<PAGE>   1
                                                                    EXHIBIT 4.19


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE DISTRIBUTED, SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OFFERED UNLESS
THERE IS IN EFFECT A REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS COVERING
SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL OR A NO-ACTION
LETTER FROM THE COMMISSION STATING THAT SUCH DISTRIBUTION, SALE, TRANSFER,
ASSIGNMENT, HYPOTHECATION OR OFFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND LAWS.

                          ATLANTIC PREMIUM BRANDS, LTD.
                               WARRANT CERTIFICATE
                          COMMON STOCK PURCHASE WARRANT
                                       OF
                               STERLING BOCP, LLC

                           DATED AS OF APRIL 13, 2001


<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>                                                                                                                    <C>
Section 1.        Definitions.....................................................................................       1

Section 2.        Duration and Exercise of Warrant................................................................       2
                  2.1      Warrant Exercise Price.................................................................       2
                  2.2      Warrant Exercise Period................................................................       2
                  2.3      Manner of Exercise.....................................................................       2
                  2.4      When Exercise Effective................................................................       3
                  2.5      Delivery of Stock Certificates, etc....................................................       3

Section 3.        Antidilution Adjustment.........................................................................       4
                  3.1      Number of Warrant Shares...............................................................       4
                  3.2      Adjustment - Capital Event.............................................................       4
                  3.3      Adjustment Reorganization Event........................................................       4
                  3.4      Other Event............................................................................       4

Section 4.        Restrictions on Transfer........................................................................       5
                  4.1      Restrictive Legends....................................................................       5
                  4.2      Notice of Proposed Transfer; Opinion of Counsel........................................       5

Section 5.        Availability of Information.....................................................................       6

Section 6.        Reservation of Stock, Etc.......................................................................       6

Section 7.        Due Organization; No Violation..................................................................       6

Section 8.        Capitalization..................................................................................       7

Section 9.        Ownership; Registration of Transfer; Exchange and Substitution of Warrant.......................       7
                  9.1      Ownership of Warrant...................................................................       7
                  9.2      Registration of Transfers..............................................................       7
                  9.3      Replacement of Warrant Certificate.....................................................       7
                  9.4      Expenses...............................................................................       7

Section 10.       Exchange for Voting Stock.......................................................................       7

Section 11.       Other Rights of Holder..........................................................................       8

Section 12.       No Rights as Stockholder........................................................................       8

Section 13.       Miscellaneous...................................................................................       8

Section 14.       Amendments......................................................................................       8

</TABLE>


<PAGE>   3
                               WARRANT CERTIFICATE

                                                      Dated as of April 13, 2001



         This certifies that, for value received, STERLING BOCP, LLC (the
"Holder"), is entitled to purchase from ATLANTIC PREMIUM BRANDS, LTD., a
Delaware corporation (the "Company") 66,695 shares of the Nonvoting Common Stock
of the Company, as adjusted as provided for in Section 3, in the manner and
subject to the terms and conditions set forth herein. The shares of Nonvoting
Common Stock of the Company issued or issuable upon the exercise of this Warrant
are referred to collectively as the "Warrant Shares" and individually as a
"Warrant Share."

         This Warrant is being issued by the Company in partial replacement of
the warrant (the "Old Warrant") issued pursuant to the Senior Subordinated Note
and Warrant Purchase Agreement dated as March 20, 1998 by and between the
Company, as seller, and Banc One Capital Partners LLC ("BOCP"), as purchaser,
(as amended, the "Purchase Agreement") and cannot be sold, assigned or otherwise
transferred except as provided in Section 11.14 of the Purchase Agreement.
Contemporaneously with the issuance of this Warrant, the Company is also
issuing, in partial replacement of the Old Warrant, a warrant to purchase
600,252 shares of its Nonvoting Common Stock in the name of BOCP (the "BOCP
Warrant," and BOCP and any future holder(s) of the BOCP Warrant shall be
referred to as the "BOCP Holder"). The issuance of this Warrant and the BOCP
Warrant together fully replace the Old Warrant and upon their issuance the Old
Warrant shall be cancelled.

         THIS AGREEMENT, AS A PARTIAL REPLACEMENT OF THE OLD WARRANT, IS ONE OF
THE "RELATED DOCUMENTS" REFERRED TO IN THE PURCHASE AGREEMENT.

         Section 1. DEFINITIONS.

         All capitalized terms not otherwise defined herein shall have the
definitions set forth in the Glossary of Defined Terms attached to the Purchase
Agreement, which definitions are, to the extent applicable, incorporated in this
Warrant by reference.

         For purposes of this Warrant, the term "Warrant Expiration Date" means
that date which is earliest to occur of (i) the date on which a Qualified Public
Offering is completed, (ii) the date on which a Disposition or Non-Surviving
Combination is consummated, (iii) the seventh anniversary of the Closing Date,
or (iv) the date on which the Note (as defined in Section 2.3 below) is prepaid
in full, provided that such prepayment is made on or prior to December 31, 2001.

<PAGE>   4

         Section 2. DURATION AND EXERCISE OF WARRANT.

                  2.1 WARRANT EXERCISE PRICE. The purchase price per Warrant
Share payable by the Holder to the Company upon any exercise of this Warrant
(the "Warrant Exercise Price") shall be $3.38 per Warrant Share; provided,
however, that:

                  (i)      if the number of Warrant Shares issuable upon
                           exercise of this Warrant is adjusted as provided for
                           in Section 3, the Warrant Exercise Price shall be
                           automatically adjusted such that the Warrant Exercise
                           Price as adjusted shall be equal to $3.38 per Share
                           multiplied by a fraction, (A) the numerator of which
                           is the original number of Warrant Shares issuable
                           upon exercise of this Warrant as of the date of this
                           Warrant, and (B) the denominator of which is the
                           number of Warrant Shares issuable upon exercise of
                           this Warrant as of the date of any such adjustment;

                  (ii)     In the event that, at any time prior to the fifth
                           anniversary date of this Warrant, the Company issues
                           or sells to any Person, other than in an Exempt
                           Offering, for cash or in exchange for property any
                           shares of Common Stock or any Convertible Securities
                           at a price per share (or, in the case of Convertible
                           Securities, at an equivalent price per share of
                           Common Stock) that is less than the Warrant Exercise
                           Price then in effect, the Warrant Exercise Price
                           shall be automatically adjusted such that the Warrant
                           Exercise Price as adjusted shall be equal to the
                           lesser of (A) a fraction (x) the numerator of which
                           is the sum of (i) the product of $3.38 and the number
                           of Outstanding Common Shares outstanding as the date
                           hereof, (ii) the aggregate consideration received by
                           Atlantic from and after the date hereof from the
                           issuance, sale or exchange of shares of Common Stock
                           or Convertible Securities (including the fair market
                           value of any property received in any such issuance,
                           sale or exchange as determined by the Board of
                           Directors of Atlantic in good faith), and (iii) the
                           minimum consideration receivable upon the exercise of
                           all outstanding Convertible Securities issued after
                           the date hereof, divided by (y) the number of
                           Outstanding Common Shares outstanding immediately
                           after such issue, sale or exchange, and (B) the
                           Warrant Exercise Price in effect immediately prior to
                           such issue, sale or exchange.

                  2.2 WARRANT EXERCISE PERIOD. This Warrant shall be exercisable
in a single exercise at any time after the date hereof but on or before the
Warrant Expiration Date; provided, however, that, in the event the Holder elects
to participate in a Purchase Offer pursuant to the terms of the Shareholders
Agreement, the Holder may exercise this Warrant in part to the extent of the
Holder's participation in such Purchase Offer in the manner provided for in
Section 2.3.

                  2.3 MANNER OF EXERCISE. This Warrant may be exercised by the
Holder upon surrender of this Warrant and the Notice of Exercise attached hereto
duly completed and

                                       2
<PAGE>   5

executed on behalf of the Holder, at the principal office of the Company (or at
such other office or agency of the Company as it may designate by Notice to the
Holder at the address of the Holder appearing on the books of the Company), upon
payment of the Warrant Exercise Price by wire transfer or delivery of a
certified or cashier's check to the Company. In the event of the partial
exercise of this Warrant as provided for in Section 2.2, (i) the Holder shall
indicate the number of Warrant Shares subject to such Purchase Offer, (ii) the
Warrant Exercise Price with respect to the Warrant Shares issued upon such
partial exercise shall be the Warrant Exercise Price in effect as of the date of
such partial exercise; and (iii) the Company shall reissue to the Holder in
exchange for this Warrant a new Warrant in form identical to this Warrant,
except that the number of Warrant Shares issuable upon exercise of this Warrant
shall be appropriately adjusted to give effect to such partial exercise.

         The Holder may, in lieu of paying the Warrant Exercise Price by wire
transfer or delivery of a certified or cashier's check to the Company, reduce
the unpaid principal amount of the Senior Subordinated Note due March 31, 2005
in the principal amount of $650,000 payable to the Holder (the "Note") by an
amount equal to the funds which would otherwise have been delivered; provided
that the Holder shall not pay the Warrant Exercise Price through a reduction in
the unpaid principal amount of the Note if such reduction would result in a
breach or violation of the provisions of Applicable Law, its Charter Documents,
the Senior Loan Agreement or the Intercreditor Agreement (or any replacements or
refinancings thereof). The Holder shall execute and deliver to the Company such
documents as the Company or its counsel may reasonably request to effect any
reduction of the unpaid principal amount of the Note pursuant to the foregoing
sentence.

                  2.4 WHEN EXERCISE EFFECTIVE. The exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant and the Notice of Exercise shall have
been surrendered and the Company receives (i) payment of the Warrant Exercise
Price, or (ii) the documents effecting the reduction of the unpaid principal
amount of the Note, as provided in Section 2.3; and immediately prior to the
close of business on such Business Day the Holder shall be deemed to have become
the holder of record of the Warrant Shares.

                  2.5 DELIVERY OF STOCK CERTIFICATES, ETC. As soon as
practicable after the exercise of this Warrant, and in any event within five (5)
Business Days thereafter, the Company will cause to be issue in the name of and
delivered to the Holder a certificate or certificates for the number of Warrant
Shares to which the Holder shall be entitled upon such exercise, rounded up to
the nearest whole share. The Company will pay any taxes that may be payable in
respect of (i) the issuance of Warrant Shares, or (ii) the issuance of a new
Warrant if this Warrant is exercised as to fewer than all the Warrant Shares to
which it relates. The Company will not, however, be required to pay any transfer
tax payable because Warrant Shares or new Warrant are to be registered in a name
other than that of the Holder, and the Company will not be required to issue any
Warrant Shares or to issue a new Warrant registered in a name other than that of
the Holder until (x) the Company receives either (A) evidence that any
applicable transfer taxes have been paid, or (B) funds with which to pay those
taxes; or (y) it has been established to the Company's satisfaction that no such
tax is due.

                                       3
<PAGE>   6

         Section 3. ANTIDILUTION ADJUSTMENT.

                  3.1 NUMBER OF WARRANT SHARES. The number of Warrant Shares
that may be purchased by the Holder upon exercise of this Warrant is 66,695;
provided, however, that such number of shares is subject to adjustment as
provided for in this Section 3.

                  3.2 ADJUSTMENT - CAPITAL EVENT. In the event that the Company
(i) declares a dividend or makes a distribution with respect to outstanding
shares of its Capital Stock of the Company, which dividend or distribution is
paid entirely or in part in shares of Common Stock or Convertible Securities, or
(ii) subdivides, combines or reclassifies outstanding shares of its Common Stock
or Convertible Securities, the number of Warrant Shares issuable upon exercise
of this Warrant shall be adjusted immediately after such event as follows. The
adjusted number of Warrant Shares shall be a number equal to the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
record date multiplied by a fraction (i) the numerator of which is the number of
Fully Diluted Common Shares outstanding immediately after such event, and (ii)
the denominator of which is the number of Fully Diluted Common Shares
outstanding immediately prior to such event. Any such adjustment shall be
rounded down to the nearest whole share.

                  3.3 ADJUSTMENT REORGANIZATION EVENT. In the event of (i) any
capital reorganization or reclassification or recapitalization of any shares of
Capital Stock of the Company (other than an event described in Section 3.2),
(ii) any merger or consolidation of the Company with or into any other Person in
which the Company is not the surviving entity, or which effects a
reclassification or recapitalization of any shares of Capital Stock of the
Company, or (iii) the sale, exchange or transfer of the property of the Company
to any other Person as an entirety or substantially as an entirety, there shall
thereafter be issuable upon the exercise of this Warrant (in lieu of the Warrant
Shares), as appropriate, the number of shares of stock, other securities or
property to which the Holder of the number of shares of Common Stock equal to
the number of Warrant Shares then issuable upon the exercise of this Warrant
would have been entitled to as a result of such event.

         Prior to and as a condition of the consummation of any such event, the
Company shall cause effective provisions to be made to effect the purposes of
this Section 3.3.

                  3.4 OTHER EVENT. In case an event shall occur as to which the
other provisions of this Section 3 are not strictly applicable but the failure
to make any adjustment would not fairly protect the purchase rights represented
by this Warrant in accordance with the essential intent and principles hereof,
then the Holder may request in writing within one hundred twenty (120) days
after the occurrence of such event that the Company examine the propriety of an
adjustment to the number of Warrant Shares. Unless the Company, the Holder and
the BOCP Holder shall have mutually agreed upon an adjustment, or that no
adjustment is required, within thirty (30) days after the receipt of such
request, the Company shall appoint a firm of independent certified public
accountants of recognized national standing (which may be the regularly engaged
accountants of the Company), to give an opinion upon the adjustment, if any, on
a basis consistent with the essential intent and principles established in this
Section 3, necessary to preserve the purchase rights represented by this
Warrant. Upon receipt of such opinion, the Company will promptly mail a copy
thereof to the Holder and shall make the

                                       4
<PAGE>   7

adjustments described therein. If such opinion states that no such adjustment is
necessary, the Holder shall reimburse the Company for one-half of the cost and
expense of such opinion.

         Section 4. RESTRICTIONS ON TRANSFER.

                  4.1 RESTRICTIVE LEGENDS. Except as otherwise permitted by this
Section 4, this Warrant, each Warrant issued in exchange or substitution for
this Warrant, each Warrant issued upon the registration of Transfer of this
Warrant, each certificate representing the Warrant Shares and each certificate
issued upon the registration of Transfer of any Warrant Shares, shall be stamped
or otherwise imprinted with a legend in substantially the following form:

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE, AND MAY NOT BE DISTRIBUTED, SOLD, TRANSFERRED, ASSIGNED,
         HYPOTHECATED OR OFFERED UNLESS THERE IS IN EFFECT A REGISTRATION
         STATEMENT UNDER SUCH ACT AND LAWS COVERING SUCH SECURITIES OR THE
         ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         ISSUER OR A NO-ACTION LETTER FROM THE COMMISSION STATING THAT SUCH
         DISTRIBUTION, SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OFFER IS
         EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
         SUCH ACT AND LAWS."

                  4.2 NOTICE OF PROPOSED TRANSFER; OPINION OF COUNSEL. Prior to
any Transfer of any Restricted Securities, the Holder will give Notice to the
Company of the Holder's intention to effect such Transfer. Each such Notice of a
proposed Transfer (a) shall describe the manner and circumstances of the
proposed Transfer in sufficient detail to enable counsel to render the opinion
referred to below, and (b) shall designate counsel for the Holder. The Holder
will submit a copy of such Notice to the counsel designated in such Notice and
the Company will promptly submit a copy of the Notice to its counsel. The
following provisions shall then apply:

                  (i)      if in the opinion of counsel to the Company the
                           proposed Transfer may be effected without
                           registration of such Restricted Securities under the
                           Securities Act, the Company will promptly notify the
                           Holder and the Holder shall thereupon be entitled to
                           Transfer such Restricted Securities in accordance
                           with the terms of the Notice delivered by the Holder
                           to the Company. Each Warrant or certificate for
                           Warrant Shares, if any, issued upon or in connection
                           with such Transfer shall bear the applicable
                           restrictive legend set forth above, unless in the
                           opinion of such counsel, such legend is no longer
                           required to ensure compliance with the Securities
                           Act. If for any reason, counsel for the Company
                           (after having been furnished with the information
                           required by this Section 4.2) shall fail to deliver
                           an opinion to the Company, or the Company shall fail
                           to notify the Holder as aforesaid, within thirty (30)
                           days after receipt of Notice of the Holder's
                           intention to effect a Transfer, then

                                       5

<PAGE>   8

                           for all purposes of this Warrant, the opinion of
                           counsel for the Holder shall be sufficient to
                           authorize the proposed Transfer and the opinion of
                           counsel for the Company shall not be required in
                           connection with such proposed Transfer; and

                  (ii)     if, in the opinion of counsel to the Company, the
                           proposed Transfer may not be effected without
                           registration of such Restricted Securities under the
                           Securities Act, the Company will promptly so notify
                           the Holder and the Holder shall not be entitled to
                           Transfer such Restricted Securities until receipt of
                           a further Notice from the Company under clause (i)
                           above or until registration of such Restricted
                           Securities under the Securities Act has become
                           effective.

         Section 5. AVAILABILITY OF INFORMATION.

         To the extent they are applicable to the Company, the Company will
comply with the reporting requirements of Sections 13 and 15(d) of the
Securities Exchange Act and all other public information reporting requirements
of the Commission (including the requirements of Rule 144 promulgated by the
Commission under the Securities Act) from time to time in effect. Subject to the
terms and conditions set forth in the Registration Rights Agreement, the Company
will cooperate with the Holder at the Holder's expense to complete and file any
information reporting forms, presently or hereafter required by the Commission
as a condition to the availability of an exemption from the Securities Act for
the Transfer of any Restricted Securities or the Transfer of Restricted
Securities by affiliates of the Company.

         Section 6. RESERVATION OF STOCK, ETC.

         The Company shall cause a sufficient number of shares of Nonvoting
Common Stock to permit the full exercise of this Warrant to be authorized and
will, thereafter, at all times reserve and keep available, solely for issuance
and delivery upon the exercise of this Warrant and free from preemptive rights,
a sufficient number of shares of Nonvoting Common Stock to cover the Warrant
Shares issuable or exchangeable upon the exercise of this Warrant. All such
shares shall be duly authorized and, when issued upon such exercise and receipt
of the Warrant Exercise Price, shall be validly issued, fully paid and
non-assessable; provided, however, that in the event (and, until such time as)
the Company fails to cause such a sufficient number of shares of Nonvoting
Common Stock to be authorized, this Warrant shall be deemed to be exercisable to
purchase an equivalent number of shares of Voting Common Stock.

         Section 7. DUE ORGANIZATION; NO VIOLATION.

         The Company shall at all times prior the Warrant Expiration Date remain
a corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation. The Company shall comply in all material
respects with (i) any Applicable Law and (ii) its Charter Documents; provided,
however, that the Company may exercise in good faith its right to protest and
actively pursue the same diligently and by appropriate proceedings.

                                       6
<PAGE>   9

         Section 8. Capitalization.

         The Company represents and warrants that its authorized Capital Stock
as of March 19, 1998, consists solely of (i) 30,000,000 shares of Common Stock,
of which 7,400,174 shares are issued and outstanding and 2,345,700 shares are
reserved for issuance, and (ii) 5,000,000 shares of Preferred Stock, $.01 par
value, of which no shares are issued and outstanding; and that it has no other
Capital Stock authorized, issued or outstanding.

         Section  9. OWNERSHIP; REGISTRATION OF TRANSFER; EXCHANGE AND
                     SUBSTITUTION OF WARRANT.

                  9.1 OWNERSHIP OF WARRANT. Until due presentment for Transfer,
the Company may treat the Person in whose name this Warrant is registered on the
register kept at the Company's principal office as the owner and holder hereof
for all purposes, notwithstanding any Notice to the contrary, provided that when
this Warrant has been properly Transferred, the Company shall treat such
transferee as the owner of this Warrant for all purposes, notwithstanding any
Notice to the contrary. Subject to the foregoing provisions and to Section 4,
this Warrant, if properly Transferred, may be exercised by the transferee
without first having a new Warrant issued.

                  9.2 REGISTRATION OF TRANSFERS. Subject to Section 4, the
Company shall register the Transfer of this Warrant permitted under the terms
hereof upon records to be maintained by the Company for that purpose upon
surrender of this Warrant to the Company at the Company's principal office,
together with the Form of Assignment attached hereto duly completed and
executed. Upon any such registration of Transfer, a new Warrant in substantially
the form of this Warrant, shall be issued to the transferee.

                  9.3 REPLACEMENT OF WARRANT CERTIFICATE. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and of an indemnification reasonably satisfactory
to the Company, or, in the case of any such mutilation, upon surrender of this
Warrant for cancellation at the Company's principal office, the Company at its
expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor.

                  9.4 EXPENSES. The Company will pay all expenses, Taxes (other
than transfer and income Taxes) and other charges in connection with the
preparation, issuance and delivery from time to time of this Warrant or the
Warrant Shares

                  Section 10. EXCHANGE FOR VOTING STOCK.

         The Company shall, upon the written request of Holder, issue and
exchange shares of Voting Stock on a share-for-share basis for any Nonvoting
Stock issued upon the exercise of this Warrant to the extent that the Holder:

                  (i)      sells such Warrant Shares pursuant to a registration
                           statement under the Securities Act, provided that
                           such offering is underwritten on a firm commitment
                           basis or otherwise provides for a widely dispersed
                           distribution of the shares;

                                       7
<PAGE>   10

                  (ii)     sells such Warrant Shares in a private placement
                           pursuant to Rule 144 or Rule 144A promulgated under
                           the Securities Act, provided that no purchaser or
                           related group of purchasers acquires more than 2% of
                           the outstanding shares of Voting Stock;

                  (iii)    sells such Warrant Shares as part of a direct sale,
                           together with other shareholders of the Company, to a
                           third party that is not related to or affiliated with
                           the Holder, provided that pursuant to such sale the
                           purchaser acquires at least a majority of the
                           outstanding Voting Stock without regard to any shares
                           purchased from the Holder; or

                  (iv)     does not own or have the right to receive upon
                           exercise of the Warrant or otherwise, more than 4.9%
                           of the Voting Stock that would be outstanding after
                           such exchange.

         Section 11. OTHER RIGHTS OF HOLDER.

         The Warrant Shares shall be subject to the terms and conditions of the
Put Option Agreement, the Shareholders Agreement, the Preemption Agreement and
the Registration Rights Agreement, as may be amended from time to time.

         Section 12. NO RIGHTS AS STOCKHOLDER.

         Nothing contained in this Warrant shall construed as conferring upon
the Holder any rights as a stockholder of the Company prior to the exercise
hereof or as imposing any obligation on the Holder to purchase any Capital Stock
of the Company.

         Section 13. MISCELLANEOUS.

         The provisions of Section 11 (other than Section 11.2(a)) of the
Purchase Agreement are applicable to this Agreement and are incorporated by
reference in this Agreement; however, if there is a conflict between such
provisions of Section 11 of the Purchase Agreement and this Warrant, the terms
of this Warrant shall control.

Section 14.       AMENDMENTS.

         This Warrant may be amended, modified or restated, in whole or in part,
only by an express written agreement executed and delivered by the Company and
the Holder; provided, however, that any changes to this Warrant (other than
those that adversely affect the rights and preferences of the Holder) shall
require the prior written consent of the BOCP Holder for so long as the BOCP
Holder holds the BOCP Warrant.

                                       8
<PAGE>   11
                           [SIGNATURE PAGE TO WARRANT]

                                      ATLANTIC PREMIUM BRANDS, LTD.

                                      By: /s/ MERRICK M. ELFMAN
                                         --------------------------
                                          Name: Merrick M. Elfman
                                          Its: Chairman


<PAGE>   12

                               NOTICE OF EXERCISE

         The undersigned hereby elects to exercise the Warrant evidenced by this
Warrant Certificate, and to purchase [ __________ of] the Warrant Shares
issuable hereunder and herewith makes payment in full therefor [by delivery of a
certified or official bank check payable to the order of the Company in the
amount of the Warrant Exercise Price] [by agreeing hereby to reduce the
outstanding principal balance of the Company's Note payable to the undersigned
by the amount of the Warrant Exercise Price] and requests that certificates for
such Warrant Shares be issued in the name of and delivered to:

              Name:
              Social Security or Employer Identification Number:
              Address:
              Deliver to:
              Address:

         If the number of Warrant Shares as to which the Warrant is being
exercised are fewer than all the Warrant Shares to which the Warrant relates,
please issue a new Warrant for the balance of such Warrant Shares registered in
the name of the undersigned and deliver it to the undersigned at the following
address:

              Address:

                                         Name of
                                         Holder (Print):
                                                        ------------------------
                                         Dated:
                                               ---------------------------------
                                         By:
                                            ------------------------------------
                                         Name
                                              ----------------------------------
                                         Title:
                                               ---------------------------------
Signature Guarantee:


<PAGE>   13

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

NOTE:    The signature of this Notice of Exercise must correspond exactly with
         the name of the Holder as specified on the face of this Warrant
         Certificate.

         The signature to this Notice of Exercise must be guaranteed by a
         commercial bank or trust company in the United States or a member firm
         of the New York Stock Exchange.


<PAGE>   14

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers to __________________all of the rights of the undersigned in and to
this Warrant in and to the foregoing Warrant Certificate and the shares of
Common Stock issuable upon exercise of said Warrant.

                                         Name of
                                         Holder (Print):
                                                        ------------------------
                                         Dated:
                                               ---------------------------------
                                         By:
                                            ------------------------------------
                                         Name
                                              ----------------------------------
                                         Title:
                                               ---------------------------------