Exhibit 4.2

The Securities represented hereby have been acquired for investment, have not
been registered under the Securities Act of 1933 or state securities laws, and
may not be sold, exchanged or transferred in any manner, except in compliance
with applicable law and Section 4 hereof

Warrant Certificate No. ________                    Warrants for ________ Shares

Original Issue Date: ___________                  Purchase Price $____ Per Share


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                               NOBLE ROMAN'S, INC.



<PAGE>

TABLE OF CONTENTS

                                                                           Page

1.  The Warrants.............................................................1

2.  Exercise ................................................................1
    2.1 Partial Exercise ....................................................2
    2.2 Net Issue Exercise ..................................................2

3.  Payment of Taxes ........................................................3

4.  Transfer and Exchange ...................................................4
    4.1 Exchanges ...........................................................4

5.  Adjustments .............................................................4
    5.1  Adjustments for Additional Issue or Sale of Common Stock ...........4
    5.2  Reorganization, Consolidation, Merger ..............................9
    5.3  No Dilution or Impairment .........................................10
    5.4  Certificate as to Adjustments .....................................10
    5.5  Notices of Record Date ............................................10

6.  Loss or Mutilation .....................................................11

7.  Reservation of Common Stock ............................................11

8.  Registration . .........................................................11
          8.1     Authorized Transfers .....................................12
          8.2     Demand Registration ......................................12
          8.3     Optional Registration ....................................13
          8.4     Other Registrations ......................................13
          8.5     Exchange Listing .........................................13
          8.6     Registration Obligations .................................14
          8.7     Expenses .................................................14
          8.8     Indemnity to Holders .....................................14
          8.9     Indemnity to Company .....................................14
          8.10    Termination of Reparation Obligations ....................15
          8.11    No Warrant Registration ..................................15
          8.12    Rule 144 Information .....................................15

9.  Information ............................................................15

10. Notices ................................................................15

11. Change, Waiver .........................................................16

12. Headings ...............................................................16

13. Law  Governing ........................................................ 16


<PAGE>

The Securities represented hereby have been acquired for investment, have not
been registered under the Securities Act of 1993 or state securities laws, and
may not be sold, exchanged or transferred in any manner in compliance with
applicable law and Section 4 hereof.

Warrant Certificate No. ________                    Warrants for ________ Shares

Original Issue Date: ___________                  Purchase Price $____ Per Share


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                               NOBLE ROMAN'S, INC.

     This certifies that ___________________________, or permitted assigns under
Section 4, is entitled, subject to the terms set forth below, at any time from
and after the Original Issue Date set forth above until 5:00 P.M., Eastern time,
on the ____ day of __________________________, 20__, to purchase from NOBLE
ROMAN'S, INC., (the "Company"), and Indiana corporation, up to fully paid and
non-assessable shares of the Company's Common Stock upon surrender hereof, at
the principal office of the Company, with the subscription form annexed hereto
duly executed, and simultaneous payment therefore, at the purchase price per
share of $______ as such price may be adjusted pursuant to this warrant (the
"Purchase Price"). The number and character of such shares of Common Stock are
subject to adjustment as provided below, and the term "Common Stock" shall mean,
unless the context otherwise requires, the stock and other securities and
property at the time receivable upon the exercise of this Warrant.

     1. The Warrants. The term "Warrants" as used herein shall include all
Warrants issued pursuant hereto and also any warrants delivered in substitution
or exchange therefore as provided herein. This Warrant does not entitle the
holder to any rights as a stockholder of the Company.

     2. Exercise. Subject to compliance with the provisions of Section 8 below,
this Warrant may be exercised, during the period of exercise specified above, at
any time or from time to time, on any business day, for the full number of
shares of Common Stock called for hereby, by surrendering it at the principal
office of the Company, One Virginia Avenue, Suite 800, Indianapolis, Indiana
46204 with the subscription form fully executed, together with payment in cash
or immediately available funds of the sum obtained by multiplying (a) the number
of shares of Common Stock called for on the face of this Warrant (without giving
effect to any adjustment therein) by (b) the Purchase Price (without giving
effect of any adjustment therein).

     All or any part of such payment may be made by the surrender by such holder
to the Company, at the aforesaid office of any instrument evidencing
indebtedness of the Company, which at the date of issue thereof had a maturity
of one year or more. All indebtedness so surrendered shall be credited against
such purchase price in an amount equal to the outstanding principal amount
thereof plus accrued interest to the date of surrender.


<PAGE>

                                      -2-

     The exercise price may also be paid by surrendering the right to a number
of shares issuable upon exercise of the Warrant that have a fair market value
equal to or greater than the required exercise price. The fair market value
shall be the last reported sale price of the Common Stock on the prior business
day or, in case no such reported sales take place on such day, the average of
the last reported bid and asked price of the Common Stock on such day, in either
case on the principal national securities exchange on which the Common Stock is
admitted to trading or listed, or if not so admitted or listed, the average of
the closing bid and asked price of the Common Stock as reported by NASDAQ or if
not so available as reasonably determined by the Board of Directors of the
Company.

     If the Warrant is exercised at a time when the Common Stock issuable upon
such exercise has not been registered under the Securities Act of 1933 and
applicable state securities laws, the Common Stock issued upon such exercise
shall contain a legend to that effect and shall refer to Section 8 of this
Agreement.

         A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date of its surrender for exercise as provided
above, and the person entitled to receive the shares of Common Stock issuable
upon such exercise shall be treated for all purposes as the holder of such
shares of record as of the close of business on such date. As soon as
practicable on or after such date, but in any event within ten (10) business
days thereafter, the Company shall issue and deliver to the person or persons
entitled to receive the same certificate or certificates for the number of full
shares of Common Stock issuable upon such exercise, together with cash, in lieu
of any fraction of a share, equal to such fraction of the then current market
value of one full share.

     2.1 Partial Exercise. This Warrant may be exercised for less than the full
number of shares of Common Stock at any time called for hereby from time to time
in the manner set forth in Section 2. Upon any partial exercise, the number of
shares receivable upon the exercise of this Warrant as a whole, add the sum
payable upon the exercise of this Warrant as a whole, shall be proportionately
reduced. Upon such partial exercise, this Warrant shall be surrendered and a new
Warrant of the same tenor and for the purchase of the number of such shares not
purchased upon such exercise shall be issued by the Company to the registered
holder hereof.

     2.2 Net Issue Exercise. Notwithstanding any provisions herein to the
contrary, if the Market Price (as defined below) for one share of Common Stock
is greater than the Purchase Price (on the date of exercise of all or a part of
this Warrant), in lieu of exercising this Warrant for cask the Holder may, elect
to receive Common Stock equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company, together with the form of Election to Exercise
attached hereto fully executed, in which event the Company shall issue to the
Holder that number of Shares of Common Stock computed using the following
formula:

         X =   Y x (A-B) / A

         Where Y =  the aggregate number of Shares of Common Stock purchasable
                    under this Warrant or, if only a portion of this Warrant is
                    being exercised, the number


<PAGE>

                                     - 3 -

                    of Shares of Common Stock for which this Warrant is being
                    exercised (at the date of such calculation)

                    A = Market Price of one Share of Common Stock (at the date
                    of such calculation)

                    B = Purchase Price (as adjusted to the date of such
                    calculation).

     "Market Price" shall mean, if the Common Stock is traded on a national
securities exchange, the NASDAQ National Market System or the over-the-counter
market, the last reported sale price on the business date prior to valuation of
the Common Stock on the NASDAQ National Market System or if no sale took place
the average of the bid and asked prices on the over-the-counter market on such
date. If the Common Stock is not so traded, "Market Price" shall be the value of
one share of Common Stock as reasonably determined by the board of directors of
the Company-, provided, however, that if Holder objects to such determination by
the Board of Directors, then such value shall be determined by appraisal by an
independent investment banking firm selected by the Company and acceptable to
the Holder, provided, further, that if the Holder and the Company cannot agree
on such investment banking firm, such appraised value shall be determined by
averaging the appraised values calculated by (a) an independent investment
banking firm selected by the Company; (b) an independent investment banking firm
selected by the Holder-, and (c) an independent investment banking firm selected
by the investment banking firm's selected by the Company and the Holder. Each
such appraisal shall be at the Company's expense if the ultimate price per share
is determined to be 25% or more greater than the price per share determined by
the Board of Directors and in all other cases at the Holder's expense.

     3. Payment of Taxes. All shares of Common Stock issued upon the exercise of
a Warrant shall be validly issued, fully paid and non-assessable and free of
claims of pre-emptive rights, and the Company shall pay all issuance taxes and
similar governmental charges that may be imposed in respect of the issue or
delivery thereof, but in no event shall the Company pay a tax on or measured by
the net income or gain attributable to such exercise. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer of a Warrant or any transfer involved in the issue of any certificate
for shares of Common Stock in any name other than that of the registered holder
of the Warrant surrendered in connection with the purchase of such shares, and
in such case the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company's satisfaction that no tax or other charge is due.

     4. Transfer and Exchange. This Warrant shall be transferable in whole or in
part only to "accredited investors" or "qualified institutional buyers" in each
case as defined in the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, except the holder hereof represents that it
is acquiring the Warrants for its own account and for the purpose of investment
and not with a view to any distribution or resale thereof within the meaning of
the Securities Act of 1933. The holder further agrees that it will not sell,
assign or transfer any of the Warrants so acquired in violation of the
Securities Act of 1933 or any applicable state securities law and that no such
transfer will be made until the Company shall have received from counsel for the


<PAGE>

                                      -4-

holder reasonably satisfactory to the Company an opinion to the effect that the
proposed sale or other transfer of the Warrants by the holder may be effected
without such violation. The holder acknowledges that, in taking unregistered
Warrants, it must continue to bear the economic risk of its investment for an
indefinite period of time because of the fact that such Warrants have not so
been registered and further realizes that such Warrants cannot be sold unless
they are subsequently registered under the Securities Act of 1933 and applicable
state securities laws or an exception from such registration requirements is
available. The holder also acknowledges that the Company is not obligated to and
does not intend to register the Warrants and that appropriate legends reflecting
the status of the Warrants under securities laws may be placed on the face of
the Warrant certificates both at the time of their original issue and any
transfer and delivery to the holder hereof. The transfer of shares issuable upon
exercise of this Warrant is governed by Section 8 hereof.

     4.1 Exchanges. This Warrant is exchangeable at the principal office of the
Company for Warrants for the same aggregate number of shares of Common Stock,
each new Warrant to represent the right to purchase such number of shares as the
holder shall designate at the time of such exchange.

     5. Adjustments.

     5.1 Adjustments for Additional Issue or Sale of Common Stock. In case at
any time or from time to time on or after the Original Issue Date, the Company
shall issue or sell shares of its Common Stock (other than those excepted by
Section 5.1.7) for a consideration per share less than the Market Price, then
and in each such case the holder of this Warrant, upon the exercise hereof as
provided in Section 2, shall be entitled to receive, in lieu of the shares of
Common Stock theretofore receivable upon the exercise of this Warrant a number
of shares of Common Stock determined by (a) dividing the Purchase Price by an
Adjusted Purchase Price to be computed as provided below in this Section 5.1,
and (b) multiplying the resulting quotient by the number of shares of Common
Stock called for on the face of this Warrant. Such Adjusted Purchase Price shall
be computed (to the nearest cent, a half cent or more being considered a full
cent) by dividing:

          (i) the sum of (x) the result obtained by multiplying the number of
     shares of Common Stock of the Company outstanding immediately prior to such
     issue or sale by the Purchase Price (or, if an Adjusted Purchase Price
     shall be in effect by reason of a previous adjustment under this Section
     5.1, by such Adjusted Purchase Price), and (y) the consideration, if any,
     received by the Company upon such issue or sale; by

          (ii) the number of shares of Common Stock of the Company outstanding
     immediately after such issue or sale.

No adjustment of the Purchase Price, or Adjusted Purchase Price if in effect,
however, shaft be made in an amount less than $.01 per share, but any such
lesser adjustment shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which together with any adjustments
as so carried forward shall amount to $.01 per share or more. For the purpose of
this Section 5.1, the following Sections 5.1.1 to 5.1.7 shall be applicable;



<PAGE>

                                      -5-

     5.1.1 (a) Dividends in Common Stock or Convertible Securities. In case at
any time on or after the Original Issue Date, the Company shall declare any
dividend or order any other distribution, upon any stock of the Company of any
class payable in Common Stock, or In any stock or other securities directly or
indirectly convertible into or exchangeable for Common Stock (any such stock or
other securities being hereinafter called "Convertible Securities"), such
declaration or distribution shall be deemed to be an issue and sale (as of the
record date), without consideration, of such Common Stock or the Common Stock
covered by such Convertible Securities, as the case may be.

     (b) Dividends in Other Stock, Securities or Property. In case at any time
on or after the Original Issue Date, the Company shall declare any dividend or
order any other distribution; upon any class of stock of the Company payable in
stock of the Company of a different class (other than Common Stock or
Convertible Securities covered by Section 5.1.1 (a)), other securities of the
Company or other property of the Company (other than cash), such declaration or
distribution shad be deemed an issue and sale, without consideration, of shares
of Common Stock in an amount determined as follows:

          (i) the value of such distributed stock, securities, or property shall
     be determined in good faith by the Board of Directors of the Company as of
     the record date of the dividend or distribution;

          (ii) the value of a share of the Common Stock shall be determined in
     good faith by the Board of Directors of the Company as of the record date
     of the aforesaid dividend or distribution;

          (iii) the amount determined under clause (i) shall be divided by the
     amount determined under clause (ii) and the quotient to the next higher
     full number shall be deemed the number of shares of Common Stock of the
     Company issued, without consideration, by reason of said dividend or
     distribution.

     Provided, however, that in the event of a distribution to shareholders of
stock of a subsidiary or securities convertible into or exercisable for such
stock, the holder of this Warrant, upon the exercise hereof as provided in
Section 2, at any time after such distribution, shall be entitled to receive the
stock or other securities to which such holder would have been entitled if such
holder had exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided in Section 5.1, and no Common Stock shall have
been deemed to have been issued.

     (c) Dividends in Cash Out of Capital or Surplus. In case at any time on or
after the Original Issue Date, the Company shall declare any dividend of order
any other distribution upon any stock of the Company, in cash paid or payable
out of stated capital or paid-in surplus or surplus created as a result of a
re-evaluation of property (determined in each case on a consolidated basis) then
to the extent that the amount so paid or payable shall exceed the earned surplus
on a consolidated basis, such excess shall be deemed an issue and



<PAGE>

                                      -6-

sale (as of the record date), without consideration, of shares of Common Stock
in an amount determined as follows:

          (i) the value of a share of Common Stock, as of the record date, shall
     be determined in good faith by the Board of Directors of the Company;

          (ii) amount of said excess shall be divided by the value determined
     under clause (i) and the quotient so determined to the next higher whole
     number shall be deemed the number of shares of Common Stock issued and sold
     without consideration.

     (d) Reclassification. in case at any time on or after the Original Issue
Date, the Company shall order any distribution of any stock of the Company
(including Common Stock) or other securities of the Company (including
Convertible Securities) or property (including cash) by way of stock split,
spin-off, split-up, reclassification, reverse stock split, combination of shares
or similar corporate rearrangement, such distribution shall be deemed an issue
and sale, without consideration, of shares of Common Stock as follows:

          (i) in the case of a distribution in shares of the Common Stock in the
     amount of said distribution;

          (ii) in the case of a distribution of Convertible Securities as
     provided in Section 5.1.2;

          (iii) in the case of a distribution of other stock, securities or
     property (including cash) as provided in Section 5.1.1(b) (for this
     purpose treating cash as other property).

     5.1.2 Issuance or Sale of Convertible Securities. In case at any time on or
after the Original Issue Due, the Company shall issue or sell any Convertible
Securities, there shall be determined the price per share for which Common Stock
is issuable upon the conversion or exchange thereof, such determination to be
made by dividing (a) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof, by (b) the maximum number of
shares of Common Stock of the Company issuable upon conversion or exchange of
all of such Convertible Securities, and such issue or We shall be deemed to be
an issue or sale for cash (as of the date of issue or sale of such Convertible
Securities) of such maximum number of shares of Common Stock at the price per
share so determined.

     If such Convertible Securities shall by their terms provide for an increase
or increases, with the passage of time, in the amount of additional
consideration, if any, payable to the Company, or in the rate of exchange, upon
the conversion or exchange thereof, the Adjusted Purchase Price shall, forthwith
upon any such increase becoming effective, be readjusted (but to no greater
extent than originally adjusted) to reflect the same.



<PAGE>

                                       -7-

     If any rights of conversion or exchange evidenced by such Convertible
Securities shall expire without having been exercised, the Adjusted Purchase
Price shall forthwith be readjusted to be the Adjusted Purchase Price which
would have been in effect had an adjustment been made on the basis that the only
shares of Common Stock actually issued or sold were those issued upon the
conversion or exchange of such Convertible Securities and that they were issued
or sold for the consideration actually received by the Company upon such
conversion or exchange, plus the consideration, if any, actually received by the
Company for the issue or sale of each of the Convertible Securities as were
actually converted or exchanged.

     5.1.3 Grant of Rights, Warrants or Options for Common Stock. In case at any
time on or after the Original Issue Date, the Company shall grant any rights,
warrants or options to subscribe for, purchase or otherwise acquire Common Stock
(other than those excepted by Section 5.1.7), there shall be determined the
minimum price per share for which Common Stock is issuable upon the exercise of
such rights, warrant or options, such determination to be made by dividing (a)
the total amount, if any, received or receivable by the Company as consideration
for the granting of such rights, warrants or options, plus the minimum aggregate
amount of additional consideration payable to the Company upon the exercise of
such rights, warrants or options, by (b) the maximum number of shares of Common
Stock of the Company issuable upon the exercise of such rights, warrant or
options; and such grant shall be deemed to be an issue or sale for cash (as of
the date of the granting of such rights, warrants or options) of such maximum
number of shares of Common Stock at the price per share so determined.

     If such rights, warrants or options shall by their terms provide for an
increase or increases. with the passage of time, in the amount of additional
consideration payable to the Company upon the exercise thereof, the Adjusted
Purchase Price shall, forthwith upon any such increase becoming effective, be
readjusted (but to no greater extent than originally adjusted) to reflect the
same.

     If any such rights, warrants or options shall expire without having been
exercised, the Adjusted Purchase Price shall forthwith be readjusted to the
Adjusted Purchase Price which would have been in effect had an adjustment been
made on the basis that the only shares of Common Stock so issued or sold were
those actually issued or sold upon the exercise of such rights, warrants or
options and that they were issued or sold for the consideration actually
received by the Company upon such exercise, plus the consideration, if any,
actually received by the Company for the granting of all such rights, warrants
or options.

     5.1.4 Determination of Consideration. Upon any issuance or sale for a
consideration other than cash, or a consideration pan of which is other than
cash, of any shares of Common Stock or Convertible Securities or any rights or
options to subscribe for, purchase or otherwise acquire any Common Stock or
Convertible Securities, the amount of the consideration other than cash received
by the Company shall be deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the



<PAGE>

                                      -8-

Company. In case any Common Stock or Convertible Securities or any rights or
options to subscribe for, purchase or otherwise acquire any Common Stock or
Convertible Securities shall be issued or sold together with other stock or
securities or other assets of the Company for a consideration which covers both,
the consideration for the issue or sale of such Common Stock or Convertible
Securities or such rights or options shall be deemed to be the portion of such
consideration allocated thereto in good faith by the Board of Directors of the
Company.

     5.1.5 Shares Considered Outstanding. The number of shares of Common Stock
outstanding at any given time shall include shares issuable in respect to scrip
certificates issued in lieu of fractions of shares of Common Stock, but shall
exclude shares held in the treasury of the Company or by subsidiaries of the
Company,

     5.1.6 Duration of Adjustment Purchase Price. Following each computation or
readjustment of an Adjusted Purchase Price as provided in this Section 5.1, the
new Adjusted Purchase Price shall remain in effect until a further computation
or readjustment thereof is required by this Section 5.1.

     5.1.7 Excepted Issues and Sales. No adjustments pursuant to this Section 5.
1 shall be made in respect of (a) the issuance of shares of Common Stock upon
exercise of Warrants issued pursuant to the Agreement, (b) the issuance of
options or shares of Common Stock upon the exercise of options granted pursuant
to any stock option plan for employees or directors of the Company and
exercisable at prices not less than the Market Price at the time of grant, (c)
the exercise of warrants or the conversion of Convertible Securities to the
extent that such warrants or Convertible Securities were outstanding on November
30, 1995 (including that Warrant issued to Oppenheimer & Co.) and exercisable at
prices not less than the Market Price at the time of grant or issuance of such
warrant or Convertible Securities, and (d) the issuance of up to 175,000 shares
of Common Stock upon conversion of indebtedness of the Company. The number of
shares of Common Stock referred to in this subparagraph shall be proportionately
adjusted to reflect any reclassification, subdivision or Combination of Common
Stock or any distribution or dividends on the Common Stock, payable in Common
Stock.

     5.2 Reorganization, Consolidation, Merger. In case of any reorganization of
the Company (or any other corporation the stock or other securities of which are
at the time receivable on the exercise of this Warrant) after the Original Issue
Date, or in case, after such date, the Company (or any such other corporation)
shall consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then and in each such
case the holder of this Warrant, upon the exercise hereof as provided in Section
2, at any time after the consummation of such reorganization, consolidation,
merger or conveyance, shall be entitled to receive, in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such consummation, the stock or other securities or property to which such
holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in Section 5. In each such



<PAGE>

                                      -9-

case the terms of this Warrant shall be applicable to the shares of stock or
other securities or property receivable upon the exercise of this Warrant after
such consummation.

     5.3 No Dilution or impairment. The Company will not, by amendment of its
certificate of incorporation or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of the Warrants, but will at all times in good faith assist In the carrying out
of all such term and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of the holders of the Warrants
against dilution or other impairment. Without limiting the generality of the
foregoing, the Company (a) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable shares upon the exercise of all Warrants at the time
outstanding, and (b) will take no action to amend its certificate of
incorporation or by-laws which would change to the detriment of the holders of
Common Stock (whether or not any Common Stock be at the time outstanding) the
dividend or voting rights of the Company's Common Stock; provided that nothing
herein contained shall, prohibit the issuance and sale of Preferred Stock of the
Company at fair market value. In this regard, the Company shall be deemed to
have undertaken a fiduciary duty with respect to the holders of the Warrants.

     5.4 Certificate as to Adjustments. In each case of an adjustment in the
shares of Common Stock or other stock, securities or property receivable on the
exercise of the Warrants, the Company shall compute such adjustment in
accordance with the terms of the Warrants and prepare a certificate setting
forth such adjustment and showing in dew the facts upon which such adjustment is
based, including a statement of (a) the consideration received or to be received
by the Company for any additional shares of Common Stock issued or sold or
deemed to have been sold, (b) the number of shares of Common Stock outstanding
or deemed to be outstanding; and (c) the Adjusted Purchase Price, certified to
by the President of the Company, provided, however, that if the Holder
reasonably objects to such determination, the Company shall cause a firm of
independent certified public accountants of recognized standing selected by the
Company (who may be the accountants then auditing the books of the Company) to
compute such adjustment in accordance with the terms of the Warrants and prepare
a certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based. All fees and expenses of such independent
certified public accountants shall be paid (i) by the Holder if the computation
is the same as or less than the made by the Company or (ii) by the Company if
the computation is greater than that made by the Company. The Company will
forthwith mad a copy of the certificate to each holder of a Warrant at the time
outstanding.

     5.5 Notices of Record Date. In case:

     (a) the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time receivable upon the exercise of the
Warrants) for the Purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any securities, or to receive any other right, or



<PAGE>

                                      -10-

     (b) of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation, except for mergers into the Company of
subsidiaries whose assets are less than 10% of the total assets of the Company
and its consolidated subsidiaries, or any conveyance of all or substantially all
of the assets of the Company to another corporation, or

     (c) of any voluntary dissolution, liquidation or winding-up of the Company;
then, and in each such case, the Company will mail or cause to be mailed, to
each holder of a Warrant at the time outstanding a notice specifying, as the
case may be, the date on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any, to be fixed as of which the
holders of record of Common Stock (or such stock or securities at the time
receivable upon the exercise of the Warrants) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, & dissolution, liquidation or winding-up.
Such notice shall be mailed at least ten (10) days prior to the date therein
specified. The rights to notice provided in this Section are in addition to the
rights provided elsewhere herein but the failure to give such notice shall not
invalidate any such corporate action.

     6. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory
to it in the exercise of reasonable discretion, of the ownership of and the
loss, theft, destruction or mutilation of any Warrant and, in the case of loss,
theft or destruction, of indemnity satisfactory to it in the exercise of
reasonable discretion, and, in the case of mutilation, upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof a new
Warrant of like tenor except that no such indemnity shad be required from The
Provident Bank or any of its affiliates.

     7. Reservation of Common Stock. The Company shall at all times reserve and
keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants.

     8. Registration. The holder of this Warrant, by acceptance hereof, agrees
prior to any transfer of Warrants or Common Stock issued or issuable upon
exercise hereof to give written notice to the Company expressing such holder's
intention to effect such transfer and describing briefly the manner of the
proposed transfer of such Warrants or Common Stock. Promptly upon receiving such
notice, the Company shall present copies thereof to its counsel and the
provisions of the following subdivision shall apply:

     9.1 Authorized Transfers. If in the opinion of such counsel, concurred in
by counsel for the holders of such Warrants or Common Stock, the proposed
transfer of the Warrants or Common Stock issued or issuable upon the exercise
hereof may be effected without registration



<PAGE>

                                      -11-

under the Securities Act of 1933 or pursuant to any applicable state securities
laws, the Company, as promptly as practicable, shall notify the holder of such
Warrants or Common stock hereof of such opinion, whereupon such holder shall be
entitled, but only in accordance with the terms of the notice delivered by such
holder to the Company, to transfer such Warrants or Common Stock.

     8.2 Demand Registration. If, in the opinion of such counsel or in the
opinion of the holders of Warrants or Common Stock desiring such transfer, such
proposed transfer may not be effected without such registration of the Common
Stock issued or issuable upon the exercise hereof, and if after written notice
of such opinion to said holder, or if at any time, with or without the presence
of such opinions or notice, the holders of the Common Stock issued or issuable
upon the exercise of all Warrants issued pursuant to the Agreement equal in the
aggregate to not less than 33% of the original number of shares of Common Stock
issuable upon exercise of the Warrants shall, at any time, request that a
registration statement be filed under the Securities Act of 1933 (the "Act") and
any applicable state securities laws, with respect to the Common Stock issued or
issuable upon the exercise or proposed exercise hereof, the Company shall
promptly give written notice to all then holders of Warrants and holders of
Common Stock acquired by such holders upon exercise of Warrants at the
respective addresses thereof shown on the books of the Company, of a proposed
registration under the Act and applicable state securities laws of Common Stock
issued or issuable upon the exercise hereof, and the Company shall, as
expeditiously as practicable, use its best efforts to effect such registration
of.

          (x) Common Stock issued or issuable upon the exercise or proposed
     exercise hereof, all as required to comply with such opinion or request,
     and

          (y) all Common Stock issued or issuable upon the exercise of Warrants,
     the holders of which shall have made written requests to the Company for
     the registration thereof within 10 days after the giving of such written
     notice by the Company.

all to the extent requisite to permit the sale of all Common Stock referred to
in the foregoing clauses (x) and (y).

     The Company shall not have the right to include in any registration
pursuant to Section 8.2, any securities to be distributed by the Company for its
own account or any securities to be offered by any other security holder of the
Company, except pursuant to binding obligations to include such other securities
in such registration statement entered into prior to or on the Original Issue
Date of these Warm Furthermore, the Company shall not be required to register
any shares under this Section unless the holders have requested the registration
of at least 133,333 shares; and may defer the registration of such Common Stock
for up to 90 days if the Board of Directors decides in good faith that
registration would interfere with other Company activity.

     8.3 Optional registration. If the Company, otherwise than pursuant to
Section 9.2, at any time proposes to file a registration statement under the Act
respecting any equity security of the Company on a form appropriate for
registration of a sale of Common Stock, it will at such time give written notice
to all registered holders of Warrants and holders of Common Stock acquired by
such holders upon exercise of Warrants of its intention to do so and, upon the
written request of



<PAGE>

                                      -12-

any such registered holder given within 10 days after receipt of any such notice
(which request shall specify the Common Stock intended to be sold or disposed of
by such registered holder and describe the nature of any proposed sale or other
disposition thereof), the Company will cause all such shares specified in such
request to be so registered provided that if Registration involves an offering
by or through underwriters, the Company shall not be required to include Shares
owned by holder therein if and to the extent the underwriter managing the
offering reasonably believes in good faith and advises the Company that such
inclusion would materially adversely affect such offering; provided that (a) if
other selling shareholders who are employees or officers of the Company have
requested registration of securities in the proposed offering the Company will
reduce or eliminate such other selling shareholders' securities before any
reduction or elimination of Holder's shares; (b) any such reduction or
elimination (after taking into account the effect of clause (a)) shall be pro
rata to all other holders of the securities of the Company exercising "piggyback
registration rights" similar to those set forth herein in proportion to the
respective number of shares they have requested to be registered unless prior
agreements of the Company give priority to other persons holding registration
rights, and (c) in such event, such Holders shall delay any offering by them of
all such Shares owned by them for such period, not to exceed 120 days, as the
managing underwriter shall request.

     8.4 Other Registrations. If the Common Stock issued or issuable pursuant
hereto require registration or qualification with or approval of any United
States or state governmental official or authority in addition to registration
under the Act before the Common Stock may be sold, the Company will take all
requisite action in connection with such registration and will cause any such
shares to be duly registered or approved as may be required; provided however
that it shall not be required to give a general consent to service of process or
to qualify as a foreign corporation or subject itself to taxation as doing
business in any such state.

     8.5 Listing. if, at the time of any registration pursuant to this Section
8, Common Stock issued or issuable upon exercise of the Warrants meets the
criteria for listing on any exchange on which Common Stock of the Company is
then listed, the Company shall apply for and use its best efforts to obtain a
listing of such Common Stock on such exchange.

     8.6 Registration Obligations. The Company will deliver to the holders of
such Common Stock after effectiveness of any registration under Section 8, such
reasonable number of copies of a definitive prospectus included in such
registration statement and of any revised or supplemental prospectus filed as
such holders may from time-to-time reasonably request. The Company shall file
post-effective amendments or supplements to such registration statement for a
period not to exceed 90 days in order that the registration statement my be
effective at a times during such 90 day period and at all times comply with the
various applicable Federal and State securities laws (after which period the
Company may withdraw such Common Stock from registration), and deliver copies of
the prospectus contained therein as hereinabove provided.

     9.7 Expenses. In the case of any registrations pursuant to Section 8, the
Company shall pay all of the expenses in connection therewith, including without
limitation costs of complying with Federal and State securities laws and
regulations, attorneys' fees of the Company, accounting fees, printing expenses
and filing fees, except transfer taxes, underwriting commissions and discounts
and other expenses of the holders; provided however that in any registration
pursuant



<PAGE>

                                      -13-

to Section 8.3, such holders participating in the registration shall pay the
Company for the incremental portion of the Federal and State registration and
filing fees attributable to their shares.

     8.8 Indemnity to Holders. The Company will indemnify each such holder of
Common Stock being sold by any such holder (and any person who controls such
holders or underwriter within the meaning of Section 15 of the Act) against all
claims, losses, damages, liabilities and expenses resulting from any untrue
statement or alleged untrue statement of a material fact contained in a
Prospectus or in any related registration statement, notification or the like or
from any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same may have been based upon information furnished in
writing to the Company by such holder expressly for use therein and used in
accordance with such writing.

     8.9 Indemnity to Company. Each holder of a Warrant, and each holder of
shares of Common Stock acquired by such holder upon the exercise of a Warrant,
by acceptance thereof, agrees to furnish to the Company such information
concerning such holder as may be requested by the Company which is necessary in
connection with any registration or qualification of shares of Common Stock
issued or issuable upon exercise of Warrants proposed to be made by the Company
pursuant to this Section 8, and to indemnify the Company, and any officer
signing the registration statement and any director and person who controls the
Company within the meaning of Section 15 of the Act, against all claims, losses,
damages, liabilities and expenses resulting from any untrue statement or alleged
untrue statement of a material fact or the omission or alleged omission of a
material fact contained in or omitted from information furnished in writing to
the Company by such holder expressly for use therein and used in accordance with
such writing.

     8.10 Termination of Registration Obligations. Subject to the provisions of
Section 8.6 hereof, the Company's obligations under Section 8.2 hereof shall be
satisfied upon the completion of three registrations requested, except that its
obligations under Section 8.2 hereof and its other obligations hereunder shall
terminate upon the expiration of two years after exercise of this Warrant,
provided, however, that if the Company shall receive a "no-action" letter from
the staff of the Securities and Exchange Commission or shall receive an opinion
of its counsel, which shall be concurred in by counsel for the holders of Common
Stock, to the effect that the Common Stock owned by a particular bolder or a
proposed disposition by such person is not required to be registered under the
Act or applicable state securities laws, the provisions of this Section 8 shall
be terminated with respect to such particular Common Stock. Provided further,
that if such no-action letter or such opinion related to a particular
disposition of Common Stock, the Provisions Of this Section 8 based on the Act
and applicable state securities laws, shall be applicable to such Common Stock
and any holder thereof until final consummation of such disposition and if such
no-action letter or opinion is terminated expressly or impliedly or subject: to
any condition, the Company win comply promptly with any such condition as is
applicable to it and within its control, and the provisions of this Section 8
will be applicable to such Common Stock and to any holder thereof if the terms
of such no-action letter or opinion terminate or the conditions thereof are not
met.

     8.11 No Warrant Registration. The Warrants and the Common Stock are
restricted securities as that term is defined under Rule 144 issued pursuant to
the Act, as amended, and no



<PAGE>

                                      -14-

transfer thereof shall be made in violation of the Act, as amended. The Company
shall have no duty or obligation to register the Warrants at any time.

     8.12 Rule 144 Information. The Company shall continue to maintain the
registration of its common stock or any other stock issuable upon exercise of
this Warrant under the Securities Exchange Act of 1934, as amended, for as long
as the Warrants remain outstanding.

     9. Information. The Company shall furnish each holder of Warrants with
copies of all reports, proxy statements, and similar materials that it furnishes
to holders of its Common Stock.

     10. Notices. All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first-class registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
last holder of this Warrant who shall have furnished an address to the Company
in writing.

     11. Change, Waiver. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement by the change, waiver,
discharge or termination is sought.

     12. Headings. The headings in this Warrant are for the purposes of
convenience of references only and shall not be deemed to constitute a part
hereof.

     13. Law Governing. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of Indiana.

                                        NOBLE ROMAN'S, INC.

Date:___________________                BY: ______________________________



<PAGE>

                                      -15-


                              WARRANT EXERCISE FORM
                 (To Be Executed Only Upon Exercise of Warrant)

     The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for and purchase the number of shares of Common Stock of
__________________________, purchasable with this Warrant, and herewith makes
payment therefor, all at the price and on the terms and conditions specified in
this Warrant.

Date: __________________

                                        _______________________________________
                                        (Signature of Registered Owner)

                                        _______________________________________
                                        (Street Address)

                                        _______________________________________
                                        City        (State)     (Zip)



<PAGE>

                                      -16-

                           WARRANT FORM OF ASSIGNMENT

     FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under and within Warrant, with respect to the number of shares
of Common Stock set forth below:

Name of Assignee                   Address                    No. of Shares
----------------                   -------                    -------------

and does hereby irrevocably constitute and appoint ___________
attorney to make such transfer on the books of _______________
maintained for the purpose, with full power of substitution in the premises.

Date: __________________                Signature _____________________________

                                        Witness _______________________________

     The securities represented hereby have been acquired for investment, have
not been registered under the act, and may not be sold, exchanged or transferred
in any manner, except in compliance with Section 4 hereof.