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                                     FORM OF
                                     WARRANT

         THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN
         ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
         HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A PRIOR
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED, OR A PRIOR OPINION OF COUNSEL TO THE COMPANY OR SUCH OTHER
         COUNSEL AS SHALL BE SATISFACTORY TO THE COMPANY STATING THAT
         REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR STATE SECURITIES LAWS.

                             SOULFOOD CONCEPTS, INC.
                             A Delaware Corporation

               WARRANT TO PURCHASE ______ SHARES OF COMMON STOCK,
                            PAR VALUE $.003 PER SHARE

              VOID AFTER 5:00 P.M. EASTERN TIME ON JANUARY 26, 2000

         This certifies that, for value received, ____________ (the "Warrant
Holder"), is entitled, subject to the terms and conditions hereof, to purchase
from Soulfood Concepts, Inc. (the "Company"), at any time or from time to time,
but in any event, on or before January 26, 2000, up to _____ shares of common
stock of the Company, par value $.003 per share ("Common Stock"), at an exercise
price of $2.20 per share, subject to adjustment as hereinafter provided (the
"Exercise Price"), and to receive a certificate or certificates for the Common
Stock so purchased pursuant to and subject to the terms and conditions set forth
below.

                  This Warrant is being purchased pursuant to the Note Purchase
Agreement of even date herewith between the Warrant Holder and the Company.

                  1. This Warrant may be exercised in whole or in part at any
time, or from time to time, by delivery and surrender to the Company, subject to
Section 2 below, of this Warrant and a subscription form substantially similar
to that attached to this Warrant as Exhibit A duly executed by the Warrant
Holder at the offices of the Company at 630 Ninth Avenue, Suite 310, New York,
New York 10036, accompanied by payment in full, in lawful money of the United
States, or by certified or bank check, or postal or express money order payable
in United States dollars to the order of the Company, of the Exercise Price for
each share of Common Stock as to which this Warrant is being exercised on or
before 5:00 P.M. Eastern time on January 26, 2000, after which time this Warrant
shall be void.



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                  2. (a) Upon the exercise of this Warrant, in full, the Company
shall, or shall direct its transfer agent to, issue to the Warrant Holder
certificates for the total number of shares of Common Stock issuable on the date
of such exercise pursuant to the terms of this Warrant in such denominations as
are required by the Warrant Holder, and the Company shall, or shall direct its
transfer agent to, thereupon deliver such certificates to or in accordance with
the instructions of the Warrant Holder.

                     (b) In the event that the Warrant Holder shall exercise
this Warrant with respect to less than all of the shares of Common Stock that
may be purchased under the terms of this Warrant, the Company shall, or shall
direct its transfer agent to, issue to the Warrant Holder certificates for the
shares of Common Stock for which this Warrant is being exercised in such
denominations as are required for delivery to the Warrant Holder, and the
Company shall, or shall direct its transfer agent to, thereupon deliver such
certificates to or in accordance with the instructions of the Warrant Holder,
and the Company shall issue to the Warrant Holder a new Warrant, duly executed
by the Company, in form and substance identical to this Warrant for the balance
of the shares of Common Stock then issuable pursuant to the terms of this
Warrant.

                     (c) Notwithstanding anything to the contrary contained
herein, neither the Company nor its transfer agent shall be required to issue
any fraction of a share of Common Stock in connection with the exercise of this
Warrant, and the Company shall, upon exercise of this Warrant in whole or in
part, issue the largest number of whole shares of Common Stock to which this
Warrant is entitled upon such full or partial exercise and shall return to the
Warrant Holder the amount of the Exercise Price paid by the Warrant Holder in
respect of any fractional share.

                  3. The Warrant Holder, as such, shall not be entitled to vote
or receive dividends or be deemed the holder of shares of Common Stock for any
purpose, nor shall anything contained in this Warrant be construed to confer
upon the Warrant Holder, as such, any of the rights of a shareholder of the
Company including, without limitation, any right to vote, give or withhold
consent to any action by the Company (whether upon the recapitalization, issue
of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings or other action affecting shareholders,
receive dividends or subscription rights, or otherwise, until this Warrant shall
have been exercised; provided, however, that any exercise of this Warrant, in
whole or in part, on any date when the stock transfer books of the Company shall
be closed shall constitute the person or persons in whose name or names the
certificate or certificates for such shares of Common Stock are to be issued as
the record holder or holders thereof for all purposes at the opening of business
on the next succeeding day on which such stock transfer books are open, and this
Warrant shall not be deemed to have been exercised, in whole or in part, as the
case may be, until that date for the purpose of determining entitlement to
dividends on the Common Stock, and that exercise shall be at the actual Exercise
Price in effect at such date.



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                  4. If the Company shall at any time consolidate or merge with
or into another corporation, (a) the Company shall give at least twenty (20)
days prior written notice to the Warrant Holder of such consolidation or merger
and the terms thereof, and (b) the Warrant Holder may at its exclusive option
exercise its Warrant in whole or in part.

                  5. The Exercise Price shall be subject to adjustment as
follows:

                     (a) In case the Company shall, after the date hereof, (i)
pay a stock dividend or make a distribution in shares of its capital stock
(whether shares of its Common Stock or of capital stock of any other class),
(ii) subdivide its outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares, or (iv)
issue by reclassification of its shares of Common Stock any shares of capital
stock of the Company, the Exercise Price in effect immediately prior to such
action shall be adjusted so that the holder of this Warrant thereafter
surrendered for exercise shall be entitled to receive an equivalent number of
shares of capital stock of the Company which he would have owned immediately
following such action had this Warrant been exercised immediately prior thereto.
Any adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

                     (b) In case the Company shall issue any capital stock, or
any rights, warrants or other securities convertible into shares of capital
stock of the Company entitling such subscriber or purchaser to subscribe for or
purchase shares of capital stock at a price per share less than the Exercise
Price then in effect on the date of such issuance, the Exercise Price shall be
adjusted to such lower price per share at which such capital stock or such
rights, warrants or other securities are issued (such price per share to include
any consideration paid by the holders to acquire such security, if any, plus any
amount paid to the Company to exercise or convert such security). Such
adjustment shall be made whenever such capital stock or such rights, warrants or
other securities are issued, and shall become effective retroactively
immediately after the record date for the determination of stockholders entitled
to receive such capital stock or such rights, warrants or other securities.

                     (c) Whenever the Exercise Price is adjusted as provided in
Section 5(a) or 5(b) herein, the Company will promptly mail to the Warrant
Holder a certificate of the Company's Treasurer or Chief Financial Officer
setting forth the Exercise Price as so adjusted and a brief statement of facts
accounting for such adjustment.

                     (d) Irrespective of any adjustment or change in the
Exercise Price and the number of shares actually purchasable under this Warrant,
this Warrant may continue to express the Exercise Price per share as expressed
upon this Warrant when initially issued.

                  6. If this Warrant is lost, stolen or destroyed, the Company
shall, subject to such reasonable terms as to indemnity as are commonly imposed
in respect of warrants which are



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not registered pursuant to the Act, issue a new Warrant of like denomination and
tenor as, and in substitution for, the Warrant so lost, stolen or destroyed, and
in the event this Warrant shall be mutilated, the Company shall, upon the
surrender hereof, issue a new Warrant of like denomination and tenor as, and in
substitution for, the Warrant so mutilated.

                  7. Notwithstanding anything to the contrary contained in this
Warrant, this Warrant and the shares of Common Stock underlying this Warrant may
not be sold, assigned or transferred at any time, in any manner or by any person
or entity unless the Warrant and such shares, as the case may be, are registered
pursuant to the Securities Act of 1933, as amended (the "Act"), and under
applicable state securities laws or an exemption from the Act and such state
securities laws is available in respect of the Warrant and such shares for such
sale, assignment or transfer, as the case may be.

                  8. (a) Upon the exercise of this Warrant and the issuance of
shares pursuant to the terms hereto, the Company shall instruct the Company's
transfer agent to issue stock certificates bearing the following legend:

                           THE SHARES OF COMMON STOCK REPRESENTED BY THIS
                           CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
                           SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR
                           INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
                           HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
                           OF A PRIOR EFFECTIVE REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED, OR A PRIOR
                           OPINION OF COUNSEL TO THE COMPANY OR SUCH OTHER
                           COUNSEL AS SHALL BE SATISFACTORY TO THE COMPANY
                           STATING THAT REGISTRATION IS NOT REQUIRED UNDER SAID
                           ACT OR STATE SECURITIES LAWS.

                     (b) The Company shall impose a "stop transfer" instruction
with respect to the certificates representing the Common Stock issued upon the
exercise of this Warrant. Nothing in this Section 8, however, shall affect in
any way the Warrant Holder's obligations and agreements to comply with all
applicable securities laws upon resale of the Common Stock issued upon the
exercise of this Warrant.



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                  9. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of New York without giving
effect to its conflict of laws rules.

                  10. This Warrant cannot be amended, supplemented or changed,
and no provision hereof can be waived, except by a written instrument making
specific reference to this Warrant and signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
The Exhibit to this Warrant is incorporated herein by reference to the same
extent as if set forth herein in full. A waiver of any right derived hereunder
by the Warrant Holder shall not be deemed a waiver of any other right derived
hereunder.

                  11. This Warrant shall be binding upon the Company and shall
inure to the benefit of the Warrant Holder, and their respective successors and
permitted assigns.


                                                        SOULFOOD CONCEPTS, INC.



                                                        By:
                                                           --------------------
                                                            Name:
                                                            Title:




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                                    EXHIBIT A

                                SUBSCRIPTION FORM

 (To be executed by the Warrant Holder to exercise the Warrant in whole or in
part)

  TO:  SOULFOOD CONCEPTS, INC.


         The undersigned, whose Social Security or Tax Identification Number is
____, hereby irrevocably elects the right of purchase represented by the within
Warrant for, and to purchase thereunder, ____________ shares of Common Stock and
tenders payment herewith to the order of Soulfood Concepts, Inc. (the "Company")
in the amount of $__. The undersigned requests that certificates for such shares
of Common Stock be issued in the name of the undersigned Warrant Holder as
follows:

         Name:

         Address:

         Deliver to:

         Address:

and, if said number of shares of Common Stock shall not be all the shares of the
Common Stock purchasable thereunder, then a new Warrant for the balance of the
remaining shares of Common Stock purchasable thereunder be registered in the
name of, and delivered to, the undersigned at the address stated below.

         Address:

         Dated:

         Warrant Holder:                             Signature Guaranteed:


         By:
            -------------------                      --------------------------