<PAGE>

                                                                  EXHIBIT 10.7
                                 PROMISSORY NOTE

ALPHARETTA, GEORGIA                               DATE: NOVEMBER 24, 2003

PRINCIPAL AMOUNT: US $289,000
INTEREST RATE: 10% per annum

DUE DATE: MARCH 31, 2004

FOR VALUE RECEIVED the undersigned, Syndicated Food Services International Inc.,
a Florida corporation (the "Borrower") promises to pay to the order of FIDRA
HOLDINGS LTD., OR ITS SUCCESSORS OR ASSIGNS (THE "HOLDER"), the sum of Two
Hundred Eighty Nine Dollars (USD $289,000.00) (The Principal) on March 31, 2004
(The "Maturity Date"), together with the interest at the rate of Ten per cent
(10%) per annum on the principal amount outstanding from time to time until paid
in full. All sums due hereunder shall be paid by the Borrower to the holder of
this Note at such address as designated by the holder of this Note to the
Borrower.

In the event a default shall be made in payment of any installment of interest
or principal or other charges when due all such amounts shall bear interest at a
default rate of interest from the date of default at the rate of 15 % per annum
and shall be immediately due and payable. In the event of any default hereunder
the holders shall be entitled to all remedies at law or in equity and shall be
entitled to all costs and expenses incurred by its, including attorneys fees.

This Note shall be governed by and construed in accordance with the laws of the
State of Florida, without regard to conflict of law principles. Any dispute with
respect to the interpretation of this Note or the rights and obligations of the
parties shall be exclusively brought in a proceeding in the United States
District Court for the Southern District of Florida or if such court lacks
subject matter jurisdiction in the Supreme Court of the State of Florida. Each
of the holder and the Borrower waives the right to context the jurisdiction or
venue of either of such courts or to claim it is an inconvenient forum.

Neither the Borrower nor the holder may claim the right to have a jury trial and
the Borrower shall have no right of offset or counterclaim.

The Borrower expressly waives the right to notice of any default or the right to
presentment or demand.

The proceeds of this Note shall be used to fund principal and interest payments
to Charles and Marjorie Beasley pursuant to the Promissory Note issued to
purchase, in part, Beasley Food Service, Inc. and Beasley Transportation, Inc.

SYNDICATED FOOD SERVICE INTERNATIONAL INC.


BY: __________________________________
         THOMAS P. TANIS, JR.
         CHIEF EXECUTIVE OFFICER


<PAGE>




THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO
RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.



                  SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

               Incorporated Under the Laws of the State of Florida

Warrant #030001                                            13,050 Common Stock
                                                           Purchase Warrants

                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS


        1. Warrant. This Warrant Certificate certifies that Fidra Holdings, Ltd.
or its registered assigns (the "Registered Holder"), is the registered owner of
the above indicated number of Warrants expiring on the Expiration Date, as
hereinafter defined. One (1) Warrant entitles the Registered Holder to purchase
one (1) share of the Common Stock, $.001 par value (a "Share"), of Syndicated
Food Service International, Inc., a Florida Corporation (the "Company"), from
the Company at a purchase price of fifty cents ($0.50) per Share (the "Exercise
Price") at any time during the Exercise Period, as hereinafter defined, upon
surrender of this Warrant Certificate with the exercise form hereon duly
completed and executed and accompanied by payment of the Exercise Price at the
principal office of the Company.

Upon due presentment for transfer or exchange of this Warrant Certificate at the
principal office of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations provided herein, upon payment of any tax or governmental charge
imposed in connection with such transfer. Subject to the terms hereof, the
Company shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or exchange
permitted hereunder.

        2. Restrictive Legend. Each Warrant Certificate and each certificate
representing Shares issued upon exercise of a Warrant, unless such Shares are
then registered under the Securities Act of 1933, as amended (the "Act"), shall
bear a legend in substantially the following form:

        "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
        SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD
        ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF
        FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM
        SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE."

        3. Exercise. Subject to the terms hereof, the Warrants, evidenced by
this Warrant Certificate, may be exercised at the Exercise Price in whole or in
part and at any time during the period (the "Exercise Period")


<PAGE>

commencing on the date hereof and terminating at the close of business on
December 31, 2004 (the "Expiration Date"). The Exercise Period may be extended
by the Company's Board of Directors in its sole discretion.

A Warrant shall be deemed to have been exercised immediately prior to the close
of business on the date (the "Exercise Date") of the surrender to the Company at
its principal offices of this Warrant Certificate with the exercise form
attached hereto executed by the Registered Holder and accompanied by payment to
the Company, in cash or by official bank or certified check, of an amount equal
to the aggregate Exercise Price, in lawful money of the United States of
America.

The person entitled to receive the Shares issuable upon exercise of a Warrant or
Warrants ("Warrant Shares") shall be treated for all purposes as the holder of
such Warrant Shares as of the close of business on the Exercise Date. The
Company shall not be obligated to issue any fractional share interests in
Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect thereto, and such right to a fractional share shall be of
no value whatsoever. If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

The Company may deem and treat the Registered Holder of the Warrants at any time
as the absolute owner thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Warrants shall not entitle the
Registered Holder thereof to any of the rights of shareholders or to any
dividend declared on the Shares unless the Registered Holder shall have
exercised the Warrants and thereby purchased the Warrant Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.

        4. Redemption of Warrants by Company. The Company shall have the right
and option, upon 20 days prior written notice to each Registered Holder, to
call, redeem and acquire at the redemption price of $.01 per Warrant all of the
Warrants which remain outstanding and unexercised at the date fixed for
redemption (the "Redemption Date"). The Redemption Date shall be no less than 20
days after the notice date and the Registered Holders shall have the right
during the period immediately following the date of such notice and prior to the
Redemption Date to exercise the Warrants in accordance with Section 3 hereof.

        5. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized Common
Stock such number of Shares as shall then be issuable on the exercise of
outstanding Warrants. The company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

The Registered Holder shall pay all documentary stamp or similar taxes and other
government charges that may be imposed with respect to the issuance, transfer or
delivery of any Warrant Shares on exercise of the Warrants. In the event the
Warrant Shares are to be delivered in a name other than the name of the
Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person requesting the same has paid the amount of any such taxes or
charges incident thereto.

        6. Registration of Transfer. The Warrant Certificates may be transferred
in whole or in part, provided any such transfer complies with all applicable
federal and state securities laws and, if requested by the Company, the
Registered Holder delivers to the Company an opinion of counsel to that effect,
in form and substance reasonable acceptable to the Company and its counsel.
Warrant Certificates to be transferred shall be surrendered to the Company at
its principal office. The Company shall execute, issue and deliver in exchange
therefore the Warrant Certificate or Certificates which the Registered Holder
making the transfer shall be entitled to receive.

<PAGE>


The Company shall keep transfer books at its principal office which shall
register Warrant Certificates and the transfer thereof. On due presentment of
any Warrant Certificate for registration of transfer at such office, the Company
shall execute, issue and deliver to the transferee or transferees a new Warrant
Certificate or Certificates representing an equal aggregate number of Warrants.
All Warrant Certificates presented for registration of transfer or exercise
shall be duly endorsed or be accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company. The Company may require payment
of a sum sufficient to cover any tax or other government charge that may be
imposed in connection therewith.

All Warrant Certificates so surrendered, or surrendered for exercise, or for
exchange in case of mutilated Warrant Certificates, shall be promptly canceled
by the Company and thereafter retained by the Company until the Expiration Date.
Prior to due presentment for registration of transfer thereof, the Company may
treat the Registered Holder of any Warrant Certificate as the absolute owner
thereof (notwithstanding any notations of ownership or writing thereon made by
anyone other than the Company), and the Company shall not be affected by any
notice to the contrary.

        7. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, the Company shall execute and deliver,
in lieu thereof, a new Warrant Certificate representing an equal aggregate
number of Warrants. In the case of loss, theft or destruction of any Warrant
Certificate, the individual requesting issuance of a new Warrant Certificate
shall be required to indemnify the Company in an amount satisfactory to the
Company. In the event a Warrant Certificate is mutilated, such Warrant
Certificate shall be surrendered and canceled by the Company prior to delivery
of a new Warrant Certificate. Applicants for a new Warrant Certificate shall
also comply with such other regulations and pay such other reasonable charges as
the Company may prescribe.

        8. Adjustment of Shares. The number and kind of securities issuable upon
exercise of a Warrant shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

                (a) Stock Splits, Stock Combinations and Certain Stock
        Dividends. If the Company shall at any time subdivide or combine its
        outstanding Shares, or declare a dividend in Shares or other securities
        of the Company convertible into or exchangeable for Shares, a Warrant
        shall, after such subdivision or combination or after the record date
        for such dividend, be exercisable for that number of Shares and other
        securities of the Company that the Registered Holder would have owned
        immediately after such event with respect to the Shares and other
        securities for which a Warrant may have been exercised immediately
        before such event had the Warrant been exercised immediately before such
        event. Any adjustment under this Section 8 (a) shall become effective at
        the close of business on the date the subdivision, combination or
        dividend becomes effective.

                (b) Adjustment for Reorganization, Consolidation, Merger. In
        case of any reorganization of the Company (or any other corporation the
        stock or other securities of which are at the time receivable upon
        exercise of a Warrant) or in case the Company (or any such other
        corporation) shall merge into or with or consolidate with another
        corporation or convey all or substantially all of its assets to another
        corporation or enter into a business combination of any form as a result
        of which the Shares or other securities receivable upon exercise of a
        Warrant are converted into other stock or securities of the same or
        another corporation, then and in each such case, the Registered Holder
        of a Warrant, upon exercise of the purchase right at any time after the
        consummation of such reorganization, consolidation, merger, conveyance
        or combination (in each case, a "Sale Transaction"), shall be entitled
        to receive, in lieu of the Shares or other securities to which such
        Registered Holder would have been entitled had he exercised the purchase
        right immediately prior thereto, such stock and securities which such
        Registered Holder would have owned immediately after such event with
        respect to the Shares and other securities for which a Warrant may have
        been exercised immediate before such event had the Warrant been
        exercised immediate prior to such event; provided, however, that in the
        event of a Sale Transaction, the Company shall have the right and option
        on ten (10) days prior notice to the Registered Holder to call, redeem
        and
<PAGE>

        acquire all Warrants which remain outstanding and unexercised as of the
        date fixed for redemption by Company in such notice at a price of $.01
        per Warrant it, only if the value of the Common Stock of the Company
        following the occurrence of the Sale Transaction will equal or exceed
        $10.00 per share.

In each case of an adjustment in the Shares or other securities receivable upon
the exercise of a Warrant, the Company shall promptly notify the Registered
Holder of such adjustment. Such notice shall set forth the facts upon which such
adjustment is based.

        9. Reduction in Exercise Price at Company's Option. The Company's Board
of Directors may, in its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of the Warrants or any
shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such reduction in
the Exercise Price.

        10.  Piggyback Registration Rights. With respect to the Shares to be
issued upon exercise of the Warrants, the Registered Holder shall have
"piggyback" registration rights with respect to the Shares as follows:

        (a)   If the Company at any time within two (2) years following
        the issuance of this Warrant proposes to register any of its securities
        under the Act for sale to the public, whether for its own account or for
        the account of other security holders or both (except with respect to
        registration statements on Form S-4, S-8 or other form not available for
        registering the Shares issuable upon exercise of the Warrants, which are
        collectively referred to as the "Eligible Shares", for sale to the
        Public), it will give prompt written notice to the Registered Holder of
        its intention to do so and of the proposed method of distribution of
        such securities. Such "piggyback" registration rights shall only be
        available if (1) the Warrants have not expired or (2) the Warrants have
        been exercised in whole or in part and Shares have been issued thereby.
        Upon the giving of any such notice by the Company to register any of its
        securities as set forth above, the Company will use its best efforts to
        cause the Eligible Shares to be covered by the registration statement
        proposed to be filed by the Company to the extent and under the
        conditions such registration is permitted under the Act. In the event
        that any registration pursuant to this Section 10(a) shall be, in whole
        or in part, an underwritten public offering of the Company's common
        stock, the number of Eligible Shares to be included for an on behalf of
        all Registered Holders in such an underwriting may be reduced if an to
        the extent that the managing underwriter shall be of the reasonable
        opinion (a written copy of which shall be sent to each Registered
        Holder) that the inclusion of some or all of the Eligible Shares would
        materially adversely affect the marketing of the securities to be sold
        by the Company therein. Notwithstanding the foregoing provisions, the
        Company may withdraw any registration statement referred to above
        without thereby incurring any liability to any Registered Holder,
        provided that the Company shall nonetheless be obligated to pay all
        Registration Expenses (as defined in (d) below) and Selling Expenses (as
        defined in (d) below) associated with such withdrawn registration
        statement. The Company shall not be required to effect more than one
        registration pursuant to this Section 10, provided that all of the
        Eligible Shares shall have been included in such registration, and
        provided that in the event the Company withdraws such registration
        statement, Registered Holders shall continue to have the piggyback
        rights set forth in this Section 10. The rights granted pursuant to the
        provisions of this Section 10 are not transferable by the Registered
        Holder.

         (b) The Company will use its best efforts to register or qualify the
         Eligible Shares covered by such registration statement under the
         securities or "blue sky" laws in such jurisdiction as the Registered
         Holder shall reside at the time of registration, provided, however,
         that the Company shall not for any such purpose be required to qualify
         generally to transact business as a foreign corporation in any
         jurisdiction where it is not so qualified or to consent to general
         service of process in any such jurisdiction.

         (c) The Registered Holder shall provide in writing to the Company such
         information as the Company may reasonably request in writing in
         connection with the registration of the Eligible Shares hereunder.

<PAGE>


        The Registered Holder and the Company understand and mutually agree to
        indemnify and hold one another harmless as follows:

                  (i) The Company to indemnify and hold harmless the Registered
                  Holder within the meaning of Section 15 of the Act as follows:


                           (A) against any and all loss, liability, claim,
                           damage and expense whatsoever, as incurred, to which
                           the Registered Holder may become subject under the
                           Act or otherwise (1) that arise out of or are based
                           upon any untrue statement or alleged untrue statement
                           of a material fact thereto, or the omission or
                           alleged omission to state therein a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading or (2) that
                           arise our of or are based upon any untrue statement
                           or alleged untrue statement of a material fact
                           contained in any Prospectus or amendment or
                           supplement thereto, or the omission or alleged
                           omission to state therein a material fact necessary
                           in order to make the statements therein, in the light
                           of the circumstances under which they were made, not
                           misleading;

                           (B) against any and all loss, liability, claim,
                           damage and expense whatsoever, as incurred, to the
                           extent of the aggregate amount paid in settlement of
                           any litigation, or investigation or proceeding by any
                           governmental agency or body, commenced or threatened,
                           or of any claim whatsoever based upon any such untrue
                           statement or alleged untrue statement, or any
                           omission or alleged omission contained in any
                           registration statement made pursuant or in accordance
                           with this Section 10; and


                           (C) against any and all expenses whatsoever, as
                           incurred (including reasonable fees and disbursements
                           of counsel), reasonable incurred in investigating,
                           preparing or defending against any litigation, or
                           investigation or proceeding by any governmental
                           agency or body, commenced or threatened, in each case
                           whether or not a party, or any claim whatsoever based
                           upon any such untrue statement or alleged untrue
                           statement or omission or alleged omission, to the
                           extent that any such expense is not paid under
                           subparagraph (A) or (B) above; provided, however,
                           that the indemnity provided pursuant to this Section
                           10(c) shall not apply with respect to any loss,
                           liability, claim, damage or expense that arises out
                           of or is based upon any untrue statement or alleged
                           untrue statement or omission or alleged omission made
                           in reliance upon and in conformity with written
                           information furnished to the Company by the
                           Registered Holder expressly for use in any
                           registration statement pursuant to this Section (10).


                  (ii) The Registered Holder agrees to indemnify and hold
                  harmless the Company and its directors and officers, and each
                  Person, if any, who controls the Company within the meaning of
                  Section 15 of the Act, to the same extent as the indemnity
                  contained in Section (c)(i)(C)(i) above, but only insofar as
                  such loss, liability, claim, damage or expense arises out of
                  or is based upon any untrue statement or alleged untrue
                  statement or omission or alleged omission made in reliance on
                  and in conformity with written information furnished to the
                  Company by the Registered Holder for use in a registration
                  statement required to be made pursuant to this Section 10
                  relating to the Registered Holder's status as a selling
                  security holder.


         (d) The Company will pay all Registration Expenses (as such term is
         hereinafter defined) in connection with any registration statement
         filed under this Section 10. All Selling Expenses (as such term is
         hereafter defined) in connection with such registration statement shall
         be born by the Registered Holder. For purposes of this Section 10(d),
         the term "Registration Expenses" shall mean all registration and filing
         fees, printing expenses, fees and disbursements of the Company's
         counsel and independent
<PAGE>

        public accountants for the Company and fees and expenses incurred in
        connection with applying for listing and quotation on any securities
        exchange or quotation service, fees and expenses (including counsel
        fees) incurred in connection with complying with state securities or
        "blue sky" laws, fees of the National Association of Securities Dealers,
        Inc., transfer taxes, and fees of transfer agents and registrars; the
        term "Selling Expenses" shall mean all underwriting discounts and
        selling commissions applicable to the sale of the Eligible Securities
        and fees and expenses of the Registered Holder's counsel, if any.


         11. Notices. All notices, demands, elections, or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, by a nationally recognized
overnight courier, delivery charges prepaid, or by facsimile or telegram to the
Company, at:

11830 Windcreek Overlook
Alpharetta, Georgia 30003
Attn: Thomas P. Tanis, Jr., Chief Executive Officer,

and of the Registered Holder, at the address of such Registered Holder as set
forth on the books maintained by the Company.

         12. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance with, and governed by, the laws of the State of Florida
and venue for any proceeding arising from or in connection herewith shall be in
the state and federal courts of Florida. Except as otherwise expressly stated
herein, time is of the essence in performing hereunder. The headings of this
Warrant Certificate are for convenience of reference and shall not limit or
otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed as of the __ day of __________, 2002.



                              SYNDICATED FOOD SERVICE INTERNATIONAL, INC.


                              BY: ________________________________
                                  THOMAS P. TANIS, JR., CHIEF EXECUTIVE OFFICER


<PAGE>


                   SYNDICATED FOOD SERVICE INTERNATIONAL, INC.


The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                <C>                                                       <C>
TEN COM -           As tenants in common                                      UNIF GIFT MIN ACT
TENNANT -           As tenants by the entireties                                 Custodian
JR TEN -            As joint tenants with right                               (Cust)  (Minor)
                    or survivorship and not as                                under Uniform Gifts to Minors
                    tenants in common                                         Act_____________
                                                                                   (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.


                               FORM OF ASSIGNMENT

            (To be Executed by the Registered Holder if he Desires to
                Assign Warrants Evidenced by the Within Warrant
                                  Certificate)


FOR VALUE RECEIVED __________________________ hereby sells, assigns and
transfers unto _______________________________ (_______) Warrants, evidenced by
the within Warrant Certificate, and does hereby irrevocable constitute and
appoint _________________________ Attorney to transfer the said Warrants
evidenced by the within Warrant Certificate on the books of the Company, with
full power of substitution.

DATE: _________________                  ______________________________________
                                         SIGNATURE

        The above signature must correspond with name as written upon the face
of the Warrant Certificate in NOTICE: every particular, without alteration or
enlargement or any change whatsoever.






Signature Guaranteed: __________________________________________________



SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

<PAGE>




                          FORM OF ELECTION TO PURCHASE

   (To be Executed by the Registered Holder if he Desires to Exercise Warrants
                     Evidenced by the Warrant Certificate)


To: Syndicated Food Service International, Inc.


        The undersigned hereby irrevocable elects to exercise
________________________________ (__________) Warrants, evidenced by the within
Warrant Certificate for, and to purchase thereunder,
___________________________________ (___________) full shares of Common Stock
issuable upon exercise of said Warrants and delivery of $_________________ and
any applicable taxes.

        The undersigned requests that certificates for such shares be issued in
the name of:




-------------------------------------------
(PLEASE PRINT NAME AND ADDRESS)


-------------------------------------------


-------------------------------------------
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


        If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised by issued in the name of
and delivered to:


-------------------------------------------
(PLEASE PRINT NAME AND ADDRESS)

-------------------------------------------


-------------------------------------------



                  (SIGNATURES CONTINUED ON THE FOLLOWING PAGE)
<PAGE>







Dated: ___________                  Signature:  _______________________________




NOTICE:             The above signature must correspond with the name as written
                    upon the face of the within Warrant Certificate in every
                    particular, without alternation or enlargement or any change
                    whatsoever, or if singed by any other person the Form of
                    Assignment hereon must be duly executed and if the
                    certificate representing the shares or any Warrant
                    Certificate representing Warrants not exercised is to be
                    registered in a name other than that in which the within
                    Warrant Certificate is registered, the signature of the
                    Registered Holder hereof must be guaranteed







SIGNATURE GUARANTEED: __________________________________________________



SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.