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                                                                     EXHIBIT 4.7



THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE
SECURITIES WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT, IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

                               CAFE ODYSSEY, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. IPO-

         Cafe Odyssey, Inc., a Minnesota corporation (the "Company"), hereby
agrees that, for value received,                  , or his or her assigns, is
entitled, subject to the terms set forth below, to purchase from the Company at
any time or from time to time after November 3, 1998, and before 4:30 p.m.,
Minneapolis, Minnesota time, on November 3, 2002,
(        ) shares of the $.01 par value Common Stock of the Company, at an
exercise price of $6.50 per Share, subject to adjustment as provided herein.

         1. EXERCISE OF WARRANT. The purchase rights granted by this Warrant
shall be exercised (in minimum quantities of 100 shares) by the holder
surrendering this Warrant with the form of exercise attached hereto duly
executed by such holder, to the Company at its principal office, accompanied by
payment, in cash or by cashier's check payable to the order of the Company, of
the purchase price payable in respect of the Shares being purchased. If less
than all of the Shares purchasable hereunder is purchased, the Company will,
upon such exercise, execute and deliver to the holder hereof a new Warrant
(dated the date hereof) evidencing the number of Shares not so purchased. As
soon as practicable after the exercise of this Warrant and payment of the
purchase price, the Company will cause to be issued in the name of and delivered
to the holder hereof, or as such holder may direct, a certificate or
certificates representing the Shares purchased upon such exercise. The Company
may require that such certificate or certificates contain on the face thereof a
legend substantially as follows:

         "The transfer of the shares represented by this certificate is
         restricted pursuant to the terms of a Common Stock Purchase Warrant
         dated November 7, 1997, issued by Cafe Odyssey, Inc., a copy of which
         is available for inspection at the offices of Cafe Odyssey, Inc.
         Transfer may not be made except in accordance with the terms of the
         Common Stock Purchase Warrant. In addition, no sale, offer to sell or
         transfer of the shares represented by this certificate shall be made
         unless a Registration Statement under the Securities Act of 1933, as
         amended (the "Act"), with respect to such shares is then in effect or
         an exemption from the registration requirements of the Act is then in
         fact applicable to such shares."

         2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the
following terms, to which each holder hereof consents and agrees:

                  (a)      Except where directed by a court of competent
                           jurisdiction pursuant to the dissolution or
                           liquidation of a corporate holder hereof for the
                           period ending one year from November 3, 1997, title
                           to this Warrant may not be sold, transferred,
                           assigned or hypothecated, except that within such
                           one-year period title to this Warrant may






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                           be transferred only to R. J. Steichen & Company (the
                           "Underwriter"), or to a person who is both an officer
                           and shareholder, or both an officer and employee, of
                           the Underwriter, or to a successor (or both an
                           officer and shareholder, or both an officer and
                           employee) in interest to the business of the
                           Underwriter, by endorsement (by the holder hereof
                           executing the form of assignment attached hereto) and
                           delivery in the same manner as in the case of a
                           negotiable instrument transferable by endorsement and
                           delivery subject to the requirements of Section 4
                           hereof.

                  (b)      Until this Warrant is duly transferred on the books
                           of the Company, the Company may treat the registered
                           holder of this Warrant as absolute owner hereof for
                           all purposes without being affected by any notice to
                           the contrary.

                  (c)      Each successive holder of this Warrant, or of any
                           portion of the rights represented thereby, shall be
                           bound by the terms and conditions set forth herein.

         3. ANTIDILUTION ADJUSTMENTS. If the Company shall at any time hereafter
subdivide or combine its outstanding shares of Common Stock, or declare a
dividend payable in Common Stock, the exercise price in effect immediately prior
to the subdivision, combination or record date for such dividend payable in
Common Stock shall forthwith be proportionately increased, in the case of
combination, or proportionately decreased, in the case of subdivision or
declaration of a dividend payable in Common Stock, and the number of Shares
purchasable upon exercise of this Warrant, immediately preceding such event,
shall be changed to the number determined by dividing the then current exercise
price by the exercise price as adjusted after such subdivision, combination or
dividend payable in Common Stock and against the number of Shares purchasable
upon the exercise of this Warrant immediately preceding such event, so as to
achieve an exercise price and number of Shares purchasable after such event
proportional to such exercise price and number of Shares purchasable immediately
preceding such event. No adjustment in exercise price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which are not
required to be so made shall be carried forward and taken into account in any
subsequent adjustment. All calculations hereunder shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.

         No fractional Shares are to be issued upon the exercise of the Warrant,
but the Company shall pay a cash adjustment in respect of any fraction of a
Share which would otherwise be issuable in an amount equal to the same fraction
of the market price per share of Common stock on the day of exercise as
determined in good faith by the Company.

         In case of any capital reorganization or any reclassification of the
Common Stock of the Company, or in the case of any consolidation with or merger
of the Company into or with another corporation, or the sale of all or
substantially all of its assets to another corporation, which is effected in
such a manner that the holders of Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Common Stock,
then, as a part of such reorganization, reclassification, consolidation, merger
or sale, as the case may be, lawful provision shall be made so that the holder
of the Warrant shall have the right thereafter to receive, upon the exercise
hereof, the kind and amount of shares of stock or other securities or property
which the holder would have been entitled to receive if, immediately prior to
such reorganization, reclassification consolidation, merger or sale, the holder
had held the number of Shares which were then purchasable upon the exercise of
the Warrant. In any such case, appropriate adjustment (as determined in good
faith by the Board of Directors of the Company) shall be made in the application
of the provisions set forth herein with respect to the rights and interest
thereafter of the holder of the Warrant, to the end that the



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provisions set forth herein (including provisions with respect to adjustments of
the exercise price) shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter deliverable
upon the exercise of the Warrant.

         When any adjustment is required to be made in the exercise price,
initial or adjusted, the Company shall forthwith determine the new exercise
price, and

                  (a)      prepare and retain on file a statement describing in
                           reasonable detail the method used in arriving at the
                           new exercise price; and

                  (b)      cause a copy of such statement to be mailed to the
                           holder of the Warrant as of a date within ten (10)
                           days after the date when the circumstances giving
                           rise to the adjustment occurred.

         4. REGISTRATION RIGHTS. Prior to making any disposition of the Warrant
or of any Shares purchased upon exercise of the Warrant, the holder will give
written notice to the Company describing briefly the manner of any such proposed
disposition. The holder will not make any such disposition until (i) the Company
has notified him or her that, in the opinion of its counsel, registration under
the Act is not required with respect to such disposition, or (ii) a Registration
Statement covering the proposed distribution has been filed by the Company and
has become effective. The Company agrees that, upon receipt of written notice
from the holder hereof with respect to such proposed distribution, it will use
its best efforts, in consultation with the holder's counsel, to ascertain as
promptly as possible whether or not registration is required, and will advise
the holder promptly with respect thereto, and the holder will cooperate in
providing the Company with information necessary to make such determination.

         If, at any time prior to the expiration of seven (7) years from
November 3, 1997, the Company shall propose to file any Registration Statement
(other than any registration on Forms S-4, S-8 or any other similarly
inappropriate form or Registration Statement with respect to an initial public
offering in which there are no selling shareholders) under the Securities Act of
1933, as amended, covering a public offering of the Company's Units or shares,
it will notify the holder hereof at least thirty (30) days prior to each such
filing and will include in the Registration Statement (to the extent permitted
by applicable regulation), the shares purchased by the holder or purchasable by
the holder upon the exercise of the Warrant to the extent requested by the
holder hereof. Notwithstanding the foregoing, the number of shares of the
holders of the Warrants proposed to be registered thereby shall be reduced pro
rata with any other selling shareholder (other than the Company) upon the
reasonable request of the managing underwriter of such offering. If the
Registration Statement or Offering Statement filed pursuant to such thirty (30)
day notice has not become effective within six months following the date such
notice is given to the holder hereof, the Company must again notify such holder
in the manner provided above.

         At any time prior to the expiration of five (5) years from November 3,
1997, and provided that a registration statement on Form S-3 (or its equivalent)
is then available to the Company, and on a one-time basis only, if the holders
of 50% or more of the Warrants and/or the Shares acquired upon exercise of the
Warrants request the registration of the Shares on Form S-3 (or its equivalent),
the Company shall promptly thereafter use its best efforts to effect the
registration under the Act of all such shares which such holders request in
writing to be so registered, and in a manner corresponding to the methods of
distribution described in such holders' request.




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         All expenses of any such registrations referred to in this Section 4,
except the fees of counsel to such holders and underwriting commissions or
discounts, filing fees, and any transfer or other taxes applicable to such
shares, shall be borne by the Company.

         Upon effectiveness of a Registration Statement which includes Common
Stock purchased or purchasable upon the exercise of this Warrant in accordance
with a valid demand under this Section 4, the rights under this Warrant of all
holders to make another such demand shall terminate. Each purchaser or
transferee of a portion of this Warrant is responsible to determine whether his
or her demand rights under this paragraph have been terminated by such an
exercise. Any Warrants issued upon transfers subsequent to such an exercise
shall have all of the demand registration provisions under this Section 4
deleted.

         The Company will mail to each record holder, at the last known post
office address, written notice of any exercise of the rights granted under this
Section 4, by certified or registered mail, return receipt requested, and each
holder shall have twenty (20) days from the date of deposit of such notice in
the U.S. mail to notify the Company in writing whether such holder wishes to
join in such exercise.

         The Company will furnish the holder hereof with a reasonable number of
copies of any prospectus included in such filings and will amend or supplement
the same as required during the period of required use thereof. The Company will
maintain, at its expense, the effectiveness of any Registration Statement or the
Offering Statement filed by the Company, whether or not at the request of the
holder hereof, for at least six (6) months following the effective date thereof.

         In the case of the filing of any Registration Statement, and to the
extent permissible under the Act and controlling precedent thereunder, the
Company and the holder hereof shall provide cross indemnification agreements to
each other in customary scope covering the accuracy and completeness of the
information furnished by each.

         The holder of the Warrant agrees to cooperate with the Company in the
preparation and filing of any such Registration Statement or Offering Statement
and in the furnishing of information concerning the holder for inclusion
therein, or in any efforts by the Company to establish that the proposed sale is
exempt under the Act as to any proposed distribution.

         5.       RIGHT TO CONVERT.

                  (a)      The holder of this Warrant shall have the right to
                           require the Company to convert this Warrant (the
                           "Conversion Right"), at any time after November 3,
                           1998 and prior to its expiration, into Common Stock
                           as provided for in this Section 5. Upon exercise of
                           the Conversion Right, the Company shall deliver to
                           the holder (without payment by the holder of any
                           exercise price) that number of shares of Common Stock
                           equal to the quotient obtained by dividing (x) the
                           value of the Warrant at the time the Conversion Right
                           is exercised (determined by subtracting the exercise
                           price for one Warrant Share in effect immediately
                           prior to the exercise of the Conversion Right from
                           the Fair Market Value (as determined below) for one
                           Warrant Share immediately prior to the exercise of
                           the Conversion Right) by (y) the Fair Market Value of
                           one share of Common Stock immediately prior to the
                           exercise of the Conversion Right.



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                  (b)      The Conversion Right may be exercised by the holder,
                           at any time or from time to time, prior to its
                           expiration, on any business day, by delivering a
                           written notice (the "Conversion Notice") to the
                           Company at the offices of the Company exercising the
                           Conversion Right and specifying (i) the total number
                           of shares of Common Stock the Warrantholder will
                           purchase pursuant to such conversion, and (ii) a
                           place, and a date not less than five (5) nor more
                           than twenty (20) business days from the date of the
                           Conversion Notice, for the closing of such purchase.

                  (c)      At any closing under Section 5(b) hereof, (i) the
                           holder will surrender the Warrant, (ii) the Company
                           will deliver to the holder a certificate or
                           certificates for the number of shares of Common Stock
                           issuable upon such conversion, together with cash, in
                           lieu of any fraction of a share, and (iii) the
                           Company will deliver to the holder a new Warrant
                           representing the number of shares, if any, with
                           respect to which the Warrant shall not have been
                           converted.

                  (d)      "Fair Market Value" of a share of Common Stock as of
                           a particular date (the "Determination Date") shall
                           mean:

                           (i)      If the Company's Common Stock is traded on
                                    an exchange or is quoted on The Nasdaq
                                    National Market or The Nasdaq SmallCap
                                    Market, then the average closing or last
                                    sale prices, respectively, reported for the
                                    ten (10) business days immediately preceding
                                    the Determination Date.

                           (ii)     If the Company's Common Stock is not traded
                                    on an exchange or on The Nasdaq National
                                    Market or The Nasdaq SmallCap Market, but is
                                    traded in the over-the-counter market, then
                                    the average of the closing bid and asked
                                    prices reported for the ten (10) business
                                    days immediately preceding the Determination
                                    Date.

                           (iii)    If the Company's Common Stock is not
                                    publicly traded and there has been a bona
                                    fide sale for cash on an arm's-length basis
                                    within 45 days prior to the Determination
                                    Date of such Common Stock by the Company
                                    privately to one or more investors
                                    unaffiliated with the Company (a "Qualifying
                                    Sale"), then the most recent such sales
                                    price; and

                           (iv)     If the Company's Common Stock is not
                                    publicly traded and there has been no
                                    Qualifying Sale, then the appraised fair
                                    market value of such stock, as determined by
                                    mutual agreement of the Company and the
                                    holder of the Warrant; or if the parties
                                    cannot agree to such valuation, then each of
                                    the Company and the holder shall select an
                                    arbitrator and such arbitrators shall select
                                    a third, and such three arbitrators shall
                                    determine (in accordance with the Commercial
                                    Arbitration Rules of the American
                                    Arbitration Association, such expenses to be
                                    borne equally by the parties) the fair
                                    market value (without any discount for lack
                                    of marketability or minority interest) of a
                                    share of Common Stock of the Company.

         6. NOTICES. The Company shall mail to the registered holder of the
Warrant, at his or her last known post office address appearing on the books of
the Company, not less than fifteen (15) days prior to



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the date on which (a) a record will be taken for the purpose of determining the
holders of Common Stock entitled to dividends (other than cash dividends) or
subscription rights, or (b) a record will be taken (or in lieu thereof, the
transfer books will be closed) for the purpose of determining the holders of
common stock entitled to notice of and to vote at a meeting of shareholders at
which any capital reorganization, reclassification of common stock,
consolidation, merger, dissolution, liquidation, winding up or sale of
substantially all of the Company's assets shall be considered and acted upon.

         7. RESERVATION OF COMMON STOCK. A number of shares of Common Stock
sufficient to provide for the exercise of the Warrant and the shares of Common
Stock included therein upon the basis herein set forth shall at all times be
reserved for the exercise thereof.

         8. MISCELLANEOUS. Whenever reference is made herein to the issue or
sale of shares of Common Stock, the terms "Common Stock" or "Shares" shall
include any stock of any class of the Company other than preferred stock that
has a fixed limit on dividends and a fixed amount payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company.

         The Company will not, by amendment of its Articles of Incorporation or
through reorganization, consolidation, merger, dissolution or sale of assets, or
by any other voluntary act or deed, avoid or seek to avoid the observance or
performance of any of the covenants, stipulations or conditions to be observed
or performed hereunder by the Company, but will, at all times in good faith,
assist, insofar as it is able, in the carrying out of all provisions hereof and
in the taking of all other action which may be necessary in order to protect the
rights of the holder hereof against dilution.

         Upon written request of the holder of this Warrant, the Company will
promptly provide such holder with a then current written list of the names of
all holders of warrants originally issued under the terms of, and concurrent
with, this Warrant.

         The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. References to the "holder of" include the
immediate holder of shares purchased on the exercise of this Warrant, and the
word "holder" shall include the plural thereof. This Common Stock Purchase
Warrant shall be interpreted under the laws of the State of Minnesota.

         All Shares or other securities issued upon the exercise of the Warrant
shall be validly issued, fully paid and non-assessable, and the Company will pay
all taxes in respect of the issue thereof.

         Notwithstanding anything contained herein to the contrary, the holder
of this Warrant shall not be deemed a stockholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.

         IN WITNESS WHEREOF, this Warrant has been duly executed by Cafe
Odyssey, Inc., this 16th day of June, 1999.

                                           CAFE ODYSSEY, INC.


                                           By
                                             ---------------------------------
                                           Its
                                             ---------------------------------

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                              WARRANT EXERCISE FORM
                   To be signed only upon exercise of Warrant.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder,            shares of Common Stock of Cafe Odyssey, Inc. to
which such Warrant relates and herewith makes payment of $           therefor in
cash or by certified check, and requests that such shares be issued and be
delivered to,                        , the address for which is set forth below
the signature of the undersigned.

Dated:
      ----------------

---------------------------                       ------------------------------
(Taxpayer's I.D. Number)                          (Signature)

                                                  ------------------------------
                                                  ------------------------------
                                                  (Address)


                                      X X X


                                 ASSIGNMENT FORM

             To be signed only upon authorized transfer of Warrant.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto                         the right to purchase shares of Common
Stock of Cafe Odyssey, Inc. to which the within Warrant relates and appoints
                , attorney, to transfer said right on the books of Cafe Odyssey,
Inc. with full power of substitution in the premises.

Dated:
      -------------------


                                                  ------------------------------
                                                  (Signature)


                                                  ------------------------------
                                                  ------------------------------
                                                  (Address)

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                             CASHLESS EXERCISE FORM
         (To be executed upon exercise of Warrant pursuant to Section 5)


         The undersigned hereby irrevocably elects a cashless exercise of the
right of purchase represented by the within Common Stock Purchase Warrant for,
and to purchase thereunder, shares of Common Stock, as provided for in Section 5
therein.

         If said number of shares shall not be all the shares purchasable under
the within Common Stock Purchase Warrant, a new Warrant is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher number of shares.

         Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash for any fractional shares to:



Name
              -----------------------------
              (Please Print Name)

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

Social Security No.
                   ------------------------


Signature
              -----------------------------


              NOTE: The above signature should correspond exactly with the name
              on the first page of this Common Stock Purchase Warrant or with
              the name of the assignee appearing in the assignment form on the
              preceding page.


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