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                                                                    EXHIBIT 4.23


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


                          ATLANTIC PREMIUM BRANDS, LTD.
                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT


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


                           DATED AS OF APRIL 13, 2001
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                                TABLE OF CONTENTS


SECTION 1.  DEFINITIONS.....................................................1

SECTION 2.  DEMAND REGISTRATION RIGHTS......................................2

SECTION 3.  "PIGGYBACK" REGISTRATION RIGHTS.................................3

SECTION 4.  REGISTRATION PROCEDURES.........................................5

SECTION 5.  INDEMNIFICATION.................................................6

SECTION 6.  RULE 144........................................................8

SECTION 7.  COVENANTS.......................................................8

SECTION 8.  TERMINATION OF REGISTRATION RIGHTS..............................8

SECTION 9.  SPECIFIC PERFORMANCE............................................8

SECTION 10. MISCELLANEOUS...................................................8


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               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
April 13, 2001 ("Agreement"), is by and among Atlantic Premium Brands, Ltd.
("COMPANY"), a Delaware corporation, Banc One Capital Partners, LLC ("BOCP"), a
Delaware limited liability company, and Sterling BOCP, LLC ("STERLING"), a
Delaware limited liability company. BOCP and Sterling are referred to
collectively as the "HOLDERS" and individually as a "HOLDER". The Company and
the Holders are referred to collectively as the "PARTIES" and individually as a
"PARTY".

                                    RECITALS

         WHEREAS, the Company and BOCP entered into that certain Senior
Subordinated Note and Warrant Purchase Agreement dated as of March 20, 1998 (as
amended, "1998 PURCHASE AGREEMENT"), pursuant to which BOCP purchased from the
Company a senior subordinated note due March 31, 2005 in the principal amount of
$6,500,000, a fixed warrant to purchase 666,947 shares of Company nonvoting
common stock and a contingent warrant to purchase up to 428,753 shares of
Company nonvoting common stock (the note, fixed warrant and contingent warrant
are collectively referred to herein as the "1998 BOCP SECURITIES");

         WHEREAS, BOCP has agreed to sell, and Sterling has agreed to purchase,
a ten percent (10%) interest in the 1998 BOCP Securities, the 1998 Purchase
Agreement and certain related rights and security agreements thereunder pursuant
to that certain Note and Warrant Purchase Agreement dated as of even date
herewith ("2001 PURCHASE AGREEMENT");

         WHEREAS, the Parties deem it desirable to amend and restate that
certain Registration Rights Agreement dated as of March 20, 1998, by and between
the Company and BOCP ("REGISTRATION RIGHTS AGREEMENT") as set forth herein in
order to induce Sterling to enter into the 2001 Purchase Agreement; and

         WHEREAS, this Agreement, as an amendment of the Registration Rights
Agreement, is one of the "RELATED DOCUMENTS" referred to in the 1998 Purchase
Agreement.

         THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:

                                   AGREEMENTS

         SECTION 1. DEFINITIONS.

         All capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Glossary of Defined Terms attached to the
1998 Purchase Agreement, which definitions are, to the extent applicable,
incorporated in this Agreement by reference.

         For purposes of this Agreement, the term "REGISTRABLE SECURITIES" means
(a) any of the Warrant Shares held by a Holder or any Affiliate thereof, and (b)
any securities issued or
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issuable with respect to any such securities described in (a) above, by way of
dividend or distribution or in connection with a recapitalization, merger,
consolidation or other reorganization or otherwise. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold in accordance therewith, (ii) such
securities shall have been sold pursuant to Rule 144 promulgated under the
Securities Act, (iii) such securities are freely transferable without
restriction under the Securities Act or are otherwise represented by
certificates not bearing a legend restricting further transfer, or (iv) such
securities shall have ceased to be outstanding.

         For purposes of this Agreement, the term "WARRANT SHARES" means the
Common Shares issued or issuable upon exercise of the 2001 BOCP Warrants (as
defined in the 2001 Purchase Agreement) and the 2001 Sterling Warrants (as
defined in the 2001 Purchase Agreement).

         SECTION 2. DEMAND REGISTRATION RIGHTS.

                  (a) Demand for Registration. If the Company shall receive a
written request from BOCP requesting that the Company effect the registration
under the Securities Act of all or part of BOCP's Registrable Securities
("Demand Request"), the Company shall use its best efforts to effect such
registration as soon as practicable. If BOCP makes a Demand Request, then
Sterling shall have the "Piggyback" registration rights set forth in Section 3
with respect to such Demand Request. Subject to the provisions of Section 2(f),
the Company may register for sale in such registration other securities which
the Company has been requested to register by the holders thereof (including
Sterling, if applicable), provided however, that no securities other than
Registrable Securities shall be included in such registration unless the
managing underwriter shall have advised BOCP that the inclusion of such other
securities would not adversely affect such offering. The Company shall not be
required to effect more than two registrations pursuant to requests made
pursuant to this Section 2. Notwithstanding the provisions of this Section 2, if
the Company receives a Demand Request at a time when the Company has retained an
investment bank in connection with a primary offering of Common Stock or
Convertible Securities or otherwise has commenced efforts with regard to such an
offering, the Company may elect to treat the Demand Request made under this
Section 2 as a "piggyback" registration under Section 3 by giving Notice to BOCP
within 90 days of the Company's receipt of the Demand Request.

                  (b) Registration Statement Form. Registrations under this
Section 2 shall be on such appropriate registration forms as shall be selected
by the Company, provided that such forms permit the disposition of the
Registrable Securities in accordance with BOCP's intended method or methods of
disposition as specified in its request for such registration. The Company shall
include in any such registration statement all information which BOCP shall
reasonably request. Where the Company is not eligible for use of Form S-3, BOCP
shall only be entitled to make a Demand Request with respect to a number of its
Registrable Securities which is equal to or greater than 50% of the maximum
number of Warrant Shares issuable upon exercise of the Warrant (assuming
exercised on the Closing Date with no restrictions on exercise).

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                  (c) Effective Registration Statement. A registration requested
pursuant to this Section 2 shall not be deemed to have been effected (i) unless
a registration statement with respect thereto has become effective under the
Securities Act, (ii) if such registration is not kept effective in accordance
with Section 4, (iii) if such registration becomes the subject of any stop
order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason other than an act or omission of
BOCP, or (iv) if any conditions to closing specified in the purchase agreement
or underwriting agreement entered into in connection with such registration are
not satisfied for any reason other than an act or omission of BOCP.

                  (d) Expenses. The Company shall pay all Registration Expenses
in connection with any registration requested pursuant to this Section 2. If a
request made under Section 2 is withdrawn by BOCP promptly following disclosure
to it of information concerning the Company that is materially and adversely
different from the information known to such Holder at the time such request was
made, the Company will pay any Registration Expenses in connection with such
request without reducing the number of registrations which the BOCP has a right
to request under Section 2 hereof. BOCP shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or other
disposition of its Registrable Securities.

                  (e) Underwritten Offerings. If a registration pursuant to this
Section 2 involves an underwritten offering, the underwriter or underwriters
thereof shall be selected by the Company. If requested by the underwriters for
any underwritten offering, the Company will enter into an underwriting agreement
with such underwriters, such agreement to be satisfactory in substance and form
to the Company and the underwriters and to contain such terms as are generally
prevailing in agreements of this type. BOCP shall not be required to make any
representations and warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
BOCP, BOCP's intended method of distribution, any other information provided by
BOCP for inclusion in the registration statement or prospectus and any other
representation required by law.

                  (f) Priority in Requested Registrations. If a requested
registration pursuant to this Section 2 involves an underwritten offering, and
the managing underwriter shall advise the Company in writing that, in its
opinion, the number of securities of any class requested to be included in such
registration exceeds the number which can be sold in (or during the time of)
such offering without delaying or jeopardizing the success of the offering
(including the price per share acceptable to BOCP), then the Company will
include in such registration (I) first, all of BOCP's Registrable Securities
that the Company is so advised can be sold in such offering, (ii) second, to the
extent permitted by the managing underwriter, securities to be registered by the
Company for its own account and/or by other holders of securities in such manner
and amounts as the Company shall determine.

         SECTION 3. "PIGGYBACK" REGISTRATION RIGHTS.

                  (a) Participation in Registration. If the Company at any time
proposes to register any securities under the Securities Act (other than by a
registration on Form S-4 or Form S-8 or any successor or similar form and other
than, with respect to BOCP, pursuant to Section

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2), whether or not for sale for its own account, it will each such time,
promptly give Notice to each Holder. Upon the written request of a Holder made
within 30 days after the receipt of any such Notice (which request shall specify
the Registrable Securities intended to be disposed of and the intended method of
disposition), such Holder shall have the right to participate in such
registration on the terms and conditions thereof. If, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such securities, the Company may, at its election, give
written notice of such determination to each Holder and, thereupon, (I) in the
case of a determination not to register, the Company shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay any Registration Expenses in
connection therewith), without prejudice, however, to the rights of BOCP to
request that such registration be effected as a registration under Section 2,
and (ii) in the case of a determination to delay registration, the Company shall
be permitted to delay registering any Registrable Securities for the same period
as the delay in registering such other securities. No registration effected
under this Section 3 shall relieve the Company of its obligation to effect any
registration under Section 2.

                  (b) Expenses. The Company will pay all Registration Expenses
in connection with each registration of Registrable Securities requested
pursuant to this Section 3. A Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or other
disposition of its Registrable Securities.

                  (c) Underwritten Offerings. If a registration pursuant to this
Section 3 involves an underwritten offering, the Company shall, if requested by
a Holder, arrange for such underwriters to include such Holder's Registrable
Securities among the securities to be distributed by such underwriters. In such
case, such Holder shall be a party to the underwriting agreement. A Holder shall
not be required to make any representations and warranties to or agreements with
the Company or the underwriters other than representations, warranties or
agreements regarding such Holder, such Holder's intended method of distribution,
any other information provided by such Holder for inclusion in the registration
statement or prospectus and any other representation required by law.

                  (d) Priority in Registrations. If a registration pursuant to
this Section 3 involves an underwritten offering, and the managing underwriter
shall advise the Company in writing that, in its opinion, the number of
securities of any class requested to be included in such registration exceeds
the number which can be sold in (or during the time of) such offering without
delaying or jeopardizing the success of the offering, then the Company will
include in such registration, to the extent to which the Company is advised can
be sold in such offering, securities as follows:

                           (i)      if such registration is for the account of
                                    the Company, first, all securities proposed
                                    by the Company to be sold for its own
                                    account, second, such Registrable Securities
                                    requested by a Holder to be included in such
                                    registration, and third, all other
                                    securities of the Company requested to be
                                    included in such registration in such amount
                                    and in such manner as the Company shall
                                    determine;

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                           (ii)     if such registration is not for the account
                                    of the Company, first, such Registrable
                                    Securities requested to be included in such
                                    registration and all other securities
                                    proposed to be sold by other holders shall
                                    be included in such registration pro rata on
                                    the basis of the number of shares so
                                    proposed to be sold, and second all
                                    securities proposed by the Company to be
                                    sold for its own account.

         SECTION 4. REGISTRATION PROCEDURES.

         If the Company is required to effect the registration of any
Registrable Securities as provided herein, the Company shall proceed in the
following manner:

                  (a) prepare and as expeditiously as possible file (and in any
event within 90 days of receipt of BOCP's request under Section 2) with the
Commission the registration statement to effect such registration and use its
best efforts to cause such Registration Statement to become effective;

                  (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement until the
earlier of (i) 90 days after the date such registration statement is declared
effective by the Commission, or (ii) such time as all Registrable Securities
have been disposed of in accordance with the intended methods of disposition by
each Holder;

                  (c) furnish to each Holder such number of prospectuses
(including preliminary prospectuses) and copies of each amendment and supplement
thereto and such other documents as such Holder may reasonably request in order
to facilitate the disposition of the Registrable Securities;

                  (d) use its best efforts to register or qualify all
Registrable Securities covered by such registration statement under the
securities or blue sky laws of such jurisdictions as a Holder shall reasonably
request, to keep such registration or qualification in effect for so long as
such registration statement remains in effect, and take any other action which
may be reasonably necessary or desirable to enable such Holder to consummate the
disposition of its Registrable Securities in such jurisdictions in accordance
with the intended method of disposition, provided, however, that the Company
shall not be required to qualify to do business, to consent to general service
of process, or to register as a broker or dealer in any such jurisdiction;

                  (e) enter into and perform its obligations under any
underwriting or placement agreement, and take all actions in connection
therewith in order to expedite or facilitate the disposition of the Registrable
Securities;

                  (f) notify each Holder in writing of (i) any stop order or the
commencement of any proceedings for that purpose, (ii) any suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
commencement of any proceedings for that purpose, or (iii) any notification
received by the Company regarding the necessity or desirability of filing any
supplement or amendment to the registration statement;

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                  (g) in any underwritten offering, furnish to the Holders (i)
an opinion of counsel for the Company, dated the effective date of such
registration statement, in form and substance as is customarily given to
underwriters, and (ii) a comfort letter, dated the effective date of such
registration statement, signed by the Company's independent public accountants
in form and substance as is customarily given to underwriters, in each case
addressed to the underwriters and the Holders;

                  (h) notify each Holder upon discovery of the happening of any
event as a result of which a prospectus included in such registration statement
includes an untrue statement of any material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, or any other
event that would cause the registration statement to no longer be current, and
at the request of a Holder, as soon as practicable, prepare, file and furnish to
such Holder a reasonable number of copies of a supplement or an amendment to
such prospectus which may be required on account of such event and use its
commercially reasonable efforts to cause such supplement or amendment to become
effective as soon as practicable;

                  (i) cause to be maintained a transfer agent for its securities
from and after a date not later than the effective date of such registration
statement;

                  (j) use its best efforts to list all Registrable Securities
covered by such registration statement on any securities exchange or interdealer
quotation system on which any of the Registrable Securities is then listed; and

                  (k) enter into such agreements and take such other actions as
a Holder shall reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities.

         The Company may require each Holder to furnish the Company such
information regarding itself and the distribution of its Registrable Securities
as the Company may from time to time reasonably request in writing.

         Upon receipt of any Notice from the Company of the happening of any
circumstance or event of the kind described in Section 4(h), each Holder shall
forthwith discontinue the disposition of Registrable Securities pursuant to the
registration statement until such Holder receives copies of the supplemented or
amended prospectus or other notification that such disposition may be resumed,
and, if so directed by the Company, will destroy all copies, other than
permanent file copies, then in each Holder's possession of the prospectus
relating to such Registrable Securities. The Company will use commercially
reasonable efforts to effect such amendment or supplement as promptly as
practicable.


         SECTION 5. INDEMNIFICATION.

                  (a) Indemnification by the Company. In the event of any
registration pursuant to Section 2 or 3, the Company will, and hereby does,
indemnify and hold harmless each Holder, its respective directors, partners,
members and officers, any underwriter acting on behalf of a Holder and each
other Person, if any, who controls any such Person within the meaning of the
Securities Act (collectively, "Holder Indemnified Persons"), against any losses,
claims, damages,

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expenses (including legal fees and expenses) or liabilities, joint or several,
to which any one of them may become subject under the Securities Act or
otherwise, provided however, that the Company shall not be so liable to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon (i) the Company's reliance upon written information furnished to
the Company by any Holder Indemnified Person for use in the registration
statement, (ii) any Holder Indemnified Person's failure to provide a copy of the
final prospectus, as the same may be then supplemented or amended, to the
purchaser at or prior to the written confirmation of the sale of Registrable
Securities, and (ii) any Holder Indemnified Person's delivery of a copy of a
registration statement or prospectus, or any amendments or supplements thereto,
with respect to which the Company has given Notice to a Holder pursuant to
Section 4(h) and the Holder Indemnified Person has not relied on such
registration statement or prospectus prior to the receipt of such Notice. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of a Holder or other Person and shall survive the transfer
of the Registrable Securities by a Holder.

                  (b) Indemnification by a Holder. In the event of any
registration pursuant to Section 2 or 3, each Holder will, and hereby does,
indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 5) the Company, each director and
officer of the Company and any underwriter acting on behalf of the Company and
each other Person, if any, who controls any such Person within the meaning of
the Securities Act (collectively, "Company Indemnified Persons"), against any
losses, claims, damages, expenses (including legal fees and expenses) or
liabilities, joint or several, to which any one of them may become subject under
the Securities Act or otherwise, to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon the Company's
reliance upon written information furnished to the Company by any Holder
Indemnified Person for use in the registration statement. Such indemnity shall
remain in full force and effect, regardless of any investigation made by or on
behalf of the Company or any other Company Indemnified Person and shall survive
the transfer of such Registrable Securities by a Holder. Notwithstanding the
foregoing, the maximum liability of a Holder for any indemnification under this
Section 5(b) shall be the aggregate net proceeds received by such Holder from
the sale of its Registrable Securities pursuant to such registration statement.

                  (c) Procedures for Claims. Promptly after receipt of notice of
the commencement of any action or proceeding involving a claim referred to in
this Section 5, an indemnified party will, if a claim in respect thereof is to
be made against an indemnifying party, give Notice to the indemnifying party of
the commencement of such action. Failure to give prompt Notice shall not relieve
the indemnifying party of its obligation under this Section 5, except to the
extent that the indemnifying party is actually prejudiced by such failure. The
indemnifying party shall be entitled to participate in and to assume the defense
of such action at its expense, jointly with any other indemnifying party, with
counsel reasonably satisfactory to the indemnified party, provided however, that
an indemnified party shall have the right to retain its own counsel, with fees
and expenses thereof to be paid by the indemnifying party, if in such
indemnified party's reasonable judgment an actual or potential conflict of
interest between such indemnified and indemnifying party may exist in respect of
such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof a release from all liability by the
plaintiff to the indemnified party. The amount paid or payable by an

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indemnifying party shall include any legal or other expenses reasonably incurred
by the indemnified party in connection with the investigation or defense of any
such action or claim.


         SECTION 6. RULE 144. If the Company shall have filed a registration
statement, the Company will file the reports required to be filed by it under
the Securities Act and the Securities Exchange Act and the rules and regulations
adopted by the Commission thereunder. The Company shall, upon the request of a
Holder, provide such Holder and any institutional investor designated by a
Holder such financial and other information as such Holder may reasonably
determine to be necessary in order to permit its compliance with Rule 144A under
the Securities Act in connection with the resale of any Registrable Securities,
except at such time as the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act.

         SECTION 7. COVENANTS. The Company covenants and agrees that (a) it will
not effect or permit to occur any combination or subdivision of its securities
which would adversely affect the ability of the Holders to include their
Registrable Securities in any registration contemplated herein or the
marketability of such Registrable Securities; and (b) it shall not participate
in or cooperate with any offering of its securities, either directly or
indirectly, by any shareholder of the Company under Regulation S of the
Securities Act.

         SECTION 8. TERMINATION OF REGISTRATION RIGHTS. The registration rights
granted pursuant to this Agreement shall terminate with respect to a Holder on
the earlier to occur of (i) such time as neither such Holder or any Affiliate of
such Holder owns Registrable Securities representing at least 1% of the
Outstanding Common Shares of the Company, or (ii) the seventh anniversary of the
Closing Date.

         SECTION 9. SPECIFIC PERFORMANCE. The Parties recognize and agree that
money damages may be insufficient to compensate a Holder for breaches by the
Company of terms hereof and, consequently, that the equitable remedy of specific
performance of the terms hereof will be available in the event of any such
breach.

         SECTION 10. MISCELLANEOUS. The provisions of Section 11 of the 1998
Purchase Agreement are applicable to this Agreement and are incorporated by
reference in this Agreement.

                           [SIGNATURE PAGE TO FOLLOW]

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         IN WITNESS WHEREOF, the Parties have caused this Amended and Restated
Registration Rights Agreement to be executed and delivered by their respective
officers thereunto duly authorized as of the date first above written.

COMPANY:                                 HOLDERS:
ATLANTIC PREMIUM BRANDS, LTD.            BANC ONE CAPITAL PARTNERS, LLC

                                       By: Banc One Capital Partners Holdings,
By:  /s/ MERRICK M. ELFMAN             Ltd., Manager
     ---------------------

Name: MERRICK M. ELFMAN                By: BOCP Holdings Corporation, Manager
      -----------------
Its: Chairman                          By:  /s/ JAMES J. HENSON
     --------                              ---------------------
                                       Name:  JAMES J. HENSON
                                              -----------------
                                       Its: Authorized Signatory



                                       STERLING BOCP, LLC

                                       By:  /s/ STEVEN M. TASLITZ
                                           ----------------------

                                       Name: STEVEN M. TASLITZ
                                             -----------------

                                       Its:  Manager
                                             -------