THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "ACT"),  NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER
THE ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAW HAS  BECOME  EFFECTIVE  WITH
RESPECT  THERETO,  OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE
COMPANY  TO THE  EFFECT  THAT  REGISTRATION  UNDER THE ACT OR  APPLICABLE  STATE
SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

                        WARRANT TO PURCHASE 10,000 SHARES

                                 OF COMMON STOCK
                                       OF
                             BIG SMITH BRANDS, INC.

  This is to Certify That, FOR VALUE RECEIVED,  (the  "Holder"),  is entitled to
purchase,  subject to the  provisions  of this  Warrant,  from Big Smith Brands,
Inc., a Delaware corporation (the "Company"),  10,000 fully paid, validly issued
and  nonassessable  shares of Common  Stock,  par value $.01 per  share,  of the
Company  ("Common Stock") at a price of $1.30 per share at any time or from time
to time from June 1, 1999 to May 31, 2001.  The number of shares of Common Stock
to be received  upon the  exercise of this  Warrant and the price to be paid for
each share of Common Stock may be adjusted from time to time as hereinafter  set
forth.  The  shares of Common  Stock  deliverable  upon  such  exercise,  and as
adjusted from time to time, are  hereinafter  sometimes  referred to as "Warrant
Shares" and the exercise  price of a share of Common Stock in effect at any time
and as adjusted from time to time is  hereinafter  sometimes  referred to as the
"Exercise Price".

         (a) EXERCISE OF WARRANT.  (1) These  Warrants may be exercised in whole
or in part at any time or from time to time  from  June 1, 1999 to May 31,  2001
(the "Exercise Period");  provided, however, that if either such day is a day on
which  banking  institutions  in the State of New York are  authorized by law to
close,  then on the next  succeeding  day which  shall  not be such a day.  This
Warrant may be exercised by presentation  and surrender hereof to the Company at
its principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares  specified in such form. As soon
as  practicable  after each such  exercise of the  Warrants,  but not later than
seven (7) days  from the date of such  exercise,  the  Company  shall  issue and
deliver to the Holder a  certificate  or  certificates  for the  Warrant  Shares
issuable  upon  such  exercise,  registered  in the  name of the  Holder  or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the rights of the Holder thereof to purchase the balance of
the Warrant Shares purchasable  thereunder.  Upon receipt by the Company of this
Warrant at its  office,  or by the stock  transfer  agent of the  Company at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of  record  of  the  shares  of  Common  Stock   issuable  upon  such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be physically delivered to the Holder.



 

<PAGE>



         (2) At any time  during the  Exercise  Period,  the Holder  may, at its
option, exchange this Warrant, in whole or in part (a "Warrant Exchange"),  into
the number of Warrant  Shares  determined  in  accordance  with this  subsection
(a)(2),  by surrendering  this Warrant at the principal office of the Company or
at the  office of its stock  transfer  agent,  if any,  accompanied  by a notice
stating  such  Holder's  intent to effect such  exchange,  the number of Warrant
Shares to be  exchanged  and the date on which  the  Holder  requests  that such
Warrant  Exchange occur (the "Notice of Exchange").  The Warrant  Exchange shall
take place on the date  specified  in the Notice of Exchange  or, if later,  the
date the Notice of Exchange is received by the Company  (the  "Exchange  Date").
Certificates  for the  shares  issuable  upon  such  Warrant  Exchange  and,  if
applicable,  a new  warrant of like tenor  evidencing  the balance of the shares
remaining  subject to this Warrant,  shall be issued as of the Exchange Date and
delivered to the Holder within seven (7) days  following  the Exchange  Date. In
connection with any Warrant Exchange,  this Warrant shall represent the right to
subscribe  for and  acquire  the number of Warrant  Shares  (rounded to the next
highest  integer)  equal to (i) the number of Warrant  Shares  specified  by the
Holder in its Notice of Exchange  (the "Total  Number")  less (ii) the number of
Warrant Shares equal to the quotient obtained by dividing (A) the product of the
Total Number and the existing  Exercise Price by (B) the current market value of
a share of Common Stock.  Current  market value shall have the meaning set forth
Section (c) below,  except that for purposes  hereof,  the date of exercise,  as
used in such Section (c), shall mean the Exchange Date.

         (b)  RESERVATION OF SHARES.  The Company shall at all times reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

         (c)  FRACTIONAL  SHARES.  No  fractional  shares or scrip  representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value ("Market  Value") of a share,  determined
as follows:

               (1) If the  Common  Stock  is  listed  on a  national  securities
          exchange or admitted to unlisted  trading  privileges on such exchange
          or listed for trading on the Nasdaq  system,  the current market value
          shall be the last  reported  sale  price of the  Common  Stock on such
          exchange  or  system  on the last  business  day  prior to the date of
          exercise of this  Warrant or if no such sale is made on such day,  the
          average  closing bid and asked prices for such day on such exchange or
          system; or

               (2) If the Common  Stock is not so listed or admitted to unlisted
          trading privileges,  the current market value shall be the mean of the
          last reported bid and asked prices reported by the National  Quotation
          Bureau,  Inc.  on the  last  business  day  prior  to the  date of the
          exercise of this Warrant; or

               (3) If the Common  Stock is not so listed or admitted to unlisted
          trading  privileges and bid and asked prices are not so reported,  the
          current  market  value  shall be an  amount,  not less than book value
          thereof as at the end of the most  recent  fiscal  year of the Company
          ending prior to the date of the exercise of the Warrant, determined in
          such reasonable manner

  


<PAGE>



          as may be prescribed by the Board of Directors of the Company.

         (d) EXCHANGE, TRANSFER,  ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and  surrender  hereof to the  Company  or at the  office of its stock  transfer
agent,  if any, for other  warrants of  different  denominations  entitling  the
holder  thereof to purchase in the aggregate the same number of shares of Common
Stock  purchasable  hereunder.  Upon surrender of this Warrant together with (in
the case of loss, theft or destruction) an indemnity and/or security against any
claim that may be made  against the  Company on account of such lost,  stolen or
destroyed Warrant to the Company at its principal office or at the office of its
stock  transfer  agent,  if any, with the  Assignment  Form annexed  hereto duly
executed  and funds  sufficient  to pay any  transfer  tax,  the Company  shall,
without  charge,  execute and deliver a new Warrant in the name of the  assignee
named in such  instrument  of  assignment  and this  Warrant  shall  promptly be
canceled.  This  Warrant may be divided or combined  with other  warrants  which
carry the same rights upon  presentation  hereof at the principal  office of the
Company or at the office of its stock transfer  agent,  if any,  together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof.  The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date.

         (e) RIGHTS OF THE HOLDER.  The Holder shall not, by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

         (f) ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any time
and the number  and kind of  securities  purchasable  upon the  exercise  of the
Warrants shall be subject to adjustment  from time to time upon the happening of
certain events as follows:

               (1) In case the  Company  shall (i)  declare a dividend or make a
          distribution  on its  outstanding  shares of Common Stock in shares of
          Common Stock,  (ii) subdivide or reclassify its outstanding  shares of
          Common  Stock  into a greater  number of shares,  or (iii)  combine or
          reclassify  its  outstanding  shares  of Common  Stock  into a smaller
          number  of  shares,  the  Exercise  Price in effect at the time of the
          record date for such dividend or distribution or of the effective date
          of such subdivision, combination or reclassification shall be adjusted
          so that it  shall  equal  the  price  determined  by  multiplying  the
          Exercise  Price by a fraction,  the  denominator of which shall be the
          number of shares of Common Stock  outstanding  after giving  effect to
          such action,  and the numerator of which shall be the number of shares
          of Common Stock  outstanding  immediately  prior to such action.  Such
          adjustment shall be made successively  whenever any event listed above
          shall occur.

               (2)  Whenever the Exercise  Price  payable upon  exercise of each
          Warrant is adjusted

  


<PAGE>



          pursuant  to  subsection  (1)  above,  the  number of  Warrant  Shares
          purchasable  upon  exercise of this Warrant  shall  simultaneously  be
          adjusted  by  multiplying  the  number  of  Warrant  Shares  initially
          issuable upon exercise of this Warrant by the Exercise Price in effect
          on the date  hereof  and  dividing  the  product  so  obtained  by the
          Exercise Price, as adjusted.

               (3) No adjustment in the 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 by reason of this  subsection  (3) are not  required  to be made
          shall be  carried  forward  and taken into  account in any  subsequent
          adjustment required to be made hereunder.  All calculations under this
          Section  (f)  shall  be made  to the  nearest  cent or to the  nearest
          one-hundredth of a share, as the case may be. Anything in this Section
          (f) to the contrary  notwithstanding,  the Company  shall be entitled,
          but shall not be required, to make such changes in the Exercise Price,
          in  addition  to  those  required  by this  Section  (f),  as it shall
          determine,  in its sole discretion,  to be advisable in order that any
          dividend  or   distribution   in  shares  of  Common  Stock,   or  any
          subdivision,   reclassification   or   combination  of  Common  Stock,
          hereafter  made by the Company shall not result in any federal  income
          tax liability to the holders of Common Stock or securities convertible
          into Common Stock (including the Warrants).

               (4) Whenever the Exercise Price is adjusted,  as herein provided,
          the Company shall promptly but no later than 20 days after any request
          for such an adjustment by the Holder, cause a notice setting forth the
          adjusted Exercise Price and adjusted number of Warrant Shares issuable
          upon  exercise  of  each  Warrant,  and,  if  requested,   information
          describing the  transactions  giving rise to such  adjustments,  to be
          mailed to the  Holder at the last  address  appearing  in the  Warrant
          Register, and shall cause a certified copy thereof to be mailed to its
          transfer  agent,  if any. The Company may retain a firm of independent
          certified public  accountants  selected by the Board of Directors (who
          may be the regular  accountants  employed by the  Company) to make any
          computation  required by this Section (f), and a certificate signed by
          such firm shall be  conclusive  evidence  of the  correctness  of such
          adjustment.

               (5) In the event that at any time,  as a result of an  adjustment
          made  pursuant to  Subsection  (1) above,  the Holder of this  Warrant
          thereafter shall become entitled to receive any shares of the Company,
          other than Common Stock, thereafter the number of such other shares so
          receivable   upon  exercise  of  this  Warrant  shall  be  subject  to
          adjustment  from  time to time in a  manner  and on  terms  as  nearly
          equivalent as practicable to the provisions with respect to the Common
          Stock contained in subsection (1) above.

               (6)  Irrespective of any adjustments in the Exercise Price or the
          number or kind of shares  purchasable  upon  exercise of this Warrant,
          Warrants  theretofore or thereafter issued may continue to express the
          same price and number and kind of shares as are stated in the  similar
          Warrants initially issuable pursuant to this Agreement.

         (g)  OFFICER'S  CERTIFICATE.  Whenever  the  Exercise  Price  shall  be
adjusted as required by the provisions of the foregoing Section (f), the Company
shall forthwith file in the custody of its

  


<PAGE>



Secretary or an Assistant  Secretary at its principal  office and with its stock
transfer agent, if any, an officer's  certificate  showing the adjusted Exercise
Price  determined as herein  provided,  setting  forth in reasonable  detail the
facts  requiring  such  adjustment,  including  a  statement  of the  number  of
additional  shares of Common  Stock,  if any,  and such other  facts as shall be
necessary  to show the reason for and the manner of computing  such  adjustment.
Each such officer's  certificate shall be made available at all reasonable times
for  inspection by the Holder or any holder of a Warrant  executed and delivered
pursuant  to  Section  (a) and the  Company  shall,  forthwith  after  each such
adjustment,  mail a copy by certified mail of such officer's  certificate to the
Holder or any such holder.

         (h)  NOTICES  TO  WARRANT  HOLDERS.  So long as this  Warrant  shall be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the  Common  Stock or (ii) if the  Company  shall  offer to the  holders of
Common Stock for  subscription or purchase by them any share of any class or any
other   rights  or  (iii)  if  any  capital   reorganization   of  the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least  fifteen days prior the
date  specified in (x) or (y) below,  as the case may be, a notice  containing a
brief  description  of the  proposed  action and stating the date on which (x) a
record is to be taken for the purpose of such dividend,  distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution,  liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other  securities
shall receive cash or other  property  deliverable  upon such  reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

         (i)  RECLASSIFICATION,   REORGANIZATION  OR  MERGER.  In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which  merger the Company is the  continuing  corporation  and which does not
result  in any  reclassification,  capital  reorganization  or other  change  of
outstanding  shares of Common Stock of the class  issuable upon exercise of this
Warrant) or in case of any sale,  lease or conveyance to another  corporation of
the property of the Company as an entirety,  the Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right  thereafter by  exercising  this Warrant at any time
prior to the  expiration  of the  Warrant,  to  purchase  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,   capital  reorganization  and  other  change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant  immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance.

         (j) RESTRICTIVE LEGEND. Each Warrant Share, when issued,  shall include
a legend in substantially the following form:

  


<PAGE>




  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD, PLEDGED,
ASSIGNED OR  OTHERWISE  TRANSFERRED  UNLESS (1) A  REGISTRATION  STATEMENT  WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES
LAWS,  OR (2) THE  COMPANY  RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE  REASONABLY  SATISFACTORY  TO THE
COMPANY,  THAT SUCH  SECURITIES  MAY BE  OFFERED,  SOLD,  PLEDGED,  ASSIGNED  OR
TRANSFERRED  IN  THE  MANNER  CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."

         (k) The Holder  acknowledges  that it has been  advised by the  Company
that neither this Warrant nor the Warrant  Shares nor the shares of Common Stock
issuable upon  conversion of the Warrant Shares have been  registered  under the
Act,  that this  Warrant is being or has been issued and the Warrant  Shares and
the shares of Common Stock issuable upon conversion of the Warrant Shares may be
issued on the basis of the statutory  exemption  provided by Section 4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering. The Holder acknowledges that it has
been informed by the Company of, or is otherwise  familiar  with,  the nature of
the limitations  imposed by the Act and the rules and regulations  thereunder on
the  transfer of  securities.  In  particular,  the Holder  agrees that no sale,
assignment  or transfer  of this  Warrant,  the Warrant  Shares or the shares of
Common Stock  issuable  upon  conversion  of the Warrant  Shares  issuable  upon
exercise  hereof  shall be valid or  effective,  and the  Company  shall  not be
required to give any effect to any such sale, assignment or transfer, unless (i)
the sale,  assignment  or transfer of this Warrant,  such Warrant  Shares or the
shares of  Common  Stock  issuable  upon  conversion  of the  Warrant  Shares is
registered under the Act, it being understood that neither this Warrant nor such
Warrant  Shares,  nor the shares of Common Stock issuable upon conversion of the
Warrant  Shares are  currently  registered  for sale and that the Company has no
obligation or intention to so register this Warrant,  such Warrant Shares or the
shares of Common Stock issuable upon  conversion of the Warrant Shares except as
specifically  provided  herein,  or (ii) this Warrant or such Warrant Shares are
sold,  assigned or  transferred  in  accordance  with all the  requirements  and
limitations of Rule 144 under the Act, it being  understood that Rule 144 is not
available at the time of the  original  issuance of this Warrant for the sale of
this Warrant,  such Warrant  Shares and that there can be no assurance that Rule
144  sales  will be  available  at any  subsequent  time,  or (iii)  such  sale,
assignment, or transfer is otherwise exempt from registration under the Act.

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

         (m) This Warrant shall be construed in accordance  with the laws of the
State of Florida  applicable to contracts made and performed  within such State,
without regard to principles governing

  


<PAGE>



conflicts of law.

  IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
authorized persons.

Dated: May    , 1998                          BIG SMITH BRANDS, INC.



                                     By:      _________________________________
                                              S. Peter Lebowitz, President:
[SEAL]

Attest:


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


  


<PAGE>


                                  PURCHASE FORM

                                     Dated              , 199  
                                           ----------        --

           The  undersigned  hereby  irrevocably  elects to exercise  the within
Warrant  to the extent of  purchasing  shares of Common  Stock and hereby  makes
payment of in payment of the actual exercise price thereof.

                                         INSTRUCTIONS FOR REGISTRATION OF STOCK

Name                                                            
     --------------------
  (Please typewrite or print in block letters)


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


Signature                                              
         ---------------
                                 ASSIGNMENT FORM

  FOR VALUE RECEIVED,  ______________________  
hereby sells, assigns and transfers unto


Name ____________________                                           
  (Please typewrite or print in block letters)


Address ____________________                                    

the right to purchase Common Stock  represented by this Warrant to the extent of
______ shares as to which such right is exercisable and does hereby  irrevocably
constitute and appoint ________  Attorney,  to transfer the same on the books of
the Company with full power of substitution in the premises.

Date ________      , 199__


Signature ___________________