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     THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES LAWS AND
     NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD,
     TRANSFERRED,  PLEDGED OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN
     EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT OR SUCH LAWS OR AN
     EXEMPTION FROM  REGISTRATION  UNDER SUCH ACT AND SUCH LAWS,  WHICH, IN
     THE OPINION OF COUNSEL FOR THE HOLDER,  WHICH  COUNSEL AND OPINION ARE
     REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

NO. W-__                 VOID AFTER DECEMBER 31, 2000              __,___ Shares


           WARRANT CERTIFICATE TO PURCHASE SHARES OF COMMON STOCK

                                     of

                WILLIAM GREENBERG JR. DESSERTS & CAFES, INC.

THIS CERTIFIES THAT, FOR VALUE RECEIVED

          ____________________,  or registered assigns (the "Registered Holder")
is the owner of the number of Common Stock  Purchase  Warrants (the  "Warrants")
specified  above.  Each  Warrant  initially  entitles the  Registered  Holder to
purchase,  subject to the terms and conditions set forth in this Certificate and
the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable
share of Common Stock,  $.001 par value,  of William  Greenberg  Jr.  Desserts &
Cafes,  Inc., a New York corporation  (the "Company"),  at any time from January
23, 1997, and prior to the  Expiration  Date (as  hereinafter  defined) upon the
presentation  and surrender of this Warrant  Certificate  with the  Subscription
Form on the  reverse  hereof  duly  executed,  at the  corporate  office  of the
Company,  accompanied by payment of $2.50,  subject to adjustment (the "Purchase
Price"),  in lawful  money of the  United  States of America in cash or by check
made payable to the Company.

          This  Warrant  Certificate  and each  Warrant  represented  hereby are
issued  pursuant to and are subject in all respects to the terms and  conditions
set  forth in the  Warrant  Agreement  (the  "Warrant  Agreement"),  dated as of
January 23, 1997, by and between the Company and the holder thereof.


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          In the event of  certain  contingencies  provided  for in the  Warrant
Agreement,  the Purchase  Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant  represented hereby are subject to
modification or adjustment.

          Each Warrant  represented  hereby is  exercisable at the option of the
Registered  Holder,  but no fractional  interests will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant  Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant  Certificates of like tenor for the
balance of such Warrants.

          The term "Expiration  Date" shall mean at 5:00 p.m. (New York time) on
December 31, 2000. If each such date shall in the State of New York be a holiday
or a day on which the banks are authorized to close,  then the  Expiration  Date
shall mean 5:00 p.m.  (New York time) the next  following day which in the State
of New York is not a holiday or a day on which banks are authorized to close.

          This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Company,  for a new Warrant
Certificate  or  Warrant  Certificates  of  like  tenor  representing  an  equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered  Holder at the
time of such  surrender.  Upon due  presentment  and payment of any tax or other
charge imposed in connection  therewith or incident thereto, for registration of
transfer of this Warrant  Certificate at such office, a new Warrant  Certificate
representing  an equal  aggregate  number  of  Warrants  will be  issued  to the
transferee  in exchange  therefor,  subject to the  limitations  provided in the
Warrant Agreement.

          Prior  to  the  exercise  of  any  Warrant   represented  hereby,  the
Registered  Holder shall not be entitled to any rights of a  stockholder  of the
Company,  including,  without  limitation,  the  right  to  vote  or to  receive
dividends  or other  distributions,  and shall not be  entitled  to receive  any
notice of any  proceedings  of the  Company,  except as  provided in the Warrant
Agreement.

          Prior to due presentment  for  registration  of transfer  hereof,  the
Company may deem and treat the  Registered  Holder as the absolute  owner hereof
and of  each  Warrant  represented  hereby  (notwithstanding  any  notations  of
ownership or writing hereon made by anyone other than a duly authorized  officer
of the  Company) for all purposes and shall not be affected by any notice to the
contrary, except as provided in the Warrant Agreement.

          This  Warrant  Certificate  shall  be  governed  by and  construed  in
accordance  with the laws of the  State of New York  without  giving  effect  to
conflicts of laws.

                                        2

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          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the date hereof.

Dated as of:  January 23, 1997

                                          WILLIAM GREENBERG JR. DESSERTS &
                                          CAFES, INC.

                                          By:
                                              ----------------------------------
                                              Philip Grabow, President and Chief
                                              Executive Officer

                                        3



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