<PAGE>   1
                                                                    EXHIBIT 4.20

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
                    CONTINGENT COMMON STOCK PURCHASE WARRANT
                                       OF
                         BANC ONE CAPITAL PARTNERS, 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 Contingent Warrant...........................................................    2
                 2.1      Contingent Warrant Exercise Price............................................................    2
                 2.2      Contingent 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...............................................................................    3
                 3.1      Number of Warrant Shares.....................................................................    3
                 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........................................................................    7

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.............................................................................    8

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

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

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

Section 14.      Amendments............................................................................................    9
</TABLE>

                                       i
<PAGE>   3
                         CONTINGENT WARRANT CERTIFICATE


                                                      Dated as of April 13, 2001

           This certifies that, for value received, BANC ONE CAPITAL PARTNERS,
LLC (the "Holder"), is entitled to purchase from ATLANTIC PREMIUM BRANDS, LTD.,
a Delaware corporation (the "Company"), the number of shares of the Nonvoting
Common Stock of the Company specified in Section 3.1, 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 Contingent Warrant are referred to
collectively as the "Warrant Shares" and individually as a "Warrant Share."

           This Contingent Warrant is being issued by the Company in partial
replacement of the contingent warrant (the "Old Contingent Warrant") issued
pursuant to the Senior Subordinated Note and Warrant Purchase Agreement dated as
of March 20, 1998 by and between the Company, as seller, and the Holder, as
purchaser (as amended, the "Purchase Agreement"). Contemporaneously with the
issuance of this Warrant, the Company is also issuing, in partial replacement of
the Old Contingent Warrant, a contingent warrant to purchase up to 42,875 shares
of its Nonvoting Common Stock in the name of Sterling BOCP, LLC (the "Sterling
Contingent Warrant," and the current and any futures holder(s) of the Sterling
Contingent Warrant shall be referred to as the "Sterling Holder"). The issuance
of this Contingent Warrant and the Sterling Contingent Warrant together fully
replace the Old Contingent Warrant and upon their issuance the Old Contingent
Warrant shall be cancelled.

           THIS AGREEMENT, AS A PARTIAL REPLACEMENT OF THE OLD CONTINGENT
WARRANT, IS ONE OF THE "RELATED DOCUMENTS" REFERRED TO IN THE PURCHASE
AGREEMENT, AND CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS
PROVIDED IN SECTION 11.14 OF 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
Contingent 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 CONTINGENT WARRANT.

           2.1 CONTINGENT WARRANT EXERCISE PRICE. The purchase price per Warrant
Share payable by the Holder to the Company upon any exercise of this Contingent
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 Contingent 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 in
                      effect immediately prior to such adjustment multiplied by
                      a fraction, (A) the numerator of which is the original
                      number of Warrant Shares issuable upon exercise of this
                      Contingent Warrant as of the date of this Contingent
                      Warrant Share, and (B) the denominator of which is the
                      number of Warrant Shares issuable upon exercise of this
                      Contingent Warrant as of the date of any such adjustment;

           (ii)       In the event that, at any time prior to the fifth
                      anniversary date of the Closing Date, 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 of the
                      date hereof, (ii) the aggregate consideration received by
                      Company 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 Company 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 CONTINGENT WARRANT EXERCISE PERIOD. This Contingent Warrant shall
be exercisable in a single exercise at any time after the earlier to occur of
(i) a Put Trigger Event, and (ii) the fifth anniversary date of the Closing
Date, but on or before the Warrant Expiration Date.

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

                                       2
<PAGE>   5
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.

           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 Amended and Substituted Senior Subordinated
Note due March 31, 2005 in the principal amount of $5,850,000 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 Contingent Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Contingent 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 Contingent Warrant, and in any event within five (5)
Business Days thereafter, the Company will cause to be issued 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
Contingent Warrant if this Contingent 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 a new
Contingent 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 Share or to issue a
new Contingent 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.

           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 Contingent Warrant is
contingent upon the Equity Valuation of the Company determined as of the fifth
anniversary date of the Closing Date (or, if such date is earlier, the date upon
which this Warrant first becomes exercisable). Such number of Warrant Shares
shall be equal to the number of Warrant Shares set opposite Equity Valuation of
the Company as of such date in the following table; provided, however, that such
number of Warrant Shares is subject to adjustment as provided for in this
Section 3:

                                       3
<PAGE>   6
<TABLE>
<CAPTION>
                  EQUITY VALUATION                                    WARRANT SHARES
                  ----------------                                    --------------
<S>          <C>                                                      <C>
             $69,000,000 or less                                          385,878
             $69,000,001 to $74,000,000                                   341,053
             $74,000,001 to $80,000,000                                   252,916
             $80,000,001 to $90,000,000                                   166,738
             $90,000,001 to $100,000,000                                   82,453
             $100,000,001 or greater                                        0
</TABLE>

           As used in this Section, the term "Equity Valuation" is defined in
the Glossary of Defined Terms.

           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 shall be adjusted
immediately after the applicable record date with respect to such event. The
adjusted number of Warrant Shares shall be a number equal to the number of
Warrant Shares issuable upon exercise of this Contingent Warrant immediately
prior to such event multiplied by a fraction (i) the numerator of which is the
number of Fully Diluted Common Shares 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 Contingent Warrant (in lieu of the Warrant Shares), as
appropriate, the number of shares of stock, other securities or property to
which the Holder of a number of shares of Common Stock equal to the Number of
Warrant Shares then issuable upon the exercise of this Warrant at the date of
such event 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 any 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
Contingent Warrant in accordance with the essential intent and principles
hereof, then the Holder may request in writing within one hundred

                                       4
<PAGE>   7
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 Sterling 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 Contingent Warrant. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the Holder and shall make the
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 Contingent Warrant, each Contingent Warrant issued in exchange
or substitution for this Contingent Warrant, each Contingent Warrant issued upon
the registration of Transfer of this Contingent 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

                                       5
<PAGE>   8
                      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 for all
                      purposes of this Contingent 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 of 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 Contingent 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
Contingent 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.

                                       6
<PAGE>   9
           SECTION 7. DUE ORGANIZATION; NO VIOLATION.

           The Company shall at all times prior to 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.

           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 Contingent 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 Contingent Warrant has been properly Transferred, the Company
shall treat such transferee as the owner of this Contingent Warrant for all
purposes, notwithstanding any Notice to the contrary. Subject to the foregoing
provisions and to Section 4, this Contingent 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 hereof, the
Company shall register the Transfer of this Contingent Warrant permitted under
the terms hereof upon records to be maintained by the Company for that purpose
upon surrender of this Contingent 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 Contingent 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 Contingent Warrant and of an indemnification reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender of this Contingent Warrant or 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 Contingent Warrant or the
Warrant Shares.

                                       7
<PAGE>   10
           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 Contingent 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 a shares;

           (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 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 each may be amended from time to time.

           SECTION 12. NO RIGHTS AS STOCKHOLDER.

           Nothing contained in this Contingent Warrant shall be 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 Contingent Warrant,
the terms of this Contingent Warrant shall control.

                                       8
<PAGE>   11
           SECTION 14. AMENDMENTS.

           This Contingent Warrant shall 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. The Company and the Holder acknowledge that the
Sterling Holder shall have the right, in its sole discretion, to have the
changes made to this Contingent Warrant made to the Sterling Contingent Warrant.

                                       9
<PAGE>   12
                     [SIGNATURE PAGE TO CONTINGENT WARRANT]


                                               ATLANTIC PREMIUM BRANDS, LTD.


                                               By:     /s/ MERRICK M. ELFMAN
                                                   ----------------------------
                                                    MERRICK M. ELFMAN, Chairman
<PAGE>   13
                               NOTICE OF EXERCISE


           The undersigned hereby elects to exercise the Warrant evidenced by
this Warrant Certificate, and to purchase 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: _______________________________________
<PAGE>   14
Signature Guarantee


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>   15
                               FORM OF ASSIGNMENT


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

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