EXHIBIT 4.10







	





     Exhibit
4.10 



     THIS
CONDITIONAL WARRANT WAS ISSUED ON DECEMBER 21, 2001 AND SUCH ISSUANCE WAS
NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF
THIS CONDITIONAL WARRANT AND THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF IS
SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE NOTE AND EQUITY PURCHASE
AGREEMENT, DATED AS OF DECEMBER 21, 2001 (AS AMENDED FROM TIME TO
TIME, THE “PURCHASE AGREEMENT”), BY AND AMONG THE ISSUER
HEREOF, MIDDLEBY MARSHALL INC., THE PURCHASERS NAMED THEREIN, AND AMERICAN
CAPITAL FINANCIAL SERVICES, INC., AS AGENT FOR THE PURCHASERS AND THE ISSUER
HEREOF RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH
CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN
REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE ISSUER HEREOF TO THE
HOLDER HEREOF WITHOUT CHARGE. 










CONDITIONAL WARRANT 


	Date of Issuance: December 21, 2001	Certificate No. W-__






	


     FOR
VALUE RECEIVED, THE MIDDLEBY CORPORATION, a Delaware corporation (the
“Parent”), hereby grants to AMERICAN CAPITAL STRATEGIES, LTD.,
or its registered assigns (the “Registered Holder”) the right
to purchase from Parent the number of shares (as adjusted from time to time
hereunder, the “Conditional Shares”) of Parent’s Common
Stock, $0.01 par value (“Common Stock”) set forth in paragraph
1D, at a price per share equal to $4.67 per share (as adjusted from time to time
hereunder, the “Exercise Price”). This Conditional Warrant is
one of one or more Warrants (collectively, the “Warrants”)
issued by Parent to certain investors on December 21, 2001 in
connection with the purchase of one or more Notes (as defined in the Purchase
Agreement). Certain capitalized terms used herein are defined in Section 4
hereof. Certain capitalized terms used and not defined herein are defined in the
Purchase Agreement. The amount and kind of securities purchasable pursuant to
the rights granted hereunder and the purchase price for such securities are
subject to adjustment pursuant to the provisions contained in this Warrant. 



     This
Warrant is subject to the following provisions: 



     Section
1. Exercise of Warrant. 



     1A.
Exercise Period. The Registered Holder may exercise, in whole or in part
(but not as to a fractional share of Common Stock), the purchase rights
represented by this Warrant at any time and from time to time after the
Determination Date to and including the date that is the tenth (10th)
anniversary of the original date of issuance (the “Exercise
Period”). Parent will give the Registered Holder written notice at
least 30 days but not more than 90 days prior to the expiration of the Exercise
Period. 













	












	 	     (i)
Exercise Procedure. This Warrant will be deemed to have been exercised when Parent
has received all of the following items (the “Exercise Time”):






	 	     (a)
a completed Exercise Agreement, as described in paragraph 1B executed by the Registered
Holder exercising all or part of the purchase rights represented by this Warrant;






	 	     (b)
this Warrant;






	 	     (c)
if this Warrant is not registered in the name of the initial Registered Holder, an
Assignment or Assignments in the form set forth in Exhibit II hereto evidencing the
assignment of this Warrant to the Registered Holder, in which case the initial Registered
Holder will have complied with the provisions set forth in Section 7 hereof; and 






	 	     (d)
payment of an amount equal to the product of the Exercise Price multiplied by the number
of shares of Common Stock being purchased upon such exercise (the “Aggregate
Exercise Price”) in the form of, at the Registered Holder’s option, (1) a
check payable to Parent, (2) a wire transfer of funds to an account designated by Parent,
or (3) cancellation of any debt and/or accrued but unpaid interest owed by Parent to the
Registered Holder; provided, however, that the Registered Holder may
exercise this Warrant in whole or in part by the surrender of this Warrant to Parent,
with a duly executed Exercise Agreement marked to reflect “Net Issue Exercise“and
specifying the number of shares of Common Stock to be purchased and upon such Net Issue
Exercise, the Registered Holder shall be entitled to pay the exercise price for Common
Stock purchased hereunder by cancellation of shares of Common Stock to be purchased
hereunder, valued at Fair Market Value less the Exercise Price thereof. 






	 	     (ii)
Certificates for shares of Common Stock purchased upon exercise of this Warrant will be
delivered by Parent to the Registered Holder within ten (10) days after the date of the
Exercise Time. Unless this Warrant has expired or all of the purchase rights represented
hereby have been exercised, Parent will prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant that have not
expired or been exercised and will, within such ten-day period, deliver such new Warrant
to the Person designated for delivery in the Exercise Agreement. 






	 	     (iii)
The Common Stock issuable upon the exercise of this Warrant will be deemed to have been
issued to the Registered Holder at the Exercise Time, and the Registered Holder will be
deemed for all purposes to have become the record holder of such Common Stock at the
Exercise Time. 






	 	     (iv)
The issuance of certificates for shares of Common Stock upon exercise of this Warrant
will be made without charge to the Registered Holder for any issuance tax in respect
thereof or other cost incurred by Parent in connection with such exercise and the related
issuance of shares of Common Stock. Each share of Common Stock issuable upon exercise of
this Warrant will, upon payment of the Exercise Price therefor, be fully paid and
nonassessable and free from all liens and charges with respect to the issuance thereof. 






	 	     (v)
Parent will not close its books against the transfer of this Warrant or of any share of
Common Stock issued or issuable upon the exercise of this Warrant in any manner that
interferes with the timely exercise of this Warrant. Parent will from time to time take
all such action as may be necessary to assure that the par value per share of the
unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to
or less than the Exercise Price then in effect. 









	












	 	     (vi)
Parent shall assist and cooperate with any Registered Holder required to make any
governmental filings or obtain any governmental approvals prior to or in connection with
any exercise of this Warrant (including, without limitation, making any filings required
to be made by Parent). 






	 	     (vii)
Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant
is to be made in connection with a public offering or sale of Parent, the exercise of any
portion of this Warrant may, at the election of the holder hereof, be conditioned upon
the consummation of the public offering or sale of Parent in which case such exercise
shall not be deemed to be effective until the consummation of such transaction. 






	 	     (viii)
Parent shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of issuance upon the exercise of the
Warrants such number of shares of Common Stock issuable upon the exercise of all
outstanding Warrants. All shares of Common Stock that are so issuable shall, when issued,
be duly and validly issued, fully paid and nonassessable and free from all taxes, liens
and charges, except those that may be created by the Registered Holder. Parent shall use
its best efforts to assure that all such shares of Common Stock may be so issued without
violation of any applicable law or governmental regulation or any requirements of any
domestic securities exchange upon which shares of Common Stock may be listed (except for
official notice of issuance which shall be immediately delivered by Parent upon each such
issuance). 






	


     1B.
Exercise Agreement. Upon any exercise of this Warrant, the Exercise
Agreement will be substantially in the form set forth in Exhibit I
hereto, except that if the shares of Common Stock are not to be issued in the
name of the Person in whose name this Warrant is registered, the Exercise
Agreement will also state the name of the Person to whom the certificates for
the shares of Common Stock are to be issued, and if the number of shares of
Common Stock to be issued does not include all the shares of Common Stock
purchasable hereunder, it will also state the name of the Person to whom a new
Warrant for the unexercised portion of the rights hereunder is to be delivered.
Such Exercise Agreement will be dated the actual date of execution thereof. 



     1C.
Fractional Shares. If a fractional share of Common Stock would, but for
the provisions of paragraph 1A, be issuable upon exercise of the rights
represented by this Warrant, Parent will, within ten (10) days after the date of
the Exercise Time, deliver to the Registered Holder a check payable to the
Registered Holder in lieu of such fractional share in an amount equal to the
difference between the Fair Market Value of such fractional share as of the date
of the Exercise Time and the Exercise Price of such fractional share. 













	





     1D. Determination
of Conditional Shares. 










	 	     (i)
The number of Conditional Shares shall be determined as of the earlier to occur (the
“Determination Date”) of (A) the payment in full of the Notes in
accordance with the terms of the Purchase Agreement and (B) September 14, 2006. 






	 	     (ii)
On the Determination Date, the IRR received with respect to the Notes and Warrants,
assuming that the Warrants are exercisable into 5.5% of the issued and outstanding Common
Stock of Parent on a fully diluted basis at the time of Closing (the “Securities”),
shall be determined in accordance with Section 13.18 of the Purchase Agreement. In
the event that the Registered Holder’s IRR with respect to the Securities is less
than 18%, the number of Conditional Shares shall be equal to (A) the sum of 181,113
shares (such number of shares, the “Stage 1 Conditional Shares”) plus
the lesser of (1) the number of shares of Common Stock that would result in the
Registered Holder realizing an IRR of 18% on its investment in Securities or (2)
263,987 shares (such number of shares, the “Stage 2 Conditional Shares”),
multiplied by (B) the Warrant Fraction. 






	 	     (iii)
In the event that the Registered Holder’s IRR with respect to the Securities is
greater than or equal to 18% and less than or equal to 25%, the number of Conditional
Shares shall be equal to (A) 181,113 shares (such number of shares, the “Stage 3 Conditional
Shares”) multiplied by (B) the Warrant Fraction. 






	 	     (iv)
In the event that the Registered Holder’s IRR with respect to the Securities is
greater than 25%, the number of Conditional Shares shall be equal to (A) the lesser of
(1) the number of shares of Common Stock required for the Registered Holder to realize an
IRR of 25% or (2) 181,113 (such number of shares, the “Stage 4 Conditional
Shares”) multiplied by (B) the Warrant Fraction. 






	 	     (v)
For purposes of this Warrant, the determination of IRR and the number of Conditional
Shares, as required by this paragraph 1D, shall be made in accordance with this paragraph 1D
and Section 13.18 of the Purchase Agreement. 






	 	     (vi)
In the event that the number of Conditional Shares shall be zero (0) (or less than
zero) as of the Determination Date, this Conditional Warrant will immediately expire. 






	 	     (vii)
For purposes of this paragraph 1D, the Registered Holder of this Warrant shall be
deemed to have purchased and own (A) the Imputed Notes and (B) the Imputed Primary
Warrants. 






	


     Section
2. Adjustment of Number of Conditional Shares. In order to prevent
dilution of the rights granted under this Warrant, the number of Stage 1
Conditional Shares, Stage 2 Conditional Shares, Stage 3 Conditional Shares and
Stage 4 Conditional Shares (if such adjustment is to occur on or before the
Determination Date) or the number of Conditional Shares (if such adjustment is
to occur after the Determination Date) shall be subject to adjustment from time
to time as provided in this Section 2. 













	





     2A.
Adjustment of Number of Conditional Shares upon Issuance of Shares of Common
Stock or Stock Equivalents. If and whenever on or after the Closing Date,
Parent issues or sells, or in accordance with paragraph 2B is deemed to have
issued or sold, any shares of Common Stock for a consideration per share of
Common Stock less than the Fair Market Value per share of Common Stock at the
time of such issue or sale (not including the issuance of shares of Common Stock
pursuant to exercise of the Warrants), then forthwith upon such issue or sale,
the Stage 1 Conditional Shares, Stage 2 Conditional Shares, Stage 3 Conditional
Shares, Stage 4 Conditional Shares or Conditional Shares, as applicable, will be
increased by multiplying such number by a fraction, (A) the numerator of
which is the Fair Market Value per share of Common Stock at the time of such
issue or sale and (B) the denominator of which is the amount determined by
dividing (a) the sum of (1) the product derived by multiplying the
Fair Market Value per share of Common Stock at the time of such issue or sale
times the number of shares of Common Stock outstanding on a Fully Diluted Basis
immediately prior to such issue or sale, plus (2) the aggregate
consideration, if any, received by Parent upon such issue or sale, by (b) the
number of shares of Common Stock outstanding on a Fully Diluted Basis
immediately after such issue or sale; provided, however, that
notwithstanding any other provision of this paragraph 2A or of paragraph 2B, no
adjustment shall be made for the issuance of shares of Common Stock upon
exercise of any Warrant issued in the name of the Registered Holder. 



     2B.
Effect on Conditional Shares of Certain Events. For purposes of
determining the adjusted Stage 1 Conditional Shares, Stage 2 Conditional Shares,
Stage 3 Conditional Shares, Stage 4 Conditional Shares or Conditional Shares of
Common Stock under paragraph 2A, the following will be applicable: 










	 	     (i)
Issuance of Stock Equivalents. If Parent in any manner grants or issues Stock
Equivalents (other than options to acquire Common Stock constituting, in the aggregate,
two percent (2%) or less of the outstanding Common Stock (assuming the exercise in full
of all options and warrants to acquire Common Stock then outstanding) issued or reserved
for issuance to present and future directors, officers, employees and consultants of
Parent pursuant to incentive programs) and the lowest price per share of Common Stock for
which any one share of Common Stock of Parent or analogous economic right is issuable
upon the exercise of any such Stock Equivalent is less than the Fair Market Value at the
time of the granting or issuing of such Stock Equivalent, then such shares of Common
Stock will be deemed to have been issued and sold by Parent for such price per share of
Common Stock. For purposes of this paragraph, the “lowest price per share of Common
Stock for which any one share of Common Stock or analogous economic right is issuable“will
be equal to the sum of the lowest amounts of consideration (if any) received or
receivable by Parent with respect to any one (1) share of Common Stock or analogous
economic right upon the exercise of the Stock Equivalent (whether by conversion, exchange
or otherwise) or other similar indication of the price per share of Common Stock as of
the time of granting (such as the floor value for stock appreciation rights). No further
adjustment of the Stage 1 Conditional Shares, Stage 2 Conditional Shares, Stage 3
Conditional Shares, Stage 4 Conditional Shares or Conditional Shares will be made upon
the actual issue of such shares of Common Stock or upon the exercise of any rights under
the Stock Equivalents. 






	 	     (ii)
Change in Option Price or Conversion Rate. If the purchase price provided for in
any Stock Equivalent, the additional consideration, if any, payable upon the issue,
conversion or exchange of any Stock Equivalent, or the rate at which any Stock Equivalent
is convertible into or exchangeable for shares of Common Stock changes at any time, the
Stage 1 Conditional Shares, Stage 2 Conditional Shares, Stage 3 Conditional Shares, Stage
4 Conditional Shares or Conditional Shares in effect at the time of such change will be
readjusted to the Stage 1 Conditional Shares, Stage 2 Conditional Shares, Stage 3
Conditional Shares, Stage 4 Conditional Shares or Conditional Shares that would have been
in effect at such time had such Stock Equivalent still outstanding provided for such
changed purchase price, additional consideration or changed conversion rate, as the case
may be, at the time initially granted, issued or sold; provided that if such
adjustment would result in a decrease in the Stage 1 Conditional Shares, Stage 2
Conditional Shares, Stage 3 Conditional Shares, Stage 4 Conditional Shares or Conditional
Shares then in effect, such adjustment will not be effective until after written notice
thereof has been given by Parent to all Registered Holders of the Warrants. 









	












	 	     (iii)
Treatment of Expired and Unexercised Stock Equivalents. Upon the expiration of any
Stock Equivalent or the termination of any right to convert or exchange any Stock
Equivalent without the exercise of such Stock Equivalent, the Stage 1 Conditional Shares,
Stage 2 Conditional Shares, Stage 3 Conditional Shares, Stage 4 Conditional Shares or
Conditional Shares then in effect will be adjusted to the Stage 1 Conditional Shares,
Stage 2 Conditional Shares, Stage 3 Conditional Shares, Stage 4 Conditional Shares or
Conditional Shares that would have been in effect at the time of such expiration or
termination had such Stock Equivalent, to the extent outstanding immediately prior to
such expiration or termination, never been issued; provided that if such expiration
or termination would result in a decrease in the Stage 1 Conditional Shares, Stage 2
Conditional Shares, Stage 3 Conditional Shares, Stage 4 Conditional Shares or Conditional
Shares then in effect, such decrease shall not be effective until after written notice
thereof has been given to all Registered Holders of the Warrants. 






	 	     (iv)
Calculation of Consideration Received. If any shares of Common Stock or Stock
Equivalents are issued or sold or deemed to have been issued or sold for cash, the
consideration received therefor will be deemed to be the net amount received by Parent.
In case any shares of Common Stock or Stock Equivalents are issued or sold for a
consideration other than cash, the amount of the consideration other than cash received
by Parent will be the Fair Market Value of such consideration. In case any shares of
Common Stock or Stock Equivalents are issued to the owners of the non-surviving entity in
connection with any merger in which Parent is the surviving entity, the amount of
consideration therefor will be deemed to be the Fair Market Value of such portion of the
net assets and business of the non-surviving entity as is attributable to such shares of
Common Stock or Stock Equivalents, as the case may be. 






	 	     (v)
Integrated Transactions. In case any Stock Equivalent is issued in connection with
the issue or sale of other securities of Parent, together comprising one integrated
transaction in which no specific consideration is allocated to such Stock Equivalent by
the parties thereto, the Stock Equivalent will be deemed to have been issued without
consideration. 






	 	     (vi)
Record Date. If Parent takes a record of the holders of Common Stock for the
purpose of entitling them (A) to receive a dividend or other distribution payable in
Common Stock, or Stock Equivalents or (B) to subscribe for or purchase Common Stock or
Stock Equivalents, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may be. 









	












	 	     (vii)
Former CEO Option Expiration. Upon Agent’s (as defined in the Purchase
Agreement) receipt of a certificate of an authorized officer of Parent certifying to
Agent that the Former CEO Options have expired, unexercised, the number of Stage 1
Conditional Shares, Stage 3 Conditional Shares and Stage 4 Conditional Shares shall each
be reduced by 1,940 shares and the number of Stage 2 Conditional Shares shall be reduced
by 2,828 shares, in each case, as such number of shares may be adjusted to reflect
adjustments to the number of Stage 1 Conditional Shares, Stage 2 Conditional Shares,
Stage 3 Conditional Shares, Stage 4 Conditional Shares or Conditional Shares effected
pursuant to this Section 2 prior to the date of such expiration. 






	


     2C.
Subdivision or Combination of Common Stock. If Parent at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Conditional Shares in effect immediately prior to such
subdivision will be proportionately increased. If Parent at any time combines
(by reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Conditional Shares
in effect immediately prior to such combination will be proportionately
decreased. 



     2D.
Reorganization, Reclassification, Consolidation, Merger or Sale of
Assets. Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of Parent’s assets
to another Person or other transaction that is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as “Organic
Change”. Prior to the consummation of any Organic Change, Parent will
make appropriate provision (as determined by the Board of Directors, but in form
and substance reasonably satisfactory to the Registered Holders of the Warrants
representing a majority of the Common Stock obtainable upon exercise of all
Warrants then outstanding) to insure that each of the Registered Holders of the
Warrants will thereafter have the right to acquire and receive in lieu of or
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the exercise of such holder’s
Warrant, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon exercise of such
holder’s Warrant had such Organic Change not taken place. In any such case,
Parent will make appropriate provision (in form and substance reasonably
satisfactory to the Registered Holders of the Warrants representing a majority
of the Common Stock obtainable upon exercise of all Warrants then outstanding)
with respect to such holder’s rights and interests to insure that the
provisions of this Section 2 and Sections 3 and 4 hereof will thereafter be
applicable to the Warrants (including, in the case of any such consolidation,
merger or sale in which the successor entity or purchasing entity is other than
Parent, an immediate adjustment of the Exercise Price to the value for the
Common Stock reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of Conditional Shares, if the
value so reflected is less than the Exercise Price in effect immediately prior
to such consolidation, merger or sale). Parent will not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity (if other than Parent) resulting from consolidation or merger
or the corporation purchasing such assets assumes by written instrument (in form
and substance reasonably satisfactory to the Registered Holders of Warrants
representing a majority of the Common Stock obtainable upon exercise of all of
the Warrants then outstanding), the obligation to deliver to each such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire. 













	





     2E. Notices. 










	 	     (i)
Promptly upon any adjustment of the Conditional Shares, Parent will give written notice
thereof to the Registered Holder, setting forth in reasonable detail and certifying the
calculation of such adjustment. 






	 	     (ii)
Parent will give written notice to the Registered Holder at least 20 days prior to the
date on which Parent closes its books or takes a record (A) with respect to any dividend
or distribution upon the Common Stock, (B) with respect to any pro rata subscription
offer to holders of Common Stock or (C) for determining rights to vote with respect to
any Organic Change, dissolution or liquidation. 






	 	     (iii)
Parent will also give written notice to the Registered Holders at least 20 days prior to
the date on which any Organic Change, dissolution or liquidation will take place. 






	


     Section
3. Dividends. 



     3A.
In the event that, during the term of the Warrants, Parent pays any cash
dividend or makes any cash distribution to any holder of Common Stock each
Registered Holder shall be entitled to receive in respect of its Warrant a
dilution fee in cash (the “Dilution Fee”) on the date of
payment of such dividend or distribution, which Dilution Fee shall be equal to
the difference between (a) the product of (i) the highest amount per share
paid to holders of Common Stock times (ii) the number of Conditional Shares
to which the Holder is then entitled. No such dividend or distribution shall be
paid unless the Holders shall have received advance written notice thereof at
least ten (10) days prior to the record date. 



     3B.
If Parent declares or pays a dividend upon the Common Stock payable otherwise
than in cash out of earnings or earned surplus (determined in accordance with
generally accepted accounting principles, consistently applied) except for a
stock dividend payable in shares of Common Stock (a “Liquidating
Dividend”), then Parent will pay to the Registered Holder of this
Warrant at the time of payment thereof the Liquidating Dividend which would have
been paid to such Registered Holder on the Common Stock had this Warrant been
fully exercised immediately prior to the date on which a record is taken for
such Liquidating Dividend, or, if no record is taken, the date as of which the
record holders of Common Stock entitled to such dividends are to be determined. 



     3C.
Notwithstanding anything in this Section 3 to the contrary, the amounts payable
pursuant to this Section 3 shall not be due and payable until the Determination
Date. On the Determination Date, Parent shall pay to the Registered Holder an
amount equal to the amount to which the Registered Holder would have been
entitled under paragraphs 3A and 3B above had the Conditional Shares been
determined as of the date of the payment of each such dividend, if any. 













	





     Section
4. Definitions. The following terms have meanings set forth below: 



     “Aggregate
Exercise Price” shall have the meaning set forth in paragraph 1A. 



     “Common
Stock” shall mean Parent’s common stock, par value $.01 per share,
and, except for purposes of the shares obtainable upon exercise of this Warrant,
any capital stock of any class of Parent hereafter authorized that is not
limited to a fixed sum or percentage of par or stated value in respect to the
rights of the holders thereof to participate in dividends or in the distribution
of assets upon any liquidation, dissolution or winding up of Parent. 



     “Conditional
Shares” shall have the meaning set forth in the introductory paragraph
hereof. 



     “Conditional
Warrants” shall mean Warrants issued pursuant to, and in the form of
Exhibit B-2 of, the Purchase Agreement. 



     “Determination
Date” shall have the meaning set forth in paragraph 1D hereof. 



     “Dilution
Fee” shall have the meaning set forth in paragraph 3A. 



     “Exercise Period”
shall have the meaning set forth in paragraph 1A. 



     “Exercise
Price” shall have the meaning set forth in the introductory paragraph
hereof. 



     “Exercise
Time” shall have the meaning set forth in paragraph 1A. 



     “Fair
Market Value” shall have the meaning set forth in the Purchase
Agreement. 



     “Former
CEO Options” shall mean the options issued to Mr. David Riley to
acquire, in the aggregate, 100,000 shares of Common Stock. 



     “Fully
Diluted Basis” shall mean, at any given time, the number of shares of
Common Stock actually outstanding at such time, plus the number of Stock
Equivalents then outstanding (including Warrants), regardless of their exercise
price or its equivalent. 



     “Imputed
Notes” shall mean Notes with a principal amount equal to the maximum
amount of Notes sold under the Purchase Agreement multiplied by the Warrant
Fraction. 



     “Imputed
Primary Warrants” shall mean Primary Warrants in the aggregate amount
sold or issued under the Purchase Agreement multiplied by the Warrant Fraction. 



     “IRR”
shall have the meaning set forth in the Purchase Agreement. 



     “Liquidating
Dividend” shall have the meaning set forth in paragraph 3B. 



     “Organic
Change” shall have the meaning set forth in paragraph 2D. 



     “Parent”
shall have the meaning set forth in the introductory paragraph hereof. 













	





     “Person” shall
mean an individual, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof. 



     “Primary
Warrants” shall mean all Warrants, other than any Conditional Warrants,
issued pursuant to the Purchase Agreement. 



     “Registered
Holder” shall have the meaning set forth in the introductory paragraph
hereof. 



     “Securities”
shall have the meaning set forth in paragraph 1D hereof. 



     “Stage
1 Conditional Shares” shall have the meaning set forth in paragraph 1D
hereof. 



     “Stage
2 Conditional Shares” shall have the meaning set forth in paragraph 1D
hereof. 



     “Stage
3 Conditional Shares” shall have the meaning set forth in paragraph 1D
hereof. 



     “Stock
Equivalents” shall mean any option, warrant, right or similar security
or claim exercisable into, exchangeable for, or convertible to shares of Common
Stock or the economic equivalent value of shares of Common Stock (including, by
way of illustration, stock appreciation rights). 



     “Warrants”
shall have the meaning set forth in the introductory paragraph hereof. 



     “Warrant
Fraction” shall mean a fraction, the numerator of which is the number
of Conditional Shares (as of the Date of Determination) for which this Warrant
may be exercised and the denominator of which is the aggregate Conditional
Shares (as of the Date of Determination) for all Conditional Warrants that have
been sold or issued under the Purchase Agreement (as of the Date of
Determination). 



     Section
5. No Voting Rights; Limitations of Liability. This Warrant will not
entitle the holder hereof to any voting rights or other rights as a stockholder
of Parent. No provision hereof, in the absence of affirmative action by the
Registered Holder to purchase Common Stock, and no enumeration herein of the
rights or privileges of the Registered Holder shall give rise to any liability
of such holder for the Exercise Price of Common Stock acquirable by exercise
hereof or as a stockholder of Parent. 



     Section
6. Warrant Transferable. Subject to the transfer conditions referred to
in the legend endorsed hereon, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Registered Holder, upon
surrender of this Warrant with a properly executed Assignment (in the form of
Exhibit II hereto) at the principal office of Parent. 



     Section
7. Warrant Exchangeable for Different Denominations. This Warrant is
exchangeable, upon the surrender hereof by the Registered Holder at the
principal office of Parent, for new Warrants of like tenor representing in the
aggregate the purchase rights hereunder, and each of such new Warrants will
represent such portion of such rights as is designated by the Registered Holder
at the time of such surrender. The date Parent initially issues this Warrant
will be deemed to be the “Date of Issuance” hereof regardless
of the number of times new certificates representing the unexplored and
unexercised rights formerly represented by this Warrant shall be issued. All
Warrants representing portions of the rights hereunder are referred to herein as
the “Warrants”. 













	





     Section
8. Replacement. Upon receipt of evidence reasonably satisfactory to
Parent (an affidavit of the Registered Holder will be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing this Warrant, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to Parent (provided that if
the Registered Holder is a financial institution or other institutional investor
its own agreement will be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, Parent will (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind representing
the same rights represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate. 



     Section
9. Notices. Except as otherwise expressly provided herein, all notices
referred to in this Warrant will be in writing and will be delivered personally,
sent by reputable express courier service (charges prepaid) or sent by
registered or certified mail, return receipt requested, postage prepaid and will
be deemed to have been given when so delivered, one (1) Business Day after being
so sent or three Business Days after being so deposited in the U.S. Mail
(i) to Parent, at its principal executive offices and (ii) to the
Registered Holder of this Warrant, at such holder’s address as it appears
in the records of Parent (unless otherwise indicated by such holder). 



     Section
10. Amendment and Waiver. Except as otherwise provided herein, the
provisions of the Warrants may be amended and Parent may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if Parent has obtained the written consent of the Registered Holders of
Warrants representing a majority of the shares of Common Stock obtainable upon
exercise of the Warrants; provided that no such action may change the
Exercise Price of the Warrants or the number of shares or class of stock
obtainable upon exercise of each Warrant without the written consent of the
Registered Holders of Warrants representing at least 60% of the shares of Common
Stock obtainable upon exercise of all the Warrants then outstanding. 



     Section
11. Descriptive Headings; Governing Law. The descriptive headings of the
several Sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The construction, validity
and interpretation of this Warrant will be governed by the internal law, and not
the conflicts law, of the State of Illinois. 



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intentionally left blank; signature page follows] 













	





     IN
WITNESS WHEREOF, Parent has caused this Conditional Warrant to be signed and attested by
its duly authorized officers under its corporate seal and to be dated the Date of
Issuance hereof. 










			THE MIDDLEBY CORPORATION,
a Delaware corporation




By: /s/

     ——————————————

     David B. Baker
     Vice President and Chief Financial Officer









	





EXHIBIT I



EXERCISE
AGREEMENT



     To: 



     Dated: 



     The
undersigned, pursuant to the provisions set forth in the attached Conditional Warrant
(Certificate No. W-__), hereby agrees to subscribe for the
purchase of ______ shares of
the Common Stock covered by such Conditional Warrant and makes payment herewith in full
therefor at the price per share provided by such Conditional Warrant.  



|_| Check Box for Net Issue Exercise 











			

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By:

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Name: 

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Title:

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Address:

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EXHIBIT II



ASSIGNMENT



     FOR
VALUE RECEIVED, _______________ hereby sells, assigns, and transfers all of the
rights of the undersigned under the attached Conditional Warrant (Certificate
No. W-__) with respect to the number of shares of the Common Stock covered
thereby set forth below, unto: 










	Names of Assignee	Address	No. of Shares









			

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By:

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Name: 

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Title:

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Address:

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