WARRANT AGREEMENT
                                -----------------

     WARRANT AGREEMENT dated as of December ___, 1998 between HARVEST RESTAURANT
GROUP, INC., a Texas corporation (the "Company"),  and the undersigned purchaser
("Purchaser")  of  shares  of  the  Company's  Series  D  Preferred  Stock  (the
"Preferred Stock").

                              W I T N E S S E T H :
                              ---------------------

     WHEREAS, the Company has agreed to issue to Purchaser warrants ("Warrants")
to purchase up to 100,000  shares (the "Shares") of common stock of the Company,
$.01 par value per share (the "Common  Stock") for each  $1,000,000  of Series D
Preferred  Stock  issued  pursuant to that  certain  Regulation  D  Subscription
Agreement  executed by the Company and Purchaser  (such  Subscription  Agreement
providing  for the  issuance  of one  warrant to  purchase  shares of  Preferred
Stock); and

     WHEREAS, the Warrants issued pursuant to this Agreement are being issued by
the Company to Purchaser and/or its designees, in consideration for the purchase
by Purchaser of Shares of Preferred Stock;

     NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth and other good and valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. Grant.

     Purchaser and/or its designees are hereby granted the right to purchase, at
any time from December  ____,  1998 until 5:00 P.M.,  Atlanta,  Georgia time, on
December ____, 2003 (the Warrant Exercise  Term"),  up to _________ shares at an
initial  Exercise  Price (subject to adjustment as provided in Article 7 hereof)
of $2.00 per Share.

     2. Warrant Certificates.

     The warrant certificates (the "Warrant  Certificates")  delivered and to be
delivered  pursuant to this Agreement  shall be in the form set forth as Exhibit
A, attached  hereto and made a part hereof,  with such  appropriate  insertions,
omissions,  substitutions  and other variations as required or permitted by this
Agreement.

     3. Exercise of Warrants.

          3.1  Exercise for Cash.  The Exercise  Price may be paid in cash or by
check to the order of the Company, or any combination of cash or check,  subject
to  adjustment  as provided in Article 7 hereof.  Upon  surrender of the Warrant
Certificate  with the  annexed  Form of  Election  to  Purchase  duly  executed,
together  with payment of the Exercise  Price (as  hereinafter  defined) for the
Shares purchased,  at the Company's executive offices (currently located at 2662
Holcomb Bridge Road, Suite 320, Alpharetta, Georgia 30202) the registered holder
of a Warrant Certificate  ("Holder" or "Holders") shall be entitled to receive a
certificate or  certificates  for the Shares so purchased.  The purchase  rights
represented  by each Warrant  Certificate  are  exercisable at the option of the
Holder  hereof,  in whole or in part  (but not as to  fractional  shares  of the
Common  Stock).  In the  case of the  purchase  of  fewer  than  all the  Shares
purchasable under any Warrant Certificate, the Company shall cancel said Warrant
Certificate  upon the  surrender  thereof  and shall  execute  and deliver a new
Warrant  Certificate of like tenor for the balance of the Shares to be purchased
thereunder.

<PAGE>


          3.2 Cashless  Exercise.  At any time during the Warrant Exercise Term,
the Holder may, at its option,  exchange  this  Warrant,  in whole or in part (a
"Warrant  Exchange"),  into the number of shares of Common Stock  determined  in
accordance with this Section 3.2, by surrendering  this Warrant at the principal
office of the Company,  accompanied by a notice stating such Holder's  intent to
effect  such  exchange,  the  number of shares of Common  Stock  into which this
Warrant is to be exchanged,  and the date on which the Holder requests that such
Warrant  Exchange occur (the "Notice of Exchange").  The Warrant  Exchange shall
take place on the date  specified  on the Notice of Exchange  or, if later,  the
date the Notice of Exchange is received by the Company  (the  "Exchange  Date").
Certificates  for the shares of Common Stock issuable upon such Warrant Exchange
and, if  applicable,  a new Warrant of like tenor  evidencing the balance of the
shares of Common Stock remaining  subject to Warrant,  shall be issued as of the
Exchange Date and  delivered to the Holder  within seven (7) days  following the
Exchange  Date.  In  connection  with any Warrant  Exchange,  this Warrant shall
represent  the right to subscribe for and acquire the number of shares of Common
Stock (rounded to the next highest integer) equal to (x) the number of shares of
Common Stock specified by the Holder in its Notice of Exchange up to the maximum
number of shares of Common Stock  subject to this  Warrant (the "Total  Number")
less (y) the number of shares of Common Stock equal to the quotient  obtained by
dividing (A) the product of the Total Number and the existing  Exercise Price by
(B) the Market Price, as defined below.


     4. Issuance of Certificates.

     Upon the exercise of the  Warrants,  the issuance of  certificates  for the
Shares shall be made  forthwith  (and in any event within five (5) business days
thereafter) without charge to the Holder thereof including,  without limitation,
any tax which may be  payable  in  respect  of the  issuance  thereof,  and such
certificates shall be issued in the name of, or in such names as may be directed
by,  the  Holder  thereof;  provided,  however,  that the  Company  shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any such  certificates in a name other than that
of the Holder,  and the Company  shall not be required to issue or deliver  such
certificates  unless or until the  person or  persons  requesting  the  issuance
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established to satisfaction of the Company that such tax has been paid.

     The Warrant Certificates and the certificates representing the Shares shall
be executed on behalf of the Company by the manual or facsimile signature of the
present or any future Chairman or Vice Chairman of the Board of Directors, Chief
Executive  Officer or  President  or Vice  President  of the  Company  under its
corporate  seal  reproduced  thereon,  attested  to by the  manual or  facsimile
signature of the present or any future  Secretary or Assistant  Secretary of the
Company.  Warrant  Certificates  shall be dated  the  date of  execution  by the
Company upon initial issuance, division, exchange, substitution or transfer.

<PAGE>


     The Warrant Certificates and, upon exercise of the Warrants,  in part or in
whole,  certificates  representing the Shares shall bear a legend  substantially
similar to the following:

     "The securities  represented by this  certificate  have not been registered
     under the  Securities  Act of 1933, as amended (the "Act"),  and may not be
     offered or sold except (i) pursuant to an effective  registration statement
     under the Act,  (ii) to the extent  applicable,  pursuant to Rule 144 under
     the Act (or any similar rule under such Act relating to the  disposition of
     securities),  or (iii) upon the delivery by the holder to the Company of an
     opinion of  counsel,  reasonably  satisfactory  to  counsel to the  issuer,
     stating that an exemption from registration under such Act is available.

     5. Price.

          5.1.  Initial and Adjusted  Exercise Price. The initial Exercise Price
of each Warrant shall be $2.00 per Share.  The adjusted  Exercise Price shall be
the price which shall result from time to time from any and all  adjustments  of
the  initial  Exercise  Price in  accordance  with the  provisions  of Article 7
hereof.

          5.2.  Exercise Price.  The term "Exercise Price" herein shall mean the
initial  Exercise  Price or the  adjusted  Exercise  Price,  depending  upon the
context.

     6. Registration Rights.

          6.1. Not Registered Under the Securities Act of 1933. The Warrants and
the Shares have not been  registered  as of the date of issuance of the Warrants
under the Securities Act of 1933, as amended ("the Act").

          6.2.  Registrable  Securities.  As used  herein the term  "Registrable
Security" means each of the Warrants,  the Shares and any shares of Common Stock
issued  upon any  stock  split or stock  dividend  in  respect  of such  Shares;
provided,  however,  that with respect to any particular  Registrable  Security,
such security  shall cease to be a Registrable  Security when, as of the date of
determination,  (i) it has been effectively  registered under the Securities Act
and disposed of pursuant thereto,  (ii) registration under the Securities Act is
no longer  required for the immediate  public  distribution  of such security or
(iii) it has ceased to be outstanding.  The term "Registrable  Securities" means
any and/or all of the securities  falling  within the foregoing  definition of a
"Registrable   Security."   In  the   event  of  any   merger,   reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock, such adjustment shall be made in the definition of "Registrabl
Security" as is  appropriate  in order to prevent any dilution or enlargement of
the rights granted pursuant to this Article 6.

<PAGE>


          6.3. Registration Rights.  Holders of Registrable Securities hereunder
shall  have the  registration  rights  set  forth in that  certain  Registration
Agreement by and among the Company and the purchasers of the Preferred Stock.

     7. Adjustments of Exercise Price and Number of Shares.

          7.1. Computation of Adjusted Price. Except as hereinafter provided, in
case the  Company  shall at any time  after  the date  hereof  issue or sell any
shares of Common Stock (other than the issuances or sales referred to in Section
7.6  hereof),  including  shares held in the  Company's  treasury  and shares of
Common  Stock  issued upon the  exercise of any  options,  rights or warrants to
subscribe  for shares of Common  Stock  (other  than the  issuances  or sales of
Common Stock  pursuant to rights to subscribe for such Common Stock  distributed
to all the  shareholders  of the Company  and  Holders of  Warrants  pursuant to
Section  7.6  hereof)  and  shares of Common  Stock  issued  upon the  direct or
indirect  conversion or exchange of securities for shares of Common Stock, for a
consideration   per  share  less  than  either  the  Exercise  Price  in  effect
immediately  prior to the issuance or sale of such shares or the "Market  Price"
(as  defined in Section  7.1(vi)  hereof)  per share of Common  Stock or without
consideration,  then  forthwith  upon such issuance or sale,  the Exercise Price
shall (until another such issuance or sale) be reduced to the price  (calculated
to the  nearest  full cent) equal to the price  determined  by  multiplying  the
Exercise  Price  in  effect  immediately  prior  to such  issuance  or sale by a
fraction,  the  numerator  of which  shall be the sum of the number of shares of
Common  Stock  outstanding  immediately  prior to such  issuance or sale and the
number of shares of Common Stock which the amount of all consideration,  if any,
received by the Company upon such issuance or sale would  purchase at the Market
Price,  and the  denominator  of which  shall be the  number of shares of Common
Stock outstanding immediately after such issuance or sale.

     For the  purposes of any  computation  to be made in  accordance  with this
Section 7.1, the following provisions shall be applicable:

     In  case  of  the  issuance  or  sale  of  shares  of  Common  Stock  for a
consideration  part or all of  which  shall  be  cash,  the  amount  of the cash
consideration  therefor shall be deemed to be the amount of cash received by the
Company  for such  shares  (or,  if shares of Common  Stock are  offered  by the
Company for subscription,  the subscription  price, or, if such securities shall
be sold to underwriters  or dealers for public  offering  without a subscription
offering,  the initial public  offering  price) before  deducting  therefrom any
compensation  paid or  discount  allowed in the sale,  underwriting  or purchase
thereof by underwriters or dealers or others performing similar services, or any
expenses incurred in connection therewith.

          (i) In case of the issuance or sale  (otherwise  than as a dividend or
     other  distribution  on any stock of the Company) of shares of Common Stock
     for a  consideration  part or all of which  shall be other than  cash,  the
     amount of the consideration  therefor other than cash shall be deemed to be
     the value of such consideration as determined in good faith by the Board of
     Directors of the Company.

<PAGE>


          (ii)  Shares of Common  Stock  issuable  by way of  dividend  or other
     distribution  on any  stock of the  Company  shall be  deemed  to have been
     issued  immediately  after the opening of business on the day following the
     record date for the determination of shareholders  entitled to receive such
     dividend  or other  distribution  and shall be  deemed to have been  issued
     without consideration.

          (iii) The  reclassification  of  securities  of the Company other than
     shares of Common  Stock into  securities  including  shares of Common Stock
     shall be deemed to involve the  issuance of such shares of Common Stock for
     a consideration  other than cash immediately prior to the close of business
     on the date fixed for the  determination  of security  holders  entitled to
     receive such shares,  and the value of the consideration  allocable to such
     shares of Common Stock shall be determined  as provided in subsection  (ii)
     of this Section 7.1.

          (iv) The number of shares of Common Stock at any one time  outstanding
     shall  include the  aggregate  number of shares issued or issuable upon the
     exercise of options,  rights,  warrants and upon the conversion or exchange
     of convertible or exchangeable securities.

          (v) As used herein,  the phrase  "Market  Price," at any date shall be
     determined  using the previous  five day average  closing bid price for the
     day or,  where no sale is made on that day,  the average of the closing bid
     and  asked  prices  for  that day on the  Nasdaq  Stock  Market  or the OTC
     Bulletin Board if the securities are at the time listed or quoted  thereon,
     respectively,  or, if it is not so listed or quoted,  on any other national
     securities  exchange  selected  by the  Company  on which it is at the time
     listed.  If at the  applicable  time the Common  Stock is quoted on the OTC
     Bulletin Board,  the foregoing  calculations  shall be based on a Trade and
     Quote  Summary  Report  from the OTC  Bulletin  Board  Research  Service if
     available,  and if not, on any other  publicly  available  data  reasonably
     deemed reliable by the Company.

          7.2.  Options,  Rights,  Warrants  and  Convertible  and  Exchangeable
Securities.  Except in the case of the Company  issuing  rights to subscribe for
shares of Common Stock  distributed to all the  shareholders  of the Company and
Holders of Warrants  pursuant to Section 7.8 hereof, if the Company shall at any
time after the date hereof issue  options,  rights or warrants to subscribe  for
shares of Common Stock, or issue any securities convertible into or exchangeable
for shares of Common Stock, (i) for a consideration  per share less than (a) the
Exercise  Price in effect  immediately  prior to the  issuance of such  options,
rights or warrants, or such convertible or exchangeable  securities,  or (b) the
Market  Price,  or (ii)  without  consideration,  the  Exercise  Price in effect
immediately prior to the issuance of such options,  rights or warrants,  or such
convertible or exchangeable securities,  as the case may be, shall be reduced to
a price  determined by making a computation in accordance with the provisions of
Section 7.1 hereof, provided that:

               (a) The aggregate  maximum  number of shares of Common Stock,  as
the case may be, issuable under all the outstanding options,  rights or warrants
shall be deemed to be issued  and  outstanding  at the time all the  outstanding
options,  rights or warrants were issued,  and for a consideration  equal to the

<PAGE>


minimum purchase price per share provided for in the options, rights or warrants
at the time of issuance,  plus the consideration  (determined in the same manner
as consideration  received on the issue or sale of shares in accordance with the
terms of the Warrants),  if any, received by the Company for the options, rights
or  warrants,  and if no minimum  price is  provided in the  options,  rights or
warrants, then the consideration shall be equal to zero; provided, however, that
upon the expiration or other termination of the options,  rights or warrants, if
any thereof shall not have been exercised,  the number of shares of Common Stock
deemed to be issued and outstanding pursuant to this subsection (a) (and for the
purposes  of  subsection  (v) of Section  7.1  hereof)  shall be reduced by such
number of shares as to which options,  warrants and/or rights shall have expired
or terminated  unexercised,  and such number of shares shall no longer be deemed
to be issued  and  outstanding,  and the  Exercise  Price  then in effect  shall
forthwith be readjusted and thereafter be the price which it would have been had
adjustment been made on the basis of the issuance only of shares actually issued
or issuable upon the exercise of those  options,  rights or warrants as to which
the exercise rights shall not have expired or terminated unexercised.

               (b) The  aggregate  maximum  number of  shares  of  Common  Stock
issuable  upon  conversion  or  exchange  of  any  convertible  or  exchangeable
securities  shall be deemed to be issued and outstanding at the time of issuance
of  such  securities,  and  for  a  consideration  equal  to  the  consideration
(determined in the same manner as consideration received on the issue or sale of
shares of Common Stock in accordance with the terms of the Warrants) received by
the  Company  for such  securities,  plus  the  minimum  consideration,  if any,
receivable  by the Company upon the  conversion or exchange  thereof;  provided,
however,  that upon the  termination  of the right to convert or  exchange  such
convertible  or  exchangeable  securities  (whether by reason of  redemption  or
otherwise), the number of shares deemed to be issued and outstanding pursuant to
this  subsection  (b) (and for the  purpose of  subsection  (v) of  Section  7.1
hereof) shall be reduced by such number of shares as to which the  conversion or
exchange rights shall have expired or terminated unexercised, and such number of
shares shall no longer be deemed to be issued and  outstanding  and the Exercise
Price then in effect shall  forthwith be readjusted  and thereafter be the price
which it would have been had  adjustment  been made on the basis of the issuance
only of the shares  actually  issued or issuable upon the conversion or exchange
of those  convertible or  exchangeable  securities as to which the conversion or
exchange rights shall not have expired or terminate unexercised.

               (c) If any change shall occur in the price per share provided for
in any of the options,  rights or warrants referred to in subsection (a) of this
Section  7.2, or in the price per share at which the  securities  referred to in
subsection (b) of this Section 7.2 are convertible or exchangeable, the options,
rights or warrants or conversion or exchange  rights,  as the case may be, shall
be deemed to have  expired  or  terminated  on the date when such  price  change
became  effective in respect of shares not  theretofore  issued  pursuant to the
exercise or conversion or exchange  thereof,  and the Company shall be deemed to
have issued upon such date new  options,  rights or warrants or  convertible  or
exchangeable  securities  at the new price in  respect  of the  number of shares
issuable upon the exercise of such options, rights or warrants or the conversion
or exchange of such convertible or exchangeable securities.

<PAGE>


          7.3.  Subdivision  and  Combination.  In case the Company shall at any
time subdivide or combine the outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

          7.4.  Adjustment  in Number of  Shares.  Upon each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Article 7, the number of
Shares  issuable  upon the  exercise  of each  Warrant  shall be adjusted to the
nearest full Share by multiplying a number equal to the Exercise Price in effect
immediately  prior to such  adjustment  by the  number of Shares  issuable  upon
exercise of the Warrants  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          7.5.  Reclassification,  Consolidation,  Merger,  etc.  In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value,  or from no par value to par value, or as
a result of a subdivision or combination),  or in the case of any  consolidation
of the Company with, or merger of the Company into,  another  corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any  reclassification  or change of the outstanding
shares  of  Common  Stock,  except a  change  as a result  of a  subdivision  or
combination of such shares or a change in par value,  as  aforesaid),  or in the
case of a sale or  conveyance  to another  corporation  of the  property  of the
Company as an entirety,  the Holders shall thereafter have the right to purchase
the kind and  number  of  shares of stock  and  other  securities  and  property
receivable upon such reclassification,  change,  consolidation,  merger, sale or
conveyance  as if the  Holders  were the  owners of the  shares of Common  Stock
underlying the Warrants immediately prior to any such events at a price equal to
the product of (x) the number of shares  issuable  upon exercise of the Warrants
and (y) the Exercise  Price in effect  immediately  prior to the record date for
such reclassification,  change, consolidation,  merger, sale or conveyance as if
such Holders had exercised the Warrants.

          7.6. No Adjustment of Exercise Price in Certain  Cases.  No adjustment
of the Exercise Price shall be made:

               (a) Upon the  issuance or sale of shares of Common Stock upon the
exercise of the Warrants; or

               (b) Upon (i) the  issuance of options  pursuant to the  Company's
employee stock option plans in effect on the date hereof or the issuance or sale
by the Company of any shares of Common  Stock  pursuant  to the  exercise of any
such  options,  or (ii) the  issuance  or sale by the  Company  of any shares of
Common  Stock  pursuant to the  exercise  of any options or warrants  previously
issued and outstanding on the date hereof; or

               (c) Upon the  issuance  of  shares of Common  Stock  pursuant  to
contractual obligations existing on the date hereof; or

               (d) If the  amount  of said  adjustment  shall be less  than ____
cents ($____) per Share,  provided,  however,  that in such case any  adjustment
that would  otherwise be required  then to be made shall be carried  forward and
shall be made at the time of and together  with the next  subsequent  adjustment
which, together with any adjustment so carried forward, shall amount to at least
_____ cents ($_____) per Share.

<PAGE>


          7.7.  Dividends and Other  Distributions  with Respect to  Outstanding
Securities.  In the  event  that the  Company  shall  at any  time  prior to the
exercise of all Warrants  declare a dividend  (other than a dividend  consisting
solely of shares of Common Stock or a cash dividend or distribution  payable out
of current or retained earnings) or otherwise distribute to its shareholders any
monies, assets, property,  rights, evidences of indebtedness,  securities (other
than shares of Common Stock), whether issued by the Company or by another person
or entity, or any other thing of value, the Holder or Holders of the unexercised
Warrants shall thereafter be entitled, in addition to the shares of Common Stock
or other securities  receivable upon the exercise thereof, to receive,  upon the
exercise of such Warrants, the same monies, property,  assets, rights, evidences
of  indebtedness,  securities  or any other  thing of value that they would have
been  entitled to receive at the time of such dividend or  distribution.  At the
time of any such dividend or  distribution,  the Company shall make  appropriate
reserves to ensure the timely  performance of the provisions of this  Subsection
7.7.

          7.8.   Subscription  Rights  for  Shares  of  Common  Stock  or  Other
Securities.  In the case the Company or an affiliate of the Company shall at any
time after the date hereof and prior to the exercise of all the  Warrants  issue
any rights to subscribe  for shares of Common Stock or any other  securities  of
the Company or of such  affiliate to all the  shareholders  of the Company,  the
Holders of the unexercised Warrants shall be entitled, in addition to the shares
of  Common  Stock or  other  securities  receivable  upon  the  exercise  of the
Warrants,  to receive such rights at the time such rights are distributed to the
other shareholders of the Company.

     8. Exchange and Replacement of Warrant Certificates.

     Each  Warrant  Certificate  is  exchangeable  without  expense,   upon  the
surrender hereof by the registered  Holder at the principal  executive office of
the Company,  for a new Warrant  Certificate of like tenor and date representing
in the  aggregate  the  right to  purchase  the same  number  of  Shares in such
denominations  as shall be designated by the Holder  thereof at the time of such
surrender.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss, theft,  destruction or mutilation of any Warrant Certificate,  and, in
case of  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

     9. Elimination of Fractional Interests.

     The  Company  shall  not be  required  to issue  certificates  representing
fractions  of shares of Common Stock and shall not be required to issue scrip or
pay cash in lieu of  fractional  interests,  it being the intent of the  parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock.

<PAGE>


     10. Reservation and Listing of Securities.

     The  Company  shall at all  times  reserve  and keep  available  out of its
authorized  shares of Common Stock,  solely for the purpose of issuance upon the
exercise  of the  Warrants,  such  number of shares of Common  Stock as shall be
issuable upon the exercise thereof.  The Company covenants and agrees that, upon
exercise of the Warrants and payment of the Exercise Price therefor,  all shares
of Common Stock  issuable upon such exercise  shall be duly and validly  issued,
fully  paid,  non-assessable  and not  subject to the  preemptive  rights of any
shareholder. As long as the Warrants shall be outstanding, the Company shall use
its best efforts to cause all shares of Common Stock  issuable upon the exercise
of the  Warrants to be listed on or quoted by the Nasdaq  Stock Market or listed
on such national securities exchanges as requested by Purchaser.

     11. Notices to Warrant Holders.

     Nothing  contained in this Agreement  shall be construed as conferring upon
the Holder or Holders the right to vote or to consent or to receive  notice as a
shareholder  in respect of any  meetings  of  shareholders  for the  election of
directors  or  any  other  matter,  or as  having  any  rights  whatsoever  as a
shareholder of the Company.  If, however, at any time prior to the expiration of
the Warrants and their exercise, any of the following events shall occur:

          (a) 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

          (b) 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 therefor; or

          (c) 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;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
shareholders   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 dividend 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.

<PAGE>


     12. Notices.

     All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made when delivered,  or mailed
by registered or certified mail, return receipt requested:

          (a) If to a registered Holder of the Warrants,  to the address of such
Holder as shown on the books of the Company; or

          (b) If to the  Company,  to the address set forth in Section 3 of this
Agreement or to such other address as the Company may designate by notice to the
Holders.

     13. Supplements and Amendments.

     The Company and  Purchaser  may from time to time  supplement or amend this
Agreement  without the approval of any Holders of Warrant  Certificates in order
to cure any ambiguity,  to correct or supplement any provision  contained herein
which may be defective or inconsistent  with any provisions  herein,  or to make
any other provisions in regard to matters or questions  arising  hereunder which
the Company and Purchaser may deem  necessary or desirable and which the Company
and  Purchaser  deem not to  adversely  affect the  interests  of the Holders of
Warrant Certificates.

     14. Successors.

     All the covenants and provisions of this Agreement by or for the benefit of
the Company and the Holders inure to the benefit of their respective  successors
and assigns hereunder.

     15. Termination.

     This  Agreement  shall  terminate at the close of business on December ___,
2003.  Notwithstanding  the  foregoing,  this  Agreement  will  terminate on any
earlier date when all Warrants have been  exercised and all the Shares  issuable
upon exercise of the Warrants have been resold to the public; provided, however,
that the provisions of Article 6 shall survive such termination  until the close
of business on December ___, 2003.

     16. Governing Law.


     This  Agreement  and each Warrant  Certificate  issued  hereunder  shall be
deemed to be a contract  made under the laws of the State of Georgia and for all
purposes shall be construed in accordance with the laws of said State.

     17. Benefits of This Agreement.

     Nothing  in this  Agreement  shall be  construed  to give to any  person or
corporation other than the Company and Purchaser and any other registered holder
or  holders of the  Warrant  Certificates,  Warrants  or the Shares any legal or
equitable right, remedy or claim under this Agreement;  and this Agreement shall
be for the sole and exclusive benefit of the Company and the Placement Agent and
any other holder or holders of the Warrant Certificates, Warrants or the Shares.

<PAGE>


     18. Limited Transferability.

     The Warrants shall be transferable or assignable by Purchaser,  in whole or
in part, only (i) to any successor firm or corporation of Purchaser, (ii) to any
of the directors, officers, employees, attorneys, consultants,  partners, agents
or  subsidiaries of Purchaser or of any such successor firm or (iii) in the case
of an individual,  pursuant to such  individual's last will and testament or the
laws of descent and distribution  and is so transferable  only upon the books of
the Company which it shall cause to be maintained  for the purpose.  The Company
may treat the  registered  holder of the  Warrants  as he or it  appears  on the
Company's  books at any time as the Holder for all  purposes.  The Company shall
permit any holder of a Warrant or his duly  authorized  attorney,  upon  written
request during  ordinary  business  hours,  to inspect and copy or make extracts
from its books showing the registered holders of the Warrants.

     19. Counterparts.

     This  Agreement may be executed in any number of  counterparts  and each of
such counterparts  shall for all purposes be deemed to be an original,  and such
counterparts shall together 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 and year first above written.

                                            HARVEST RESTAURANT GROUP, INC.


                                            By:
                                            Name:
                                            Title:

Attest:
Name:
Title:

                                            PURCHASER:



                                            By:
                                            Name:
                                            Title:

Attest:
Name:
Title



<PAGE>



                                    EXHIBIT A
                                    ---------


THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF  SECURITIES),  OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
           5:00 P.M., ATLANTA, GEORGIA TIME, __________________, 2003

No. A-1                          _____ Warrants


                               WARRANT CERTIFICATE

     This  Warrant  Certificate  certifies  that  _____________________  is  the
registered holder of _________  Warrants to purchase,  at any time from December
____,  1998  until  5:00 P.M.  Atlanta,  Georgia  time on  December  ____,  2003
("Expiration  Date"),  up to  _________  shares  ("Shares")  of  fully-paid  and
non-assessable  common  stock,  $.01 par  value  ("Common  Stock"),  of  Harvest
Restaurant  Group,  Inc., a Texas  corporation (the  "Company"),  at the initial
exercise price,  subject to adjustment in certain events (the "Exercise Price"),
of $2.00 per Share upon surrender of this Warrant Certificate and payment of the
Exercise  Price at an  office  or  agency of the  Company,  but  subject  to the
conditions  set forth herein and in the warrant  agreement  dated as of December
____,  1998  between  the  Company  and   _____________________   (the  "Warrant
Agreement").  Payment of the Exercise Price may be made in cash, or by certified
or official bank check in New York Clearing  House funds payable to the order of
the Company, or any combination of cash or check.

     No Warrant may be exercised after 5:00 P.M., Atlanta,  Georgia time, on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, shall thereafter be void.

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to in a description of the rights,  limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holders  (the words  "holders"  or "holder"  meaning the  registered  holders or
registered holder) of the Warrants.

<PAGE>


     The Warrant Agreement  provides that upon the occurrence of certain events,
the Exercise Price and/or number of the Company's  securities issuable thereupon
may,  subject to certain  conditions,  be adjusted.  In such event,  the Company
will, at the, request of the holder, issue a new Warrant Certificate  evidencing
the  adjustment  in the Exercise  Price and the number and/or type of securities
issuable upon the exercise of the Warrants;  provided, however, that the failure
of the  Company  to issue  such new  Warrant  Certificates  shall not in any way
change, alter, or otherwise impair, the rights of the holder as set forth in the
Warrant Agreement.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferees)  in exchange  for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax, or other governmental  charge
imposed in connection therewith.

     Upon the  exercise  of less  than  all of the  Warrants  evidenced  by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed under its corporate seal.

Dated:  _______________                        HARVEST RESTAURANT GROUP, INC.


                                               By:
                                               Name:
                                               Title:


Attest:
Name:
Title


<PAGE>


                         [FORM OF ELECTION TO PURCHASE]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant  Certificate,  to purchase  ____________  Shares and
herewith tenders in payment for such Shares cash or a certified or official bank
check    payable    in    _____________________________    to   the   order   of
______________________________.  in  the  amount  of  $_______________,  all  in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for     such      Shares      be      registered      in     the     name     of
_____________________________________________________,    whose    address    is
_______________________________________________________________,  and that  such
Certificate be delivered to ____________________________________________,  whose
address is _______________________________________________________________.


Dated:                                   Signature:

                                         (Signature must conform in all respects
                                         to name of  holder as  specified on the
                                         face of the Warrant Certificate.)




________________________________
(Insert Social Security or Other
Identifying Number of Holder)


<PAGE>

                              [FORM OF ASSIGNMENT]


                (To be executed by the registered holder if such
              holder desires to transfer the Warrant Certificate.)

     FOR  VALUE  RECEIVED  _____________________________________________  hereby
sells, assigns and transfers unto  ______________________________  (Please print
name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________________,
Attorney,  to  transfer  the  within  Warrant  Certificate  on the  books of the
within-named Company, with full power of substitution.

Dated:                                   Signature:           
                                                                               
                                         (Signature must conform in all respects
                                         to name of  holder as  specified on the
                                         face of the Warrant Certificate.)      
                                   

________________________________                                              
(Insert Social Security or Other           
Identifying Number of Holder)