<PAGE>

                                                                   EXHIBIT 10.12

                              GB FOODS CORPORATION

                               WARRANT AGREEMENT


     THIS WARRANT AGREEMENT dated as of May 1, 1995, is entered into by and
among GB FOODS CORPORATION, a Delaware corporation, (the "Company"), and
McGRATH, NORTH, MULLIN & KRATZ, P.C., a Nebraska Professional Corporation (the
"Purchaser").

     The Company proposes to issue to the Purchaser warrants as hereinafter
described (the "Warrants") to purchase up to an aggregate of ONE MILLION
(1,000,000) shares, subject to adjustment as provided in Section 8 hereof (such
1,000,000 shares, as adjusted, being hereinafter referred to as the "Shares") of
the Company's Common Stock, par value $0.08 (the "Common Stock"), each Warrant
entitling the holder ("Holder") thereof to purchase one share of Common Stock.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth and for other good and valuable consideration, the parties
hereto agree as follows:

1.   ISSUANCE OF WARRANTS:  FORM OF WARRANT. On the date hereof (the "Closing
     --------------------------------------
Date"), the Company hereby issues, sells and delivers the Warrants to the
Purchaser for an aggregate price One Hundred Dollars ($100.00).  The form of the
Warrant and of the form of election to purchase Shares to be attached thereto
shall be substantially as set forth on the attachments hereto entitled "Warrant
Certificate."  The Warrants shall be executed on behalf of the Company by the
manual or facsimile signature of the then present Chairman or Co-Chairman,
President or any Vice President of the Company, under its corporate seal,
affixed or in facsimile, and attested by the manual or facsimile signature of
the present or any future Secretary or Assistant Secretary of the Company.

2.   REGISTRATION.  The Warrants shall be numbered and shall be registered in a
     ------------
Warrant register (the "Warrant Register").  Subject to the provisions of Section
3, the Company shall be entitled to treat the registered holder of any Warrant
on the Warrant Register as the owner in fact thereof for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person, and shall not be liable for any
registration of transfer of Warrants which are registered or are to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration of transfer, or with such knowledge of
such facts that its participation therein amounts to bad faith.  The Warrants
shall be registered initially in the name of the Purchaser.

3.   WARRANTS TRANSFERABILITY LIMITED.  The Warrants are expressly hereby made
     --------------------------------
non-transferable and shall not be sold, transferred, assigned or hypothecated,
in part or in whole, except upon the liquidation and dissolution of the
Purchaser or the prior written consent of the Company.  Any permitted transfer
will be allowed only upon delivery of the Warrant Certificate duly endorsed by
the Holder or by his duly authorized attorney or representative, or accompanied
by proper evidence of succession, assignment or authority to transfer and
contingent upon approval by the Board of Directors of the Company.  Such
permitted transfer, of the Warrants shall be effective as of the date of such
endorsement or other proper evidence.  In all cases of transfer by an attorney,
the original power of attorney, duly approved, or an official copy thereof, duly
certified, shall be deposited with the Company.  Such permitted transfer of the
Warrants shall be effective as of the date of such endorsement or other proper
evidence.  In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified, shall be
deposited with the Company.  In case of transfer by executors, administrators,
guardians or other legal representatives, duly authenticated evidence of their
authority shall be produced, and may be required to be deposited with the
Company in its discretion.  Upon any registration of transfer, the Company shall
deliver a

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new Warrant or Warrants to the person entitled thereto.  The Warrants may be
exchanged at the option of the Holder thereof for other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of Common Stock upon surrender to the Company
or its duly authorized agent.  The Company may require payment of the sum
sufficient to cover all applicable taxes and other governmental charges that may
be imposed in connection with any voluntary transfer, exchange or other
disposition of the Warrants.  Notwithstanding the foregoing, the Company shall
have no obligation to cause Warrants to be transferred on its books to any
person, if such transfer would violate the registration provisions of Securities
Act of 1933, as amended (the "Act"), unless an exemption under the Act is
available therefor.

4.   TERM OF WARRANTS; EXERCISE OF WARRANTS.
     --------------------------------------

     (a) Subject to Paragraph 4(d) below, each Warrant entitles the registered
     owner thereof to purchase one Share at a purchase price of Seven Dollars
     ($7.00) per Share (as adjusted from time to time pursuant to the provisions
     hereof, the "Exercise Price") at any time or from time to time the date of
     this Agreement until 5:00 p.m., California time, May 1, 2005 (the "Warrant
     Expiration Date").  The Exercise Price and the Shares issuable upon
     exercise of Warrants are subject to adjustment upon the occurrence of
     certain events, pursuant to the provisions of Section 8 of this Agreement.
     Subject to the provisions of the Agreement, the Purchaser or a permitted
     Holder shall have the right, which may be exercised as set forth in such
     Warrants, to purchase from the Company and the Company shall issue and sell
     to the Purchaser or such Holder the number of fully paid and nonassessable
     Shares of Common Stock specified in such Warrants, upon surrender to the
     Company, or its duly authorized agent, of such Warrants, with the form of
     election to purchase attached thereto duly completed and signed, and upon
     payment to the Company of the Exercise Price, as adjusted in accordance
     with the provisions of Section 8 of this Agreement, for the number of
     Shares in respect of which such Warrants are then exercised.

     (b) The Purchase Price may be paid (i) in cash or by cashier's check
     payable to the Company, (ii) by the surrender of Warrants owned by the
     Purchaser or a permitted Holder having a Warrant Value (as defined below)
     on the date of exercise equal to the Purchase Price, (iii) by the surrender
     of shares of the Company's Common Stock in good form for transfer, owned by
     the Holder and having a Fair Market Value (as defined below) on the date of
     exercise equal to the Purchase Price, or (iv) any combination of the
     foregoing.  The term "Warrant Value" shall mean the difference between the
     Exercise Price per share and the Fair Market Value (as defined below) per
     share multiplied by the number of Warrants being surrendered.  The term
     "Fair Market Value" shall mean the average over the previous five (5)
     trading days of the reported high and low sales price on the Nasdaq Small
     Cap Market, the Nasdaq National Market System, or such other national
     securities exchange on which the Company's shares may be traded, or if not
     trading on the Nasdaq Small Cap Market, the Nasdaq National Market System,
     or a national securities exchange, the average of the closing bid and asked
     prices in the over-the-counter market as furnished by any New York Stock
     Exchange member firm selected from time to time by the Company for that
     purpose.

     (c) No adjustment shall be made for any dividends on any Shares issuable
     upon exercise of a Warrant.  Upon each surrender of Warrants and payment of
     the Exercise Price as aforesaid, the Company shall issue and cause to be
     delivered with all reasonable dispatch to or upon the written order of the
     Purchaser or the permitted Holder of such Warrants and in such name or
     names as the Purchaser or such Holder may designate, a certificate or
     certificates for the number of full Shares so purchased upon the exercise
     of such Warrants, together with cash, as

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     provided in Section 9 of this Agreement, in respect of any fractional
     Shares otherwise issuable upon such surrender. Such certificate or
     certificates shall be deemed to have been issued and any person so
     designated to be named therein shall be deemed to have become a holder of
     record of such Shares as of the date of the surrender of Warrants and
     payment of the Exercise Price as aforesaid; provided, however, that if, at
                                                 --------- --------
     the date of surrender of such Warrants and payment of such Exercise Price,
     the transfer books for the Common Stock or other class of securities
     issuable upon the exercise of such Warrants shall be closed, the
     certificates for the Shares shall be issuable as of the date on which such
     books shall next be opened (whether before, on or after the Warrant
     Expiration Date) and until such date the Company shall be under no duty to
     deliver any certificate for such Shares; provided, further, however, that
                                              --------- -------- --------
     the transfer books of record, unless otherwise required by law, shall not
     be closed at any one time for a period longer than five (5) days. The
     rights of purchase represented by the Warrants shall be exercisable, at the
     election of the Holder(s) thereof, either in full or from time to time in
     part and, in the event that any Warrant is exercised in respect of less
     than all of the Shares issuable upon such exercise at any time prior to the
     Warrant Expiration Date, a new Warrant or Warrants will be issued for the
     remaining number of Shares specified in the Warrant so surrendered.

     (d) Notwithstanding any provision contained in this Agreement to the
     contrary, the Warrants shall become immediately exercisable upon the
     occurrence of any of the following events:

         (i)      The public announcement of any Organic Change (as defined in
                  Paragraph (g) at Section 8 hereinbelow);

         (ii)     The exercise of any warrants for stock of the Company, which
                  exercise is made by the Chairman and Chief Executive Officer
                  of the Company;

         (iii)    The written consent of the Chairman and Chief Executive
                  Officer of the Company; or

         (iv)     The termination of the Company's employment of William M.
                  Theisen, or his failure for any reason to serve as Chairman
                  and Chief Executive Officer of the Company.

5.   PAYMENT OF TAXES.  The Company will pay all documentary stamp taxes, if
     ----------------
any, attributable to the issuance of Shares upon the exercise of Warrants;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable solely in respect of any transfer involved in the
issue or delivery of any certificates for Shares in a name other than that of
the Purchaser or a permitted Holder of Warrants in respect of which such Shares
are issued.

6.   MUTILATED OR MISSING WARRANTS.  In case any of the Warrants shall be
     -----------------------------
mutilated, lost, stolen or destroyed, the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right of interest, but only
upon receipt of evidence reasonably satisfactory to the Company of such
mutilation, loss, theft or destruction of such Warrant and indemnity, if
requested, reasonably satisfactory to the Company.  An applicant for such
substitute Warrants shall also comply with such other reasonable regulations and
pay such other reasonable charges and expenses as the Company may prescribe.

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7.   RESERVATION OF SHARES, ETC.  There have been reserved, and the Company
     ---------------------------
shall at all times keep reserved, out of the authorized and unissued Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by the outstanding Warrants.  American
Securities Transfer, Incorporated, transfer agent for the Common Stock (the
"Transfer Agent"), and every subsequent transfer agent, if any, for the
Company's securities issuable upon the exercise of the Warrants will be
irrevocably authorized and directed at all times until the Warrant Expiration
Date to reserve such number of authorized and unissued shares as shall be
required for such purpose.  The Company will keep a copy of this Agreement on
file with the Transfer Agent and with every subsequent transfer agent for any
shares of the Company's securities issuable upon the exercise of the Warrants.
The Company will supply the Transfer Agent or any subsequent transfer agent with
duly executed certificates for such purpose and will itself provide or otherwise
make available any cash which may be distributable as provided in Section 9 of
this Agreement.  All Warrants surrendered in the exercise of the rights thereby
evidenced shall be canceled, and such canceled Warrants shall constitute
sufficient evidence of the number of Shares that have been issued upon the
exercise of such Warrants.  No shares of Common Stock shall be subject to
reservation in respect of unexercised Warrants subsequent to the Warrant
Expiration Date.

8.   ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF SHARES.  The Exercise Price and
     --------------------------------------------------
the number and kind of securities issuable upon exercise of each Warrant shall
be subject to adjustment from time to time upon the happening of certain events,
as follows:

     (a) In case the Company shall (i) declare a dividend on its Common Stock in
     shares of Common Stock or make a distribution in shares of Common Stock
     (other than an issuance of Common Stock for valuable consideration), (ii)
     subdivide its outstanding shares of Common Stock, (iii) combine its
     outstanding shares of Common Stock in to a smaller number of shares of
     Common Stock or (iv) issue by reclassification of its shares of Common
     Stock other securities of the Company (including any such reclassification
     in connection with the consolidation or merger in which the Company is the
     continuing corporation), the number of Shares purchasable upon exercise of
     each Warrant immediately prior thereto shall be adjusted so that the
     Purchaser and any permitted Holder of each Warrant shall be entitled to
     receive the kind and number of Shares or other securities of the Company
     which he would have owned or have been entitled to receive after the
     happening of any of the events described above, had such Warrant been
     exercised immediately prior to the happening of such event or any record
     date with respect thereto.  An adjustment made pursuant to this paragraph
     (a) shall become effective immediately after the effective date of such
     event retroactive to immediately after the record date, if any, for such
     event.

     (b) No adjustment in the number of Shares purchasable hereunder shall be
     required unless such adjustment would require an increase or decrease of at
     least one percent (1%) in the number of Shares purchasable upon the
     exercise of each Warrant; provided, however, that any adjustments which by
     reason of this paragraph (e) are not required to be made shall be carried
     forward and taken into account in any subsequent adjustment but not later
     than five (5) years after the happening of the specified event or events.
     All calculations shall be made to the nearest one thousandth of a share.

     (c) Whenever the number of Shares purchasable upon the exercise of each
     Warrant is adjusted, as herein provided, the Exercise Price shall be
     adjusted by multiplying the Exercise Price in effect immediately prior to
     such adjustment by a fraction, of which the numerator shall be the number
     of Shares purchasable upon the exercise of each Warrant immediately prior
     to

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     such adjustment, and of which the denominator shall be the number of Shares
     so purchasable immediately thereafter.

     (d) For the purpose of this Section 8, the term "shares of Common Stock"
     shall mean (i) the class of stock designated as the Common Stock of the
     Company at the date of this Agreement or (ii) any other class of stock
     resulting from successive changes or reclassifications of such shares
     consisting solely of changes in par value, or from no par value to par
     value, or from par value to no par value.

     (e) Whenever the number of Shares issuable upon the exercise of each
     Warrant or the Exercise price of such Shares is adjusted, as herein
     provided, the Company shall promptly mail by first class mail, postage
     prepaid, to the Purchaser and/or each permitted Holder notice of such
     adjustment or adjustments.  The Company shall retain a firm of independent
     public accountants (who may be the regular accountants employed by the
     Company) to make any computation required by this Section 8 and shall cause
     such accountants to prepare a certificate setting forth the number of
     Shares issuable upon the exercise of each Warrant and the Exercise Price of
     such Shares after such adjustment, setting forth  a brief statement of the
     facts requiring such adjustment and setting forth the computation by which
     such adjustment was made.  Such certificate shall be conclusive as to the
     correctness of such adjustment and the Purchaser and/or each permitted
     Holder shall have the right to inspect such certificate during reasonable
     business hours.

     (f) Except as provided in this Section 8, no adjustment in respect of any
     dividends shall be made during the term of a Warrant or upon the exercise
     of a Warrant.

     (g) If any capital reorganization, recapitalization or reclassification of
     the capital stock of the Company, or consolidation or merger of the Company
     with another corporation, or the sale of all or substantially all of the
     Company's assets to another person or entity, or any other transaction
     (collectively, an "Organic Change") shall be effected in such a way that
     holders of shares of Common Stock shall be entitled to receive stock,
     securities or assets with respect to or in exchange for shares of Common
     Stock (such stock, securities or assets being hereinafter referred to as
     "substitute property"), then, as a condition of such Organic Change, lawful
     and adequate provision shall be made whereby the Purchaser and the
     permitted Holder shall thereafter have the right to purchase and receive
     upon the basis and upon the terms and conditions specified herein and in
     lieu of the shares of Common Stock immediately theretofore purchasable and
     receivable upon the exercise of the Warrants, such substituted property as
     may be issued or payable with respect to or in exchange for a number of
     outstanding shares of Common Stock equal to the number of shares of Common
     Stock immediately theretofore purchasable and receivable upon the exercise
     of the Warrants had such Organic Change not taken place.  Further, in any
     such case appropriate provision shall be made with respect to the rights
     and interests of the Purchaser and the permitted Holder to the end that the
     provision hereof (including without limitation provisions for adjustments
     of the Exercise Price and of the number of shares purchasable and
     receivable upon the exercise of the Warrants) shall thereafter be
     applicable, as nearly as may be, in relation to any substituted property
     thereafter purchasable and receivable upon the exercise of the Warrants.
     The Company shall not effect any such Organic Change, unless prior to the
     consummation thereof the successor entity (if other than the Company)
     resulting from such consolidation or merger or the corporation purchasing
     the assets shall assume by written instrument approved by the board of
     directors of the Company the obligation to deliver to the Holders such
     substituted property as, in accordance with the foregoing provisions, the
     Holders may be entitled to purchase and receive.

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     (h) Notwithstanding any adjustment in the Exercise Price or the number or
     kind of shares purchasable upon the exercise of the Warrants pursuant to
     this Agreement, certificates for Warrants issued prior or subsequent to
     such adjustment may continue to express the same price and number and kind
     of Shares as are initially issuable pursuant to this Agreement.

9.   FRACTIONAL INTERESTS.  The Company shall not be required to issue fractions
     --------------------
of Shares on the exercise of Warrants.  If more than one Warrant shall be
presented for exercise in full at the same time by the Purchaser or the same
permitted Holder, the number of Shares which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of Shares
issuable on exercise of the Warrants so presented.  If any fraction of a Share
would, except for the provisions of this Section 9, be issuable on the exercise
of any Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the current market
price per share of Common Stock (determined as provided in Section 8(d) of this
Agreement) on the date of exercise.

10.  REGISTRATION RIGHTS.
     -------------------

     (a) DEMAND REGISTRATION RIGHTS.  The Company covenants and agrees with the
         --------------------------
     Purchaser and any other or subsequent Holders of the Registrable Securities
     (as defined in paragraph (e) of this Section 10) that, upon written request
     of the then Holder(s) of at least a majority of the Registrable Securities
     under Warrants which were originally issued to the Purchaser, the Company
     will file, from time to time as requested, as promptly as practicable and,
     in any event, within ninety (90) days after receipt of such written
     request, at the sole expense to the Purchaser and/or any other or
     subsequent Holders of the Registrable Securities, a registration statement
     (the "Registration Statement"), under the Act, registering or qualifying
     the Registrable Securities for sale.  The Company will use its best
     efforts, through its officers, directors, auditors and counsel in all
     matters necessary or advisable, to file and cause to become effective such
     Registration Statement as promptly as practicable and of a period of two
     (2) years thereafter to reflect in the Registration Statement financial
     statements which are prepared in accordance with Section 10(a)(3) of the
     Act and any facts or event arising that, individually, or in the aggregate,
     represent a fundamental and/or material change in the information set forth
     in the Registration Statement to enable the Purchaser or any permitted
     Holders of the Warrants to, subject to Section 4, exercise such Warrants
     and sell Shares, or to enable any holders of Shares to sell such Shares,
     during said two-year period.  The Holders may sell the Registrable
     Securities pursuant to the Registration Statement without exercising the
     Warrants.

     (b) PIGGYBACK REGISTRATION RIGHTS.  The Company covenants and agrees with
         -----------------------------
     the Purchaser and any subsequent Holders of the Registrable Securities that
     if, at any time after the Warrants become exercisable, it proposes to file
     a Registration Statement with respect to any class of equity or equity-
     related security under the Act in a primary registration on behalf of the
     Company and/or in a secondary registration on behalf of holders of such
     securities and the registration form to be used may be used for
     registration of the Registrable Securities, the Company will give prompt
     written notice to the Holders of Registrable Securities (regardless of
     whether some of the Holders shall have theretofore availed themselves of
     the right provided in Section 10(a) of this Agreement) at the addresses
     appearing on the records of the Company of its intention to file a
     registration statement and will offer to include in such registration
     statement to the maximum extent possible, subject to paragraphs (i) and
     (ii) of this paragraph (b), such number of Registrable Securities with
     respect to which the Company has received written requests for inclusion
     therein within ten (10) business days after the Holder(s) receive

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     notice from the Company. All registrations requested pursuant to this
     paragraph (b) are referred to herein as "Piggyback Registrations". This
     paragraph is not applicable to a registration statement filed by the
     Company with the Commission on Forms S-4 or S-8 or any successor forms
     thereto.

          (i) PRIORITY ON PRIMARY REGISTRATIONS.  If a Piggyback Registration
              ---------------------------------
          includes an underwritten primary registration on behalf of such
          Company and the underwriter(s) for such offering determines in good
          faith and advises the Company in writing that in its/their opinion the
          number of Registrable Securities requested to be included in such
          registration exceeds the number that can be sold in such offering
          without materially adversely affecting the distribution of such
          securities by the Company, the Company will include in such
          registration (A) first, the securities that the Company proposed to
          sell and (B) second, the Registrable Securities requested to be
          included in  such registration, apportioned pro rata among the Holders
          of Registrable Securities and (C) third, securities of the holders of
          other securities requesting registration.


          (ii) PRIORITY ON SECONDARY REGISTRATIONS.  If a Piggyback Registration
               -----------------------------------
          consists only of an underwritten secondary registration on behalf of
          holders of securities of the Company (other than pursuant to Section
          10(a)), and the underwriter(s) for such offering advises the Company
          in writing that in its/their opinion the number of Registrable
          Securities requested to be included in such registration exceeds the
          number which can be sold in such offering without materially adversely
          affecting the distribution of such securities by the Company, the
          Company will include in such registration (A) first, the securities
          requested to be included therein by the holders requesting such
          registration and the Registrable Securities requested to be included
          in such registration, pro rata among all such holders on the basis of
          the number of shares requested to be included by each such holder and
          (B) second, other securities requested to be included in such
          registration.

     (c) OTHER REGISTRATION RIGHTS.  In addition to the rights above provided,
         -------------------------
     the Company will cooperate with the then Holders of the Registrable
     Securities in preparing and signing any registration statement, in addition
     to the registration statements discussed above, required in order to sell
     or transfer the Registrable Securities and will supply all information
     required therefor, but such additional registration statement, shall be at
     the then Holders' cost and expense; provided, however, that if the Company
                                         --------  -------
     elects to register or qualify additional shares of Common Stock, the cost
     and expense of such registration statement will be pro rated between the
     Company and the Holders of the Registrable Securities according to the
     aggregate sales price of the securities being issued.

     (d) All registration expenses (as hereinafter defined) in connection with a
     Demand or Piggyback Registration shall be borne by the Company and all
     selling expenses (as hereinafter defined) in connection with a Demand or
     Piggyback Registration shall be borne by the Holders.  The term
     "registration expenses" shall mean all expenses, except selling expenses,
     incurred by the Company in complying with the registration rights granted
     in this Section 11, including all registration, qualification, and filing
     expenses; printing expenses; escrow fees; fees and disbursements of counsel
     for the Company, blue sky fees and expenses; and fees and disbursements of
     the Company's independent auditors.  The term "selling expenses" shall mean
     all underwriting discounts and selling commissions, if any, applicable to
     the Registrable Securities and expenses of counsel for the Holders.  All
     selling expenses shall be borne by the

                                  Page 7 of 9
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     Holders in an amount equal to their pro rata share of the Registrable
     Securities included in the Registration Statement.

     (e) For purposes of this Section 10, (i) the term "Holder" shall be holders
     of Shares, and (ii) the term "Registrable Securities" shall mean the
     Shares, if issued.

11.  VOTING RIGHTS.  Nothing contained in this Agreement or in any of the
     -------------
Warrants shall be construed as conferring upon the Holders thereof the right to
vote or to receive dividends or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the
Company or any other matter, or any rights whatsoever as shareholders of the
Company.

12.  NOTICES.
     -------

     (a) Any notice pursuant to this Agreement to be given or made by the Holder
     of any Warrant and/or the holder of any Share to or on the Company shall be
     sufficiently given or made if sent by first-class mail, postage prepaid,
     addressed as follows or to such other address as the Company may designate
     by notice given in accordance with this Section 12, to the Purchaser and
     any permitted Holders of Warrants and/or the holders of Shares:

                    GB FOODS CORPORATION
                    23 Corporate Plaza, Suite 240
                    Newport Beach, California 92660
                    Attention:  Corporate Secretary

     Notices or demands authorized by this Agreement to be given or made by the
     Company to or on the Purchaser and any permitted Holder of any Warrant
     and/or the holder of any share shall be sufficiently given or made (except
     as otherwise provided in this Agreement) if sent by first-class mail,
     postage prepaid, addressed to the Purchaser or such Holder or such holder
     of Shares at the address of the Purchaser or such Holder or such holder of
     Shares as shown on the Warrant Register or the books of the Company, as the
     case may be.

     (b) If at any time prior to the expiration of the Warrants and their
     exercise, any of the following events shall occur:

          (i) the Company shall take a record of the holders of its shares of
          Common Stock for the purpose of entitling them to receive a dividend
          or distribution payable otherwise than in cash, or a cash dividend or
          distribution payable otherwise than out of current or retained
          earnings, as indicated by the accounting treatment of such dividend or
          distribution on the books of the Company; or

          (ii) the Company shall offer to all the holders of its Common Stock
          any additional shares of capital stock of the Company or securities
          convertible into or exchangeable for shares of capital stock of the
          Company, or any option, right or warrant to subscribe therefore; or

          (iii) a dissolution, liquidation or winding-up of the Company (other
          than in connection with a consolidation or merger) or a sale of all or
          substantially all of its property, assets and business as an entirety
          shall be proposed; or

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          (iv) there shall be any capital reorganization or reclassification of
          the capital stock of the Company, or consolidation or merger of the
          Company with another entity;

     then, in any one or more of said events, the Company shall give written
     notice of such event at least twenty (20) days prior to the date fixed as a
     record date or the date of closing the transfer books for the determination
     of the stockholders entitled to such dividend, distribution, convertible or
     exchangeable securities or subscription rights, options or warrants, or
     entitled to vote on such proposed dissolution, liquidation, winding up or
     sale.  Such notice shall specify such record date or the date of closing
     the transfer books, as the case may be.  Failure to give such notice or any
     defect therein shall not affect the validity of any action taken in
     connection with the declaration or payment of any such divided or
     distribution, or the issuance of any convertible or exchangeable securities
     or subscription rights, options or warrants, or any proposed dissolution,
     liquidation, winding-up or sale.

13.  GOVERNING LAW.  This Agreement and each Warrant issued hereunder shall be
     -------------
governed by and construed in accordance with the substantive laws of the State
of Delaware.  The Company hereby agrees to accept service of process by notice
given to it pursuant to the provisions of Section 12.

14.  COUNTERPARTS.  This Agreement may be executed in any number of
     ------------
counterparts, each of which so executed shall be deemed to be an original; but
such counterparts together shall constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day, month and year first above written.

                              GB FOODS CORPORATION

                              By:  /s/ William M. Theisen
                                  -------------------------------------
                              Its: President
                                   ------------------------------------

                              MCGRATH, NORTH, MULLIN & KRATZ, P.C.


                              By:  /s/ Bruce C. Rohde
                                  -------------------------------------
                              Its: President
                                   ------------------------------------

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