<PAGE>

                                                                     EXHIBIT 4.6

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 #_____________                                      247,246 COMMON STOCK
                                                            Purchase Warrants

                          CERTIFICATE FOR COMMON STOCK
                               PURCHASE WARRANTS

         1.       Warrant. This Warrant Certificate certifies that MID-AMERICAN
CAPITAL RESOURCE GROUP, INC. 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 ONE
DOLLAR ($1.00) 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.       Representation of Accredited Investor Status. The Registered
Holder represents that: (i) the Registered Holder is (or any entity for which
the Registered Holder is purchasing under (ii) below is) an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933,
as amended (the "Act"), and (ii) the Registered Holder is purchasing such
Securities for its own account (or for accounts as to which the Registered
Holder exercises sole investment discretion and has authority to make, and does
make, the statements contained in herein and for each of which the Registered
Holder is acquiring the warrants and not with a view to any distribution
thereof.

         3.       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:

                                       1
<PAGE>

     "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."

         4.       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") commencing on
the date hereof and terminating at the close of business on December 31, 2005
(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.

         5.       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.

         6.       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

                                       2
<PAGE>

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.

         7.       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 therefor the Warrant Certificate or Certificates which the Registered
Holder making the transfer shall be entitled to receive.

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.

         8.       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.

         9.       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.

                                       3
<PAGE>

                  (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 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, 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.

         10.      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.

         11.      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 and 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

                                       4
<PAGE>

         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. 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

                                       5
<PAGE>

                           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 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.

         12.      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.

         13.      General Provisions. This Warrant Certificate shall be
construed and enforced in accordance with, and governed by, the laws of the
State of Georgia and venue for any proceeding arising from or in connection
herewith shall be in the state and federal courts of Georgia. 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.

                                       6
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed as of the 31st day of December, 2002.

                               SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

                               By: /s/ THOMAS P. TANIS, JR.
                                   ---------------------------------------------
                                   THOMAS P. TANIS, JR., CHIEF EXECUTIVE OFFICER

                                       7