or any combination of cash or check, subject to adjustment as
         provided in Article 8 hereof. Upon surrender of the Warrant Certificate
         with the annexed Form of Election to Purchase duly executed, together
         with payment of the Exercise Price (as hereinafter defined) for the
         Shares purchased, at the Company's principal offices in Florida
         (currently located at 4161 N.W. 5th Street, Plantation, Florida

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         EXHIBIT 4.5 (CONTINUED)

         33317) the registered holder of a Warrant Certificate ("Holder") shall
         be entitled to receive a certificate or certificates for the Shares so
         purchased. The purchase rights represented by each Warrant Certificate
         are exercisable at the option of the Holder hereof, in whole or in part
         (but not as to fractional Shares). In case of the purchase of less than
         all the Shares purchasable under any Warrant Certificate, the Company
         shall cancel said Warrant Certificate upon the surrender thereof and
         shall execute and deliver a new Warrant Certificate of like tenor for
         the balance of the Shares purchasable thereunder.

4.       Issuance of Certificates:
         -------------------------
         Upon the exercise of the Warrants, the issuance of certificates for the
         Shares shall be made forthwith (and in any event within three business
         days thereafter) without charge to the Holder thereof including,
         without limitation, any transfer tax which may be payable in respect of
         the issuance thereof, and such certificates shall (subject to the
         provisions of Article 5 hereof) be issued in the name of, or in such
         names as may be directed by the Holder thereof; provided, however, that
         the Company shall not be required to pay any tax which may be payable
         in respect of any transfer involved in the issuance and delivery of any
         such certificates in a name other than that of the Holder and the
         Company shall not be required to issue or deliver such certificates
         unless or until the person or persons requesting the issuance thereof
         shall have paid to the Company the amount of such tax or shall have
         established to the satisfaction of the Company that such tax has been
         paid. The Warrant Certificates and the certificates representing the
         Shares shall be executed on behalf of the Company by the manual or
         facsimile signature of the present or any future Chairman or Vice
         Chairman of the Board of Directors or President or Vice President of
         the Company under its corporate seal reproduced thereon, attested to by
         the manual or facsimile signature of the present or any future
         Secretary or Assistant Secretary of the Company. Warrant Certificates
         shall be dated the date of execution by the Company upon initial
         issuance, division, exchange, substitution or transfer.

         Upon exercise, in part or in whole, of the Warrants, certificates
         representing the Shares (the "Warrant Securities"), shall bear a legend
         substantially similar to the following:

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Act"), nor any state securities laws and may not be offered
                  or sold except (i) pursuant to an effective registration
                  statement under the Act and applicable state securities laws,
                  (ii) to the extent applicable, pursuant to Rule 144 under the
                  Act (or any similar rule under such Act relating to the
                  disposition of securities), or (iii) counsel, reasonable
                  satisfactory to counsel to the issuer, stating that an
                  exemption from registration under such Act or applicable state
                  securities laws is available."

                                       2
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         EXHIBIT 4.5 (CONTINUED)

5.       Restriction on Transfer of Warrants:
         ------------------------------------

         The Holder of a Warrant Certificate, by its acceptance thereof,
         covenants and agrees that the Warrants are being acquired as an
         investment and not with a view to the distribution thereof, and that
         the Warrants may not be sold, transferred, assigned, hypothecated or
         otherwise disposed of, in whole or in part.

6.       Price:
         ------
         6.1 Initial and Adjusted Exercise Prices. The initial exercise price of
         each Warrant shall be $9.00 per share. The adjusted price shall be the
         price which shall result from time to time from any and all adjustments
         of the initial exercise price in accordance with the provisions of
         Article 8 hereof.
         6.2 Exercise Price: The term "Exercise Price" herein shall mean the
         initial exercise price or the adjusted exercise price, depending upon
         the context.

7.       Registration Rights:
         --------------------
         7.1 Registration Under the Securities Act of 1933: Neither the Warrants
         nor the Shares have been registered for purposes of public distribution
         under the Securities Act of 1933, as amended (the "Securities Act").

         7.2 Registrable Securities: As used herein the term "Registrable
         Security" means the Shares and any shares of Common Stock issued upon
         any stock split or stock dividend in respect of such Shares; provided,
         however, that with respect to any particular Registrable Security, such
         security shall cease to be a Registrable Security when, as of the date
         of determination, (i) it has been effectively registered under the
         Securities Act and disposed of pursuant thereto, (ii) registration
         under the Securities Act is no longer required for subsequent public
         distribution of such security pursuant to Rule 144 under the Securities
         Act (or any successor provision), or (iii) it has ceased to be
         outstanding. The term "Registrable Securities" means any and/or all of
         the securities falling within the foregoing definition of a
         "Registrable Security." In the event of any merger, reorganization,
         consolidation, recapitalization or other change in corporate structure
         affecting the Common Stock, such adjustment shall be made in the
         definition of "Registrable Security" as is appropriate in order to
         prevent any dilution or enlargement of the rights granted pursuant to
         this Article 7.

         7.3 Piggyback Registration: If, at any time following the date of the
         Employment Agreement, the Company proposes to prepare and file any new
         registration statement covering equity or debt securities of the
         Company, or any such securities of the Company held by its shareholders
         (in any such case, other than pursuant to Form S-4 or Form S-8
         successor form) (for purposes of this Article 7, collectively, the
         "Registration Statement"), it will give written notice of its intention
         to do so by registered mail ("Notice"), at least twenty (20) days prior
         to the filing of each such Registration Statement, to all Holders of
         the Warrants and the Registrable Securities. Upon the written request
         of such a Holder (a "Requesting Holder"), made within twenty (20) days
         after receipt of the Notice, that the Company include any of the
         Requesting Holder's Registrable Securities in the proposed Registration
         Statement, the Company shall, as to each such Requesting Holder, effect
         the registration under the Securities Act of the

                                       3
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         EXHIBIT 4.5 (CONTINUED)

         Registrable Securities which it has been so requested to register
         ("Piggyback Registration"), at the Company's sole cost and expense and
         at no cost or expense to the Requesting Holders other than underwriting
         discounts and commissions, and fees and expenses of the Holder's
         counsel; provided, however, that if , in the written opinion of the
         Company's managing underwriter, if any, for such offering, the
         inclusion of all or a portion of the Registrable Securities requested
         to be registered, when added to the securities being registered by the
         Company or the selling shareholder(s), will exceed the maximum amount
         of the Company's securities which can be marketed (i) at a price
         reasonably related to their then current market value, or (ii) without
         otherwise materially adversely affecting the entire offering, then the
         Company may exclude from such offering all or a portion of the
         Registrable Securities which it has been requested to register.

         If securities are proposed to be offered for sale pursuant to such
         Registration Statement by other security holders of the Company and the
         total number of securities to be offered by the Requesting Holders and
         such other selling security holders is required to be reduced pursuant
         to a request from the managing underwriter (which request shall be made
         only for the reasons and in the manner set forth above) the aggregate
         number of Registrable Securities to be offered by Requesting Holders
         pursuant to such Registration Statement shall equal the number which
         bears the same ratio to the maximum number of securities that the
         underwriter believes may be included for all the selling security
         holders (including the Requesting Holders) as the original number of
         Registrable Securities proposed to be sold by the Requesting Holders
         bears to the total original number of securities proposed to be offered
         by the Requesting Holders and the other selling security holders.

8.       Adjustments of Exercise Price and Number of Securities:
         -------------------------------------------------------
         The following adjustments apply to the Exercise Price of the Warrants
         with respect to the Shares and the number of Shares purchasable upon
         exercise of the Warrants.

         8.1 Subdivision and Combination: In case the Company shall at any time
         subdivide or combine the outstanding shares of Common Stock, the
         Exercise Price shall forthwith the proportionately decreased in the
         case of subdivision or increased in the case of combination.

         8.2 Adjustment in Number of Securities: Upon each adjustment of the
         Exercise Price pursuant to the provisions to this Article 8, the number
         of securities issuable upon the exercise of each Warrant shall be
         adjusted to the nearest full number by multiplying the Exercise Price
         in effect immediately prior to such adjustment by the number of
         securities issuable upon exercise of the Warrants immediately prior to
         such adjustment and dividing the product so obtained by the adjusted
         Exercise Price.

                                       4
<PAGE>


         EXHIBIT 4.5 (CONTINUED)

         8.3 Reclassification, Consolidation, Merger, etc: In case of any
         reclassification or change of the outstanding shares of Common Stock
         (other than a change in par value to no par value, or from no par value
         to par value, or as a result of a subdivision or combination), or in
         the case of any consolidation of the Company with, or merger of the
         Company into, another corporation (other than a consolidation or merger
         in which the Company is the surviving corporation and which does not
         result in any reclassification or change of the outstanding shares of
         Common Stock, except a change as a result of a subdivision or
         combination of such shares or a change in par value, as aforesaid), or
         in the case of a sale or conveyance to another corporation of the
         property of the Company as an entirety, the Holders shall thereafter
         have the right to purchase the kind and number of shares of stock and
         other securities and property receivable upon such reclassification,
         change, consolidation, merger, sale or conveyance as if the Holders
         were the owners of the Shares underlying the Warrants immediately prior
         to any such events, at price equal to the product of (x) the number of
         shares of Common Stock issuable upon exercise of the Warrants and (y)
         the Exercise Price in effect immediately prior to the record date for
         such reclassification, change, consolidation, merger, sale or
         conveyance as if such Holder had exercised the Warrants.

         8.4 No Adjustment of Exercise Price in Certain Cases: Notwithstanding
         anything herein to the contrary, no adjustment of the Exercise Price
         shall be made if the amount of said adjustment shall be less than one
         cent (1(cent)) per security, provided, however, that in such case any
         adjustment that would otherwise be required then to be made shall be
         carried forward and shall be made at the time of and together with the
         next subsequent adjustment which, together with any adjustment so
         carried forward, shall amount to at least one cent (1(cent)) per
         security.

9.       Exchange and Replacement of Warrant Certificates:
         -------------------------------------------------
         Each Warrant Certificate is exchangeable without expense, upon the
         surrender hereof by the registered Holder at the principal executive
         office of the Company, for a new Warrant Certificate of like tenor and
         date representing in the aggregate the right to purchase the same
         number of securities in such denominations as shall be designated by
         the Holder thereof at the time of such surrender.

         Upon receipt by the Company of evidence reasonably satisfactory to it
         of the loss, theft, destruction or mutilation of any Warrant
         Certificate, and, in case of loss, theft or destruction, of indemnity
         or security reasonably satisfactory to it, and reimbursement to the
         Company of all reasonable expenses incidental thereto, and upon
         surrender and cancellation of the Warrants if mutilated, the Company
         will make and deliver a new Warrant Certificate of like tenor, in lieu
         thereof.

10.      Elimination of Fractional Interests:
         ------------------------------------
         The Company shall not be required to issue certificates representing
         fractions of Shares upon the exercise of the Warrants, nor shall it be
         required to issue scrip

                                       5
<PAGE>


         EXHIBIT 4.5 (CONTINUED)

         or pay cash in lieu of fractional interests, it being the intent of the
         parties that all fractional interests shall be eliminated by rounding
         any fraction up to the nearest whole number of Shares.

11.      Reservation and Listing Securities:
         -----------------------------------
         The Company shall at all times reserve and keep available out of its
         authorized shares of Common Stock, solely for the purpose of issuance
         upon the exercise of the Warrants, such number of shares of Common
         Stock as shall be issuable upon the exercise thereof. The Company
         covenants and agrees that, upon exercise of the Warrants and payment of
         the Exercise Price therefor, all Shares issuable upon such exercise
         shall be duly and validly issued, fully paid, non-assessable and not
         subject to the preemptive rights of any shareholder. As long as the
         Warrants shall be outstanding, the Company shall use its best efforts
         to cause all shares of Common Stock issuable upon the exercise of the
         Warrants to be listed on the NASDAQ National Market.

12.      Notice to Warrant Holders:
         --------------------------
         Nothing contained in this Agreement shall be construed as conferring
         upon the Holder or Holders the right to vote or to consent or to
         receive notice as a shareholder in respect of any meetings of
         shareholders for the election of directors or any other matter, or as
         having any rights whatsoever as a shareholder of the Company.


13.      Notices:
         --------
         All notices, requests, consents and other communications hereunder
         shall be in writing and shall be deemed to have been duly made when
         delivered, or mailed by registered or certified mail, return receipt
         requested:

         (a)      If to a registered Holder of the Warrants, to the address of
                  such Holder as shown on the books of the Company; or

         (b)      If to the Company, to the address set forth in Section 3 of
                  this Agreement or to such other address as the Company may
                  designate by notice to the Holders.

14.      Supplements and Amendments:
         ---------------------------
         The Company and Linder may from time to time supplement or amend this
         Agreement in order to cure any ambiguity, to correct or supplement any
         provision contained herein which may be defective or inconsistent with
         any provisions herein, or to make any other provisions in regard to
         matters or questions arising hereunder which the Company and Linder may
         deem necessary or desirable.

15.      Successors:
         -----------
         All the covenants and provisions of this Agreement by or for the
         benefit of the Company and the Holders inure to the benefit of their
         respective successors and assigns hereunder.

                                       6

<PAGE>

         EXHIBIT 4.5 (CONTINUED)

16.      Governing Law:
         --------------
         This Agreement and each Warrant Certificate issued hereunder shall be
         deemed to be a contract made under the laws of the State of Florida and
         for all purposes shall construed in accordance with the laws of said
         State.

17.      Benefits of This Agreement:
         ---------------------------
         Nothing in this Agreement shall be construed to give to any person or
         corporation other than the Company and Linder and any other registered
         Holder or Holders of the Warrant Certificates or Warrant Securities any
         legal or equitable right, remedy or claim under this Agreement; and
         this Agreement shall be for the sole and exclusive benefit of the
         Company and Linder and any other Holder or Holders of the Warrant
         Certificates or Warrant Securities.

18.      Counterparts:
         -------------
         This Agreement may be executed in any number of counterparts and each
         of such counterparts shall for all purposes be deemed to be an
         original, and such counterparts shall together constitute but one and
         the same instrument.

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



21ST CENTURY HOLDING COMPANY                KENT M. LINDER


By:   /s/  Edward J. Lawson                 By:    /s/  Kent M. Linder
  -----------------------------                ---------------------------
Name:    Edward J. Lawson
Title:   President



Attest:


/s/  Rebecca L. Campillo
----------------------------


                                       7
<PAGE>


EXHIBIT 4.5 (CONTINUED)

                                   EXHIBIT A

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") NOR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, (II) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SECURITIES), OR (III) UPON THE
DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO COUNSEL FOR THE ISSUER, STATING THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                EXERCISABLE COMMENCING DECEMBER 9, 1998, THROUGH
                   5:00 P.M., FLORIDA TIME, DECEMBER 30, 2004

NO. W-3                                                          50,000 WARRANTS


                               WARRANT CERTIFICATE

         This Warrant Certificate certifies that Kent M. Linder or his
registered assigns, is the registered holder of Warrants to purchase, at any
time from December 9, 1998 until 5:00 P.M. Florida time on December 30, 2004
("Expiration Date"), up to 50,000 fully paid and non-assessable shares of common
stock, $.01 par value ("Common Stock"), of 21st Century Holding Company, a
Florida corporation (the "Company"), at the initial exercise price, subject to
adjustment in certain events (the "Exercise Price"), of $9.00 per share of
Common Stock upon surrender of this Warrant Certificate and payment of the
Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in the Warrant Agreement dated as of December 9,
1998 between the Company and Kent M. Linder (the "Warrant Agreement"). Payment
of the Exercise Price may be made in cash, or by certified or official bank
check payable to the order of the Company, or any combination of cash or check.

         No Warrant may be exercised after 5:00 P.M., Florida time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.

         The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument

                                       8
<PAGE>


EXHIBIT 4.5 (CONTINUED)

and is hereby referred to in a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and the holders
(the words "holders" or "holder" meaning the registered holders of registered
holder) of the Warrants.

         The Warrant Agreement provides that upon the occurrence of certain
events, the Exercise Price and the type and/or number of the Company's
securities issuable thereupon may, subject to certain conditions, be adjusted.
In such event, the Company will, at the request of the holder, issue a new
Warrant Certificate evidencing the adjustment in the Exercise Price and the
number and/or type of securities issuable upon the exercise of the Warrants;
provided, however, that the failure of the Company to issue such new Warrant
Certificates shall not in any way change, alter, or otherwise impair, the rights
of the holder as set forth in the Warrant Agreement.

         Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax, or other governmental charge
imposed in connection therewith.

         Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.

         The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

         All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated: December 9, 1998                        21ST CENTURY HOLDING COMPANY


                                               By: /s/ Edward J. Lawson
                                                  --------------------------
                                               Name:    Edward J. Lawson
                                                   -------------------------
                                               Title:   President
                                                     -----------------------
Attest:

/s/ Rebecca L. Campillo
-------------------------------



<PAGE>


EXHIBIT 4.5 (CONTINUED)


FORM OF ELECTION TO PURCHASE


         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________________ shares of
Common Stock and herewith tenders in payment for such securities cash or a
certified or official bank check payable to the order of 21st Century Holding
Company in the amount of $__________________ , all in accordance with the terms
hereof. The undersigned requests that a certificate for such securities be
registered in the name of _______________, whose address is _______________, and
that such Certificate be delivered to _________________, whose address is
_____________________.



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



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

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

                        (Insert Social Security or Other
                          Identifying Number of Holder)