EXHIBIT 4.9







	





     Exhibit
4.9 



THIS 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 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. 



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 362,226 shares (as adjusted from time
to time hereunder, the “Exercise Shares”), of Parent’s Common
Stock, $0.01 par value, at a price per share of $4.67 (as adjusted from time to time
hereunder, the “Exercise Price”). This Warrant is one of one or more
Warrants (collectively, the “Warrants”) originally 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, 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.  



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	 	     (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. 






	


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	 	     (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.  



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     Section
2. Adjustment of Number of Exercise Shares. In order to prevent dilution of the
rights granted under this Warrant, the number of Exercise Shares shall be subject to
adjustment from time to time as provided in this Section 2.  



     2A. Adjustment
of Number of Exercise 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 2Bis 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 Exercise Shares 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 2Aor 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 Exercise Shares of Certain Events. For purposes of determining the adjusted
Exercise Shares of Common Stock under paragraph 2Aabove, 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 Exercise 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
Exercise Shares in effect at the time of such change will be readjusted to the Exercise
Shares which 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 Exercise 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. 






	


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	 	     (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 Exercise Shares then in
effect will be adjusted to the Exercise Shares which 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 Exercise 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 Exercise
Shares shall be reduced by 3,880 shares, as such amount may be adjusted to reflect
adjustments to the number of Exercise Shares effected pursuant to this Section 2 prior to
the date of such expiration. 






	


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     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 Exercise 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 Exercise Shares
in effect immediately prior to such combination will be proportionately decreased.  



     2D. Reorganization,
Reclassification, Consolidation, Merger or Sale. 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
Exercise 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.  



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     2E. Notices. 










	 	     (i)
Promptly upon any adjustment of the Exercise 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 Exercise
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.  



     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.  



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



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     “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
Shares” 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.  



     “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.  



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



     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.  



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     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 any 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.  



[remainder of page
intentionally left blank; signature page follows] 



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     IN
WITNESS WHEREOF, Parent has caused this 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 Warrant (Certificate
No. W-__), hereby agrees to subscribe for the purchase of ______ shares
of the Common Stock covered by such Warrant and makes payment herewith in full therefor
at the price per share provided by such Warrant.  



|_| Check Box for Net Issue Exercise 










			

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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 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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