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                                                                 EXHIBIT 10.31

                                STOCK PURCHASE WARRANT


                    TWO HUNDRED FIFTY THOUSAND (250,000) WARRANTS
                             TO PURCHASE COMMON STOCK OF
                                 JAVA CENTRALE, INC.



    This stock purchase Warrant, dated as of June 24, 1997 (the "Warrant") has
been adopted and executed by JAVA CENTRALE, INC., a California corporation (the
"Company"), to certify that the Company has granted to LEGONG INVESTMENTS, N.V.,
a Netherlands Antilles corporation ("Legong") the right to purchase an aggregate
of Two Hundred Fifty Thousand (250,000) fully-paid and non-assessable shares of
the no par value Common Stock of the Company (the "Warrant Shares"), on payment
of the price per Share specified in Section 2 of this Warrant and subject to the
terms and conditions governing this Warrant expressed herein and in the Warrant.


    THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees,
subject to the terms and conditions hereinafter expressed, to sell and deliver
to Legong 250,000 fully-paid and nonassessable Warrants.


    This Warrant is and shall remain nontransferable, shall be subject to all
of the terms hereof, and shall become void, and terminate and lapse, at 5:00
P.M. (Sacramento, California time) on June 10, 2000 (the "Expiration Time"),
after which the Warrant shall be of no further force nor effect.


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


DATED as of June 24, 1997.


                                  JAVA CENTRALE, INC.


                                  By:
                                     ----------------------
                                       Gary C. Nelson
                                       Its President

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                          WARRANTS TO PURCHASE COMMON STOCK


    The terms and conditions with respect to the holding and exercise of these
Stock Purchase Warrants are as follows.


    1.   NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN     ADJUSTMENTS.

         (a)  Legong shall be initially entitled to receive, upon exercise
hereof as provided herein, up to Two Hundred Fifty Thousand (250,000) shares of
the Company's Common Stock, subject, however, to adjustment as provided below.

         (b)  If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock shall
be increased or decreased through a stock split, stock dividend, reverse stock
split, stock consolidation, or otherwise, without consideration to the Company,
an appropriate and proportionate adjustment shall be made in the number and kind
of shares as to which the Warrants may be exercised.

         (c)  Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of such
dividend.

         (d)    No fractional shares of stock shall be issued or made available
under the this Warrant on account of any such adjustment, and fractional share
interests shall be disregarded.

    2.   EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.

         (a)  The Warrants shall be initially exercisable for the following
purchase price per Share, subject to the adjustments set forth below (the
"Exercise Price").  The Exercise Price shall remain unchanged until the
occurrence of one of the events described in Section 1(b), above.

         (b)  The Exercise Price for the Warrant Shares shall be Seventy-Five
Cents ($0.75) per share.

         (c)  In the event of a change in the number of shares of Common Stock
which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common Stock
attributable to any unexercised Warrants shall likewise be made.


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    3.   METHOD OF EXERCISE.   Legong may exercise its right to purchase
Warrant Shares pursuant to this Warrant at any time prior to the Expiration
Time, by (a) completing in the manner indicated, and executing, the attached
Subscription Form for that number of Warrant Shares which it is entitled, and
desires, to purchase; (b) surrendering the Warrant to the Company at its
principal place of business in Sacramento, California; and (c) paying the
appropriate purchase price for the Warrant Shares (rounded to the nearest whole
cent), by cash, money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California. Upon such
surrender and payment, the Company will issue to Legong the number of Warrant
Shares so subscribed for.

    4.   EFFECT OF EXERCISE.   Upon surrender of this Warrant and due payment
of the exercise price, the Company will issue to Legong the number of shares of
Common Stock subscribed for, and Legong will be a shareholder of the Company in
respect of such Common Stock as of the date on which the shares representing
such Common Stock are issued by the Company's Transfer Agent and Registrar.

    5.   NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE.  No person or entity shall
be considered to be a shareholder of the Company for any purpose until the
exercise of the Warrant as provided herein and the due and formal issuance of
Warrant Shares by the Company's Transfer Agent and Registrar thereupon.

    6.   NO RIGHTS AFTER THE EXPIRATION TIME.  Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any person
or entity any right to subscribe for or purchase, after the Expiration Time, any
security of or issued by the Company. From and after the Expiration Time, this
Warrant and all rights hereunder shall be valueless, unexercisable, void, and of
no further force or effect.

    7.   NONTRANSFERABILITY.  This Warrant shall not be transferrable, and any
attempt to sell, assign, transfer, hypothecate, or otherwise convey or encumber
any interest herein or therein shall be void. The Company shall have no
obligation to recognize any such sale, assignment, transfer, hypothecation, or
other conveyance or encumbrance, to reflect such transaction on the official
records of the Company, or to issue Warrants or shares of its Common Stock to
any party in violation of this provision.

    8.   SUBDIVISION.   This Warrant may be divided and subdivided into two or
more certificates, evidencing the total number of Warrants provided herein, upon
written demand therefor delivered to the Company.  This Warrant may be exercised
for all or any part of the Warrant Shares, and in such event the Company shall
issue a new Warrant Certificate, evidencing the balance of the Warrant Shares
not previously subscribed for.  Notwithstanding the foregoing sentences,
however, no Warrant Certificate shall be issued, and no exercise of a Warrant
shall be permitted, involving any fraction of one Share.

    9.   REDEMPTION BY THE COMPANY.  The rights to purchase Warrant Shares
represented by this Warrant shall be redeemable by the Company, in whole or in
part, at any time at a redemption price of Five Cents ($0.05) per Warrant Share
purchase right so redeemed: PROVIDED, HOWEVER, that the following conditions
have been met:


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         (a)  The closing price for the Company's common stock must have
equalled or exceeded Two Dollars ($2.00) per share for each of the twenty (20)
consecutive trading days prior to the date on which the Company so redeems the
rights to purchase Warrant Shares represented by this Warrant;

         (b)  The Company shall give Legong not less than thirty (30) days'
prior written notice of its intention to so redeem the rights to purchase
Warrant Shares represented by this Warrant; and

         (c)  The Company shall tender the redemption price to Legong or its
representative in cash, by certified or cashiers' check, or by wire transfer, in
any case at Legong's address as then appearing on the Company's records or at
such other address as may be specified from time o time by Legong.

    10.  MISCELLANEOUS.

         (a)  This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.

         (b)  The captions set forth in this Warrant are for convenience only,
and shall not be used in the construction hereof.

         (c)  If this Warrant, or any paragraph, sentence, term, or provision
hereof, is invalidated on any ground by any court of competent jurisdiction, the
remainder hereof shall, notwithstanding such invalidation, remain in full force
in effect, and each other provision of this Warrant shall thereafter be
construed and enforced in such a manner as to give the fullest possible effect
to the intention and purposes expressed herein.













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                                 JAVA CENTRALE, INC.


                              WARRANT SUBSCRIPTION FORM
                  Stock Purchase Warrants dated as of June 24, 1997


TO: Java Centrale, Inc.
    ATTENTION: Chief Financial Officer
    1610 Arden Way, Suite 145
    Sacramento, CA 95815

              RE:  Exercise of Stock Purchase Warrants

    Pursuant to the terms of that certain Stock Purchase Warrant, dated as of
June 24, 1997 (the "Warrant"), which Warrant is attached to this Subscription
Form, the undersigned hereby subscribes for _____ whole shares of the Company's
no par value Common Stock, at a price of $______ per share or at such other
price as may be applicable in accordance with the terms of the Warrant.

    TOTAL SUBSCRIPTION PRICE: $
                               -----------

    The undersigned hereby directs and requires that the shares of Common Stock
being subscribed for hereby be issued and delivered as follows:

    Full Name of Shareholder:
                              ------------------------------------
    Full Address:
                  -----------------------------------------------------
                  -----------------------------------------------------
                  -----------------------------------------------------
Number of Shares for Which Subscribed:
                                      ----------------------

DATED:
      ------------

                                  LEGONG INVESTMENTS, N.V.

                                  By:
                                     --------------------------
                                     --------------------------
                                     Its
                                        -----------------------



    SEE REVERSE FOR IMPORTANT INFORMATION

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    NOTE:  This Subscription Form must be signed and accompanied by payment to
Java Centrale, Inc., in full, of the appropriate subscription price, in cash or
by money order, bank draft, or certified check, payable to the Company at its
principal place of business in Sacramento, California, and must be received by
the Company prior to  5:00 PM, California time, on June 24, 2000 (the
"Expiration Time"), after which time all rights represented by the attached
Stock Purchase Warrant will expire.

    JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE WARRANT. SUFFICIENT
TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR TO THE
EXPIRATION TIME.

    Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons or
entities will thereupon become shareholders of the Company. If a lesser number
of shares is subscribed for than the number of shares described in the Stock
Purchase Warrant, the Company shall issue a further Stock Purchase Warrant in
respect of the unsubscribed shares of Common Stock not subscribed for hereby.

























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