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                                                                    Exhibit 4.3

                                WARRANT AGREEMENT

         Agreement made as of _________________, 2002, between Montana Mills
Bread Co., Inc., a Delaware corporation with offices at 2171 Monroe Avenue,
Suite 205A, Rochester, New York 14618 ("Company"), and Continental Stock
Transfer & Trust Company, a New York corporation with offices at 17 Battery
Place, New York, New York 10004, a New York corporation, (herein called "Warrant
Agent").

         WHEREAS, the Company is engaged in a public offering of Common Stock
and Warrants ("Public Offering") and in connection therewith, has determined to
issue and deliver up to (i) 2,300,000 (including up to 300,000 that may be
issued pursuant to the Underwriter's over-allotment option) Redeemable Common
Stock Purchase Warrants ("Public Warrants") to the public investors and (ii) an
aggregate of 200,000 Warrants to Kirlin Securities, Inc. ("Underwriter") or its
respective designees ("Underwriter's Warrants" and together with the Public
Warrants, the "Warrant(s)"), each of such Warrants evidencing the right of the
holder thereof to purchase one share of the Company's common stock, $.001 par
value per share ("Common Stock"), for $________; and

         WHEREAS, the Company has filed with the Securities and Exchange
Commission a Registration Statement (No. 333-86956) on Form SB-2 ("Registration
Statement"), for the registration under the Securities Act of 1933, as amended,
of, among others, the Warrants and the Common Stock issuable upon exercise of
the Warrants; and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

         WHEREAS, the Company desires to provide for the form and provisions of
the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

         WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

         1.   APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the
Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.


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         2.   WARRANTS.

              2.1  FORM OF WARRANT. Each Warrant certificate shall be issued in
registered form only, shall be in substantially the form of EXHIBIT A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear
the facsimile signature of, the Chairman of the Board or President and
Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company's seal. In the event the person whose facsimile signature has been
placed upon any Warrant certificate shall have ceased to be Chairman of the
Board or President and Secretary or Assistant Secretary of the Company before
such Warrant certificate is issued, it may be issued with the same effect as if
he or she had not ceased to be such at the date of issuance. The Warrants
represented by a Warrant certificate may not be exercised until such
certificate has been countersigned by the Warrant Agent as provided in Section
2.3 hereof.

              2.2  EFFECT OF COUNTERSIGNATURE. Unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be
invalid and of no effect.

              2.3  EVENTS FOR COUNTERSIGNATURE. The Warrant Agent shall
countersign a Warrant certificate only upon the occurrence of either of the
following events:

                   (a)  if the Warrant certificate is to be issued in exchange
or substitution for one or more previously countersigned Warrant certificates,
as hereinafter provided, or

                   (b)  if the Company instructs the Warrant Agent to do so.

              2.4  REGISTRATION.

                   2.4.1  WARRANT REGISTER. The Warrant Agent shall maintain
books ("Warrant Register"), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

                   2.4.2  REGISTERED HOLDER. Prior to due presentment for
registration of transfer of any Warrant certificate, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant
certificate shall be registered upon the Warrant Register ("registered
holder"), as the absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on the
Warrant certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.

              2.5  DETACHABILITY OF WARRANTS. The Warrant Agent understands
that until the completion of the Public Offering, the Warrants may only be
purchased and sold together with the Common Stock and, upon completion of the
Public Offering, are immediately separately transferable.


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         3.   TERMS AND EXERCISE OF WARRANTS.

              3.1  WARRANT PRICE. Each Warrant certificate shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant certificate and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $_____ per whole share, subject to the
adjustments provided in Section 4 hereof. The term "Warrant Price" as used in
this Warrant Agreement refers to the price per share at which Common Stock may
be purchased at the time a Warrant is exercised.

              3.2  DURATION OF WARRANTS. A Warrant may be exercised only during
the period ("Exercise Period") commencing on __________, 2002, and terminating
on the earlier of ___________, 2007, or the date fixed for redemption of the
Warrant as provided in Section 6 of this Agreement ("Expiration Date"). Each
Warrant not exercised on or before its expiration date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on its Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the
Expiration Date.

              3.3  EXERCISE OF WARRANTS.

                   3.3.1  PAYMENT. A Warrant, when countersigned by the Warrant
Agent, may be exercised by the registered holder thereof by surrendering the
certificate representing such Warrant, at the office of the Warrant Agent, or
at the office of its successor as Warrant Agent, in the Borough of Manhattan,
City and State of New York, with the purchase form, as set forth on the Warrant
certificate and in substantially the form of EXHIBIT A hereto, duly executed,
and by paying in full, in lawful money of the United States, in cash, good
certified check or bank draft payable to the order of the Company, the Warrant
Price for each full share of Common Stock as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the
Warrant, the exchange of the Warrant for the Common Stock, and the issuance of
the Common Stock.

                   3.3.2  ISSUANCE OF CERTIFICATES. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price, the Company shall issue to the registered holder of such
Warrant a certificate or certificates for the number of full shares of Common
Stock to which he is entitled, registered in such name or names as may be
directed by him, and if such Warrant shall not have been exercised in full, a
new countersigned Warrant certificate for the number of shares as to which such
Warrant shall not have been exercised. Notwithstanding the foregoing, the
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant unless a registration statement under the Securities Act
of 1933 with respect to the securities is effective. Warrants may not be
exercised by, or securities issued to, any registered holder in any state in
which such exercise would be unlawful.

                   3.3.3  VALID ISSUANCE. All shares of Common Stock issued
upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued.

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                   3.3.4  DATE OF ISSUANCE. Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant certificate was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.

                   3.3.5  WARRANT SOLICITATION AND WARRANT SOLICITATION FEE.

                   (a)    The Company has engaged the Underwriter, on a
non-exclusive basis, as its agent for the solicitation of the exercise of the
Warrants. The Company, at its cost, will (i) assist the Underwriter with
respect to such solicitation, if requested by the Underwriter and (ii) provide
to the Underwriter, and direct the Company's transfer and warrant agent to
deliver to the Underwriter, lists of the record, and to the extent known,
beneficial owners of the Company's Warrants. Accordingly, the Company hereby
instructs the Warrant Agent to cooperate with the Underwriter in every respect
in connection with the Underwriter's solicitation activities, including, but
not limited to, providing to the Underwriter, at the Company's cost, a list of
record and beneficial holders of the Warrants and circulating a prospectus or
offering circular disclosing the compensation arrangements referenced in
Section 3.3.5(b) to holders of the Warrants at the time of exercise of the
Warrants. In addition to the conditions set forth in Section 3.3.5(b), the
Underwriter shall accept payment of the warrant solicitation fee provided in
Section 3.3.5(b) only if it has provided bona fide services in connection with
the exercise of the Warrants. In addition to soliciting, either orally or in
writing, the exercise of Warrants by a Warrant holder, such services also may
include disseminating information, either orally or in writing, to Warrant
holders about the Company or the market for the Company's securities, or
assisting in the processing of the exercise of Warrants.

                   (b)    In each instance in which a Warrant is exercised, the
Warrant Agent shall promptly give written notice of such exercise to the
Company and the Underwriter ("Warrant Agent's Exercise Notice"). If, upon the
exercise of any Warrant after the first anniversary of the effective date of
the Registration Statement, (i) the market price of the Company's Common Stock
is greater than the Warrant Price, (ii) disclosure of compensation arrangements
was made both at the time of the original offering and at the time of exercise
(by delivery of the Prospectus or as otherwise required by applicable law, rule
or regulation), (iii) the exercise of the Warrant was solicited by the
Underwriter, (iv) the Warrant was not held in a discretionary account, and
(v) the solicitation of the exercise of the Warrant was not in violation of
Regulation M (as such rule or any successor rule may be in effect as of such
time of exercise) promulgated under the Securities Exchange Act of 1934, then
the Warrant Agent, simultaneously with the issuance of the Common Stock
underlying the Warrants, shall, on behalf of the Company, pay from the proceeds
received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to
the Underwriter in accordance with its actual solicitation of a Warrant holder,
provided that the Underwriter delivers to the Warrant Agent within twenty (20)
business days from the date on which the Underwriter received the Warrant
Agent's Exercise Notice, a certificate that the conditions set forth in the
preceding clauses (iii), (iv) and (v) have been satisfied. The Underwriter and
the Company may, at any time during

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business hours, examine the records of the Warrant Agent, including its ledger
of original Warrant certificates returned to the Warrant Agent upon exercise of
Warrants.

                   (c)    The provisions of this Section 3.3.5 may not be
modified, amended or deleted without the prior written consent of the
Underwriter.

         4.   ADJUSTMENTS.

              4.1  STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and
subject to the provisions of Section 4.5, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock
or by a split-up of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares issuable on exercise of each
Warrant shall be increased in proportion to such increase in outstanding shares
and the then applicable Warrant Price shall be correspondingly decreased.

              4.2  AGGREGATION OF SHARES. If after the date hereof, and subject
to the provisions of Section 4.5, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date of
such consolidation, combination or reclassification, the number of shares
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares and the then applicable Warrant Price shall be
correspondingly increased.

              4.3  REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. If after
the date hereof any capital reorganization or reclassification of the Common
Stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation or other similar event shall be effected, then, as a condition of
such reorganization, reclassification, consolidation, merger, or sale, lawful
and fair provision shall be made whereby the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, such shares of stock, securities,
or assets as may be issued or payable with respect to or in exchange for the
number of outstanding shares of such Common Stock equal to the number of shares
of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented by the Warrants, had such reorganization,
reclassification, consolidation, merger, or sale not taken place and in such
event appropriate provision shall be made with respect to the rights and
interests of the Warrant holders to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Warrant Price
and of the number of shares purchasable upon the exercise of the Warrants) shall
thereafter be applicable, as nearly as may be in relation to any share of stock,
securities, or assets thereafter deliverable upon the exercise hereof. The
Company shall not effect any such consolidation, merger, or sale unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing such
assets, shall assume by written instrument executed and delivered to the Warrant
Agent the obligation to deliver to the Warrant holders such shares of stock,
securities, or assets as, in accordance with the foregoing provisions, such
holders may be entitled to purchase.

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              4.4  NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the
Warrant Price or the number of shares issuable on exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice
shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1, 4.2, or 4.3, then, in any
such event, the Company shall give written notice in the manner set forth above
of the record date for such dividend, distribution, or subscription rights, or
the effective date of such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, winding up or issuance. Such notice
shall also specify the date as of which the holders of Common Stock of record
shall participate in such dividend, distribution, or subscription rights, or
shall be entitled to exchange their Common Stock for stock, securities, or
other assets deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding up or issuance.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.

              4.5  NO FRACTIONAL SHARES. Notwithstanding any provision
contained in this Warrant Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any
adjustment made pursuant to this Section 4, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the number of shares of Common Stock to be received shall be
rounded off to the nearest whole number.

              4.6  FORM OF WARRANT. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares
as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
or otherwise, may be in the form as so changed.

         5.   TRANSFER AND EXCHANGE OF WARRANTS.

              5.1  REGISTRATION OF TRANSFER. The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of a Warrant certificate for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant certificate
representing an equal aggregate number of Warrants shall be issued and the old
Warrant certificate shall be canceled by the Warrant Agent. The Warrant
certificate so canceled shall be delivered by the Warrant Agent to the Company
from time to time upon request.

              5.2  PROCEDURE FOR SURRENDER OF WARRANTS. Warrant certificates
may be surrendered to the Warrant Agent, together with a written request for
exchange, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Warrant certificates as requested by the registered holder of the
Warrant certificates so surrendered, representing an equal aggregate number of
Warrants; provided, however, that in the event that a Warrant

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certificate surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant certificate and issue new Warrant
certificates in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrant certificates also must bear a restrictive
legend.

              5.3  FRACTIONAL WARRANTS. The Warrant Agent shall not be required
to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant. The number of
Warrants to be delivered shall be rounded off to the nearest whole number.

              5.4  SERVICE CHARGES. No service charge shall be made for any
exchange or registration of transfer of Warrants.

              5.5  WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the
provisions hereof, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrant certificates duly executed on behalf
of the Company for such purpose.

         6.   REDEMPTION.

              6.1  REDEMPTION. Not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, after they become exercisable
and prior to the Expiration Date, at the office of the Warrant Agent, upon the
notice referred to in Section 6.2, at the price of $.01 per Warrant
("Redemption Price"), provided that (i) the last sale price of the Common Stock
has been at least two hundred percent (200%) of the then effective exercise
price of the Public Warrants on each of the twenty (20) consecutive trading
days ending on the third business day prior to the date on which notice of
redemption is given, the satisfaction of which condition shall be certified by
the Company and (ii) the Company has obtained the prior written consent of the
Underwriter. The provisions of this Section 6.1 may not be modified, amended or
deleted without the prior written consent of the Underwriter.

              6.2  DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the
Company shall elect to redeem all or any part of the outstanding Warrants, the
Company shall fix a date for the redemption. Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company or the Company's
agent at its direction not less than 30 days from the date fixed for redemption
to the registered holders of the outstanding Warrants to be redeemed at their
last address as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice.

              6.3  EXERCISE AFTER NOTICE OF REDEMPTION. The outstanding
Warrants may be exercised in accordance with Section 3 of this Agreement at any
time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the date fixed for redemption. On and after
the redemption date, the record holder of the outstanding Warrants

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shall have no further rights except to receive, upon surrender of the
outstanding Warrants, the Redemption Price.

              6.4  OUTSTANDING WARRANTS ONLY. The Company understands that the
redemption rights provided for by this Section 6 apply only to outstanding
Warrants. To the extent a person holds rights to purchase Warrants, such
purchase rights shall not be extinguished by redemption. However, once such
purchase rights are exercised, the Company may redeem the Warrants issued upon
such exercise provided that the criteria for redemption is met. The provisions
of this Section 6.4 may not be modified, amended or deleted without the prior
written consent of the Underwriter.

         7.   OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

              7.1  NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the
registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other
distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or
the election of directors of the Company or any other matter.

              7.2  LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any
Warrant certificate is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may, on such terms as to indemnity or otherwise as they may
in their discretion impose (which shall, in the case of a mutilated Warrant
certificate, include the surrender thereof), issue a new Warrant certificate of
like denomination, tenor, and date as the Warrant certificate so lost, stolen,
mutilated, or destroyed. Any such new Warrant certificate shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant certificate shall be at any time
enforceable by anyone.

              7.3  RESERVATION OF COMMON STOCK. The Company shall at all times
reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to this Agreement.

              7.4  REGISTRATION OF COMMON STOCK. The Company agrees that prior
to the date that the Warrants become exercisable it shall file with the
Securities and Exchange Commission a post-effective amendment to the
Registration Statement, if possible, or a new registration statement, to
register, under the Securities Act of 1933, and it shall take such action as is
necessary to qualify for sale, in those states in which the Warrants were
initially offered by the Company, the Common Stock issuable upon exercise of
the Warrants. In either case, the Company shall cause the same to become
effective at or prior to the date the Warrants become exercisable, and maintain
the effectiveness of such registration statement and keep current a prospectus
thereunder and maintain such qualification until the expiration of the Public
Warrants and the Underwriter's Warrants in accordance with the provisions of
this Agreement. The provisions of this Section 7.4 may not be modified, amended
or deleted without the prior written consent of the Underwriter.

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         8.   CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

              8.1  PAYMENT OF TAXES. The Company will from time to time
promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock
upon the exercise of Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares.

              8.2  RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

                   8.2.1  APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities (other than those incurred
prior to such resignation or discharge) hereunder after giving sixty (60) days'
notice in writing to the Company. If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the
Warrant Agent or by a holder of Warrants (who shall, with such notice, submit
his Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation
organized, existing and in good standing and authorized under the laws of the
state in which it was incorporated to exercise corporate trust powers, shall
maintain an office in the Borough of Manhattan, City and State of New York for
the transfer of the Warrants and, if not incorporated in the State of New York,
shall be authorized to do business in the State of New York as a foreign
corporation, and subject to supervision or examination by federal or state
authority and shall be authorized to serve as Warrant Agent for the Warrants
under the Securities Exchange Act of 1934, as amended. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

                   8.2.2 NOTICE OF SUCCESSOR WARRANT AGENT. In the event a
successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.

                   8.2.3  MERGER OR CONSOLIDATION OF WARRANT AGENT. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a

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party, if it shall be eligible to serve as Warrant Agent under Section 8.2.1,
shall be the successor Warrant Agent under this Agreement without any further
act.

              8.3  FEES AND EXPENSES OF WARRANT AGENT.

                   8.3.1  REMUNERATION. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

                   8.3.2  FURTHER ASSURANCES. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.

              8.4  LIABILITY OF WARRANT AGENT.

                   8.4.1  RELIANCE ON COMPANY STATEMENT. Whenever in the
performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the President of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

                   8.4.2  INDEMNITY. The Warrant Agent shall be liable
hereunder only for its own negligence or willful misconduct. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this
Agreement except as a result of the Warrant Agent's negligence, willful
misconduct, or bad faith.

                   8.4.3  EXCLUSIONS. The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.

              8.5  ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the
agency established by this Agreement and agrees to perform the same upon the
terms and conditions

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<PAGE>

herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the
Company, all moneys received by the Warrant Agent for the purchase of shares of
the Company's Common Stock through the exercise of Warrants.

         9.   MISCELLANEOUS PROVISIONS.

              9.1  SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.

              9.2  NOTICES. Any notice, statement or demand authorized by this
Warrant Agreement to be given or made by the Warrant Agent or by the holder of
any Warrant to or by the Company shall be sufficiently given or made if sent by
certified mail, or private courier service, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent),
as follows:

                   Montana Mills Bread Co., Inc.
                   2171 Monroe Avenue, Suite 205A
                   Rochester, New York  14618
                   Attn: Eugene O'Donovan, President and Chief Executive Officer

              with a copy to:

                   Harter, Secrest & Emery LLP
                   1600 Bausch & Lomb Place
                   Rochester, New York  14604-2711
                   Attn: James M. Jenkins, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given or made if sent by certified mail or private courier
service, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:

                   Continental Stock Transfer & Trust Company
                   17 Battery Place
                   New York, New York 10004

              9.3  APPLICABLE LAW; JURISDICTION. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all
respects by the law of the State of New York, without giving effect to
principles of conflicts of law. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenience forum. Any such

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<PAGE>

process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2
hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.

              9.4  PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this
Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the registered holders
of the Warrants and, for the purposes of Sections 3.3.5, 6.1 through 6.4 and
7.4 hereof, the Underwriter, any right, remedy, or claim under or by reason of
this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. The Underwriter shall be deemed to be a third-party
beneficiary of this Agreement with respect to such Sections. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto (and
the Underwriter to the extent set forth above) and their successors and assigns
and of the registered holders of the Warrants.

              9.5  EXAMINATION OF THE WARRANT AGREEMENT. A copy of this
Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for
inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his or her Warrant for inspection by it.

              9.6  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 all such counterparts shall together constitute but one
and the same instrument.

              9.7  EFFECT OF HEADINGS. The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.

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<PAGE>



         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto under their respective corporate seals as of the day and year
first above written.


Attest:                             MONTANA MILLS BREAD CO., INC.


                                    By:
----------------------------------     -------------------------------------
Name:                               Name:  Eugene O'Donovan
Title:                              Title: President and Chief Executive Officer



                                    CONTINENTAL STOCK TRANSFER
Attest:                             & TRUST COMPANY



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







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