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EXHIBIT 10.19                                                             011698
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                  THE WARRANT REPRESENTED BY THIS CERTIFICATE AND ANY SHARES
THAT MAY BE ISSUED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS
SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF
THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE
COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY).

                                      
                           CIAO CUCINA CORPORATION


               Warrant for the Purchase of Shares of Common Stock

                             Dated: January 16, 1998

                  FOR VALUE RECEIVED, CIAO CUCINA CORPORATION (the
"Corporation"), an Ohio corporation, hereby certifies that Blue Chip Capital
Fund Limited Partnership or its assignee (the "Holder") is entitled to purchase
from the Corporation from and after the date hereof and on or before the fifth
anniversary of the date hereof (the "Termination Date"), a number of fully paid
and non-assessable shares of the Common Stock, no par value ("Common Stock") of
the Corporation equal to the number obtained by multiplying 200,000 by a
fraction, the numerator of which is the aggregate principal amount loaned by
Holder to the Corporation from time to time pursuant to the Note Purchase
Agreement and Promissory Note of even date herewith and the denominator of which
is $500,000, at a price of $1.35 per share. Hereinafter, (i) said Common Stock,
together with any other equity securities which may be issued by the Corporation
in addition thereto or in substitution therefor, is referred to as "Common
Stock", (ii) the shares of Common Stock purchasable hereunder are referred to as
the "Warrant Shares", (iii) the aggregate purchase price payable hereunder for
the Warrant Shares is referred to as the "Aggregate Warrant Price" and (iv) the
price payable hereunder for each of the Warrant Shares is referred to as the
"Per Share Warrant Price". The Per Share Warrant Price is subject to adjustment
as hereinafter provided.

                  1. EXERCISE OF WARRANT. From and after the date hereof and on
or before the Termination Date this Warrant may be exercised in whole or in part
by the Holder by the surrender of this Warrant (with the subscription form at
the end hereof duly executed) at the principal office of the Corporation,
together with proper payment of the Aggregate Warrant Price. Payment for Warrant
Shares shall be made by check payable to the order of the Corporation. Upon such
surrender of this Warrant the Corporation will issue a certificate or
certificates in the name of the

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EXHIBIT 10.19
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Holder for the largest number of whole shares of Common Stock to which the
Holder shall be entitled and, in lieu of any fractional share of Common Stock to
which the Holder shall be entitled, cash equal to the fair value of such
fractional share (determined in such manner as the Board of Directors of the
Corporation shall reasonably determine).

                  2. RESERVATION OF WARRANT SHARES. The Corporation will at all
times reserve and keep available, solely for issuance or delivery upon the
exercise of this Warrant, the shares of Common Stock and Other Securities (as
defined below) receivable upon the exercise of this Warrant, free and clear of
all restrictions on sale or transfer and free and clear of all pre-emptive
rights.

                  3. FULLY PAID STOCK; TAXES. The Corporation agrees that the
shares of Common Stock represented by each and every certificate for Warrant
Shares or Other Securities delivered on the exercise of this Warrant and payment
of the Aggregate Warrant Price shall, at the time of such delivery, be validly
issued and outstanding, fully paid and non-assessable. The Corporation further
covenants and agrees that it will pay, when due and payable, all federal and
state stamp, original issue or similar taxes, if any, which are payable in
respect of the issue of this Warrant and/or any Warrant Share or certificates
therefor but excluding any federal, state or local taxes based on the income of
the Holder.

                  4. ADJUSTMENTS OF PER SHARE WARRANT PRICE. (a) If after the
date hereof shares of the Common Stock are issued as a dividend or other
distribution on Common Stock, the Per Share Warrant Price in effect at the
opening of business on the business day next succeeding the date fixed for the
determination of the shareholders entitled to receive such dividend or other
distribution shall be decreased to the Per Share Warrant Price determined by
multiplying said Per Share Warrant Price so in effect by a fraction, the
numerator of which shall be the number of shares of Common Stock issued and
outstanding at the close of business on the date fixed for such determination
and the denominator of which shall be the sum of said number of shares issued
and outstanding at the close of business on the date fixed for such
determination and the number of shares constituting such dividend or other
distribution, such decrease becoming effective immediately after the opening of
business on the business day next succeeding the date fixed for such
determination.

                  (b) If after the date hereof outstanding shares of Common
Stock shall be subdivided into a greater number of shares or outstanding shares
shall be combined into a smaller number of shares, the Per Share Warrant Price
in effect at the opening of business on the business day next succeeding the day
upon which such subdivision or combination becomes effective shall be


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EXHIBIT 10.19
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decreased or increased, as the case may be, to the Per Share Warrant Price
determined by multiplying said Per Share Warrant Price so in effect by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately before such subdivision or combination becomes effective
and the denominator of which shall be the number of such shares outstanding at
the opening of business on the business day next succeeding the day upon which
such subdivision or combination becomes effective.

                  (c) If at any time after the date hereof the Corporation shall
issue shares of Common Stock (other than pursuant to any employee stock option
plan in effect on the date hereof) or securities convertible into Common Stock
or rights, options or warrants containing the right to subscribe for or purchase
shares of Common Stock for a price per share of Common Stock, in the case of
issuance of Common Stock, or for a price per share of Common Stock initially
deliverable upon conversion, exchange or exercise of such convertible securities
or rights, options or warrants (other than pursuant to any employee stock option
plan in effect on the date hereof) (including all consideration paid to acquire
such convertible securities or rights, options or warrants) (the "Issue Price")
less than the then current Per Share Warrant Price on the date (the "Record
Date") the Corporation fixed the offering, conversion, exchange or exercise
price of such shares, then the Per Share Warrant Price shall be adjusted by
multiplying it by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately prior to the Record Date plus the number
derived by dividing (x) the product of the number of shares of Common Stock to
be issued upon such offering, conversion, exchange or exercise and the Issue
Price by (y) the then current Per Share Warrant Price and the denominator of
which is the number of shares of Common Stock outstanding immediately prior to
the Record Date plus the number of shares of Common Stock to be issued upon such
offering, conversion, exchange or exercise. Such adjustment shall be made
whenever such shares, convertible securities, rights, options or warrants are
issued, and shall become effective immediately after the effective date of such
event, retroactive to the Record Date, if any, for such event.

                  (d) If after the date hereof the Corporation shall distribute
to all or substantially all holders of Common Stock either (i) evidences of
indebtedness or assets (excluding cash dividends or distributions) or (ii) any
other securities of the Corporation or any rights, warrants, options to
subscribe for, purchase or otherwise acquire securities of the Corporation (any
of which are referred to herein as "Other Securities"), then and in any such
case the Corporation shall either distribute such Other Securities to the Holder
of this Warrant or reserve for the benefit of the Holder of this Warrant such
amount of such Other Securities as the Holder of this Warrant would have owned
or been


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EXHIBIT 10.19
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entitled to receive immediately following such action had this Warrant been
exercised for shares of Common Stock immediately prior thereto. In addition, the
Corporation shall either distribute to, or reserve for the benefit of, the
Holder of this Warrant any principal, interest, dividends or other property
payable with respect to such Other Securities as and when such interest,
dividends or other property is distributed to the holders of Common Stock. If
such a reserve is made, as and when this Warrant is exercised, the Holder shall
be entitled to receive from the Corporation such Holder's share of such Other
Securities together with the principal, interest, dividends or other property
payable with respect thereto.

                  (e) Upon each adjustment of the Per Share Conversion Price
pursuant to this Section 4, the Holder shall thereafter (until another such
adjustment) be entitled to receive upon conversion hereof, at the adjusted Per
Share Warrant Price applicable at the date conversion rights hereunder are
exercised, the number of Warrant Shares, calculated to the nearest full share,
obtained by:

                                    (A) multiplying(1)the number of Warrant
                                     Shares deliverable upon exercise of this
                                     Warrant at the close of business on the
                                     business day next preceding the business
                                     day on which the Per Share Warrant Price is
                                     so adjusted by (2) the Per Share Warrant
                                     Price in effect at the close of business on
                                     such next preceding business day; and

                                    (B) by dividing (3) the Per Share Warrant
                                     Price as adjusted into (4) the amount
                                     determined pursuant to the foregoing clause
                                     (e)(A).

                  (f) Upon any adjustment of the Per Share Warrant Price the
Corporation shall promptly obtain a certificate of a firm of independent public
accountants of recognized standing selected by its Board of Directors (who may
be the regular auditors of the Corporation) setting forth the adjusted Per Share
Warrant Price and a brief statement of the facts accounting for such adjustment
and shall cause a brief summary thereof to be mailed to the Holder of this
Warrant.

                  (g) In case of any reclassification of Common Stock of the
Corporation, other than a subdivision or combination of the outstanding Common
Stock, or of any consolidation or merger to which the Corporation or any
subsidiary of the Corporation is a


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EXHIBIT 10.19
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party and for which approval of shareholders of the Corporation is required or
of the sale or transfer of all or substantially all of the assets of the
Corporation or of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, the Corporation shall cause to be mailed to the
Holder of this Warrant, at least 20 days prior to the applicable date
hereinafter specified, a notice stating the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

                  (h) If, on or prior to the Termination Date, the Corporation
shall consolidate with or merge into another corporation, or another corporation
shall merge into the Corporation in a merger in which shares of Common Stock are
converted into a right to receive cash, property or other securities, or the
Corporation shall sell or transfer all or substantially all of the assets of the
Corporation, the Corporation shall take such action so that the Holder will
thereafter receive upon the exercise hereof the securities or property to which
a holder of the number of shares of Common Stock then deliverable upon the
exercise of such Warrant would have been entitled to receive upon such
consolidation, merger, sale or transfer if such Warrant had been exercised in
full immediately prior to such transaction.

                  (i) All calculations under this Section 4 shall be made to the
nearest one-hundredth of a cent or to the nearest one thousandth of a share, as
the case may be. No adjustment shall be required unless such adjustment would
result in an increase or decrease of at least one (1%) percent of the Per Share
Warrant Price; provided, however, that any adjustments which by reason of this
paragraph (i) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.

                  (j) If at any time, as a result of an adjustment made pursuant
to paragraph (d) above, the Holder shall become entitled to purchase any Other
Securities, thereafter the number of such Other Securities purchasable upon
exercise of this Warrant and the price of the Other Securities shall be subject
to adjustment from time to time and in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to this Warrant
contained in paragraphs (a) through (i), inclusive above.

                  (k) Upon the expiration of any rights, options, warrants or
conversion of exchange privileges which caused an adjustment to the Per Share
Warrant Price to be made, if any thereof shall not have been exercised, the Per
Share Warrant


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EXHIBIT 10.19
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Price shall, upon such expiration, be readjusted and shall thereafter be such as
it would have been had it been originally adjusted (or had the original
adjustment not been required, as the case may be) as if (i) the only shares of
Common Stock so issued were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such rights, options, warrants or conversion or
exchange privileges and (ii) such shares of Common Stock, if any, were issued or
sold for the consideration actually received by the Corporation upon such
exercise plus the aggregate consideration, if any, actually received by the
Corporation for the issuance, sale or grant of all such rights, options,
warrants or conversion or exchange privileges, whether or not exercised;
provided further, that no such readjustment shall have the effect of decreasing
the Per Share Warrant Price by an amount in excess of the amount of the
adjustment initially made in respect to the issuance, sale or grant of such
rights, options, warrants or conversion or exchange privileges.

                  (l) Upon any exercise of this Warrant at a time when there are
dividends or distributions declared but unpaid (whether as to Common Stock or
Other Securities or other property payable with respect hereto) and as to which
the dividend date or other date fixed for payment has passed, then, (i) to the
fullest extent permitted by law, such unpaid dividends or distributions shall be
paid by the Corporation contemporaneously with the exercise of this Warrant, and
(ii) to the extent payment of such unpaid dividends or distributions is not
legally permitted, then the Per Share Warrant Price shall be further adjusted by
increasing the number of shares of Common Stock or Other Securities or property
issuable upon conversion to take into account the value of such unpaid dividends
or other distributions in determining the amount of Common Stock or Other
Securities to be issued upon exercise of this Warrant.

                  5. LIMITED TRANSFERABILITY. (a) This Warrant and the Warrant
Shares have not been registered under the Securities Act of 1933 and may be
transferred only pursuant to an effective registration thereunder or an
exemption from registration thereunder and in compliance with applicable state
securities laws. This Warrant may not be transferred if such transfer would
require any registration or qualification under, or cause the loss of exemption
from registration or qualification under, such Act or any applicable state
securities law with respect to the Warrants or the Warrant Shares. This Warrant
and any Warrant Shares shall bear an appropriate legend with respect to such
restrictions on transfer. This Warrant is transferable only upon the books which
the Corporation shall cause to be maintained for such purpose. Any assignment or
transfer may be made by surrendering this Warrant to the Corporation together
with the attached assignment form properly executed by the assignor or
transferor. Upon such surrender the Corporation will execute and deliver, in the
case of an assignment or transfer in whole, a new


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EXHIBIT 10.19
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Warrant in the name of the assignee or transferee or, in the case of an
assignment or transfer in part, a new Warrant in the name of the assignee or
transferee named in such instrument of assignment or transfer and a new Warrant
in the name of the assignor or transferor covering the number of Warrant Shares
in respect of which this Warrant shall not be assigned or transferred to the
assignee or transferee.

                  (b) The Corporation may treat the registered holder of this
Warrant as it appears on its books at any time as the Holder and the owner of
this Warrant for all purposes. The Corporation shall permit the Holder of this
Warrant or his duly authorized attorney, upon written request during ordinary
business hours, to inspect and copy or make extracts from its books showing the
Holders of Warrants. All Warrants will be dated the same date as this Warrant.

                  6. LOSS, ETC. OF WARRANT. Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity in form and amount reasonably satisfactory to the
Corporation, if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, and upon reimbursement of the Corporation's
reasonable incidental expenses, the Corporation shall execute and deliver to the
Holder a new Warrant of like date, tenor and denomination.

                  7. WARRANT HOLDER NOT A SHAREHOLDER. This Warrant does not
confer upon the Holder any right to vote or to consent or to receive notice as a
shareholder of the Corporation, as such, in respect of any matters whatsoever,
or any other rights or liabilities as a shareholder, prior to the exercise
hereof.

                  8. COMMUNICATION. No notice or other communication under this
Warrant shall be effective unless, but any notice or other communication shall
be effective and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to

                           (a) the Corporation at 700 
                      Walnut Street, Suite 300, Cincinnati, 
                      Ohio 45202, or such other address as 
                      the Corporation has designated in 
                      writing to the Holder, or

                           (b) the Holder at the address
                      shown on the Corporation's books as
                      described above.

                  9. HEADINGS. The headings of this Warrant have been inserted
as a matter of convenience, and shall not affect the construction hereof.


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EXHIBIT 10.19
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                  10. AMENDMENTS. This Warrant may be amended only by written
agreement of the Corporation and the Holder.

                  11. APPLICABLE LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed therein.

                  IN WITNESS WHEREOF, CIAO CUCINA CORPORATION has executed this
Warrant as of the date set forth on the first page hereof.

                                                     CIAO CUCINA CORPORATION


                                                By /s/ CATHERINE C. JETTER
                                                  ------------------------------
                                                   Executive Vice President/CFO



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EXHIBIT 10.19
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                                 SUBSCRIPTION


                  The undersigned, ____________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase
______ shares of Common Stock, no par value, of CIAO CUCINA CORPORATION covered
by said Warrant, and makes payment therefor in full at the price per share
provided by said Warrant.


Dated:                                    Signature
      ----------------                             -----------------------------
                                          Address
                                                 -------------------------------


                        --------------- N ---------------


                                   ASSIGNMENT


                  FOR VALUE RECEIVED ___________________ hereby sells, assigns
and transfers unto ______________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer said Warrant on the books of CIAO
CUCINA CORPORATION _________ hereby agrees to be bound by the terms of the
Warrant as defined therein.

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ciao2.war


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