THE  WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER  SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.  THE WARRANTS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT  AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE.


                                     WARRANT
                                     -------

                       For the Purchase of _______________
                             Shares of Common Stock
                                       of
                          CREATIVE HOST SERVICES, INC.

     THIS CERTIFIES THAT, for value received, _______________ or his/her assigns
(the  "Holder"),  is  entitled  to, within the time frame set forth in Section 1
below  ("Expiration  Date"),  but not thereafter, to subscribe for, purchase and
receive up to _______________________ fully paid and nonassessable shares of the
common  stock  (the  "Common  Stock"),  of  Creative  Host  Services, Inc., (the
"Company"), at the initial price of $2.00 per share (the "Exercise Price"), upon
payment  by  cashier's  check  or  wire  transfer of the Exercise Price for such
shares  of  the  Common  Stock  to  the  Company  at  the  Company's  offices.

     1.     Exercise  of  Warrant.  This Warrant may be exercised in whole or in
            ---------------------
part  at  any time or from time to time before November __, 2006 and before 5:00
p.m.,  California Time, by presentation and surrender hereof to the Company of a
notice  of  election  to  purchase  duly  executed and accompanied by payment by
cashier's  check or wire transfer of the Exercise Price for the number of shares
specified  in  such  election.

     2.     Adjustment  in  Number  of  Shares.
            ----------------------------------

          (A)     Adjustment for Reclassifications.  In case at any time or from
                  --------------------------------
time to time after the issue date the holders of the Common Stock of the Company
(or  any  shares  of  stock  or other securities at the time receivable upon the
exercise  of  this Warrant) shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to  receive,  without  payment  therefore,  other  or  additional stock or other
securities  or  property  (including  cash)  by  way  of  stock  split, spinoff,
reclassification,  combination  of  shares  or  similar  corporate rearrangement
(exclusive of any stock dividend of its or any subsidiary's capital stock), then
and  in  each  such case the Holder of this Warrant, upon the exercise hereof as
provided  in  Section  1,  shall  be entitled to receive the amount of stock and
other  securities  and property which such Holder would hold on the date of such
exercise  if on the issue date he had been the holder of record of the number of
shares of Common Stock of the Company called for on the face of this Warrant and
had thereafter, during the period from the issue date, to and including the date
of  such exercise, retained such shares and/or all other or additional stock and
other securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period.  In the event of
any  such  adjustment,  the  Exercise  Price  shall  be adjusted proportionally.

          (B)     Adjustment for Reorganization, Consolidation, Merger.  In case
                  ----------------------------------------------------
of  any  reorganization  of  the  Company (or any other corporation the stock or
other  securities  of  which  are at the time receivable on the exercise of this
Warrant)  after the issue date, or in case, after such date, the Company (or any
such other corporation) shall consolidate with or merge into another corporation
or  convey  all  or substantially all of its assets to another corporation, then
and  in  each  such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation,  merger  or  conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had  the Holder exercised this Warrant immediately prior thereto, all subject to
further  adjustment  as  provided  herein;  in each such case, the terms of this
Warrant  shall  be  applicable  to  the  shares  of stock or other securities or
property  receivable  upon the exercise of this Warrant after such consummation.

     3.     Holder  acknowledges  that  the  Common  Stock  will  be "restricted
securities"  (as  such  term  is  defined  in  Rule  144  promulgated  under the
Securities  Act  of 1933, as amended ("Rule 144")), that the Shares will include
the  following  restrictive  legend,  and, except as otherwise set forth in this
Agreement, that the Shares cannot be sold for a period of one year from the date
of  issuance  unless  registered  with the United States Securities and Exchange
Commission  ("SEC") and qualified by appropriate state securities regulators, or
unless  PURCHASER obtains written consent from the SELLER and otherwise complies
with  an  exemption from such registration and qualification (including, without
limitation,  compliance  with  Rule  144):

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE  DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND ANY
APPLICABLE  STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND  COMPLIANCE,  TO  THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR  RULE  UNDER  THE  ACT  RELATING  TO  THE  DISPOSITION  OF  SECURITIES).

     4.     Reservation  of Common Stock. The Company shall at all times reserve
            ----------------------------
and  keep  available  out  of its authorized but unissued shares of common stock
solely  for the purpose of effecting the exercise of this warrant such number of
its  shares  of  common stock as shall from time to time be sufficient to effect
the  exercise  hereof.

     5.     Notices.  All  notices  and other communications from the Company to
            -------
the  Holder  of  this  Warrant  shall  be  mailed  by  first class registered or
certified  mail, postage prepaid, to the address set forth in the records of the
Company.
     6.     Change;  Waiver.  Neither  this  Warrant  nor any term hereof may be
            ---------------
changed,  waived,  discharged  or terminated orally but only by an instrument in
writing  signed  by  the  party against which enforcement of the change, waiver,
discharge  or  termination  is  sought.

     7.     Law  Governing.  This  Warrant  shall  be  construed and enforced in
            --------------
accordance  with  and  governed  by  the  laws  of  California.  Any  action  or
proceeding  arising  under  or  pursuant to this Warrant shall be brought in the
appropriate  court  in  the  County  of  Orange,  California.

     8.     Entire  Agreement.  This  Warrant sets forth and includes the entire
            -----------------
obligation  of the Company with respect to any warrants held or due to Holder as
of  the  date  hereof,  and any other agreement, arrangement, writing, contract,
letter,  or  agreement dated prior to or of even date herewith shall be null and
void  upon  execution  of  this  Agreement.

     IN  WITNESS  WHEREOF,  the undersigned has caused this Warrant to be signed
effective  as  of  this  ____  day  of  ________,  2002.


                                   Creative  Host  Services,  Inc.


                                   ___________________________________
                                   By:     Sayed  Ali
                                   Its:     President




Acknowledged  and  Accepted:


__________________________________