WARRANT PURCHASE AGREEMENT


                                     BETWEEN


                          CREATIVE HOST SERVICES, INC.


                                       AND


                                 ING CAPITAL LLC








                          Dated as of January 17, 2003






<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----
RECITALS:                                                                     1
SECTION  1.     Definitions                                                   1
SECTION  2.     Purchase  and  Sale  of  Warrants;  Closing                   7
SECTION  3.     Investment  Representations                                   7
SECTION  4.     Conditions  Precedent                                         7
SECTION  5.     Warranties,  etc.                                             9
(a)     Credit  Agreement  Warranties                                         9
(b)     Power,  Authority,  etc.                                              9
(c)     Due  Authorization                                                    9
(d)     Validity,  etc.                                                       9
(e)     Capitalization  and  Ownership  of  the  Company                      9
(f)     Authorization  and  Issuance  of  Warrants                           10
(g)     Securities  Laws                                                     10
(h)     No  Integration  of  Issue                                           10
SECTION  6.     Covenants                                                    10
(a)     Financial  and  Business  Information                                11
(b)     Information                                                          11
(c)     Maintenance  of  Corporate  Existence,  etc.                         12
(d)     Maintenance  of  Books  and  Records                                 12
(e)     Inconsistent  Agreements                                             12
(f)     Organic  Documents                                                   12
(g)     Transactions  with  Affiliates                                       12
(h)     Issuance  of  Additional  Rights,  Options  and  Warrants            13
(i)     Antitakeover  Statutes                                               13
(j)     Governmental  Approvals                                              13
(k)     Cash  Distributions  and  Dividends                                  13
SECTION  7.     Warrant  Certificates                                        13
SECTION  8.     Execution  of  Warrant  Certificates                         13
SECTION  9.     Registration                                                 14
SECTION  10.     Registration  of  Transfers  and  Exchanges                 14
SECTION  11.     Exercise  of  Warrants;  Conversion  of  Warrants           17
SECTION  12.     Payment  of  Taxes                                          18
SECTION  13.     Mutilated  or  Missing  Warrant  Certificates               18
SECTION  14.     Reservation  of  Warrant  Shares.                           18
SECTION  15.     Adjustment of Exercise Price and Number of Warrant
                 Shares Issuable                                             19
(b)     Adjustment  for  Common  Stock  Issues                               19
(c)     Adjustment  for  Convertible  Securities  Issues                     20
(d)     Adjustment  for  Right,  Option  and  Warrant  Issues                21
(e)     Consideration  Received                                              22
(f)     Reorganization  of  the  Company.                                    23
(g)     Adjustment  in  Number  of  Shares.                                  24
(h)     Special Adjustment in Respect of Exercise of Eight-Dollar Option
        Securities.                                                          24
SECTION  16.      Determination  of  Fair  Market  Value  per  Share         25
SECTION  17.      Fractional  Interests                                      25
SECTION  18.      Notice  to  Warrant  Holders                               26
SECTION  19.      Tag-Along  Rights;  Limitation  on  Put  Rights            27
SECTION  20.      Notices                                                    28
SECTION  21.      Costs  and  Expenses                                       29
SECTION  22.      Indemnification                                            29
SECTION  23.      Successors                                                 30
SECTION  24.      Termination                                                30
SECTION  25.      Governing  Law                                             30
SECTION  26.      Benefits  of  this  Agreement                              31
SECTION  27.      Counterparts                                               31
SECTION  28.      Amendments;  Waiver                                        31
SECTION  29.      Waiver  of  Jury  Trial                                    31
SECTION  30.      Jurisdiction                                               31
SECTION  31.      Specific  Performance                                      32
SECTION  32.      Confidentiality                                            32
SECTION  33.      Entire  Agreement                                          33
SECTION  34.      Severability                                               33

<PAGE>


                           WARRANT PURCHASE AGREEMENT
                           --------------------------


     THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of January 17, 2003 by and between CREATIVE HOST SERVICES, INC., a California
corporation  (the  "Company"), and ING CAPITAL LLC, a Delaware limited liability
company  (the  "Purchaser").


                              W I T N E S S E T H:
                              -------------------


RECITALS:
--------

          A.     Simultaneously  herewith,  Purchaser  is entering into a Credit
Agreement,  dated  of  even  date  herewith,  by and among Company, Purchaser as
lender  (Purchaser  and  any  subsequent  lender  under  the Credit Agreement, a
"Lender"  and  collectively  the  "Lenders"),  and  Purchaser  as  agent for the
Lenders,  pursuant  to which Purchaser has agreed, upon the terms and subject to
the  conditions  set  forth  therein,  to  make  Loans  from time to time to the
Borrower  and  to  cause the issuance of Letters of Credit from time to time for
the  account  of  the  Borrower  and  its  Subsidiaries;

          B.     It  is a condition precedent to the making of the initial Loans
by  Purchaser  pursuant  to the Credit Agreement and the issuance of the initial
Letters  of  Credit  that  the  Company agree to issue to the Purchaser warrants
initially  exercisable  for 452,050 shares of common stock, no par value, of the
Company  for  an  initial  exercise  price  of  $1.87  per  share;  and

         C.  The Purchaser and the Company desire to set forth in this Agreement
the terms and provisions of such warrants and the conditions to the issuance and
sale  of  such  warrants  to  the  Purchaser;

     NOW,  THEREFORE, in consideration of the premises and the agreements herein
set  forth and to induce Purchaser to proceed with the transactions contemplated
by  the  Credit  Agreement,  the  parties hereto, intending to be legally bound,
hereby  agree  as  follows

     SECTION  1.     Definitions.  Capitalized  terms  appearing  herein and not
otherwise  defined herein shall have the meanings ascribed thereto in the Credit
Agreement (irrespective of whether the Credit Agreement is in effect or has been
terminated).  The following terms (whether or not underscored) when used in this
Agreement,  including its preamble and recitals, shall, except where the context
otherwise  requires,  have  the  following meanings (such meanings to be equally
applicable  to  the  singular  and  plural  forms  thereof):

     "Affiliate"  of  any  Person  means  any  other  Person  which, directly or
indirectly,  controls  or  is  controlled  by  or under common control with such
Person  (excluding  any  trustee under, or any committee with responsibility for
administering,  any  Plan).  A  Person shall be deemed to be "controlled by" any
other  Person  if  such  other  Person possesses, directly or indirectly, power:

     (i)     to  vote  5% or more of the securities having ordinary voting power
for  the  election  of  directors  of  such  Person;  or

     (ii)     to  direct or cause the direction of the management or policies of
such  Person  whether  by  contract  or  otherwise;

provided  that  no  Lender  shall  be  deemed  to constitute an Affiliate of the
Company  solely  by  virtue  of  holding  Warrants  or  Warrant  Shares.

     "Agreement"  means this Warrant Purchase Agreement as in effect on the date
hereof  and  as hereafter amended, supplemented, restated or otherwise modified.

     "Business  Day"  means  any day which is neither a Saturday, a Sunday nor a
legal  holiday  on  which  banks  are authorized or required to be closed in New
York,  New  York.

     "Change  in  Control"  shall  have  the  meaning  set  forth  in the Credit
Agreement.

     "Closing"  means  the  closing  of the sale and purchase of the Warrants as
contemplated  hereby.

     "Closing  Date"  means  January  17,  2003,  the  date  of  the  Closing.

     "Common  Stock"  means  shares  now or hereafter authorized of any class of
common  stock of the Company and any other capital stock of the Company, however
designated,  that  has  the  right  (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets upon
voluntary  or  involuntary liquidation, dissolution or winding up of the Company
or  in  the  earnings  of  the Company without limit as to per share amount, and
shall include, without limitation, the presently authorized 20,000,000 shares of
Common  Stock,  no  par  value  per  share.

     "Company"  is  defined  in  the  Preamble.

     "Conversion  Right"  is  defined  in  Section  11(b).

     "Convertible  Securities"  is  defined  in  Section  15(c).

     "Credit  Agreement"  means  the  Credit  Agreement,  dated  as of even date
herewith,  by  and  among  the  Company,  Purchaser  and  any other Lenders, and
Purchaser  as  agent  for  the  Lenders,  as  in  effect  on the date hereof and
hereafter  amended,  supplemented,  restated  or  otherwise  modified.

     "Eight-Dollar  Option  Securities"  means  Option  Securities issued by the
Company and outstanding on the Closing Date having an exercise price equal to or
greater  than  $8.00  per  share  of  Common  Stock.

     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended from
time  to  time.

     "Excluded  Shares"  means  (i)  shares  of  Common  Stock to be issued upon
exercise  or conversion of the Warrants and (ii) shares of Common Stock issuable
upon  exercise  or  conversion  of  any  Eight-Dollar  Option  Securities.

     "Exercise  Price"  means  $1.87  per  share  of  Common Stock issuable upon
exercise  of the Warrants, as adjusted from time to time in accordance with this
Agreement.

     "Fair  Market  Value  per Share"  means the fair market value of a share of
Common  Stock  of  the Company, and shall be equal to (A) as long as the Company
constitutes a Public Company and shares of Common Stock are traded on a national
securities  exchange  or quoted in a national inter-dealer quotation system, the
Quoted  Price for Common Stock on the trading day immediately preceding the date
of  determination and (B) otherwise the quotient of (x) the fair market value of
the  Company and its Subsidiaries taken as a whole on the date of determination,
taking  into  account  all  the  factors  relevant  thereto,  including, without
limitation,  the  highest  of  the  prices  that  could  be  obtained  from  an
arms'-length  sale  without  time constraints of (1) all or substantially all of
the  assets of the Company and the Subsidiaries subject to or after satisfaction
of  all  liabilities of the Company and the Subsidiaries or (2) all of the Fully
Diluted  Shares,  whether  by  stock  sale,  merger, consolidation or otherwise,
divided  by (y) the number of Fully Diluted Shares on the date of determination.
In  no  event  shall the Fair Market Value per Share be reduced or discounted on
the  basis  that  any  securities  to be valued on the basis of such Fair Market
Value  per  Share  may represent the right to acquire a minority interest in the
Company  or  may  not  be  freely transferable under federal or state securities
laws,  or  for  any  other  reason.  The  Fair  Market  Value per Share shall be
determined  as  provided  in  Section  16.

     "Fully  Diluted  Shares" means, as of any date of determination, the number
of  shares  of Common Stock of the Company equal to the sum of (i) the number of
shares  of Common Stock outstanding on such date of determination, plus (ii) the
number  of Warrant Shares receivable upon conversion of all outstanding Warrants
as  of  such  date  of  determination  pursuant to Section 11(b), plus (iii) the
number  of  shares of Common Stock that would be issued in respect of all Option
Securities  and  Convertible  Securities of the Company (other than Eight-Dollar
Option  Securities) outstanding and immediately exercisable or convertible as of
such  date  of determination if such Option Securities or Convertible Securities
were  to  be  converted  into  shares  of  Common  Stock  in accordance with the
following  formula:

     X  =  Y  (A  -  B)
           ------------
                 A

where:    X     =     the number of shares to be issued to the holders of such
                      Option Securities or Convertible Securities;

          Y     =     the number of shares for which such Option Securities or
                      Convertible Securities are exercisable or convertible;

          A     =     the Fair Market Value per Share as of the date of
                      determination; and

          B     =     the exercise or conversion price for such Option
                      Securities or Convertible Securities;

provided,  however,  that  the  term  "Fully  Diluted  Shares"  as  used  in the
definition  of  Fair  Market Value per Share shall mean the number of issued and
outstanding shares of Common Stock plus the number of Warrant Shares purchasable
and  receivable  upon  exercise  of  the  rights  represented  by  the  Warrant
Certificates  pursuant  to  Section  11(a).

     "Fiscal  Quarter"  means  any  quarter  of  a  Fiscal  Year.

     "Fiscal  Year"  means  each  twelve-month  accounting period of the Company
ending  December  31  of  any  calendar  year.

     "GAAP"  means  generally accepted accounting principles in effect from time
to  time  in  the  United  States.

     "Governmental Authority" means any nation or government, any state or other
political  subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

     "Holders"  means,  collectively,  Purchaser  and  any subsequent registered
holders,  from  time  to  time,  of  Warrant  Securities.

     "Indemnified  Liabilities"  is  defined  in  Section  22.

     "Indemnified  Parties"  is  defined  in  Section  22.

     "Lien"  shall  have  the  meaning  set  forth  in  the  Credit  Agreement.

     "Lender"  is  defined  in  Recital  A.

     "Obligations"  means  all  obligations  of  the Company with respect to the
repayment  or  performance  of  any  obligations  (monetary or otherwise) of the
Company  arising  under  or in connection with the Credit Agreement or the other
"Loan  Documents"  (as  such  term  is  defined in the Credit Agreement) and the
Warrant  Documents.

     "Offer"  is  defined  in  Section  19(a).

     "Offer  Notice"  is  defined  in  Section  19(a).

     "Option  Securities"  is  defined  in  Section  15(d).

     "Organic  Document"  means,  relative  to  any  Person,  its  articles  or
certificate  of  incorporation  or  organization  or  certificate  of  limited
partnership  or  organization, its bylaws, partnership or operating agreement or
other  organizational documents, and all stockholders agreements, voting  trusts
and similar arrangements applicable to any of its Stock or partnership interests
or  other  ownership  interests,  in  each  case,  as  amended.

     "Person"  means  any  natural  person,  corporation,  partnership,  limited
liability  company,  firm,  association,  government, governmental agency or any
other  entity,  whether  acting  in  an individual, fiduciary or other capacity.

     "Preferred Stock" means shares hereafter authorized of any class of capital
stock  of  the  Company  other  than  Common  Stock.

     "Prospective  Purchaser" shall have the meaning set forth in Section 19(a).

     "Public  Company"  means  a  company  (i) which is subject to the reporting
requirements  of  Section  15(d)  of  the  Exchange  Act,  or  (ii) any of whose
securities  are  registered  pursuant  to Section 12(b) or 12(g) of the Exchange
Act.

     "Purchaser"  is  defined  in  the  Preamble.

     "Quoted  Price"  of Common Stock for each day means the last reported sales
price  of Common Stock on such day as reported by NASDAQ or NASDAQ Small Cap or,
if  Common  Stock is listed on a national securities exchange, the last reported
sales  price  of  Common  Stock  on  such  exchange (which shall be consolidated
trading  if  applicable  to such exchange) on such day, or if not so reported or
listed,  the  average of the last reported bid and ask prices of Common Stock on
such day, in each case as appropriately adjusted for any stock splits or reverse
stock  splits  occurring  after  the  Closing  Date.

     "Registration  Rights  Agreement"  means the Registration Rights Agreement,
dated of even date herewith, between the Company and the Purchaser, as in effect
on the date hereof and as hereafter amended, supplemented, restated or otherwise
modified.

     "Regulatory  Approval"  means  each and every approval, consent, filing and
registration  by  or  with  any  federal,  state  or  other regulatory authority
(domestic  or  foreign) necessary to authorize or permit the execution, delivery
or performance of this Agreement or any other Warrant Document, for the validity
or  enforceability hereof or thereof or for the consummation of the transactions
contemplated  hereby  or  thereby.

     "Required  Holders"  means  Holders holding at least 66-2/3% of the Warrant
Securities outstanding (treating all Warrants as fully exercised for the Warrant
Shares to which Holders would be entitled upon exercise of such Warrants) or, if
any  matter  affects  the interest of less than all of the Holders, then Holders
holding  at  least 66-2/3% of the Warrant Securities so affected, as the context
may  require.

     "SEC"  means  the  United  States  Securities  and  Exchange  Commission.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time.

     "Securities  Legend"  is  defined  in  Section  10(d).

     "Stock"  means  any  capital  stock  of  the  Company.

     "Subsidiary" of any corporation means any other corporation, partnership or
limited liability company of which greater than 50% of the outstanding shares of
Stock or other ownership interests having ordinary voting power for the election
of  directors  (or  others  serving  equivalent  functions) is owned directly or
indirectly  by  such  corporation.  Except  as  otherwise  indicated  herein,
references  to  Subsidiaries  shall  refer  to  Subsidiaries  of  the  Company.

     "Substitute  Securities"  is  defined  in  Section  15(f).

     "Transfer  Agent"  is  defined  in  Section  14.

     "Warrant  Certificates"  means  the certificates evidencing the Warrants in
the  form  of  Exhibit  A.

     "WarrantDocuments"  means,  collectively, this Agreement, the Warrants, the
Registration  Rights  Agreement  and any other document, instrument or agreement
executed  or  delivered  in  connection  with  any of the foregoing to which the
Company  is  a  party,  but  excluding  the Credit Agreement and the other "Loan
Documents"  (as  such  term  is  defined  in  the  Credit  Agreement).

     "Warrant Securities" means, collectively, the Warrants and Warrant Shares.

     "Warrant  Shares"  means  the  securities  which  a Holder may acquire upon
exercise  or  conversion  of a Warrant, together with any other securities which
such  Holder  may acquire on account of any such Warrant Shares whether upon the
making or paying of any dividend or other distribution on Common Stock, upon any
split-up  of  such Common Stock, upon a recapitalization, merger, consolidation,
share  exchange,  reorganization  or  other  transaction  or  series  of related
transactions  in  which shares of Common Stock are changed into or exchanged for
securities of another corporation, upon exercise of any preemptive right (or the
exercise  or  conversion  of  any  security  which  such  Holder  may acquire in
connection  with  the exercise of any preemptive right) with respect to any such
Common  Stock  or  otherwise.

     "Warrants"  is  defined  in  Section  2.

     (b)     Terms  Defined  in  Credit  Agreement.  Capitalized terms appearing
herein and not otherwise defined herein shall have the meanings ascribed thereto
in  the  Credit  Agreement  (irrespective  of whether the Credit Agreement is in
effect  or  has  been  terminated).

     (c)     Cross-References.  Unless  otherwise  specified, references in this
Agreement to any Article or Section are references to such Article or Section of
this  Agreement,  and  unless  otherwise  specified,  references in any Article,
Section  or definition to any clause or subsection are references to such clause
or  subsection  of  such  Section,  Article  or  definition.

     SECTION  2.     Purchase  and  Sale  of Warrants; Closing.   Subject to the
funding  of the Loans by Purchaser pursuant to the Credit Agreement, the Company
hereby agrees to sell to the Purchaser and, subject to the provisions of Section
4,  the  Purchaser  hereby agrees to purchase from the Company, for an aggregate
purchase  price of $1.00 and other good and valuable consideration, all of which
shall  be  deemed  to  have been received by the Company upon the funding of the
initial Loans under the Credit Agreement, warrants to purchase 452,050 shares of
Common  Stock  of  the  Company for an initial exercise price of $1.87 per share
(together with any warrants issued in substitution or replacement therefore, the
"Warrants").  The  sale  and  purchase  of  the Warrants shall take place at the
Closing  at  the  offices  of  King & Spalding, 1185 Avenue of the Americas, New
York,  NY 10036, at 10:00 a.m. on January 17, 2003, or such other place and time
as  may  be  agreed  upon by the Purchaser and the Company.  At the Closing, the
Company  will  deliver  to  the  Purchaser,  upon  payment  therefor,  Warrant
Certificates in the form of Exhibit A evidencing the Warrants to be purchased by
the Purchaser in such denomination or denominations as the Purchaser may request
and  registered  in  its  name  or the name of its nominee and dated the Closing
Date.

SECTION  3.     Investment  Representations.  Purchaser  represents and warrants
that it is purchasing the Warrants and any Warrant Shares issuable upon exercise
or  conversion  of the Warrants for its own account, for investment purposes and
not  with  a  view  to  the  distribution  thereof;  provided, however, that the
foregoing  representation  shall  not be construed as imposing any limitation on
the  Purchaser's right to transfer any of the Warrants or Warrant Shares that is
not  otherwise  expressly  set  forth in the Warrant Documents or required under
applicable  law.  Purchaser represents and warrants that, as of the date hereof,
Purchaser  qualifies as an "accredited investor" as such term is defined in Rule
501(a)  of  Regulation  D  under  the  Securities  Act.

SECTION  4.     Conditions  Precedent.  The  obligation  of  the  Purchaser  to
purchase  the Warrants on the Closing Date pursuant to Section 2 hereof shall be
subject  to  the  prior  or  concurrent  satisfaction  of each of the conditions
precedent  set  forth in this Section 4, except as the Purchaser shall otherwise
consent:

     (a)     the  accuracy  of  the  representations and warranties set forth in
this  Agreement  and  in  the  other Warrant Documents in all material respects;

     (b)     the  compliance  by  the  Company in all material respects with all
covenants  and  agreements  required  to  be  performed  by it under the Warrant
Documents  and  the  Loan  Documents  on  or  prior  to  the  Closing;

     (c)     the  satisfaction  of  all of the conditions precedent set forth in
Article  4  of  the  Credit  Agreement;

     (d)  Purchaser's  receipt of Warrant Certificates registered in Purchaser's
name  (or  in  the  name  of  a  nominee  of Purchaser) evidencing the Warrants;

     (e)     Purchaser's  receipt  of  the  Registration  Rights  Agreement with
respect  to  the Warrants, in form and substance satisfactory to Purchaser, duly
executed  and  delivered  by  the  Company  and  dated  the  Closing  Date;

     (f)     Purchaser's  receipt  of  a  copy  of  the  Company's  articles  of
incorporation,  including  provisions  reasonably  satisfactory to the Purchaser
relating  to  the  Company's capital structure, certified as of a recent date by
the  Secretary  of  State  of  the  State  of  California;

     (g)     Purchaser's  receipt  of  a  certificate  of  the  secretary  or an
assistant secretary of the Company, together with true and correct copies of the
bylaws  and  resolutions of the Board of Directors and, to the extent necessary,
the stockholders of the Company authorizing or ratifying the execution, delivery
and  performance  of  this  Agreement  and  the  other  Warrant  Documents,  and
authorizing  the  creation  and issuance of the Warrants and the Warrant Shares;
and setting forth the names of the officers of the Company authorized to execute
this  Agreement and the other Warrant Documents, together with a specimen of the
true  signatures  of  each  such  authorized  officer;

     (h)     Purchaser's receipt of certified copies of all documents evidencing
any  other  necessary  corporate  action, consents and governmental approvals or
filings (if any) with respect to this Agreement and the other Warrant Documents;

     (i)  Purchaser's  receipt  of an opinion, dated the Closing Date, from Mike
Zybala,  counsel to the Company, in form and substance satisfactory to Purchaser
and  its  counsel,  and  covering  such  matters  as  the Purchaser may request;

     (j)     All  proceedings  taken  in  connection  with  the  transactions
contemplated  by  this  Agreement  and  the  other  Warrant  Documents  shall be
satisfactory  in  form and substance to Purchaser and its counsel, and Purchaser
and  its  counsel  shall  have  received copies (executed or certified as may be
appropriate) of all documents, instruments and agreements which Purchaser or its
counsel  may  request  in connection with the consummation of such transactions.

     SECTION  5.     Warranties,  etc.   In  order  to induce Purchaser to enter
into  this  Agreement,  to engage in the transactions contemplated herein and in
the  other Warrant Documents and to purchase the Warrants hereunder, the Company
represents  and warrants unto Purchaser as set forth in this Section 5, each and
all  of which representations and warranties are made as of the Closing Date and
shall  survive  the  execution  and  delivery of this Agreement and the Closing:

     (a)     Credit  Agreement  Warranties.  Each  of  the  representations  and
warranties of the Company set forth in the Credit Agreement is true and correct.

     (b)     Power, Authority, etc.  The Company has full power and authority to
enter  into  and  perform  its  obligations under this Agreement and each of the
other  Warrant  Documents.

     (c)  Due  Authorization.  The execution and delivery by the Company of this
Agreement  and  each  of  the  other  Warrant  Documents, the performance by the
Company  of  its  obligations  hereunder  and thereunder and the issuance of the
Warrants  hereunder  by  the  Company have been duly authorized by all necessary
corporate  action,  do  not  require  any  Regulatory  Approval  (except  those
Regulatory  Approvals  already  obtained),  do  not  and will not conflict with,
result  in  any  violation of, or constitute any default under, any provision of
any  Organic  Document  of  the  Company  or  any  Subsidiary,  any agreement or
instrument  to  which  the  Company or any of it's Subsidiaries is a party or by
which  it or any of its property is bound, or any law or governmental regulation
or  court  decree  or  order  and  will not result in or require the creation or
imposition  of  any  lien on any of the Company's or any Subsidiary's properties
pursuant  to  the  provisions  of  any  such  agreement  or  instrument. No vote
(including any vote under the rules of any securities exchange or trading system
or  market on which any of the Company's securities are listed or traded) on the
part  of  the  stockholders  of  the  Company,  other than those which have been
obtained,  is  required  to  approve  or  authorize  any  of  the  transactions
contemplated by this Agreement, any of the other Warrant Documents or any of the
Loan Documents or the authorization of the issuance of Warrant Securities or any
shares of capital stock to be issued pursuant to the Loan Documents. None of the
transactions  contemplated by this Agreement, any of the other Warrant Documents
or  any  of the Loan Documents (including the issuance of the Warrant Securities
or any shares of capital stock to be issued pursuant to the Loan Documents) will
give  rise to any payment or the acceleration of any obligation (whether with or
without  the  passage  of  time  or  upon  the  occurrence  of any event) to any
director,  officer  or  employee  of  the  Company  or  any  Subsidiary.

     (d)     Validity,  etc.  This  Agreement  and  each  of  the  other Warrant
Documents  constitutes  the legal, valid and binding obligations of the  Company
enforceable in accordance with their respective terms, subject to (i) the effect
of  any  applicable bankruptcy, insolvency, moratorium or similar laws affecting
creditors' rights generally; and (ii) the effect of general principles of equity
(regardless  of  whether  considered  in  a  proceeding  in  equity  or at law).

     (e)  Capitalization  and  Ownership  of the Company. The authorized capital
stock  of  the Company consists of 200,000,000 shares of Common Stock, 8,006,210
shares of which are outstanding on the Closing Date. The record and, to the best
knowledge  of the Company, beneficial ownership of the outstanding capital stock
of  the  Company  as  of  the  Closing  Date is set forth in Exhibit B. All such
outstanding  shares  are  duly  authorized,  validly  issued,  fully  paid  and
nonassessable,  and  are not, and will not have been, issued in violation of any
preemptive  rights. No issued, no authorized but unissued and no treasury shares
of  capital  stock  of  the Company are subject to any preemptive right, option,
warrant,  right of conversion or purchase or any similar right issued or granted
by  the  Company  or,  to  the  best  knowledge  of  the  Company, by any of its
shareholders.  Except  as  set  forth  in Section 19, there are no agreements or
understandings  with  respect  to  the voting, sale or transfer of any shares of
capital  stock  of the Company to which the Company or, to the best knowledge of
the  Company,  any  of  its  shareholders  is  a  party.

     (f)  Authorization  and  Issuance of Warrants. The issuance of the Warrants
has  been  duly  authorized  and,  upon  delivery  to  Purchaser  of the Warrant
Certificates  therefor  in  accordance  with the terms hereof, the Warrants will
have been validly issued and fully paid and nonassessable, free and clear of all
Liens  and the issuance thereof will not give rise to any preemptive rights. The
issuance  of  the  shares  of  Common  Stock  upon exercise or conversion of the
Warrants  has  been duly authorized and, when issued upon exercise or conversion
of  the Warrants in accordance with the terms hereof, such shares will have been
validly  issued and fully paid and nonassessable. 452,050 shares of Common Stock
have  been  duly  reserved  for  issuance upon the exercise or conversion of the
Warrants.  Except  as  set forth in the Registration Rights Agreement, no Person
has  the  right  to  demand  or any other right to cause the Company to file any
registration  statement  under  the Securities Act relating to any securities of
the  Company  or  any  right  to  participate  in  the  any  such  registration.

     (g)  Securities  Laws.  In  reliance  on  the  investment  representations
contained  in  Section 3, the offer, issuance, sale and delivery of the Warrants
to the Purchaser as provided in this Agreement, and the issuance and delivery of
Common  Stock  upon the exercise or conversion of the Warrants by the Purchaser,
are  and will be exempt from the registration requirements of the Securities Act
and  all applicable state securities laws, as such laws are currently in effect.

     (h)  No Integration of Issue. Neither the Company nor any Person authorized
or  employed by the Company as agent, broker or otherwise in connection with the
offering  of the Warrants has offered the Warrants for sale to, or solicited any
offers  to  buy  the  Warrants  from,  or  otherwise approached or negotiated or
communicated  in  respect thereof with, anyone other than Purchaser. Neither the
Company  nor  any  Person acting on behalf of the Company will sell or offer any
class  of  securities  to,  or solicit any offers to buy any class of securities
from,  or  otherwise approach, negotiate or communicate in respect thereof with,
any  Person  so  as  to  require  the  registration  of  the  Warrants under the
Securities  Act  or  any  applicable  state  securities  laws.

     SECTION  6.     Covenants.  The Company agrees with each Holder that, until
the  termination  of  this  Agreement  pursuant  to Section 24, the Company will
perform  the  obligations  set  forth  in  this  Section  6:

     (a)     Financial  and  Business Information.  The Company will furnish, or
will  cause  to  be  furnished, to each Holder copies of the following financial
statements,  reports  and  information:

     (i)     promptly  when  available  and in any event within ninety (90) days
after  the  close  of each Fiscal Year, a consolidated and consolidating balance
sheet  at  the  close  of  such  Fiscal  Year,  and  related  consolidated  and
consolidating  statements  of income and cash flows for such Fiscal Year, of the
Company  and  its  Subsidiaries (with comparable information at the close of and
for  the  prior Fiscal Year), certified (in the case of consolidated statements)
without  qualification  by  Deloitte  &  Touche,  L.L.P.  or  other  nationally
recognized  independent  public  accountants,  together with a report containing
management's  discussion  and  analysis  of  financial  condition and results of
operation  of  the  Company  and its Subsidiaries (delivery to the Holders of an
annual  report  on  Form  10-K filed under the Exchange Act for such Fiscal Year
shall satisfy the requirements of this clause (a)(i) with respect to such Fiscal
Year);

     (ii)     promptly  when  available  and in any event within forty-five (45)
days  after  the  close of each calendar month of each Fiscal Year, consolidated
and  consolidating  balance  sheets  at  the  close  of each calendar month, and
consolidated  and consolidating statements of operations, retained earnings, and
cash  flows  for  such  month  and for the period commencing at the close of the
previous  month  and ending with the close of such month, of the Company and its
Subsidiaries  (with  comparable  information  at  the  close  of  and  for  the
corresponding  month  of the prior Fiscal Year and for the corresponding portion
of  such  prior  Fiscal  Year),  certified  by  the chief financial or executive
officer  of  the  Company (delivery to the Holders of a quarterly report on Form
10-Q  filed  under  the  Exchange  Act  with  respect to any Fiscal Quarter will
satisfy  the  requirements  of  this  clause (a)(ii) with respect to such Fiscal
Quarter);

     (iii)     within  forty-five  (45)  days  after  the  close  of each Fiscal
Quarter,  a  brief report containing management's discussion and analysis of the
financial  condition  and  results  of  operations  of  the  Company  and  its
Subsidiaries  (including  a  discussion  and analysis of any changes compared to
prior  results);  and

     (iv)  promptly  upon  the  sending or filing thereof, copies of all reports
that  the  Company  sends  to  its security holders generally, and copies of all
reports  and registration statements that the Company or any of its Subsidiaries
files  with  the  SEC  or  any  national  securities  exchange.

     (b)     Information.  Company  shall  provide  the  following:

     (i)     Filings.  The  Company  will  file  with  the  SEC on or before the
required  date all regular or periodic reports required pursuant to the Exchange
Act  and  deliver to each Holder, promptly upon its becoming available, one copy
of  each  report,  notice  or  proxy  statement  sent  by  the  Company  to  its
stockholders generally, and of each regular or periodic report filed pursuant to
the  Exchange  Act  and  any  registration  statement,  prospectus  or  written
communication  (other  than  transmittal letters) pursuant to the Securities Act
filed  by the Company with (i) the SEC or (ii) any national securities exchange;
and

     (ii)  Rule  144.  The  Company  will  use its best efforts to make publicly
available  information  concerning the Company sufficient to allow any Holder to
dispose  of  all or a portion of the Warrant Securities pursuant to Rule 144 (or
any  successor  provision)  promulgated  by  the  SEC  under the Securities Act.

     (c)     Maintenance of Corporate Existence, etc.  The Company will cause to
be done at all times all things necessary to maintain and preserve the corporate
existence  of  the  Company  and  its  Subsidiaries

     (d) Maintenance of Books and Records. The Company will, and will cause each
Subsidiary to, keep books and records reflecting all of its business affairs and
transactions  in  accordance  with  GAAP.

     (e)  Inconsistent Agreements. The Company will not, and will not permit any
Subsidiary  to, enter into any agreement containing any provision which would be
violated or breached by the issuance of the Warrants or the Warrant Shares or by
the  performance  by the Company or any Subsidiary of its obligations under this
Agreement  or  under  any  other  Warrant  Documents.

     (f) Organic Documents. The Company shall not permit to occur any amendment,
alteration  or modification to its Organic Documents, as constituted on the date
hereof,  the  effect  of which would be to alter, impair or materially adversely
affect  either the rights and benefits of Purchaser or the Holders or the duties
and  obligations  of  the  Company  under  this  Agreement and the other Warrant
Documents.

     (g) Transactions with Affiliates. The Company will not, and will not permit
any  Subsidiary  to,  enter  into,  or  cause,  suffer  or  permit  to  exist:

     (i)     any  arrangement or contract with any of its Affiliates of a nature
customarily  entered  into  by  Persons  which  are  Affiliates  of  each  other
(including  management  or  similar  contracts  or  arrangements relating to the
allocation of revenues, expenses or otherwise) requiring any payments to be made
by  the  Company  or  any  of  its Subsidiaries to any Affiliate, other than any
arrangement  solely  among  the  Company  and its wholly-owned Subsidiaries; and

     (ii)     any  other  transaction,  arrangement  or contract with any of its
Affiliates  which is on terms which are less  favorable than are obtainable in a
transaction  from  any  Person  which  is  not  one  of  its  Affiliate.

     (h)     Issuance  of  Additional Rights, Options and Warrants.  The Company
shall  not  issue  any rights, options or warrants to subscribe for, purchase or
otherwise  acquire  Common  Stock or Convertible Securities), whether or not the
right  to  exercise  such  rights, options or warrants or to convert or exchange
such  Convertible  Securities  is immediately exercisable or is conditioned upon
the  passage  of  time,  an occurrence or non-occurrence of some other event, or
both;  provided,  however,  that  the  Company may issue options to purchase its
Common  Stock to its employees and directors provided that the maximum number of
shares  of Common Stock issuable upon exercise of such options together with the
maximum  number  of  shares of Common Stock issuable upon exercise of all Option
Securities  outstanding  on  the  Closing  Date  (other than Eight-Dollar Option
Securities) shall not exceed 800,621 (as adjusted appropriately adjusted for any
stock  splits  or  reverse  stock  splits  occurring  after  the  Closing Date).

     (i)  Antitakeover  Statutes. The Company shall take all action necessary to
avoid  the  application  of  any  "fair  price,"  "moratorium,"  "control  share
acquisition,"  "business  combination,"  "shareholder  protection"  or  similar
antitakeover  statute  to the transactions contemplated by this Agreement or any
other  Warrant  Document  (including  the  issuance  of the Warrant Securities).

     (j)  Governmental  Approvals. The Company will, and will cooperate with the
Holders  to,  secure  all  necessary  consents,  approvals,  authorizations  and
exemptions  from all governmental authorities in connection with the exercise or
conversion  of  the  Warrants  and  the  issuance of shares of Common Stock upon
exercise  or  conversion  of  the  Warrants.

     (k)  Cash Distributions and Dividends. The Company shall not pay a dividend
or make a distribution to the holders of its Stock of any securities (other than
Stock)  or  property  (including  cash and securities of other companies) of the
Company,  or  any rights, options or warrants to purchase securities (other than
Stock)  or  property  (including  securities of other companies) of the Company.

     SECTION  7.     Warrant  Certificates.  The  Warrant  Certificates  to  be
delivered  pursuant  to  this  Agreement  shall  be  in  registered form only as
provided  in  Section  9  and  in  the  form  set  forth  as  ExhibitA.

     SECTION 8. Execution of Warrant Certificates. Warrant Certificates shall be
signed  on  behalf of the Company by the duly authorized officers of the Company
under  its corporate seal. Each such signature upon the Warrant Certificates may
be  in  the form of a facsimile signature of the duly authorized officers of the
Company  and  may be printed or otherwise reproduced on the Warrant Certificates
and  for  that  purpose the Company may adopt and use the facsimile signature of
any  person  who  shall  have  been  a  duly  authorized officer of the Company,
notwithstanding  the  fact  that  at  the time the Warrant Certificates shall be
delivered  or disposed of such person shall have ceased to hold such office. The
seal  of  the  Company  may  be  in  the  form of a facsimile thereof and may be
impressed,  affixed,  imprinted  or  otherwise  reproduced  on  the  Warrant
Certificates.  In  case  any officer of the Company who shall have signed any of
the  Warrant  Certificates  shall  cease  to  be such officer before the Warrant
Certificates  so signed shall have been disposed of by the Company, such Warrant
Certificates  nevertheless may be delivered or disposed of as though such person
had  not  ceased  to be such officer of the Company; and any Warrant Certificate
may  be signed on behalf of the Company by any person who, at the actual date of
the  execution  of  such  Warrant  Certificate, shall be a proper officer of the
Company  to  sign such Warrant Certificate although at the date of the execution
of  this  Agreement  such  person  was  not  such  officer.

     SECTION  9. Registration. The Company shall number and register the Warrant
Certificates  in  a  register as they are issued. The Company may deem and treat
the  registered  holder(s)  of the Warrant Certificates as the absolute owner(s)
thereof (notwithstanding any notation of ownership or other writing thereon made
by  anyone)  for  all  purposes  and  shall not be affected by any notice to the
contrary.

     SECTION  10.     Registration  of  Transfers  and  Exchanges.

    (a)     The  Company  shall  from time to time register the transfer of any
outstanding  Warrant  Certificates in a Warrant register to be maintained by the
Company  upon  surrender  of  such Warrant Certificates accompanied by a written
instrument  or  instruments  of  transfer in form reasonably satisfactory to the
Company, duly executed by the Holder or Holders thereof or by the duly appointed
legal  representative  thereof  or  by  a  duly  authorized  attorney; provided,
however, that prior to effecting such transfer, the transferee shall agree (in a
form  reasonably  satisfactory  to the Company) to be bound by the terms of this
Agreement.  Upon  any  such  registration of transfer, a new Warrant Certificate
shall  be  issued  to  the transferee(s) and the surrendered Warrant Certificate
shall be canceled and disposed of by the Company.  Until the Warrant Certificate
is transferred on the Warrant register of the Company, the Company may treat the
Holder  as  shown  in  the Warrant register as the absolute owner of the Warrant
Certificate  for  all  purposes, and notwithstanding any notice to the contrary.
The  Company  agrees  that  it  will  make  the  Warrant  register available for
inspection  by  the  Holders during normal business hours at its office and that
the  Holders may rely on the Warrant register for purposes of complying with the
preceding  sentence.

     (b)     The  Warrants shall be transferable in whole or in part and, in the
event that a Warrant Certificate is transferred in respect of fewer than all the
Warrants  evidenced  by  the  Warrant  Certificate,  a  new  Warrant Certificate
evidencing  the  remaining  Warrant  or  Warrants  will  be issued and delivered
pursuant  to  the  provisions  of  this  Section  10  and  of  Section  8.

     (c)     If  any transfer of Warrants or Warrant Shares is not made pursuant
to  an  effective  registration  statement  under the Securities Act, the Holder
will,  if reasonably requested by the Company, deliver to the Company an opinion
of  counsel,  which  may  be  counsel to the Holder but which must be reasonably
satisfactory  to  the  Company,  reasonably  satisfactory  in  form,  scope  and
substance  to  the  Company,  that  such  Warrants or Warrant Shares may be sold
without  registration  under  the  Securities  Act,  as  well:

     (i)     as  an  investment  covenant reasonably satisfactory to the Company
signed by the proposed transferee (except that no such covenant will be required
in  connection  with  a transfer effected in accordance with Rule 144A under the
Securities  Act);  and

     (ii)     an  agreement  by  such  transferee  to  the  impression  of  the
restrictive  legends  set  forth  below  on  the  Warrant  Certificate or on the
certificate  evidencing  such  Warrant  Shares.

     (d)     The  Holders  agree  that  each  Warrant  Certificate  and  each
certificate  representing  Warrant  Shares  will  bear the following legend (the
"Securities  Legend"):

"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR ANY STATE SECURITIES LAWS.  SAID
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN  EXEMPTION,  OR  AN  OPINION  OF  COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER
REASONABLY  ACCEPTABLE TO THE COMPANY) AS TO AN EXEMPTION, FROM THE REGISTRATION
PROVISIONS  OF  SAID  ACT  OR  LAWS."

     (e)     Notwithstanding  the  foregoing  provisions of this Section 10, the
restrictions  upon  the  transferability  of  the  Warrant  Securities  and  the
Securities Legend requirement set forth in this Section 10 shall terminate as to
any  of  the  Warrant  Securities  (i) when and so long as such Warrant Security
shall  have been effectively registered under the Securities Act and disposed of
pursuant  thereto  or  (ii)  when  the Company shall have received an opinion of
counsel  reasonably  satisfactory  to  it  that  such  Securities  Legend is not
required  in  order  to ensure compliance with the Securities Act.  Whenever the
restrictions  imposed  by  this  Section  10  shall  terminate as to any Warrant
Securities,  the Holder thereof shall be entitled to receive from the Company, a
new  Warrant Certificate or certificate for Warrant Shares bearing the following
legend  in  place  of  the  Securities  Legend  set  forth  above:

"THE  RESTRICTIONS  ON  TRANSFERABILITY  OF  THE  SECURITIES REPRESENTED BY THIS
CERTIFICATE  TERMINATED ON ______________, 20__, AND ARE OF NO FURTHER FORCE AND
EFFECT."

     (f)     The  Holders  further  agree that each Warrant Certificate and each
certificate  representing  Warrant  Shares  will  bear  the  following  legend:

"THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A
WARRANT  PURCHASE AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN CREATIVE HOST
SERVICES,  INC.  (THE  "COMPANY")  AND  ING CAPITAL LLC (THE "PURCHASER"), AND A
REGISTRATION  RIGHTS  AGREEMENT,  DATED  AS  OF  JANUARY  17, 2003,  BETWEEN THE
COMPANY  AND  THE  PURCHASER,  COPIES  OF  EACH OF WHICH ARE ON FILE AT THE MAIN
OFFICE OF THE COMPANY.  ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER
OF  SUCH  SECURITIES  IN  VIOLATION  OF  SAID  AGREEMENTS  SHALL  BE  INVALID."

     (g)     Warrant  Certificates  may  be  exchanged  at  the  option  of  the
Holder(s)  thereof  when  surrendered  to  the Company at its office for another
Warrant Certificate or other Warrant Certificates of like tenor and representing
in  the aggregate a like number of Warrants, including, without limitation, upon
an  adjustment  in  the  Exercise  Price  or  in  the  number  of Warrant Shares
purchasable upon exercise of the Warrants.  Warrant Certificates surrendered for
exchange  shall  be  canceled  and  disposed  of  by  the  Company.

     SECTION  11.     Exercise  of  Warrants;  Conversion  of  Warrants.

     (a)     Subject  to the terms of this Agreement, each Holder shall have the
right,  which may be exercised at any time or from time to time prior to January
17, 2012, to receive from the Company the number of fully paid and nonassessable
Warrant  Shares  which  such  Holder  may  at the time be entitled to receive on
exercise  or  any  part  of the Warrants and payment of the appropriate Exercise
Price  then  in effect for such Warrant Shares.  A Warrant may be exercised upon
surrender  to the Company at its office designated for such purpose (the address
of  which  is  set  forth  in  Section  20)  of  the certificate or certificates
evidencing  the  Warrants  to be exercised with the form of election to purchase
attached  thereto  properly completed and signed, upon payment to the Company of
the  appropriate  Exercise  Price for the number of Warrant Shares in respect of
which such Warrants are then exercised.  Payment of the aggregate Exercise Price
shall  be  made  in  cash or by check payable to the order of the Company.  Upon
such  surrender  of Warrant Certificates and payment of the appropriate Exercise
Price,  the  Company  shall  issue and cause to be delivered with all reasonable
dispatch  (and  in any event within ten (10) Business Days of such surrender and
payment)  to  or  upon  the  written order of the Holder, and in the name of the
Holder  or the Holder's nominee, a certificate or certificates for the number of
full  Warrant  Shares  issuable upon the exercise of such Warrants together with
such  other  property (including cash) and securities as may then be deliverable
upon  such exercise, including cash for fractional Warrant Shares as provided in
Section  17.  Such  certificate  or  certificates  shall  be deemed to have been
issued  and  the Person so named therein shall be deemed to have become a holder
of  record  of  such  Warrant  Shares  as  of the date of the  surrender of such
Warrant  Certificates  and  payment  of  the  Exercise  Price.

     (b)     Subject  to the terms of this Agreement, each Holder shall have the
right  (the "Conversion Right"), which may be exercised at any time or from time
to time prior to January 17, 2012, to convert the Warrants, in whole or in part,
into  the  number  of  fully  paid  and  nonassessable Warrant Shares calculated
pursuant  to  the  following  formula:

           X   =   Y  (A-B)
                   --------
                       A

   where:    X     =     the number of Warrant Shares to be issued to the
                         Holders upon conversion;

             Y     =     the number of Warrant Shares for which the Conversion
                         Right is being exercised;

             A     =     the Fair Market Value per Share as of the date of
                         exercise of such Conversion Right; and

             B     =     the Exercise Price with respect to such Warrants.

     (c)     A  Warrant  may  be  converted upon surrender to the Company at its
office designated for such purpose (the address of which is set forth in Section
20)  of  the certificate or certificates evidencing the Warrants to be converted
with  the  form  of  election to convert attached thereto properly completed and
signed.  Upon  such  surrender  of Warrant Certificates, the Company shall issue
and  cause to be delivered with all reasonable dispatch (and in any event within
ten  (10)  Business  Days of such surrender) to or upon the written order of the
Holder,  and in the name of the Holder or the Holder's nominee, a certificate or
certificates  for the number of full Warrant Shares issuable upon the conversion
of  such  Warrants  together  with  such  other  property  (including  cash) and
securities  as  may then be deliverable upon such conversion, including cash for
fractional  Warrant  Shares  as  provided  in  Section  16.  Such certificate or
certificates shall be deemed to have been issued and the Person so named therein
shall  be  deemed to have become a holder of record of such Warrant Shares as of
the  date  of  the  surrender  of  such  Warrant  Certificates.

     (d)     The  Warrants shall be exercisable and convertible, at the election
of  the Holders thereof, either in full or from time to time in part, and in the
event  that  a Warrant Certificate is exercised or converted in respect of fewer
than  all of the Warrant Shares issuable pursuant to such Warrant Certificate at
any  time  prior  to  the  date  of  expiration  of  the Warrants, a new Warrant
Certificate  evidencing  the  remaining  Warrant  or Warrants will be issued and
delivered  pursuant  to the provisions of this Section 11 and of Section 8.  All
Warrant  Certificates  surrendered upon exercise or conversion of Warrants shall
be  canceled  and  disposed of by the Company.  The Company shall keep copies of
this  Agreement  and  any  notices  received  hereunder available for inspection
during  normal  business  hours at its office.  The Company will furnish, at its
expense,  copies  of  this  Agreement and all such notices, upon request, to any
Holder  of  any  Warrant  Certificates.

     SECTION  12.     Payment  of  Taxes.  The  Company  will  pay all stamp and
transfer  taxes  in  connection  with  the  issuance,  sale  and delivery of the
Warrants  hereunder,  as  well  as  all  such  taxes attributable to the initial
issuance  of  Warrant  Shares  upon  the exercise of Warrants and payment of the
appropriate Exercise Price or upon conversion of the Warrants.  The Company will
not,  however,  be  required  to pay any tax or other similar charges imposed in
connection with any transfer of any Warrant Securities.  Nothing herein shall be
construed as requiring the Company to pay any taxes imposed in respect of income
realized  by  any  Holder  upon  the purchase, transfer or exercise of Warrants.

     SECTION  13. Mutilated or Missing Warrant Certificates. Upon receipt by the
Company  of evidence reasonably satisfactory to the Company (which shall include
an  affidavit  of  the  Holder)  that  any  Warrant  Certificate shall have been
mutilated,  lost,  stolen  or  destroyed  and,  in  the  case  of loss, theft or
destruction,  a  customary  indemnity  agreement from the Holder of such Warrant
Certificate,  the Company shall issue, in exchange and substitution for and upon
cancellation  of  the  mutilated  Warrant  Certificate,  or  in  lieu  of  and
substitution  for  the  Warrant  Certificate  lost,  stolen  or destroyed, a new
Warrant  Certificate of like tenor and representing an equal number of Warrants.

     SECTION  14.  Reservation  of Warrant Shares. The Company will at all times
that any Warrant is exercisable reserve and keep available, free from preemptive
or  similar  rights, out of the aggregate of its authorized but unissued capital
stock  or  its authorized and issued capital stock held in its treasury, for the
purpose  of  enabling  it to satisfy any obligation to issue Warrant Shares upon
exercise  or  conversion of Warrants, the maximum number of shares of each class
of  capital  stock  constituting  a part of the Warrant Shares which may then be
deliverable  upon  the  exercise  or conversion of all outstanding Warrants. The
Company  shall  cause  all  shares  of  Common  Stock  issuable upon exercise or
conversion  of  the Warrants to be (x) listed (or to be listed subject to notice
of  issuance)  on  each  securities exchange on which shares of Common Stock are
listed,  or  (y)  admitted  for  trading in any inter-dealer quotation system on
which  shares  of  Common  Stock  are  traded. The Company or, if appointed, the
transfer  agent  for  shares  of each class of capital stock of the Company (the
"Transfer  Agent")  and  every  subsequent  transfer agent for any shares of the
Company's capital stock issuable upon the exercise or conversion of the Warrants
will  be irrevocably authorized and directed at all times to reserve such number
of  authorized  shares  as  shall be required for such purpose. The Company will
keep  a  copy  of  this Agreement on file with the Transfer Agent and with every
subsequent transfer agent for any shares of the Company's capital stock issuable
upon  the  exercise  of  the rights of purchase or conversion represented by the
Warrants.  The Company will furnish such Transfer Agent a copy of all notices of
adjustments,  and  certificates  related  thereto,  transmitted  to  each Holder
pursuant  to Section 8. Before taking any action which would cause an adjustment
pursuant  to Section 15 to the maximum number of Warrant Shares deliverable upon
the exercise of all outstanding Warrants the then authorized number of shares of
Common  Stock,  the  Company  shall  cause to be authorized additional shares of
Common Stock such that such maximum number of shares of Common Stock deliverable
upon  exercise  of all outstanding Warrants does not exceed the number of shares
of  Common  Stock  authorized  pursuant to the Organic Documents of the Company.
Before  taking any action which would cause an adjustment pursuant to Section 15
to  reduce  the  Exercise Price below the then par value (if any) of the Warrant
Shares,  the Company will take any corporate action which may, in the opinion of
its  counsel,  be  necessary  in  order that the Company may validly and legally
issue  fully  paid  and nonassessable Warrant Shares at the Exercise Price as so
adjusted.

     SECTION  15.  Adjustment  of  Exercise  Price  and Number of Warrant Shares
Issuable. The Exercise Price and the number of Warrant Shares issuable or issued
upon  the  exercise  of each Warrant are subject to adjustment from time to time
upon  the  occurrence  of  any  of  the  events  enumerated  in this Section 15.

     (a)     Adjustment  for  Change  in  Capital  Stock of the Company.  If the
Company (i)  subdivides its outstanding shares of any class of Common Stock into
a  greater  number of shares, (ii)  combines its outstanding shares of any class
of  Common stock into a smaller number of shares, (iii)  makes a distribution on
any class of its Common Stock in shares of its Stock other than Common Stock, or
(iv)  issues  by reclassification of any class of its Common Stock any shares of
its  Stock,  then  the Exercise Price in effect immediately prior to such action
shall  be  proportionately adjusted so that the Holder of any Warrant thereafter
exercised  may  receive the aggregate number and kind of shares of capital stock
of  the  Company  which it would have owned immediately following such action if
such  Warrant  had  been  exercised  immediately  prior  to  such  action.  Such
adjustment  shall  be  made  successively  whenever any event listed above shall
occur,  and  shall  become effective immediately after the effective date in the
case of a subdivision, combination or reclassification. If after an adjustment a
Holder  of  a Warrant upon exercise of such Warrant may receive shares of two or
more  classes  of  capital  stock  of the Company, the Board of Directors of the
Company  shall  determine  in the good faith exercise of its reasonable business
judgment  the  allocation  of the adjusted Exercise Price between the classes of
capital  stock.  After  such allocation, the exercise privilege and the Exercise
Price  of  each class of capital stock shall thereafter be subject to adjustment
on  terms  comparable  to  those  in  this  Section  15.

     (b)  Adjustment  for  Common  Stock Issues. If the Company issues shares of
Common  Stock  for a consideration per share less than the Fair Market Value per
Share  on  the  date  the  Company  fixes  the offering price of such additional
shares,  the  Exercise  Price shall be adjusted in accordance with the following
formula:
                         P
                         -
     E'  =  E  x  (O  +  M)
                   -------
                     A

where:     E'  =     the adjusted Exercise Price;

           E  =      the then current Exercise Price;

           O  =      the number of shares of Common Stock outstanding
                     immediately prior to the issuance of such additional
                     shares;

           P  =      the aggregate consideration received for the issuance of
                     such additional shares;

           M  =      the Fair Market Value per Share on the date the Company
                     fixes the offering price of such additional shares; and

           A  =      the number of shares of Common Stock outstanding
                     immediately after the issuance of such additional shares.

The  adjustment  shall  be made successively whenever any such issuance is made,
and  shall become effective immediately after such issuance.  This Section 15(b)
does  not  apply  to (i) the transactions described in Section 15(a) or (ii) any
transaction  for which an adjustment has been made pursuant to the provisions of
Section  15(c)  or  Section 15(d), or (iii) the issuance of any Excluded Shares.

     (c)     Adjustment  for  Convertible  Securities  Issues.  If  the  Company
issues any evidences of indebtedness, shares of stock or other securities which,
with  or  without  payment  of additional consideration in cash or property, are
convertible  into or exchangeable for shares of Common Stock, whether or not the
right  to  convert  or  exchange  there-under  is  immediately exercisable or is
conditioned  upon  the passage of time, the occurrence or non-occurrence of some
other  event,  or both ("Convertible Securities"), for a consideration per share
of  Common  Stock  initially  deliverable  upon  conversion  or exchange of such
Convert-ible Securities less than the Fair Market Value per Share on the date of
issuance of such Convertible Securities, the Exercise Price shall be adjusted in
accordance  with  the  following  formula:

                        P
                        -
     E'  =  E  x  O  +  M
                  -------
                  O  +  D

where:    E'  =  the adjusted Exercise Price;

          E  =   the then current Exercise Price;

          O  =   the number of shares of Common Stock outstanding immediately
                 prior to the issuance of such Convertible Securities;

          P  =   the aggregate consideration received for the issuance of such
                 Convertible Securities; and

          M  =   the Fair Market Value per Share on the date of issuance of
                 such Convertible Securities; and

          D  =   the maximum number of shares of Common Stock deliverable upon
                 exercise, conversion or in exchange of such Convertible
                 Securities at the lowest price at which the Convertible
                 Securities can be converted into or exchanged for Common
                 Stock, regardless of whether such lowest price is the initial
                 price or is conditioned upon the passage of time, the
                 occurrence or non-occurrence of some other event, or both.

The  adjustment  shall  be made successively whenever any such issuance is made,
and  shall become effective immediately after such issuance.  This Section 15(c)
shall  not  apply  to  the  issuance  of any Convertible Securities for which an
adjustment  has  been  made  pursuant  to  Section  15(d).

     (d)     Adjustment  for  Right,  Option and Warrant Issues.  If the Company
issues any rights, options or warrants to subscribe for or purchase or otherwise
acquire  Common  Stock  or  Convertible  Securities, whether or not the right to
exercise  such  rights,  options  or  warrants  is immediately exercisable or is
conditioned  upon  the passage of time, the occurrence or non-occurrence of some
other event, or both (the "Option Securities"), for a consideration per share of
Common  Stock initially deliverable upon exercise of such Option Securities (and
in  the  case  of  Option  Securities  to  acquire  Convertible Securities, upon
conversion or exchange of such Convertible Securities) less than the Fair Market
Value  per Share on the date of issuance of such Option Securities, the Exercise
Price  shall  be  adjusted  in  accordance  with  the  following  formula:

                   P
                   -
E'  =  E  x  O  +  M
             -------
             O  +  D

where:   E'  =  the adjusted Exercise Price;

         E  =   the then current Exercise Price;

         O  =   the number of shares of Common Stock outstanding immediately
                prior to the issuance of such Option Securities;

         P  =   the aggregate consideration received for the issuance of
                such Option Securities;

         M  =   the Fair Market Value per Share on the date of issuance of
                such Option Securities; and

         D  =   the maximum number of shares of Common Stock deliverable
                upon exercise, conversion or in exchange of such Option
                Securities at the lowest price at which the Option
                Securities may be exercised to purchase or otherwise
                acquire Common Stock, regardless of whether the lowest
                price  is  the initial price or is conditioned upon the
                passage of time, the occurrence or non-occurrence of
                some other event, or both.

The  adjustment  shall  be made successively whenever any such issuance is made,
and  shall  become  effective  immediately  after  such  issuance.

     (e)     Consideration Received.  For purposes of any computation respecting
consideration  received  pursuant  to  any  subsection  of  this Section 15, the
following  shall  apply:

     (i)     In the case of the issuance of shares of Common Stock for cash, the
consideration  received  shall  be  the amount of cash receivable by the Company
therefor, without deduction therefrom of any reasonable expenses incurred by the
Company  in connection therewith or any reasonable underwriters' discounts, fees
and  commissions  paid  or  allowed  by  the  Company  in  connection therewith.

     (ii)     In  the  case  of  the  issuance  of  shares of Common Stock for a
consideration  consisting  in  whole  or  in  part  of  other  than  cash,  the
consideration  other than cash shall, subject to the following provision of this
paragraph  (ii),  be deemed to be the fair market value thereof as determined by
the Board of Directors of the Company in the good faith exercise of its business
judgment, without deduction therefrom of any reasonable expenses incurred by the
Company  in connection therewith.  In any circumstances in which the fair market
value  of  any such consideration is to be determined pursuant to this paragraph
(ii),  the Company shall give to the Holders written notice of the proposed fair
market  value,  as  determined  in  good  faith by the Board of Directors of the
Company.  If  the  Company  and  the Required Holders agree upon the fair market
value then the fair market value for purposes of this paragraph (ii) shall be as
so  agreed.  If the Required Holders and the Company do not agree upon such fair
market  value,  then  the  Required  Holders  and  the  Company  shall appoint a
recognized investment banking firm of national reputation, reasonably acceptable
to  the  Required  Holders  and  the  Company.  If  the Company and the Required
Holders  cannot  agree  on  the  appointment of a mutually acceptable investment
banking  firm,  or if the firm so appointed declines or fails to serve, then the
Required  Holders  and the Company shall each choose one such investment banking
firm  and  the  respective  firms  so  chosen  shall  appoint another recognized
investment  banking firm of national reputation.  The investment banking firm so
selected shall appraise the fair market value for the purposes of this paragraph
(ii), and such investment banking firm shall make such appraisal (which shall be
in the form of a written report signed by such investment banking firm) and, for
the  purposes  of  determining  the fair market value pursuant to this paragraph
(ii),  such  appraised  fair market value determined as herein provided shall be
final  and  conclusive on the Company and the Holders. If the appraised value of
the  Company  as  determined by such investment banking firm is equal to or less
than that determined by the Board of Directors of the Company in accordance with
this  paragraph (ii), then all fees and expenses of such investment banking firm
shall  be paid by the Holders requesting such appraisal.  If the appraised value
of  the  Company  as  determined by such investment banking firm is greater than
that  determined  by  the  Board  of Directors in accordance with this paragraph
(ii),  then  all fees and expenses of such investment banking firm shall be paid
by  the  Company.

     (iii)     In  the  case of the issuance of Convertible Securities or Option
Securities,  the aggregate consideration received therefor shall be deemed to be
the  consideration  received by the Company for the issuance of such Convertible
Securities or Option Securities, as the case may be, plus the additional minimum
consideration,  if  any,  to  be  received  by  the Company upon the conversion,
exchange or exercise thereof (the consideration in each case to be determined in
the  same  manner  as  provided in clauses (i) and (ii) of this subsection (e)).

     (f)     Reorganization  of  the  Company.  In  the  event  of  any  capital
reorganization, recapitalization or reclassification of the capital stock of the
Company,  or  consolidation,  merger or amalgamation of the Company with another
entity,  any  acquisition  of  capital  stock of the Company by means of a share
exchange,  or  the sale, lease, transfer, conveyance or other disposition of all
or  substantially  all  of its assets to another entity, then, as a condition of
such  reorganization, recapitalization, reclassification, consolidation, merger,
amalgamation,  share  exchange  or  sale,  lease,  transfer, conveyance or other
disposition,  lawful and adequate provision shall be made whereby the Holders of
the  Warrant  Certificates  shall  thereafter  have  the  right  to purchase and
receive,  on  the  basis  and  upon  the  terms and conditions specified in this
Agreement  and in lieu of the Warrant Shares immediately theretofore purchasable
and receivable upon the exercise of the rights represented by the Warrants, such
shares  of  stock, securities, cash or property as may be issued or payable with
respect  to  or  in  exchange  for  the  number  of  Warrant  Shares immediately
theretofore  purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  by  the  Warrant  Certificates.  If  such  consolidation,  merger,
amalgamation,  share  exchange,  sale,  lease,  transfer,  conveyance  or  other
disposition  is  with  any  Person  or  group  of Persons (within the meaning of
Section  13(d)  or  14(d)  of  the Exchange Act) who shall have made a purchase,
tender  or  exchange  offer  which  was accepted by the holders of not less than
twenty  percent  (20%) of the outstanding shares of Common Stock of the Company,
the Holders of the Warrants shall have been given a reasonable opportunity (and,
in  no  event,  less  than  30  days) to elect to receive, either (x) the stock,
securities,  cash or property it would have received pursuant to the immediately
preceding sentence or (y) the stock, securities, cash or property issued or paid
(or to be issued or paid) to holders of the Common Stock in accordance with such
offer.  In any such case appropriate provision shall be made with respect to the
rights  and  interests  of  the  Holders  of  the  Warrants  to the end that the
provisions  of  this  Agreement  (including,  without limitation, provisions for
adjustment  of  the  Exercise  Price  and  of  the number and type of securities
purchasable  upon  the exercise of the Warrants) shall thereafter be applicable,
as  nearly  as  may  be, in relation to any shares of stock, securities, cash or
property  thereafter deliverable upon the exercise of the Warrants.  The Company
shall not effect any such consolidation, merger, amalgamation, share exchange or
sale,  lease,  transfer,  conveyance  or  other  disposition unless  prior to or
simultaneously with the consummation thereof the successor entity (if other than
the  Company)  resulting  from such consolidation, merger or amalgamation, share
exchange  or  the entity purchasing or otherwise acquiring such assets or shares
(i)  shall  assume  by  a  supplemental Warrant Agreement, satisfactory in form,
scope  and substance to the Required Holders (which shall be mailed or delivered
to  the Holders of the Warrants at the last address of such Holders appearing on
the  books of the Company) the obligation to deliver to such Holders such shares
of  stock,  securities,  cash  or  property as, in accordance with the foregoing
provisions,  such  Holders  may  be  entitled  to  purchase  (the  "Substitute
Securities")  and  (ii)  shall  assume all of the obligations of the Company set
forth  in  this Agreement and the Registration Rights Agreement.  Following such
assumption  such  obligations  shall  apply  to the Substitute Securities rather
than  to  the  Warrant  Shares.  If  the  issuer  of securities deliverable upon
exercise of Warrants under the supplemental Warrant Agreement is an Affiliate of
the  formed,  surviving, transferee or lessee entity, such issuer shall join the
supplemental  Warrant  Agreement.  The  foregoing  provisions  of this paragraph
shall  similarly  apply  to  successive  reorganizations,  recapitalizations,
reclassifications,  consolidations,  mergers,  amalgamations,  share  exchanges,
sales,  leases,  transfers,  conveyances  or  other  dispositions.

     (g)  Adjustment  in  Number of Shares. Upon each adjustment of the Exercise
Price  pursuant to this Section 15, each Warrant outstanding prior to the making
of  the  adjustment in the Exercise Price shall thereafter evidence the right to
receive  upon  payment  of  the  adjusted  Exercise Price that number of Warrant
Shares  (calculated  to  the  nearest  hundredth)  obtained  from  the following
formula:

     N'=  N  x  E
                -
               E'

where:     N' =  the adjusted number of Warrant Shares issuable upon exercise
                 of a Warrant by payment of the adjusted Exercise Price;

           N  =  the number of Warrant Shares previously issuable upon exercise
                 of a Warrant by payment of the Exercise Price prior to
                 adjustment;

           E'  =  the adjusted Exercise Price; and

           E  =   the Exercise Price prior to adjustment.

     (h)     Special  Adjustment  in  Respect of Exercise of Eight-Dollar Option
Securities.  In  the  event  that after the Closing Date any Eight-Dollar Option
Securities  are  exercised  or converted, immediately prior to the conversion or
exercise  of  any  or  all of the Warrants pursuant to Section 11, the number of
Warrant  Shares  issuable  upon exercise of such Warrants shall be recalculated,
and  the  number  of Warrant Shares that have been issued shall be adjusted from
time  to  time,  in  accordance  with  the  following formula, after taking into
account  any  other  adjustments  required  under  this  Section  15:

     N'=  N  x  FDS'
                ----
                FDS

where:     N'  =  the number of shares of Common Stock issuable upon exercise
                  of such Warrants immediately following such adjustment;

           N  =   the number of shares of Common Stock issuable upon exercise
                  of such Warrants immediately prior to such adjustment;

         FDS  =   the number of Fully  Diluted Shares prior to such exercise or
                  conversion of Eight-Dollar Options; and

        FDS'  =   the number of Fully Diluted Shares immediately after such
                  exercise or conversion of Eight-Dollar Options.

     SECTION  16.      Determination  of  Fair  Market  Value  per  Share.

     (a)     In  any  circumstance  in  which the Fair Market Value per Share is
required  to  be  determined  in  this  Agreement,  not later than ten (10) days
following  the date as of which such determination is required (and in any event
prior  to  issuing any shares of Common Stock, any Convertible Securities or any
Option  Securities),  the  Company  shall  cause  the  Board of Directors of the
Company to determine in good faith the Fair Market Value per Share.  Within five
(5) Business Days of such determination by the Board of Directors of the Company
(but  in no event later than thirty (30) days prior to issuance of Common Stock,
Convertible Securities or Option Securities), the Company shall give the Holders
written  notice of the proposed Fair Market Value per Share.  If the Company and
such  Holders  agree  upon the Fair Market Value per Share, then the Fair Market
Value  per Share shall be as so agreed.  If the Company and the Required Holders
do  not  agree upon such Fair Market Value per Share, then the Fair Market Value
per  Share  shall  be  determined  as  provided  in  Section  16(b).

     (b)     If the Required Holders and the Company do not agree upon such Fair
Market  Value per Share, then the Required Holders and the Company shall appoint
a  recognized  investment  banking  firm  of  national  reputation,  reasonably
acceptable  to  the  Required  Holders  and the Company.  If the Company and the
Required  Holders  cannot  agree  on  the  appointment  of a mutually acceptable
investment  banking  firm, then the Required Holders and the Company shall  each
choose one such investment banking firm and the respective firms so chosen shall
appoint  another recognized investment banking firm of national reputation.  The
investment  banking  firm  so  selected  shall appraise the value of the Company
(which  shall  be  in  the  form  of  a written report signed by such investment
banking  firm),  and  such  appraised  value of the Company determined as herein
provided  shall  be  final  and  conclusive  and  binding on the Company and the
Holders.  All fees and expenses of such investment banking firm shall be paid by
the  Company.

     SECTION  17.      Fractional  Interests.  The Company shall not be required
to  issue  fractional  Warrant Shares on the exercise of Warrants.  If more than
one Warrant shall be presented for exercise in full at the same time by the same
Holder,  the number of full Warrant Shares which shall be issuable upon exercise
thereof shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise  of the Warrants so presented.  If any fraction of the
Warrant  Shares would, except for the provisions of this Section 17, be issuable
on  the  exercise  of  any  Warrants (or specified portion thereof), the Company
shall  pay an amount in cash equal to the Fair Market Value per Share on the day
immediately preceding the date the Warrant is presented for exercise, multiplied
by  such  fraction.

     SECTION  18. Notice to Warrant Holders. Upon any adjustment of the Exercise
Price  or number or type of securities purchasable upon exercise of the Warrants
pursuant  to  Section  15,  the  Company  shall promptly thereafter (i) upon the
request  of  the  Required  Holders,  cause  to  be  filed  with  the  Company a
certificate  of  the  chief  financial  officer of the Company setting forth the
Exercise  Price  and  the  number  and  type  of  securities  or  other property
constituting  Warrant  Shares  after  such  adjustment  and  setting  forth  in
reasonable  detail  the  method  of  calculation  and  the facts upon which such
calculations  are  based  and,  in the case of an adjustment pursuant to Section
15(f),  setting  forth  the  number  and  type  of  securities or other property
constituting Warrant Shares (or portion thereof) issuable, after such adjustment
in  the  Exercise Price or number of Warrant Shares purchasable upon exercise of
the  Warrants,  upon  exercise of a Warrant and payment of the adjusted Exercise
Price,  and  (ii)  cause  to  be  given  to  each  of the Holders of the Warrant
Certificates  written  notice  of such adjustments, together with a copy of such
certificate. Where appropriate, such notice may be given in advance and included
as  a part of the notice required to be given under the other provisions of this
Section  18.  In  the  event:

     (a)     the  Company  shall authorize the issuance to holders (although not
necessarily  to  all  such  holders)  of  shares  of Stock or rights, options or
warrants to subscribe for or purchase or otherwise acquire shares of Stock or of
any  other  securities or property (including securities of any other issuer) or
of  any  other  subscription  rights,  options  or  warrants;  or

     (b)     the  Company  shall  authorize  the  payment  of  any  dividend  or
distribution to holders of shares of Stock of cash, Stock or other securities or
property  (including  securities  of  any  other  issuer)  of  the  Company;  or

     (c)     of any capital reorganization, reclassification or recapitalization
of  the  Stock  of  the Company, or any amalgamation, consolidation or merger to
which the Company is a party, or any acquisition of Stock of the Company through
a  share  exchange,  or  of  the  sale,  lease,  conveyance,  transfer  or other
disposition  of  the  properties  and  assets of the Company substantially as an
entirety,  or a purchase, tender or exchange offer for shares of Common Stock or
other securities constituting part of the Warrant Shares (whether by the Company
or  some  other  party);  or

     (d)     of the voluntary or involuntary dissolution, liquidation or winding
up  of  the  Company;  or

     (e)  the  Company  proposes  to  take  any  action  which  would require an
adjustment  of  the  Exercise Price or number of Warrant Shares purchasable upon
exercise of the Warrants pursuant to Section 15; then the Company shall cause to
be given to each of the Holders, at least 20 days prior to the applicable record
date hereinafter specified (or promptly in the case of events for which there is
no  record  date),  a  written notice stating (as applicable) (i) the date as of
which  the  holders  of  record  of shares of Stock entitled to receive any such
rights,  options,  warrants  or  dividends or distribution are to be determined,
(ii)  the  date  on  which  any  such  reclassification,  recapitalization  or
reorganization,  consolidation,  merger,  amalgamation,  share  exchange,  sale,
lease, conveyance, transfer, disposition, dissolution, liquidation or winding up
is  expected  to  become  effective  or  be  consummated,  or  (iii) the initial
expiration  date  set forth in any purchase, tender or exchange offer for shares
of  Stock,  and  the  date  as of which it is expected that holders of record of
shares  of  Stock  or other securities constituting a part of the Warrant Shares
(or securities into which the Warrant Shares may be converted) shall be entitled
to  exchange such shares or securities for securities or other property, if any,
deliverable  upon  such  reclassification,  recapitalization,  reorganization,
consolidation,  merger,  amalgamation,  share exchange, sale, lease, conveyance,
transfer, disposition, dissolution, liquidation or winding up. Nothing contained
in  this  Agreement  or in any of the Warrant Certificates shall be construed as
conferring  upon  the Holders the right to vote or to consent as stockholders in
respect  of the meetings of stockholders or the election of members of the Board
of  Directors  of  the  Company or any other matter, or any rights whatsoever as
stockholders  of  the  Company.

     SECTION  19.      Tag-Along  Rights;  Limitation  on  Put  Rights.

     (a)     If  at  any  time  the  Company  shall  determine to enter into any
transaction  or  series of transactions that would result in a Change of Control
(a  "Change  of  Control  Transaction") (any third party proposing to enter into
such transaction or transactions being hereinafter referred to as a "Prospective
Purchaser"),  the Company and any Prospective Purchaser shall first give written
notice  (the  "Offer  Notice")  to  all  of the Holders, specifying the name and
address  of the Prospective Purchaser and the number of shares, if any, of Stock
proposed  to  be  issued, sold, transferred or otherwise disposed of and setting
forth  in  reasonable detail the price, structure and other terms and conditions
of  the  Change  of  Control  Transaction.  The Offer Notice shall represent the
offer (the "Offer") from the Prospective Purchaser to each of the Holders of the
right to sell to the Prospective Purchaser as a condition to the consummation of
the  proposed  transaction described in the Offer Notice, all Warrant Securities
then owned by each Holder to the Prospective Purchaser and, at the option of the
Holders,  on  the  same  terms  and  conditions  (including  price  and  form of
consideration)  as are being offered by the Prospective Purchaser to the Company
or  at  the  Fair Market Value per Share, determined as of the date of the Offer
Notice,  minus  the Exercise Price (if any).  Each Holder shall have thirty (30)
days  from the date of receipt of the Offer Notice to give written notice of its
intention  to  accept  or  reject  the  Offer.  Failure  to  respond within such
thirty-day  period  shall  be deemed notice of rejection.  In the event that any
Holder  gives written notice to the Company and the Prospective Purchaser of its
intention  to  accept such Offer, then such written notice, taken in conjunction
with  the  Offer Notice, shall constitute a valid and legally binding agreement,
and  each of the Holders so giving such written notice shall be entitled to sell
to  the  Prospective  Purchaser,  contemporaneously with the consummation of the
Change  of  Control  Transaction,  all  of  the  Warrant Securities at the price
specified therefor by such Holder in accordance with this Section 19(a).  In the
event  that  all  of the Holders reject or are deemed to have rejected the offer
represented  by  the  Offer  Notice,  the  Company  shall  be free to proceed to
consummate  such  Change  of Control Transaction on the terms and conditions set
forth  in  the Offer Notice, provided that such sale is not otherwise prohibited
by  any  agreement  between  the  Company  and  the Purchaser.  In the event the
Company  fails  to  complete  the  proposed  sale, transfer or other disposition
within  ninety  (90) days after the Holder or Holders rejected or were deemed to
have rejected the Offer, such transaction or transactions shall again be subject
to  the  provisions of this Section 19(a).  The provisions of this Section 19(a)
shall  apply  until  the termination of this Agreement pursuant to Section 24 to
any  Person  who  acquires in any manner any Warrant Securities from any Holder.

     (b)     The  Company covenants and agrees that, neither the Company nor any
of its  Subsidiaries shall, directly or indirectly, grant to any Person or agree
to or otherwise become obligated in respect of any rights to require the Company
or any of its Subsidiaries to purchase securities of the Company upon the demand
of  any  Person.  The Company represents and warrants that neither it nor any of
its  Subsidiaries  has  previously  entered into any agreement granting any such
rights  to  any  Person.

     SECTION  20.     Notices.  All notices, consents, approvals, agreements and
other  communications  provided hereunder shall be in writing or by telecopy and
shall  be  sufficiently  given  to the Purchaser, the Holders and the Company if
addressed  or  delivered  to  them  at  the  following  addresses:

If  to  the  Purchaser:     ING  Capital
                            135  East  57th  Street
                            New  York,  New  York  10022
                            Attention:  Chief  Credit  Officer
                            Telecopier  No.:  (212)  750-8935

with  copies  to:           ING  Capital  LLC
                            Acquisition  Finance  Group
                            333  South  Grand  Avenue,  Suite  4200
                            Los  Angeles,  California  90071
                            Attention:  Steven  G.  Fleenor
                            Telecopier  No.:  (213)  346-3991

and  a  copy  to:           King  &  Spalding
                            191  Peachtree  Street
                            Atlanta,  Georgia  30303-1763
                            Attention:  Hector  E.  Llorens,  Jr.,  Esq.
                            Telecopier  No.:  (404)  572-5100

     If  to  any  other     At  its  last  known  address  appearing
     Holder:                on the books of the Company maintained for such
                            purpose

If  to  the  Company:       Creative  Host  Services,  Inc.
                            16955  Via  Del  Campo,  Suite  110
                            San  Diego,  California  92127
                            Attention:  Sayed  Ali
                            Telecopier  No.:  (858)  675-7720

or  at  such  other  address  as  any  party may designate to any other party by
written  notice.  All  such  notices  and communications shall be deemed to have
been  duly  given:  (i)  at the time delivered by hand, if personally delivered,
(ii)  when  received,  if  deposited  in  the  mail, postage prepaid, (iii) when
transmission  is  verified, if telecopied, and (iv) on the next Business Day, if
timely  delivered  to  an  air  courier  guaranteeing  overnight  delivery.

     SECTION  21.      Costs  and  Expenses.  The  Company  agrees  to  pay  all
reasonable  out-of-pocket  expenses  of the Purchaser (including reasonable fees
and  expenses  of  counsel  retained  by  the  Purchaser  from  time to time) in
connection  with  (i)  the  negotiation, preparation, execution, and delivery of
this  Agreement and each other Warrant Document, whether or not the transactions
contemplated  hereby  are consummated, and (ii) at the request of the Purchaser,
the  consideration  of legal questions relevant hereto and thereto.  The Company
also  agrees  to  reimburse  the  Purchaser  and each Holder upon demand for all
reasonable  out-of-pocket  expenses  (including  reasonable  attorneys' fees and
expenses)  incurred by the Purchaser or such Holder in enforcing the obligations
of  the  Company  under  this  Agreement  or  any  other  Warrant Document or in
connection with any amendment, waiver, consent, supplement or other modification
to  this  Agreement  or  any  Warrant  Document.

     SECTION  22.  Indemnification.  In  consideration  of  the  transactions
contemplated  by  this  Agreement  and  the other Warrant Documents, the Company
hereby  agrees  to  indemnify, exonerate and hold the Purchaser and each Holder,
each  of  their  respective  successors  and  assigns,  each  of  the respective
officers,  directors,  employees, attorneys and agents of the Purchaser and each
Holder  and  each  of their respective successors and assigns (collectively, the
"Indemnified  Parties")  free and harmless from and against any and all actions,
causes  of  action,  suits,  losses,  costs,  liabilities,  damages and expenses
(irrespective  of  whether  such  Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable attorneys' fees
and  disbursements  (the "Indemnified Liabilities"), incurred by the Indemnified
Parties or any of them or asserted or awarded against the Indemnified Parties or
any  of  them  as  a  result  of,  or  arising  out  of,  or  relating  to:

     (i)     any transaction contemplated by this Agreement or any other Warrant
Document;

     (ii)     the  making of any claim by any investment banking firm, broker or
third  party  that  it is entitled to compensation from any Indemnified Party in
connection  with  this  Agreement;

     (iii) any claim, investigation, litigation, or proceeding made or commenced
by  a  third  party  related  to  this Agreement or any other Warrant Documents,
whether  or  not  the  Indemnified Party or any other Indemnified Party is party
thereto;

     (iv)     the  breach  by  the Company of any representation or warranty set
forth  in  this  Agreement  or  in  any  other  Warrant  Document;  or

     (v)     the  failure  of  the Company to comply with all terms, conditions,
and  covenants  set  forth  in  this Agreement or in any other Warrant Document.

except  for  any  such  Indemnified  Liabilities  arising  for  the account of a
particular  Indemnified  Party  by  reason  of  the relevant Indemnified Party's
negligence  or  willful  misconduct  as  determined by a final and nonappealable
decision  of  a  court of competent jurisdiction.  If and to the extent that the
foregoing  undertaking  may  be unenforceable for any reason, the Company hereby
agrees  to make the maximum contribution to the payment and satisfaction of each
of  the  Indemnified Liabilities which is permissible under applicable law.  The
foregoing  indemnity  shall  become effective immediately upon the execution and
delivery  hereof  and  shall  remain  operative  and  in  full  force and effect
notwithstanding the consummation of the transactions contemplated hereunder, the
issuance  or  exercise  of  the  Warrants  hereunder,  the  termination  of this
Agreement pursuant to Section 24, the invalidity or unenforceability of any term
or  provision  of  this  Agreement  or  any  other  Warrant  Document,  or  any
investigation  made  by  or  on  behalf  of  any  Holder  or  the  Purchaser.

     SECTION  23.     Successors.  All  the  covenants  and  provisions  of this
Agreement  by  or  for the benefit of the Company  or the Holders shall bind and
inure to the benefit of their respective successors and assigns, including those
by  operation  of law, merger, consolidation or as otherwise provided in Section
15(f).

     SECTION  24.  Termination.  Except  as  otherwise  provided  herein,  this
Agreement  shall  terminate  when  (a)  all Warrants have expired unexercised in
accordance  with  their  terms,  and  (b) all obligations of the Company (or any
successor  to  either  of  them)  shall  have  been  satisfied  in  full and all
contingencies  in  respect  thereof  shall  no  longer  exist.

     SECTION  25.  Governing  Law.  THIS  AGREEMENT  AND  THE  WARRANTS SHALL BE
GOVERNED  BY THOSE PROVISIONS OF THE CORPORATE CODE OF THE JURISDICTION IN WHICH
THE  COMPANY IS INCORPORATED AND ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF THE
JURISDICTION  IN  WHICH  THE  COMPANY  IS  INCORPORATED  WHICH  ARE  NECESSARILY
APPLICABLE  TO  SECURITIES  ISSUED  BY  A  CORPORATION  INCORPORATED  IN  SUCH
JURISDICTION  AND OTHERWISE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS
OF  THE  STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH  THE  INTERNAL  LAWS  OF  SAID  STATE.

     SECTION  26. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any Person other than the Company and the Holders any legal
or  equitable  right,  remedy  or claim under this Agreement; but this Agreement
shall  be  for  the  sole  and exclusive benefit of the Company and the Holders.

     SECTION  27.  Counterparts. This Agreement may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an
original,  and  all such counterparts shall together constitute one and the same
instrument.

     SECTION  28.  Amendments;  Waiver.  No  provision  of this Agreement may be
amended  or waived except by an instrument in writing signed by the party sought
to  be  bound;  provided, however, that any amendment requested or waiver sought
from  the  Holders  of  any  provision  of  this Agreement which affects Holders
generally  may be given by the Required Holders and any waiver so given shall be
binding on all Holders; provided further, that the provisions of Section 11 with
respect to the type of securities for which the Warrants are exercisable may not
be  changed  without  the consent of each Holder affected thereby. No failure or
delay  by any party in exercising any right or remedy hereunder shall operate as
a  waiver  thereof,  nor  shall  a waiver of a particular right or remedy on one
occasion be deemed a waiver of any other right or remedy or a waiver of the same
right  or  remedy  on  any  subsequent  occasion.

     SECTION  29.  Waiver  of  Jury  Trial.  THE  PURCHASER, EACH HOLDER AND THE
COMPANY  HEREBY  KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY  HAVE  TO  A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ON THE
WARRANTS  OR  ON ANY OF THE OTHER WARRANT DOCUMENTS, OR ARISING OUT OF, UNDER OR
IN  CONNECTION  WITH,  THIS  AGREEMENT, THE WARRANTS OR ANY OF THE OTHER WARRANT
DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR  WRITTEN)  OR  ACTIONS  OF  THE  PURCHASER,  ANY  HOLDER OR THE COMPANY. THIS
PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR  THE  PURCHASER'S ENTERING INTO THIS
AGREEMENT.

     SECTION  30.  Jurisdiction. The Company hereby agrees that any legal action
or  proceeding against it with respect to this Agreement, the Warrants or any of
the  other  Warrant  Documents  may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York as
any  Holder  may  elect,  and, by execution and delivery hereof, it consents for
itself  and  in  respect  of its property, generally and unconditionally, to and
accepts  the  jurisdiction  of  the  aforesaid  courts  and  agrees  that  such
jurisdiction  shall  be  exclusive,  unless  waived  by  the Required Holders in
writing,  with  respect  to  any action or proceeding brought by it against such
Holders.  The  Company  hereby  irrevocably designates, appoints and empowers CT
Corporation  System,  whose  present address is 111 Eighth Avenue, New York, New
York  10011,  as  its authorized agent to receive, for and on its behalf and its
property,  service  of  process  in the State of New York when and as such legal
actions  or proceedings may be brought in the courts of the State of New York or
of the United States of America sitting in New York, and such service of process
shall be deemed complete upon the date of delivery thereof to such agent whether
or  not  such agent gives notice thereof to the Company, or upon the earliest of
any  other  date  permitted  by  applicable  law.  The Company shall furnish the
consent  of  CT  Corporation  System  so  to act to the Agent on or prior to the
Closing  Date. It is understood that a copy of said process served on such agent
will  as  soon  as  practicable  be forwarded to the Company, at its address set
forth  below,  but  its failure to receive such copy shall not affect in any way
the  service  of  said  process  on  said agent as the agent of the Company. The
Company  irrevocably  consents  to  the  service  of  process  out of any of the
aforementioned  courts  in  any  such action or proceeding by the mailing of the
copies  thereof by certified mail, return receipt requested, postage prepaid, to
it  at  its  address set forth herein, such service to become effective upon the
earlier of (i) the date 10 calendar days after such mailing and (ii) any earlier
date  permitted  by  applicable law. The Company agrees that Sections 5-1401 and
5-1402  of  the  General Obligations Law of the State of New York shall apply to
this  Agreement  and each of the other Warrant Documents and waives any right to
stay  or  to  dismiss any action or proceeding brought before said courts on the
basis  of  forum  non  conveniens.  Nothing herein shall affect the right of any
Holder  to  bring  proceedings  against  the  Company in the courts of any other
jurisdiction  or  to  serve  process in any other manner permitted by applicable
law.

     SECTION  31.     Specific  Performance.  The  Company  recognizes  that the
rights  of  the Holders under this Agreement and the other Warrant Documents are
unique  and,  accordingly, the Holders shall, in addition to such other remedies
as  may  be  available  to  any  of  them at law or in equity, have the right to
enforce  their  rights hereunder and thereunder by actions for injunctive relief
and  specific  performance  to  the extent permitted by law.  The Company agrees
that  monetary  damages would not be adequate compensation for any loss incurred
by  reason  of  a breach by it of the provisions of this Agreement or any of the
other  Warrant  Documents  and hereby agrees to waive in any action for specific
performance  the defense that a remedy at law would be adequate.  This Agreement
is  not  intended  to limit or abridge any rights of the Holders which may exist
apart  from  this  Agreement.

     SECTION  32.  Confidentiality.  The  Holders  shall  hold  all  non-public,
proprietary  or  confidential  information (which has been identified as such by
the  Company)  obtained  pursuant  to  the  requirements  of  this  Agreement in
accordance with their customary procedures for handling confidential information
of  this  nature; provided, however, that each Holder may make disclosure of any
such  information  to  its  examiners,  Affiliates,  outside  auditors, counsel,
consultants,  appraisers and other professional advisors in connection with this
Agreement  or  as  reasonably  required by any proposed transferee in connection
with  the  contemplated  transfer  of  any  Warrant  Securities (but only if the
proposed  transferee  agrees  to be bound by the terms of this Section 32) or as
required  or requested by an Governmental Authority or representative thereof or
in  connection  with  the enforcement hereof or of any other Warrant Document or
pursuant to legal process. In no event shall any Holder be obligated or required
to  return  any  materials  furnished  to  it  by  the  Company.

     SECTION 33. Entire Agreement. The parties hereto agree that this Agreement,
the  Registration  Rights Agreement and the Loan Documents constitute the entire
agreement  among  the  parties  with  respect  to  the subject matter hereof and
supersedes  all  prior  agreements  and  understandings  between them as to such
subject matter; and there are no restrictions, agreements, arrangements, oral or
written, between any or all of the parties relating to the subject matter hereof
which  are  not  fully  expressed  or  referred  to  herein  or  therein.

     SECTION  34. Severability. If any provision of this Agreement shall be held
or  deemed  to be, or shall in fact be, invalid, inoperative or unenforceable as
applied  to  any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflict of any provision with any
constitution,  statute,  rule  or  public  policy, or for any other reason, such
circumstances shall not have the effect of rendering the provision or provisions
in  question, invalid, inoperative or unenforceable in any other jurisdiction or
in  any  other  case  or  circumstance  or  of  rendering any other provision or
provisions  herein contained invalid, inoperative or unenforceable to the extent
that  such  other  provisions  are not themselves actually in conflict with such
constitution,  statute,  rule  or  public  policy,  but  this Agreement shall be
reformed  and  construed  in  any  such jurisdiction or case as if such invalid,
inoperative  or unenforceable provision had never been contained herein and such
provision  reformed  so that it would be valid, operative and enforceable to the
maximum  extent  permitted  in  such  jurisdiction  or  in  such  case.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by  their  respective  officers thereunto duly authorized as of the day and year
first  above  written.


CREATIVE  HOST  SERVICES,  INC.


By:  /S/ Sayed Ali
     -------------
     Name:   Sayed Ali
     Title:  President


<PAGE>

ING  Capital  LLC


By:  /s/ Steven G. Fleenor
     ---------------------
    Steven  G.  Fleenor
    Managing  Director





<PAGE>


                                    EXHIBIT A
                                    ---------


                           FORM OF WARRANT CERTIFICATE
                           ---------------------------


THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR ANY STATE SECURITIES LAWS.  SAID
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN  EXEMPTION,  OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS
TO  AN  EXEMPTION,  FROM  THE  REGISTRATION  PROVISIONS  OF  SAID  ACT  OR LAWS.

THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A
WARRANT  PURCHASE AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN CREATIVE HOST
SERVICES,  INC.  (THE  "COMPANY")  AND  ING  CAPTIAL LLC (THE "PURCHASER") AND A
REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN THE COMPANY
AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE
COMPANY.  ANY  SALE  OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE
IS  SUBJECT  TO  THE  TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH
SECURITIES  IN  VIOLATION  OF  SAID  AGREEMENTS  SHALL  BE  INVALID.

Certificate  No.  __     _______  Warrants

                               Warrant Certificate

                          CREATIVE HOST SERVICES, INC.

     This  Warrant Certificate certifies that _________________________________,
or  registered  assigns, is the registered holder of the number of Warrants (the
"Warrants") set forth above to purchase shares of common stock, no par value per
share  (the  "Common  Stock"),  of  CREATIVE  HOST  SERVICES, INC., a California
corporation  (the "Company").  Each Warrant entitles the holder upon exercise to
receive  from the Company one fully paid and nonassessable share of Common Stock
(a  "Warrant  Share")  at  the  initial exercise price (the "Exercise Price") of
$_____,  payable in lawful money of the United States of America, upon surrender
of this Warrant Certificate and payment of the Exercise Price, if applicable, at
the office of the Company designated for such purpose, subject to the conditions
set  forth  herein  and in the Warrant Agreement referenced below.  The Exercise
Price  and  number  and  type  of  Warrant  Shares issuable upon exercise of the
Warrants are subject to adjustment before and after issue upon the occurrence of
certain  events,  as  set  forth  in  the  Warrant Agreement.  Each Warrant also
entitles  the  holder  to convert such Warrant into the number of Warrant Shares
determined  in  accordance  with  Section  11(b)  of  the  Warrant  Agreement.

     The  Warrants  evidenced  by  this  Warrant  Certificate are part of a duly
authorized  issue  of  Warrants,  and  are  issued or to be issued pursuant to a
Warrant  Purchase  Agreement  dated  as  of  January  17,  2003  (the  "Warrant
Agreement"),  duly  executed  and  delivered  by the Company and ING Capital LLC
("ING"), which Warrant Agreement is hereby incorporated by reference in and made
a  part  of  this  instrument and is hereby referred to for a description of the
rights,  obligations  and duties hereunder of the Company and the holders of the
Warrants  (the  words  "holders"  or  "holder" meaning the registered holders or
registered  holder).  A  copy  of  the  Warrant Agreement may be obtained by the
holder  hereof  upon  written  request  to  the  Company.

     The  holder  of Warrants evidenced by this Warrant Certificate may exercise
such  Warrants  under  and  pursuant  to the terms and conditions of the Warrant
Agreement by surrendering this Warrant Certificate, with the form of election to
purchase  attached  hereto  (and  by this reference made a part hereof) properly
completed  and  executed, together with payment of the Exercise Price in cash at
the  office  of  the Company designated for such purpose.  In the event that any
exercise of Warrants evidenced hereby shall be for less than the total number of
Warrants  evidenced  hereby,  there shall be issued by the Company to the holder
hereof or such holder's registered assignee a new Warrant Certificate evidencing
the  number  of  Warrants  not  exercised.

     The  Warrant  Agreement provides that upon the occurrence of certain events
the  Exercise  Price  set  forth  on  the  face  hereof  may, subject to certain
conditions,  be  adjusted.  If  the  Exercise  Price  is  adjusted,  the Warrant
Agreement provides that the number of shares of Warrant Shares issuable upon the
exercise  of  each  Warrant  shall be adjusted.  No fractional shares of Warrant
Shares will be issued upon the exercise of any Warrant, but the Company will pay
the  cash  value  thereof  determined  as  provided  in  the  Warrant Agreement.

     The  holders of the Warrants are entitled to certain registration rights as
set forth in a Registration Rights Agreement dated as of January 17, 2003, among
the  Company  and  ING  (the "Registration Rights Agreement").  By acceptance of
this Warrant  Certificate, the holder hereof agrees that upon exercise of any or
all  of  the  Warrants  evidenced  hereby,  such  holder  will  be  bound by the
Registration  Rights Agreement.  A copy of the Registration Rights Agreement may
be  obtained  by  the  holder  hereof  upon  written  request  to  the  Company.

     Warrant  Certificates, when surrendered at the office of the Company by the
registered  holder thereof in person or by legal representative or attorney duly
authorized  in  writing,  may  be  exchanged,  in  the manner and subject to the
limitations  provided  in the Warrant Agreement, for another Warrant Certificate
or  Warrant Certificates of like tenor evidencing in the aggregate a like number
of  Warrants.

     The  Company  may  deem  and  treat the registered holder(s) thereof as the
absolute  owner(s)  of this Warrant Certificate (notwithstanding any notation of
ownership  or other writing made hereon) for the purpose of any exercise hereof,
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.  Neither the
Warrants  nor  this Warrant Certificate entitles any holder hereof to any rights
of  a  stockholder  of  the  Company.

<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this Warrant Certificate to be
signed  by  its  duly authorized officer and has caused its corporate seal to be
affixed  hereunto  or  imprinted  hereon.


Dated:  January  17,  2003               CREATIVE  HOST  SERVICES,  INC.


     By:  ____________________________________
            Name:
       Title:

     [CORPORATE  SEAL]

<PAGE>
                          FORM OF ELECTION TO PURCHASE

                    [To Be Executed Upon Exercise of Warrant]

The  undersigned  holder  hereby  represents  that such holder is the registered
holder  of  this  Warrant Certificate, and hereby irrevocably elects to exercise
the  right,  represented  by  this  Warrant Certificate, to receive ____________
shares of Common Stock, no par value per share (the "Common Stock"), of CREATIVE
HOST SERVICES, INC. (the "Company") and herewith tenders payment for such shares
to the order of the Company in the amount of $___________ in accordance with the
terms  hereof.  The  undersigned  requests that a certificate for such shares be
registered  in  the name of the undersigned or such holder's nominee hereinafter
set  forth, and further that such certificate be delivered to the undersigned at
the  address  hereinafter  set  forth  or  to  such other person or entity as is
hereinafter  set forth.  If said number of shares is less than all of the shares
of  Common  Stock  purchasable  hereunder,  the  undersigned requests that a new
Warrant  Certificate  representing  the  remaining  balance  of  such  shares be
registered  in  the name of the undersigned or such holder's nominee hereinafter
set  forth,  and  further  that  such  Warrant  Certificate  be delivered to the
undersigned  at  the  address  hereinafter  set forth or to such other person or
entity  as  is  hereinafter  set  forth.

                    Certificate to be registered as follows:
                    ----------------------------------------

Name:     _______________________________________

Address:     _______________________________________
     _______________________________________
     _______________________________________

                     Certificate to be delivered as follows:
                     ---------------------------------------

Name:     _______________________________________

Address:     _______________________________________
     _______________________________________
     _______________________________________


Date:____________________

     _______________________________________
(Signature  must  conform in all respects to the name of the holder as specified
on  the  face  of  the  Warrant  Certificate, unless Form of Assignment has been
executed)

<PAGE>
                           FORM OF ELECTION TO CONVERT

                   [To be Executed Upon Conversion of Warrant]

The  undersigned  holder  hereby  represents  that such holder is the registered
holder  of  this  Warrant Certificate, and hereby irrevocably elects to exercise
the  right,  represented  by  this  Warrant Certificate, to convert the Warrants
evidenced  by this Warrant Certificate into ____________ shares of Common Stock,
no par value per share (the "Common Stock"), of CREATIVE HOST SERVICES, INC(the
"Company").  The  undersigned  requests  that  a  certificate for such shares be
registered  in  the name of the undersigned or such holder's nominee hereinafter
set  forth, and further that such certificate be delivered to the undersigned at
the  address  hereinafter  set  forth  or  to  such other person or entity as is
hereinafter  set forth.  If said number of shares is less than all of the shares
of  Common  Stock  convertible  hereunder,  the  undersigned requests that a new
Warrant  Certificate  representing  the  remaining  balance  of  such  shares be
registered  in  the name of the undersigned or such holder's nominee hereinafter
set  forth,  and  further  that  such  Warrant  Certificate  be delivered to the
undersigned  at  the  address  hereinafter  set forth or to such other person or
entity  as  is  hereinafter  set  forth.

                    Certificate to be registered as follows:
                    ----------------------------------------

Name:     _______________________________________

Address:     _______________________________________
     _______________________________________
     _______________________________________

                     Certificate to be delivered as follows:
                     ---------------------------------------

Name:     _______________________________________

Address:     _______________________________________
     _______________________________________
     _______________________________________


Date:____________________

     _______________________________________
(Signature  must  conform in all respects to the name of the holder as specified
on  the  face  of  the  Warrant  Certificate, unless Form of Assignment has been
executed)

<PAGE>
                               FORM OF ASSIGNMENT

                    [To be executed upon Transfer of Warrant]


FOR  VALUE  RECEIVED,  the undersigned registered holder of the enclosed Warrant
Certificate  hereby  sells,  assigns  and  transfers  unto
_______________________________________  the  right  represented by such Warrant
Certificate  to  purchase  _____________ shares of Common Stock of CREATIVE HOST
SERVICES,  INC.  to  which  such  Warrant  Certificate  relates,  and  appoints
_________________________________________________ Attorney to make such transfer
on  the  books of CREATIVE HOST SERVICES, INC. maintained for such purpose, with
full  power  of  substitution  in  the  premises.



Date:___________________

     _______________________________________
(Signature  must  conform  in all respects to name of holder as specified on the
face  of  the  Warrant  Certificate)



_____________________________________
(Street  Address)


_____________________________________
(City)           (State)         (Zip  Code)

<PAGE>

                                    EXHIBIT B
                                    ---------

                         HOLDERS OF THE COMPANY'S STOCK
                         ------------------------------


NAME  AND  ADDRESS  OF                 AMOUNT  AND  NATURE           PERCENT OF
BENEFICIAL  OWNER(1)                OF  BENEFICIAL  OWNER(2)         CLASS  (3)
-------------------                ----------------------            ----------
John  Stewart  Jackson,  IV                2,803,898(4)                 34.4%
c/o  Jackson  Burglar  Alarm
100  East  20th  Avenue
Denver,  CO  80205-3102

OFFICERS  AND  DIRECTORS:
Sayed  Ali                                 1,045,000(5)                 12.9%
John  P.  Donohue                             90,000(6)                  1.1%
Booker  T.  Graves                            77,800(7)                  1.0%
Charles  B.  Radloff                          35,000(8)                  0.4%
Tasneem  Vakharia                             80,000(9)                  1.0%
Louis  Coccoli,  Jr.                          59,944(10)                 0.7%

ALL  OFFICERS  AND  DIRECTORS              1,387,744                    16.5%
  AS  A  GROUP  (6  PERSONS)