<PAGE>
                                                                     EXHIBIT 4.2


THE REPRESENTATIVE'S WARRANTS EVIDENCED AND REPRESENTED BY THIS CERTIFICATE (THE
"REPRESENTATIVE'S WARRANTS") AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
(THE "WARRANT SHARES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. HOWEVER, NEITHER THE REPRESENTATIVE'S WARRANTS NOR SUCH
WARRANT SHARES MAY BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT
PURSUANT TO (I) A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT, (II)
A SEPARATE REGISTRATION STATEMENT UNDER SUCH ACT, OR (III) AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND UNDER THE APPLICABLE BLUE SKY LAWS.

THIS REPRESENTATIVE'S WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
OTHERWISE PROVIDED HEREIN AND THE HOLDER OF THIS REPRESENTATIVE'S WARRANT, BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
REPRESENTATIVE'S WARRANT EXCEPT AS OTHERWISE PROVIDED HEREIN.


                    CENTENNIAL SPECIALTY FOODS CORPORATION

          REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF COMMON STOCK

No. UW-001                                     155,000 Representative's Warrants

      THIS CERTIFIES that, for receipt in hand of $10.00 and other value
received, J.P. TURNER & COMPANY, L.L.C. (the "Holder"), is entitled to subscribe
for and purchase from Centennial Specialty Foods Corporation , a Delaware
corporation (the "Company"), upon the terms and conditions set forth herein, at
any time, or from time to time, from ______________, 2003, and before 5:00 p.m.
Mountain time on ____________, 2008 (the "Exercise Period"), 155,000 shares of
Common Stock (the "Warrant Shares"), at a price of $____ per Warrant Share (the
"Exercise Price"), or 120% of the offering price of Common Stock sold by the
Company in a public offering (the "Public Offering") at or prior to the date
hereof.

      The term the "Holder" as used herein shall include any transferee to whom
this Representative's Warrant has been transferred in accordance with the above.
As used herein the term "this Representative's Warrant" shall mean and include
this Representative's Warrant and any Representative's Warrant or
Representative's Warrants hereafter issued as a consequence of the exercise or
transfer of this Representative's Warrant in whole or in part, and the term
"Common Stock" shall mean and include the Company's common stock with ordinary
voting power, which class at the date hereof is publicly traded.

1. This Representative's Warrant may not be sold, transferred, assigned, pledged
or hypothecated until _________, 2004 (12 months from the Effective Date of the
Registration Statement on which it is initially registered) except that it may
be transferred, in whole or in part, (i) to one or more officers, managers or
partners of the Holder (or the officers, managers or partners of any such
partner); (ii) to a member of the underwriting syndicate and/or its officers or
partners; or (iii) by
<PAGE>
operation of law. After _____________, 2004, this Representative's Warrant may
be sold, transferred, assigned or hypothecated in accordance with applicable
law.

2. a. This Representative's Warrant may be exercised during the Exercise Period
as to the whole or any lesser number of Warrant Shares, by the surrender of this
Representative's Warrant (with the election attached hereto duly executed) to
the Company at its office at 400 Inverness Parkway, Englewood, Colorado 80112,
or such other place as is designated in writing by the Company, together with a
certified or bank cashier's check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of Warrant Shares
for which this Representative's Warrant is being exercised.

            b. Upon written request of the Holder, and in lieu of payment for
      the Warrant Shares by check in accordance with paragraph 2(a) hereof, the
      Holder may exercise the Representative's Warrant (or any portion thereof)
      for and receive the number of Warrant Shares equal to a fraction, the
      numerator of which equals (i) the amount by which the Current Market Price
      of the Common Stock for the ten (10) trading days preceding the date of
      exercise exceeds the Exercise Price per Share, multiplied by (ii) the
      number of Warrant Shares to be purchased; the denominator of which equals
      the Current Market Price.

            c. For the purposes of any computation under this Representative's
      Warrant, the "Current Market Price" at any date shall be the closing price
      of the Common Stock on the business day next preceding the event requiring
      an adjustment hereunder. If the principal trading market for such
      securities is an exchange, the closing price shall be the reported last
      sale price on such exchange on such day provided if trading of such Common
      Stock is listed on any consolidated tape, the closing price shall be the
      reported last sale price set forth on such consolidated tape. If the
      principal trading market for such securities is the over-the-counter
      market or the BBX Exchange, the closing price shall be the last reported
      sale price on such date as set forth by The Nasdaq Stock Market, Inc., or,
      if the security is not quoted on such market, the average of the closing
      bid and asked prices as set forth in the National Quotation Bureau pink
      sheets or the Electronic Bulletin Board System for such day.
      Notwithstanding the foregoing, if there is no reported last sale price or
      average closing bid and asked prices, as the case may be, on a date prior
      to the event requiring an adjustment hereunder, then the current market
      price shall be determined as of the latest date prior to such day for
      which such last sale price or average closing bid and asked prices are
      available.

3. Upon each exercise of this Representative's Warrant, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Warrant Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Representative's Warrant, the Company shall issue and deliver
to the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its designee. If this
Representative's Warrant should be exercised in part only, the Company shall,
upon surrender of this Representative's Warrant for cancellation, execute and
deliver a new Representative's Warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares (or portions thereof) subject to
purchase hereunder.


                                       2
<PAGE>
4. The Representative's Warrants shall be registered in a Representative's
Warrant Register as they are issued. The Company shall be entitled to treat the
registered holder of any Representative's Warrant on the Representative's
Warrant Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such
Representative's Warrant on the part of any other person. The Representative's
Warrants shall be transferable only on the books of the Company upon delivery
thereof duly endorsed by the Holder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Representative's Warrant or
Representative's Warrants to the person entitled thereto. The Representative's
Warrants may be exchanged, at the option of the Holder thereof, for another
Representative's Warrant, or other Representative's Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof) upon surrender to
the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause the Representative's Warrants to be
transferred on its books to any person if, in the opinion of counsel to the
Company, such transfer does not comply with the provisions of the Securities Act
of 1933, as amended (the "Act"), or applicable state blue sky laws and the rules
and regulations thereunder.

5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Representative's Warrant, such number of shares of Common
Stock as shall, from time to time, be sufficient therefor. The Company covenants
that all Warrant Shares issuable upon exercise of this Representative's Warrant
shall be validly issued, fully paid, nonassessable, and free of preemptive
rights.

6. a. If the Company shall at any time subdivide its outstanding Common Stock by
recapitalization, reclassification or split-up thereof, the number of Warrant
Shares subject to this Representative's Warrant immediately prior to such
subdivision shall be proportionately increased, and if the Company shall at any
time combine the outstanding Common Stock by recapitalization, reclassification
or combination thereof, the number of Warrant Shares subject to this
Representative's Warrant immediately prior to such combination shall be
proportionately decreased. Any corresponding adjustment to the Exercise Price
shall become effective at the close of business on the record date for such
subdivision or combination.

            b. If the Company after the date hereof shall distribute to the
holders of its Common Stock any securities or other assets (other than a
distribution of Common Stock or a cash distribution made as a dividend payable
out of earnings or out of any earned surplus legally available for dividends
under the laws of the jurisdiction of incorporation of the Company), the Board
of Directors shall be required to make such equitable adjustment in the Exercise
Price in effect immediately prior to the record date of such distribution as may
be necessary to preserve the rights substantially proportionate to those enjoyed
hereunder by the Holder immediately prior to such distribution. Any such
adjustment made in good faith by the Board of Directors shall be final and
binding upon the Holder and shall become effective as of the record date for
such distribution.


                                       3
<PAGE>
            c. No adjustment in the number of Warrant Shares subject to this
      Representative's Warrant shall be required unless such adjustment would
      require an increase or decrease in such number of Warrant Shares of at
      least 1% of the then adjusted number of Warrant Shares issuable upon
      exercise of this Representative's Warrant, provided, however, that any
      adjustments which by reason of the foregoing are not required at the time
      to be made shall be carried forward and taken into account and included in
      determining the amount of any subsequent adjustment; and provided further,
      however, that in case the Company shall at any time subdivide or combine
      the outstanding Common Stock or issue any additional Common Stock as a
      dividend, said percentage shall forthwith be proportionately increased in
      the case of a combination or decreased in the case of a subdivision or
      dividend of Common Stock so as to appropriately reflect the same. If the
      Company shall make a record of the holders of its Common Stock for the
      purpose of entitling them to receive any dividend or distribution and
      legally abandon its plan to pay or deliver such dividend or distribution
      then no adjustment in the number of Warrant Shares subject to this
      Representative's Warrant shall be required by reason of the making of such
      record.

            d. Whenever the number of Warrant Shares purchasable upon the
      exercise of this Representative's Warrant is adjusted as provided herein,
      the Exercise Price shall be adjusted (to the nearest one tenth of a cent)
      by respectively multiplying such Exercise Price immediately prior to such
      adjustment by a fraction, the numerator of which shall be the number of
      Warrant Shares purchasable upon the exercise of this Representative's
      Warrant immediately prior to such adjustment, and the denominator of which
      shall be the number of Warrant Shares purchasable immediately thereafter.

            e. In case of any reclassification of the outstanding Common Stock
      (other than a change covered by (a) hereof or which solely affects the par
      value of such Common Stock) or in the case of any merger or consolidation
      of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and which does not result in any reclassification or capital
      reorganization of the outstanding Common Stock), or in the case of any
      sale or conveyance to another corporation of the property of the Company
      as an entirety or substantially as an entirety in connection with which
      the Company is dissolved, the Holder of this Representative's Warrant
      shall have the right thereafter (until the expiration of the right of
      exercise of this Representative's Warrant) to receive upon the exercise
      hereof, for the same aggregate Exercise Price payable hereunder
      immediately prior to such event, the kind and amount of shares of stock or
      other securities or property receivable upon such reclassification,
      capital reorganization, merger or consolidation, or upon the dissolution
      following any sale or other transfer, by a holder of the number of Warrant
      Shares obtainable upon the exercise of this Representative's Warrant
      immediately prior to such event; and if any reclassification also results
      in a change in Common Stock covered by (a) above, then such adjustment
      shall be made pursuant to both this paragraph (e) and paragraph (a). The
      provisions of this paragraph (e) shall similarly apply to successive
      re-classifications, or capital reorganizations, mergers or consolidations,
      sales or other transfers.


                                       4
<PAGE>
      If the Company after the date hereof shall issue or agree to issue Common
Stock or convertible securities, other than as described herein, and such
issuance or agreement would in the opinion of the Board of Directors of the
Company materially affect the rights of the Holders of the Representative's
Warrants, the Exercise Price and the number of Warrant Shares purchasable upon
exercise of the Representative's Warrants shall be adjusted in such matter, if
any, and at such time as the Board of Directors of the Company, in good faith,
may determine to be equitable in the circumstances. The minutes or unanimous
consent approving such action shall set forth the Board of Director's
determination as to whether an adjustment is warranted and the manner of such
adjustment. In the absence of such determination, any Holder may request in
writing that the Board of Directors make such determination. Any such
determination made in good faith by the Board of Directors shall be final and
binding upon the Holders. If the Board fails, however, to make such
determination within sixty (60) days after such request, such failure shall be
deemed a determination that an adjustment is required.

            f. i. Upon occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable upon exercise of
this Representative's Warrant in accordance with, and as required by, the terms
hereof, the Company shall forthwith employ a firm of certified public
accountants (who may be the regular accountants for the Company) who shall
compute the adjusted Exercise Price and the adjusted number of Warrant Shares
purchasable at such adjusted Exercise Price by reason of such event in
accordance herewith. The Company shall give to each Holder of the
Representative's Warrants a copy of such computation which shall be conclusive
and shall be binding upon such Holders unless contested by Holders by written
notice to the Company within thirty (30) days after receipt thereof. No such
computation shall be required in instances where the Exercise Price and the
number of Warrant Shares are adjustable in an amount of less than 5%.

                  ii. In case the Company after the date hereof shall propose
            (A) to pay any dividend payable in stock to the holders of its
            Common Stock or to make any other distribution (other than cash
            dividends) to the holders of its Common Stock or to grant rights to
            subscribe to or purchase any additional shares of any class or any
            other rights or options to holders of its Common Stock, (B) to
            effect any reclassification involving merely the subdivision or
            combination of outstanding Common Stock, or (C) any capital
            reorganization or any consolidation or merger, or any sale, transfer
            or other disposition of its property, assets and business
            substantially as an entirety, or the liquidation, dissolution or
            winding up of the Company, then in each such case, the Company shall
            obtain the computation described above and if an adjustment to the
            Exercise Price is required, the Company shall notify the Holders of
            the Representative's Warrants of such proposed action, which shall
            specify the record date for any such action or if no record date is
            established with respect thereto, the date on which such action
            shall occur or commence, or the date of participation therein by the
            holders of Common Stock if any such date is to be fixed, and shall
            also set forth such facts with respect thereto as shall be
            reasonably necessary to indicate the effect of such action on the
            Exercise Price and the number, or kind, or class of shares or other
            securities or property obtainable upon exercise of this
            Representative's Warrant after giving effect to any adjustment which
            will be required as a result of such


                                       5
<PAGE>
            action. Such notice shall be given at least twenty (20) days prior
            to the record date for determining holders of the Common Stock for
            purposes of any such action, and in the case of any action for which
            a record date is not established then such notice shall be mailed at
            least twenty (20) days prior to the taking of such proposed action.

                  iii. Failure to file any certificate or notice or to give any
            notice, or any defect in any certificate or notice, shall not effect
            the legality or validity of the adjustment in the Exercise Price or
            in the number, or kind, or class of shares or other securities or
            property obtainable upon exercise of the Representative's Warrants
            or of any transaction giving rise thereto.

            g. The Company shall not be required to issue fractional Warrant
      Shares upon any exercise of the Representative's Warrants. As to any final
      fraction of a Share which the Holder of a Representative's Warrant would
      otherwise be entitled to purchase upon such exercise, the Company shall
      pay a cash adjustment in respect of such final fraction in an amount equal
      to the same fraction of the market price of a share of such stock on the
      business day preceding the day of exercise. The Holder of a
      Representative's Warrant, by his acceptance of a Representative's Warrant,
      expressly waives any right to receive any fractional Warrant Shares.

            h. Regardless of any adjustments pursuant to this section in the
      Exercise Price or in the number, or kind, or class of shares or other
      securities or other property obtainable upon exercise of a
      Representative's Warrant, a Representative's Warrant may continue to
      express the Exercise Price and the number of Warrant Shares obtainable
      upon exercise at the same price and number of Warrant Shares as are stated
      herein.

            i. The number of Warrant Shares, the Exercise Price and all other
      terms and provisions of the Company's agreement with the Holder of this
      Representative's Warrant shall be determined exclusively pursuant to the
      provisions hereof.

            j. The above provisions of this section 6 shall similarly apply to
      successive transactions which require adjustments.

            k. Notwithstanding any other language to the contrary herein, (i)
      the anti-dilution terms of this Representative's Warrant will not be
      enforced so as to provide the Holder the right to receive, or for the
      accrual of, cash dividends prior to the exercise of this Representative's
      Warrant, and (ii) the anti-dilution terms of this Representative's Warrant
      will not be enforced in such a manner as to provide the Holder with
      disproportionate rights, privileges and economic benefits not provided to
      purchasers of the Common Stock in the Public Offering.

7. The issuance of any Warrant Shares or other securities upon the exercise of
this Representative's Warrant and the delivery of certificates or other
instruments representing such securities, or other securities, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any


                                       6
<PAGE>
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

8. a. If, at any time after _______________, 2003 (the Effective Date of the
Registration Statement), and ending ____________, 2010 (seven years after the
Effective Date of the Registration Statement), the Company shall file a
registration statement (other than on Form S-4, Form S-8, or any successor form)
with the Securities and Exchange Commission (the "Commission") while Warrant
Shares are available for purchase upon exercise of this Representative's Warrant
or while any Warrant Shares (collectively, the Representative's Warrants and the
underlying Warrant Shares, the "Representative's Securities") are outstanding,
the Company shall, on two occasions only, give the Holder and all the then
holders of such Representative's Securities at least 30 days prior written
notice of the filing of such registration statement. If requested by the Holder
or by any such holder in writing within 20 days after receipt of any such
notice, the Company shall, at the Company's sole expense (other than the fees
and disbursements of counsel for the Holder or such holder and the underwriting
discounts, if any, payable in respect of the securities sold by the Holder or
any such holder), register or qualify the Warrant Shares of the Holder or any
such holders who shall have made such request concurrently with the registration
of such other securities, all to the extent requisite to permit the public
offering and sale of the Warrant Shares requested to be registered, and will use
its best efforts through its officers, directors, auditors and counsel to cause
such registration statement to become effective as promptly as practicable.
Notwithstanding the foregoing, if the managing underwriter of any such offering
shall advise the Company in writing that, in its opinion, the distribution of
all or a portion of the Warrant Shares requested to be included in the
registration concurrently with the securities being registered by the Company
would materially adversely affect the distribution of such securities by the
Company for its own account, then the Holder or any such holder who shall have
requested registration of his or its Warrant Shares shall delay the offering and
sale of such Warrant Shares (or the portions thereof so designated by such
managing underwriter) for such period, not to exceed 90 days, as the managing
underwriter shall request, provided that no such delay shall be required as to
any Warrant Shares if any securities of the Company are included in such
registration statement for the account of any person other than the Company and
the Holder unless the securities included in such registration statement for
such other person shall have been reduced pro rata to the reduction of the
Warrant Shares which were requested to be included in such registration.

            b. If at any time after ___________, 2004 (one year after the
      Effective Date of the Registration Statement), and before ___________,
      2008 (five years after the Effective Date of the Registration Statement),
      the Company shall receive a written request from holders of
      Representative's Securities who, in the aggregate, own (or upon exercise
      of all Representatives Warrants will own) a majority of the total number
      of Warrant Shares, the Company shall, as promptly as practicable, prepare
      and file with the Commission a registration statement sufficient to permit
      the public offering and sale of the Warrant Shares, and will use its best
      efforts through its officers, directors, auditors and counsel to cause
      such registration statement to become effective as promptly as
      practicable; provided, however, that the Company shall only be obligated
      to file and obtain effectiveness of one such registration statement for
      which all expenses incurred in


                                       7
<PAGE>
      connection with such registration (other than the fees and disbursements
      of counsel for the Holder or such holders and underwriting discounts, if
      any, payable in respect of the Warrant Shares, sold by the Holder or any
      such holder) shall be borne by the Company.

            c. In addition to the rights above provided, the Company will
      cooperate with the then holders of the Representative's Securities in
      preparing and signing a registration statement, on two occasions only, in
      addition to the registration statement discussed above, required in order
      to sell or transfer the Warrant Shares and will supply all information
      required therefor, but such additional registration statements shall be at
      the then holders' cost and expense unless the Company elects to register
      additional shares of the Company's Common Stock in which case the cost and
      expense of such registration statement will be prorated between the
      Company and the Holders of the Warrant Shares according to the aggregate
      sales prices of the securities being issued.

            d. In the event of a registration pursuant to the provisions of this
      paragraph 8, the Company shall use its best efforts to cause the Warrant
      Shares so registered to be registered or qualified for sale under the
      securities or blue sky laws of such jurisdictions as the Holder or such
      holders may reasonably request; provided, however, that the Company shall
      not be required to qualify to do business in any state by reason of this
      paragraph 8(d) in which it is not otherwise required to qualify to do
      business and provided further, that the Company has no obligation to
      qualify the Warrant Shares where such qualification would cause any
      unreasonable delay or expenditure by the Company.

            e. The Company shall keep effective any registration or
      qualification contemplated by this paragraph 8 and shall from time to time
      amend or supplement each applicable registration statement, preliminary
      prospectus, final prospectus, application, document and communication for
      such period of time as shall be required to permit the Holder or such
      holders to complete the offer and sale of the Warrant Shares covered
      thereby. The Company shall in no event be required to keep any such
      registration or qualification in effect for a period in excess of nine
      months from the date on which the Holder and such holders are first free
      to sell such Warrant Shares; provided, however, that if the Company is
      required to keep any such registration or qualification in effect with
      respect to securities other than the Warrant Shares beyond such period,
      the Company shall keep such registration or qualification in effect as it
      relates to the Warrant Shares for so long as such registration or
      qualification remains or is required to remain in effect in respect of
      such other securities.

            f. In the event of a registration pursuant to the provisions of this
      paragraph 8, the Company shall furnish to the Holder and to each such
      holder such reasonable number of copies of the registration statement and
      of each amendment and supplement thereto (in each case, including all
      exhibits), such reasonable number of copies of each prospectus contained
      in such registration statement and each supplement or amendment thereto
      (including each preliminary prospectus), all of which shall conform to the
      requirements of the Act and the rules and regulations thereunder, and such
      other documents as the Holder or such holders may reasonably request in
      order to facilitate the disposition of the Warrant Shares included in such
      registration.


                                       8
<PAGE>
            g. In the event of a registration pursuant to the provisions of this
      paragraph 8, the Company shall furnish the Holder and each holder of any
      Warrant Shares so registered with an opinion of its counsel to the effect
      that (i) the registration statement has become effective under the Act and
      no order suspending the effectiveness of the registration statement,
      preventing or suspending the use of the registration statement, any
      preliminary prospectus, any final prospectus, or any amendment or
      supplement thereto has been issued, nor to such counsel's actual knowledge
      has the Securities and Exchange Commission or any securities or blue sky
      authority of any jurisdiction instituted or threatened to institute any
      proceedings with respect to such an order and (ii) the registration
      statement and each prospectus forming a part thereof (including each
      preliminary prospectus), and any amendment or supplement thereto, complies
      as to form with the Act and the rules and regulations thereunder. Such
      counsel shall also provide a Blue Sky Memorandum setting forth the
      jurisdictions in which the Warrant Shares have been registered or
      qualified for sale pursuant to the provisions of paragraph 8(c).

            h. The Company agrees that until all the Warrant Shares have been
      sold under a registration statement or pursuant to Rule 144 under the Act,
      it shall keep current in filing all reports, statements and other
      materials required to be filed with the Commission to permit holders of
      the Warrant Shares to sell such securities under Rule 144.

            i. The Holder and any holders who propose to register their Warrant
      Shares under the Act shall execute and deliver to the Company a selling
      stockholder questionnaire on a form to be provided by the Company.

            j. The Company shall not be required by the terms hereof to file a
      registration statement if, in the opinion of counsel to the holders of the
      Representative's Securities and counsel for the Company (or, should they
      not agree, in the opinion of another counsel experienced in securities law
      matters acceptable to counsel for the holders of Representative's
      Securities and the Company), the proposed public offering or other
      transfer as to which such registration statement is requested to be filed
      is exempt from applicable federal and state securities laws, rules,
      regulations and would result in unaffiliated purchasers or transferees
      obtaining securities that are not "restricted securities" as that term is
      defined in Rule 144 under the Act.

9. a. Subject to the conditions set forth below, the Company agrees to indemnify
and hold harmless the Holder, any holder of any of the Representative's
Securities, their officers, directors, partners, employees, agents and counsel,
and each person, if any, who controls any such person within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), from and against any and all loss, liability,
charge, claim, damage and expense whatsoever (which shall include, for all
purposes of this Section 9, but not be limited to, attorneys' fees, expert
witness fees, and any and all expense whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation), as and when incurred, arising out of, based upon, or in connection
with (i) any untrue statement or alleged untrue statement of a material fact
contained (A) in any registration statement, preliminary prospectus or final
prospectus (as from time to time amended and


                                       9
<PAGE>
supplemented), or any amendment or supplement thereto, or (B) in any application
or other document or communication (in this Section 9 collectively called an
"application") executed by or on behalf of the Company or based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to register or qualify any of the Representative's Securities under the
securities or blue sky laws thereof or filed with the Commission or any
securities exchange; or any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company with respect to
the Holder or any holder of any of the Representative's Securities by or on
behalf of such person expressly for inclusion in any registration statement,
preliminary prospectus, or final prospectus, or any amendment or supplement
thereto, or in any application, as the case may be, or (ii) any breach of any
representation, warranty, covenant or agreement of the Company contained in this
Representative's Warrant. The foregoing agreement to indemnify shall be in
addition to any liability the Company may otherwise have, including liabilities
arising under this Representative's Warrant.

      If any action is brought against the Holder or any holder of any of the
Representative's Securities or any of its officers, directors, partners,
employees, agents or counsel, or any controlling persons of such person (an
"indemnified party") in respect of which indemnity may be sought against the
Company pursuant to the foregoing paragraph, such indemnified party or parties
shall promptly notify the Company in writing of the institution of such action
(but the failure so to notify shall not relieve the Company from any liability
it may otherwise have to Holder or any holder of any of the Representative's
Securities) and the Company shall promptly assume the defense of such action,
including the employment of counsel (reasonably satisfactory to such indemnified
party or parties) and payment of expenses. Such indemnified party or parties
shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless the employment of such counsel shall have
been authorized in writing by the Company in connection with the defense of such
action or the Company shall not have promptly employed counsel reasonably
satisfactory to such indemnified party or parties to have charge of the defense
of such action or such indemnified party or parties shall have reasonably
concluded that there may be one or more legal defenses available to it or them
or to other indemnified parties which are different from or additional to those
available to the Company, in any of which events such fees and expenses shall be
borne by the Company and the Company shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties; provided,
however, that the Company shall in no event be responsible or liable for the
fees and expenses of more than two law firms in connection with any such
proceeding. Anything in this paragraph to the contrary notwithstanding, the
Company shall not be liable for any settlement of any such claim or action
effected without its written consent.

            b. The Holder and each holder agrees to indemnify and hold harmless
      the Company, each director of the Company, each officer of the Company who
      shall have signed any registration statement covering the Representative's
      Securities held by the Holder and each holder and each other person, if
      any, who controls the Company within the meaning of Section 15 of the Act
      or Section 20(a) of the Exchange Act, to the same extent as the foregoing
      indemnity from the Company to the Holder and each holder in paragraph
      9(a), but only with respect to statements or omissions, if any, made in
      any


                                       10
<PAGE>
      registration statement, preliminary prospectus, or final prospectus (as
      from time to time amended and supplemented), or any amendment or
      supplement thereto, or in any application, in reliance upon and in
      conformity with written information furnished to the Company with respect
      to the Holder and each holder by or on behalf of the Holder and each
      holder expressly for inclusion in any such registration statement,
      preliminary prospectus, or final prospectus, or any amendment or
      supplement thereto, or in any application, as the case may be. If any
      action shall be brought against the Company or any other person so
      indemnified based on any such registration statement, preliminary
      prospectus, or final prospectus, or any amendment or supplement thereto,
      or in any application, and in respect of which indemnity may be sought
      against the Holder and each holder pursuant to this paragraph 9(b), the
      Holder and each holder shall have the rights and duties given to the
      Company, and the Company and each other person so indemnified shall have
      the rights and duties given to the indemnified parties, by the provisions
      of paragraph 9(a).

            c. To provide for just and equitable contribution, if (i) an
      indemnified party makes a claim for indemnification pursuant to paragraph
      9(a) or 9(b) (subject to the limitations thereof) but it is found in a
      final judicial determination, not subject to further appeal, that such
      indemnification may not be enforced in such case, even though this
      Agreement expressly provides for indemnification in such case, or (ii) any
      indemnified or indemnifying party seeks contribution under the Act, the
      Exchange Act or otherwise because the indemnification provided for in this
      Section 9 is for any reason held to be unenforceable by the Company and
      the Holder and any holder, then the Company (including for this purpose
      any contribution made by or on behalf of any director of the Company, any
      officer of the Company who signed any such registration statement and any
      controlling person of the Company), as one entity, and the Holder and any
      holder of any of the Representative's Securities included in such
      registration in the aggregate (including for this purpose any contribution
      by or on behalf of the Holder or any holder), as a second entity, shall
      contribute to the losses, liabilities, claims, damages and expenses
      whatsoever to which any of them may be subject, on the basis of relevant
      equitable considerations such as the relative fault of the Company and the
      Holder or any such holder in connection with the facts which resulted in
      such losses, liabilities, claims, damages and expenses. The relative
      fault, in the case of an untrue statement, alleged untrue statement,
      omission or alleged omission, shall be determined by, among other things,
      whether such statement, alleged statement, omission or alleged omission
      relates to information supplied by the Company, by the Holder or by any
      holder of Representative's Securities included in such registration, and
      the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement, alleged statement,
      omission or alleged omission. The Company and the Holder agree that it
      would be unjust and inequitable if the respective obligations of the
      Company and the Holder for contribution were determined by pro rata or per
      capita allocation of the aggregate losses, liabilities, claims, damages
      and expenses (even if the Holder and the other indemnified parties were
      treated as one entity for such purpose) or by any other method of
      allocation that does not reflect the equitable considerations referred to
      in this paragraph 9(c). No person guilty of a fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Act) shall be entitled to
      contribution from any person who is not guilty of such fraudulent
      misrepresentation. For purposes of this paragraph 9(c), each


                                       11
<PAGE>
      person, if any, who controls the Holder or any holder of any of the
      Representative's Securities within the meaning of Section 15 of the Act or
      Section 20(a) of the Exchange Act and each officer, director, partner,
      employee, agent and counsel of each such person, shall have the same
      rights to contribution as such person and each person, if any, who
      controls the Company within the meaning of Section 15 of the Act or
      Section 20(a) of the Exchange Act, each officer of the Company who shall
      have signed any such registration statement, and each director of the
      Company shall have the same rights to contribution as the Company, subject
      in each case to the provisions of this paragraph 9(c). Anything in this
      paragraph 9(c) to the contrary notwithstanding, no party shall be liable
      for contribution with respect to the settlement of any claim or action
      effected without its written consent. This paragraph 9(c) is intended to
      supersede any right to contribution under the Act, the Exchange Act or
      otherwise.

10. Unless the Warrant Shares have been registered or an exemption from such
registration is available, the Warrant Shares issued upon exercise of the
Representative's Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing any such Warrant Shares shall bear the
following legend:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933, NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE
            SKY") LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD,
            TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 AND UNDER THE APPLICABLE
            STATE SECURITIES ("BLUE SKY") LAWS OR UNLESS THE AVAILABILITY OF AN
            EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND LAWS IS ESTABLISHED
            TO THE SATISFACTION OF THE COMPANY, WHICH MAY NECESSITATE A WRITTEN
            OPINION OF SELLER'S COUNSEL SATISFACTORY TO COMPANY COUNSEL.

11. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of any Representative's Warrant (and upon surrender of
any Representative's Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses and receipt of an indemnity agreement
from any Holder seeking a new Representative's Warrant, the Company shall
execute and deliver to the Holder thereof a new Representative's Warrant of like
date, tenor and denomination.

12. The Holder of any Representative's Warrant shall not have, solely on account
of such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Representative's Warrant.

13. This Representative's Warrant shall be construed in accordance with the laws
of the State of Colorado, without giving effect to conflict of laws.


                                       12
<PAGE>
Dated: _____________, 2003

                                CENTENNIAL SPECIALTY FOODS CORPORATION


                                By:
                                     ------------------------------------------
                                     J. Michael Miller, Chief Executive Officer


                                       13
<PAGE>
                               FORM OF ASSIGNMENT


         (To be executed by the registered holder if such holder desires
               to transfer the attached Representative's Warrant.)


      FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto ________________________ Representative's Warrants to
purchase __________ shares of Common Stock of Centennial Specialty Foods
Corporation (the "Company"), together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
____________________________ attorney to transfer such Representative's Warrants
on the books of the Company, with full power of substitution.

Dated:  _____________________


Signature:  ______________________________________


Signature Guaranteed: ____________________________


                                     NOTICE

      The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.
<PAGE>





                              ELECTION TO EXERCISE

             (To be executed by the holder if such holder desires to
                 exercise the attached Representative's Warrant)


      The undersigned hereby exercises his or its rights to subscribe for
__________ shares of Common Stock covered by the within Representative's Warrant
(each as defined in the within Representative's Warrant) and tenders payment
herewith in the amount of $__________ in accordance with the terms thereof, and
requests that certificates for such Warrants be issued in the name of, and
delivered to:




                   (Print Name, Address and Social Security or
                           Tax Identification Number)

and, if such number of Warrants (or portions thereof) shall not be all the
Warrants covered by the within Representative's Warrant, that a new
Representative's Warrant for the balance of the Representative's Warrants (or
portions thereof) covered by the within Representative's Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below.

Name:___________________________________________________________________________
                                     (Print)

Address:________________________________________________________________________


Dated:  _____________________


Signature:  ______________________________________


Signature Guaranteed:_____________________________


                                     NOTICE

      The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Representative's Warrant in every particular,
without alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by an eligible guarantor institution which is a participant in a
Securities Transfer Association recognized program.