FORM OF WARRANT

     THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES
ISSUABLE  UPON  EXERCISE  OF  THE  SECURITIES  WHICH  ARE  REPRESENTED  BY  THIS
CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "ACT"), AND THEY MAY NOT BE OFFERED,  SOLD, PLEDGED,  HYPOTHECATED,
ASSIGNED OR TRANSFERRED  EXCEPT (i) PURSUANT TO A REGISTRATION  STATEMENT  UNDER
THE  ACT  WHICH  HAS  BECOME  EFFECTIVE  AND IS  CURRENT  WITH  RESPECT  TO SUCH
SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE
ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING  OBTAINED THE WRITTEN  OPINION OF
COUNSEL  TO THE  CORPORATION,  OR OTHER  COUNSEL  REASONABLY  ACCEPTABLE  TO THE
CORPORATION,  THAT THE PROPOSED  DISPOSITION  IS CONSISTENT  WITH ALL APPLICABLE
PROVISIONS  OF THE ACT AS WELL  AS ANY  APPLICABLE  "BLUE  SKY" OR  OTHER  STATE
SECURITIES LAW.


                               _____________, 1996


                     THE GREAT AMERICAN BACKRUB STORE, INC.
                            SERIES A PREFERRED STOCK
                                PURCHASE WARRANT


                     The Transferability of this Warrant is
                       Restricted as Provided in Section 3

                                                             Warrant to Purchase
                                                     ________ Shares of Series A
                                                     Convertible Preferred Stock
Warrant No. _______                                      (subject to adjustment)


     For good and valuable  consideration,  the receipt and sufficiency of which
is hereby  acknowledged  by THE GREAT AMERICAN  BACKRUB STORE,  INC., a New York
corporation  (the "Company"),  _________________  is hereby granted the right to
purchase,  at the  initial  exercise  price  of  $5.00  per  share  (subject  to
adjustment  as  provided  herein)  at any  time  during  the  three-year  period
commencing on the first anniversary of the date hereof, _____ shares
<PAGE>
(the  "Shares")  of Series A  Convertible  Preferred  Stock of the Company  (the
"Series A Preferred Stock").  Upon consummation of the Company's proposed public
offering  (the  "Public  Offering"),   the  Warrants   represented  hereby  will
automatically  be converted into, and this  Certificate  will be exchanged for a
Warrant  Certificate  representing,  the right to  purchase  the same  number of
shares Series B Convertible  Preferred Stock of the Company ("Series B Preferred
Stock"), as provided herein.

     This Warrant is exercisable,  for the three-year  period  commencing on the
first  anniversary  of the date of this  Warrant,  at a price of $5.00 per Share
payable in cash or by  certified  or  official  bank check in New York  Clearing
House  funds,  subject to  adjustments  as  provided  in SECTION 5 hereof.  Upon
surrender of this Warrant,  with the annexed  Subscription  Form duly  executed,
together  with payment of the Purchase  Price (as  hereinafter  defined) for the
Shares  purchased at the offices of the Company,  the registered  holder of this
Warrant  (the   "Holder")   shall  be  entitled  to  receive  a  certificate  or
certificates  for the Shares so purchased.  Each Share will be convertible  into
one share of the Company's common stock, $.001 par value, in accordance with the
terms of the Series A Preferred Stock.

     1.   EXERCISE OF WARRANT.

     The purchase  rights  represented  by this Warrant are  exercisable  at the
option  of the  Holder,  in whole or in part  (but not as to  fractional  Shares
underlying  this  Warrant),  during  the  period in which  this  Warrant  may be
exercised as set forth  above.  In the case of the purchase of less than all the
Shares  purchasable  under this  Warrant,  the Company shall cancel this Warrant
upon the  surrender  hereof and shall  execute and deliver a new Warrant of like
tenor for the balance of the Shares purchasable hereunder.


                                       -2-
<PAGE>
     2.   ISSUANCE  OF  CERTIFICATES.  Upon the  exercise  of this  Warrant  and
payment  in full  for the  Shares,  the  issuance  of  certificates  for  Shares
underlying  this Warrant shall be made  forthwith  (and in any event within five
(5) business days thereafter) without charge to the Holder,  including,  without
limitation, any tax which may be payable in respect of the issuance thereof, and
such certificates  shall be issued in the name of, or (subject to the provisions
of  SECTION  3.1  hereof)  in such  names as may be  directed  by,  the  Holder;
PROVIDED,  HOWEVER,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the issuance and delivery
of any such certificates in a name other than that of the Holder and the Company
shall not be required to issue or deliver such certificates  unless or until the
person or persons requesting the issuance 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. The  certificates  representing  the Shares
underlying this Warrant shall be executed on behalf of the Company by the manual
or facsimile  signature of the  Chairman or  President  and the Chief  Financial
Officer,  the Secretary or Assistant  Secretary of the Company holding office at
the time such Shares are issued.

     3.   RESTRICTION  ON TRANSFER;  REGISTRATION  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED.

     3.1  Neither the Warrants nor any Share  issuable upon exercise  hereof has
been  registered  under the Securities Act of 1933, as amended (the "Act"),  and
none of such securities may be offered, sold, pledged, hypothecated, assigned or
transferred except (i) pursuant to a registration  statement under the Act which
has become  effective and is current with respect to such  securities,  or, (ii)
pursuant to a specific exemption from registration under the Act but only upon a
Holder  hereof  first  having  obtained  the  written  opinion of counsel to the
Company, or

                                       -3-
<PAGE>
other  counsel  reasonably   acceptable  to  the  Company,   that  the  proposed
disposition is consistent  with all applicable  provisions of the Act as well as
any applicable "Blue Sky" or other state securities law. Upon exercise,  in part
or in whole, of this Warrant,  each certificate  issued  representing the Shares
underlying this Warrant shall bear a legend to the foregoing effect.

     3.2  If at any time  after  the date  hereof  and  expiring  two (2)  years
thereafter, the Company proposes to register any of its securities under the Act
(other than in connection  with a merger,  acquisition or exchange offer on Form
S-4 or pursuant to Form S-8 or successor  forms), it will give written notice by
registered  mail,  at least  thirty  (30) days  prior to the filing of each such
registration  statement to the  Holder(s) of the Warrants  and/or  Shares of its
intention  to do so.  Upon the  written  request of any  Holder of the  Warrants
and/or Shares given within ten (10) days after receipt of any such notice of its
or their  desire to include any such  Warrants  and/or  Shares in such  proposed
registration statement,  the Company shall afford such Holder(s) of the Warrants
and/or Shares the opportunity to have any such Warrants and/or Shares registered
under  such  registration  statement.  

     Notwithstanding  the provisions of this SECTION 3.2, the Company shall have
the right at any time after it shall have given written notice  pursuant to this
SECTION 3.2 (irrespective of whether a written request for inclusion of any such
securities  shall  have  been  made)  to elect  not to file  any  such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.

     If any  registration  pursuant to this SECTION 3.2 shall be underwritten in
whole or in part,  the Company  may  require  that the  Warrants  and/or  Shares
requested for inclusion in such

                                       -4-
<PAGE>
underwriting pursuant to this SECTION 3.2 be included in the underwriting on the
same terms and  conditions as the  securities  otherwise  being sold through the
underwriters.

     Notwithstanding  the  provisions  of  this  SECTION  3.2,  if the  managing
underwriter in an underwritten  public  offering of securities  shall advise the
Company in writing that  inclusion of some or all of the Warrants  and/or Shares
would, in such managing  underwriter's  opinion,  materially  interfere with the
proposed distribution of the securities to be offered by the Company, in respect
of which registration was originally to be effected, then the number of Warrants
and/or  Shares to be included in the  registration  statement may be reduced pro
rata  (by  number  of  shares)  among  any  holders  of  securities   requesting
registration  or  excluded in their  entirety if so required by the  underwriter
from the registration  statement.  

     3.3  In connection  with any  registration  under SECTIONS 3.2 or 6 hereof,
the Company -------- covenants and agrees as follows:

     (a)  The  Company  shall  pay all costs  (excluding  fees and  expenses  of
Holder(s)' counsel and any underwriting or selling  commissions or other charges
of any  broker-dealer  acting on  behalf of  Holder(s)),  fees and  expenses  in
connection with all registration statements filed pursuant to SECTIONS 3.2 and 6
hereof including,  without limitation,  the Company's legal and accounting fees,
printing expenses and blue sky fees and expenses.

     (b)  The Company  will take all  necessary  action which may be required in
qualifying or registering  the Warrants and/or Shares included in a registration
statement  for offering and sale under the  securities  or blue sky laws of such
states as reasonably are requested by the  Holder(s),  provided that the Company
shall not be obligated to qualify as a foreign  corporation to do business under
the laws of any such jurisdiction.


                                       -5-
<PAGE>
     (c)  The Company  shall  indemnify  the  Holder(s) of the  Warrants  and/or
Shares to be sold pursuant to any  registration  statement  and each person,  if
any, who controls such Holder(s)  within the meaning of Section 15 of the Act or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
expenses  reasonably  incurred in investigating,  preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or any other  statute,  common law or otherwise,  arising out of or
based upon any untrue  statement or alleged untrue  statement of a material fact
contained in such registration  statement  executed by the Company or based upon
written information  furnished by the Company filed in any jurisdiction in order
to qualify the Warrants  and/or the Shares under the securities  laws thereof or
filed  with  the  Securities  and  Exchange  Commission,  any  state  securities
commission or agency, the National Association of Securities Dealers,  Inc., the
Nasdaq  SmallCap Market or any securities  exchange,  or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements  contained therein not misleading,  unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company by the Holder(s) expressly for use in such registration
statement,  any amendment or supplement thereto or any application,  as the case
may be. If any action is brought against the Holder(s) or any controlling person
of the Holder(s) in respect of which indemnity may be sought against the Company
pursuant to this SECTION 3.3(c), the Holder(s) or such controlling person shall,
within thirty (30) days after the receipt of a summons or complaint,  notify the
Company in writing  of the  institution  of such  action and the  Company  shall
assume the  defense of such  action,  including  the  employment  and payment of
reasonable fees and


                                       -6-
<PAGE>
expenses of counsel  (which  counsel  shall be  reasonably  satisfactory  to the
Holder(s) or such controlling person), but the failure to give such notice shall
not affect such indemnified  person's right to indemnification  hereunder except
to the extent that the Company's defense of such action was materially adversely
affected thereby.  The Holder(s) or such controlling person 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 the  Holder(s)  or such  controlling
person  unless the  employment  of such counsel  shall have been  authorized  in
writing by the  Company in  connection  with the  defense  of such  action,  the
Company  shall not have  employed  counsel to have charge of the defense of such
action or such indemnified party or parties shall have reasonably concluded that
there  may be  defenses  available  to it or them  which are  different  from or
additional  to those  available to the Company (in which case the Company  shall
not have the  right to  direct  the  defense  of such  action  on  behalf of the
indemnified  party or parties),  in any of which events the fees and expenses of
not more than one  additional  firm of attorneys for the  Holder(s)  and/or such
controlling  person shall be borne by the Company.  Except as expressly provided
in the previous  sentence,  in the event that the Company shall have assumed the
defense of any such action or claim,  the Company shall not thereafter be liable
to the  Holder(s)  or such  controlling  person in  investigating,  preparing or
defending any such action or claim.  The Company  agrees  promptly to notify the
Holder(s) of the  commencement  of any  litigation  or  proceedings  against the
Company or any of its officers,  directors or controlling  persons in connection
with the resale of the  Warrants  and/or the Shares or in  connection  with such
registration statement.

     (d)  The  Holder(s) of the Warrants  and/or Shares to be sold pursuant to a
registration statement,  and their successors and assigns, shall severally,  and
not jointly, indemnify the


                                       -7-
<PAGE>
Company,  its officers and directors  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, against all loss, claim,  damage,  expense or liability (including
all  expenses  reasonably  incurred in  investigating,  preparing  or  defending
against any claim  whatsoever)  to which they may become  subject under the Act,
the Exchange Act or otherwise,  arising from written information furnished by or
on behalf of such Holders, or their successors or assigns,  expressly for use in
such registration statement.

     (e)  Nothing contained herein shall be construed as requiring the Holder(s)
to  exercise  their  Warrants  prior to the initial  filing of any  registration
statement or the effectiveness thereof.

     3.4  In connection with any registration made pursuant to SECTIONS 3.2 or 6
hereof,  the Holder(s) of the Warrants  and/or Shares agree that any public sale
of the Warrants and/or Shares included in such  registration  statement shall be
effected  through the underwriter for such  registration and the Holder(s) shall
compensate  the  underwriter  in  accordance  with  its  customary  compensation
practices for such transactions.

     4.   PRICE.

     4.1  INITIAL AND ADJUSTED  PURCHASE PRICE. The initial purchase price shall
be $5.00 per Share.  The adjusted  purchase price shall be the price which shall
result from time to time from any and all  adjustments  of the initial  purchase
price in  accordance  with the  provisions  of SECTION 5 hereof  and  subject to
SECTION 6 hereof.

     4.2  PURCHASE  PRICE.  The term  "Purchase  Price"  herein  shall  mean the
initial  purchase  price or the  adjusted  purchase  price,  depending  upon the
context.


                                       -8-
<PAGE>
     5.   ADJUSTMENTS OF PURCHASE PRICE AND NUMBER OF SHARES.

     In the event that,  prior to the  issuance by the Company of all the Shares
issuable  upon  exercise  of this  Warrant,  there  shall be any  change  in the
outstanding  common stock of the Company by reason of the  declaration  of stock
dividends,  or  through  a  recapitalization  resulting  from  stock  splits  or
combinations, without the payment to the Company of any compensation therefor in
money, services or property,  the remaining Shares still subject to this Warrant
and the purchase  price  thereof  shall be  appropriately  adjusted (but without
regard to  fractions)  by the Board of  Directors of the Company to reflect such
change.

     6.   AUTOMATIC CONVERSION; CANCELLATION.

     If the Company consummates a public offering of its securities prior to the
last day on  which  this  Warrant  may be  exercised,  which  offering  includes
warrants of the Company  ("Redeemable  Warrants") to purchase shares of Series B
Convertible   Preferred  Stock  ("Series  B  Preferred  Stock"),   having  terms
substantially  the same as the Series A Preferred  Stock, and this Warrant shall
not have been exercised in full,  then the  unexercised  portion of this Warrant
shall automatically,  without any action by the Holder, be converted into one or
more Redeemable Warrants (the "New Warrants") exercisable to purchase the number
of Shares of Series B  Preferred  Stock as shall equal the number of Shares that
are purchasable upon the exercise of the unexercised portion of this Warrant but
having terms identical to those of the Redeemable Warrants,  including,  but not
limited to, the anti-dilution and redemption provisions contained therein and an
exercise price per share equal to the exercise price per share of the Redeemable
Warrants  offered  in the  public  offering.  The  Company  shall  cause the New
Warrants and the underlying shares of Series B Preferred Stock of the Company to
be included in the registration


                                       -9-

<PAGE>
statement for such offering,  provided,  however, if the managing underwriter in
an  underwritten  public  offering  of  securities  shall  advise the Company in
writing that  inclusion  of some or all of the New  Warrants and the  underlying
shares  of Series B  Preferred  Stock of the  Company  would,  in such  managing
underwriter's  reasonable  opinion,  materially or adversely affect the proposed
distribution of the securities to be offered by the Company,  then the number of
New  Warrants  and the  underlying  shares  of  Series B  Preferred  Stock to be
included  in the  registration  statement  may be reduced pro rata (by number of
shares) among any holders of securities  requesting  registration if so required
by the  underwriter  from the  registration  statement.  In the  event  that the
provisions  of this  SECTION 6 shall  become  applicable,  the  Holder  shall be
required to return this  Warrant to the  Company  for  cancellation  or, if this
Warrant  cannot  then be  located,  to execute and deliver to the Company a lost
security  affidavit  and  indemnity  agreement  reasonably  satisfactory  to the
Company.  In addition,  in the event that the provisions of this SECTION 6 shall
become  applicable,  this Warrant  shall no longer be of any force or effect and
the New Warrants  shall set forth the respective  rights and  obligations of the
Holder and the Company.

     7.   MERGER OR CONSOLIDATION.

     In case of any  consolidation of the Company with, or merger of the Company
with or into,  another  corporation  (other than a consolidation or merger which
does not result in any  reclassification or change of the outstanding  preferred
stock of the Company),  the corporation  formed by such  consolidation or merger
shall  execute  and  deliver  to the  Holder a  supplemental  warrant  agreement
providing that the Holder shall have the right thereafter  (until the expiration
of this Warrant) to receive,  upon exercise of this Warrant, the kind and amount
of shares  of stock  and other  securities  and  property  receivable  upon such
consolidation or merger by a holder of the


                                      -10-
<PAGE>
number of shares of preferred  stock of the Company for which this Warrant might
have been exercised  immediately prior to such  consolidation,  merger,  sale or
transfer.  Such  supplemental  warrant agreement shall provide for the automatic
conversion  provision of SECTION 6 and  adjustments  which shall be identical to
the  adjustments  provided in SECTION 5. The above  provisions of this SECTION 7
shall similarly apply to successive consolidations or mergers.

     8.   EXCHANGE AND REPLACEMENT OF WARRANT.

     This Warrant is exchangeable without expense,  upon the surrender hereof by
the registered Holder at the principal executive office of the Company for a new
Warrant  of like  tenor  and date  representing  in the  aggregate  the right to
purchase  the  same  number  of  Shares  as are  purchasable  hereunder  in such
denominations  as shall be  designated  by the Holder hereof at the time of such
surrender.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss,  theft,  destruction  or mutilation  of this Warrant,  and, in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
it, and  reimbursement  to the  Company of all  reasonable  expenses  incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,  the
Company  will make and  deliver a new  Warrant  of like  tenor,  in lieu of this
Warrant.

     9.   ELIMINATION OF FRACTIONAL INTERESTS.

     The  Company  shall  not be  required  to issue  certificates  representing
fractions of Shares on the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests,  it being the intent of
the parties that all fractional interests shall be eliminated.


                                      -11-
<PAGE>
     10.  RESERVATION OF SECURITIES.

     The  Company  shall at all  times  reserve  and keep  available  out of its
authorized preferred stock, solely for the purpose of issuance upon the exercise
of this  Warrant,  such number of Shares as shall be issuable  upon the exercise
hereof. The Company covenants and agrees that, upon exercise of this Warrant and
payment of the Purchase Price  therefor,  all Shares issuable upon such exercise
shall be duly and validly issued, fully paid and nonassessable.

     11.  NOTICES TO WARRANT HOLDERS.

     Nothing contained in this Warrant shall be construed as conferring upon the
Holder  hereof  the  right  to vote or to  consent  or to  receive  notice  as a
shareholder  in respect of any  meetings  of  shareholders  for the  election of
directors  or  any  other  matter,  or as  having  any  rights  whatsoever  as a
shareholder of the Company.

     12.  NOTICES.

     All  notices,  requests,  consents  and other  communications  required  or
permitted  hereunder  shall be in  writing  and shall be  delivered  personally,
telegraphed or sent by certified,  registered, or express mail, postage prepaid,
and shall be deemed  given  when so  delivered  personally,  telegraphed  or, if
mailed,  five days  after the date of deposit in the  United  States  mails,  as
follows:

     (a)  If to the Company, to:

          The Great American BackRub Store, Inc.
          425 Madison Avenue, Suite 605
          New York, New York 10017
          Attn:   William Zanker, President



                                      -12-
<PAGE>
          With a copy to:

          Olshan Grundman Frome & Rosenzweig LLP
          505 Park Avenue
          New York, New York 10022
          Attn:   Stephen Irwin, Esq.

     (b)  If to the registered Holder, to the address of such Holder as shown on
the books of the Company.

     13.  SUCCESSORS.

     All the covenants, agreements,  representations and warranties contained in
this  Warrant  shall  bind  the  parties  hereto  and  their  respective  heirs,
executors, administrators, distributees, successors and assigns.


                                      -13-
<PAGE>
     14.  HEADINGS.

     The headings in this Warrant are inserted for purposes of convenience  only
and shall have no substantive effect.

     15.  LAW GOVERNING.

     This  Warrant is  delivered in the State of New York and shall be construed
and enforced in accordance  with,  and governed by, the laws of the State of New
York, without giving effect to conflicts of law principles.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
corporate  name by, and such  signature to be attested to by, a duly  authorized
officer and has caused its corporate seal to be affixed hereto on the date first
above written.

                                        THE GREAT AMERICAN BACKRUB STORE, INC.




                                        By:  _________________________________
                                                Name:
                                                Title:

[SEAL]


Attest:

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



                                      -14-

<PAGE>
                                SUBSCRIPTION FORM

To:  The Great American BackRub Store, Inc.

     (1)  The undersigned hereby elects to purchase  __________ shares of Series
A  Convertible  Preferred  Stock of The  Great  American  BackRub  Store,  Inc.,
pursuant to the terms of the attached  Warrant,  and tenders herewith payment of
the purchase price for such shares in full.

     (2)  In  exercising  this  Warrant,  the  undersigned  hereby  confirms and
acknowledges  that the shares of the Series A Convertible  Preferred Stock to be
issued upon exercise  thereof are being  acquired  solely for the account of the
undersigned and not as a nominee for any other party,  and for  investment,  and
that the  undersigned  will not  offer,  sell or  otherwise  dispose of any such
shares  except  under  circumstances  that will not result in a violation of the
Securities Act of 1933, as amended, or any state securities laws.

     (3)  Please issue a certificate or certificates representing said shares of
Series A Convertible Preferred Stock in the following name:



                              ------------------------------
                              (Name)



     (4)  Please issue a new Warrant for the unexercised portion of the attached
Warrant in the following name:


                              ------------------------------
                              Name)



                              Name of Holder (exactly as it appears in Warrant):


                              ------------------------------
                              (Name)




                                      -15-
<PAGE>
                              ------------------------------
                              Signature


                              ------------------------------
                              Address


                              ------------------------------
Dated:                        Social Security Number or
                              Taxpayer's Identification
                              Number


                                      -16-
<PAGE>

                                 Amendment No. 1

                                       to

                                     Warrant

                          Dated as of January 27, 1997


     Reference  is made to Warrant  No.  ____ dated  __________  27,  199__ (the
"Warrant")   issued  to   _______________   (the   "Holder")   with  respect  to
__________________  shares of Series A Convertible  Preferred Stock of the Great
American  BackRub  Store,  Inc. 

     1.   Section 6 of the Warrant is hereby  amended to read in its entirety as
follows: 

     "6. AUTOMATIC CONVERSION; CANCELLATION.

     "If the Company  consummates a public  offering (the "Public  Offering") of
its  securities  prior to the last day on which this  Warrant may be  exercised,
which offering  includes shares of the Company's Series B Convertible  Preferred
Stock  ("Series  B  Preferred  Stock"),  and this  Warrant  shall  not have been
exercised  in  full,  then  the  unexercised   portion  of  this  Warrant  shall
automatically,  without any action by the Holder,  be converted into one or more
Redeemable  Warrants (the "New Warrants")  exercisable to purchase the number of
Shares  of Series B  Preferred  Stock as shall  equal one half of the  number of
Shares that are purchasable upon the exercise of the unexercised portion of this
Warrant  and  having  such  terms  and   provisions,   including   anti-dilution
provisions, as shall be contained in a warrant agreement between the Company and
a warrant agent for the New Warrants,  and shall be (i)  exercisable  during the
three  year  period  commencing  one  year  after  the  effective  date  of  the
registration  statement for the Public  Offering (the  "Effective  Date"),  (ii)
exercisable at an exercise price of $8.00 per share of Series B Preferred  Stock
and (iii)  redeemable  commencing 12 months after the Effective Date (subject to
the consent of the underwriter in the Public Offering if notice of redemption is
given prior to 24 months after the Effective Date), provided the Company redeems
all,  but not  less  than  all,  of the  then  outstanding  New  Warrants,  at a
redemption price of $.001 per Warrant, upon not less than 30 days' prior written
notice,  provided  that the closing price of the Common Stock for each of the 10
trading days ending on the third trading day immediately preceding the notice of
redemption  equals  or  exceeds  120%  of the  then  exercise  price  of the New
Warrants.  The Company shall cause the New Warrants and the underlying shares of
Series B  Preferred  Stock of the  Company to be  included  in the  registration
statement for the Public Offering provided, however, if the managing underwriter
in an  underwritten  public  offering of securities  shall advise the Company in
writing that  inclusion  of some or all of the New  Warrants and the  underlying
shares of Series B
<PAGE>
Preferred Stock of the Company would, in such managing underwriter's  reasonable
opinion,  materially  or  adversely  affect  the  proposed  distribution  of the
securities to be offered by the Company, then the number of New Warrants and the
underlying shares of Series B Preferred Stock to be included in the registration
statement  may be reduced  pro rata (by number of shares)  among any  holders of
securities  requesting  registration if so required by the underwriter  from the
registration statement. In the event that the provisions of this SECTION 6 shall
become  applicable,  the Holder  shall be required to return this Warrant to the
Company for cancellation or, if this Warrant cannot then be located,  to execute
and deliver to the Company a lost security  affidavit  and  indemnity  agreement
reasonably  satisfactory  to the  Company.  In  addition,  in the event that the
provisions  of this SECTION 6 shall  become  applicable,  this Warrant  shall no
longer  be of any  force or  effect  and the New  Warrants  shall  set forth the
respective rights and obligations of the Holder and the Company."

     2.   The Warrant is amended hereby solely to the extent expressly set forth
herein  and,  as so  amended,  continues  in full force and  effect.  

     IN WITNESS WHEREOF,  the Company has caused this Amendment No. 1 to Warrant
to be signed in its corporate  name by, and such signature to be attested to by,
a duly authorized officer and has caused its corporate seal to be affixed hereto
on the date first above written. 

                                        THE GREAT AMERICAN BACKRUB STORE, 
                                        INC.



                                        By: 
                                            ----------------------------- 
                                            William Zanker, President

[SEAL]


Attest:


-----------------------
Keith R. Dee, Secretary


                                       -2-