EXHIBIT 4.2

                           RETAIL SPICY GOURMET, INC.

                            (A DELAWARE CORPORATION)

                             "B" WARRANT CERTIFICATE

WARRANT NUMBER _______                        NUMBER OF WARRANTS: ______________

 CLASS "A" WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON STOCK OF
       RETAIL SPICY GOURMET, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM
          REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.

     FOR VALUE RECEIVED,  Retail Spicy Gourmet, Inc. (the "Company"), a Delaware
corporation,   hereby  certifies  that   _________________________________   the
registered holder hereof, or registered  assigns,  (the "Holder") subject to the
terms and conditions  hereinafter  set forth,  and at any time during the period
beginning on the date hereof and ending on November 19, 2015, is entitled to:

1.   Purchase  shares of the Common  Stock of the Company for each of the within
     Warrants  exercised at a price of $4.00 per share of such Common Stock (the
     "Warrant Price") or

2.   Purchase  shares of the Common  Stock of the Company for each of the within
     Warrants  exercised at such price as may be determined by vote of the Board
     of  Directors,  provided that such price is not higher than $4.00 per share
     of such Common Stock.

3.   Convert these Warrants,  in whole or in part, into that number of shares of
     Common Stock of the Company  determined by dividing (a) the aggregate  fair
     market value,  as of the date of conversion,  of the shares of Common Stock
     of the Company  which would be issuable upon exercise of the Warrants to be
     converted  minus the aggregate  Warrant Price of the shares of Common Stock
     of the Company which would be issuable upon exercise of the Warrants by (b)
     the said fair market value of one share of the Common Stock of the Company.
     For the purposes of conversion of these  Warrants,  fair market value shall
     be the value determined in accordance with the following provisions:

     a.   If the  Common  Stock  of the  Company  is not at the time  listed  or
          admitted on any stock  exchange  but is traded on the Nasdaq  National
          Market  System or  SmallCap  Market  or is quoted on the OTC  Bulletin
          Board,  the fair market value shall be the closing  selling  price per
          share of such common stock on the date in  question,  as such price is
          reported by the National Association of Securities Dealers through, in
          order of preference,  the Nasdaq National Market System,  the SmallCap
          Market,  or the OTC Bulletin Board, or any successor  system. If there
          is not a closing  selling  price for such common  stock on the date in
          question,  then the fair market  value  shall be the  closing  selling
          price on the last preceding date for which such a quotation exists.

     b.   If the common  stock is at the time  listed or  admitted to trading on
          any stock exchange, the fair market value shall be the closing selling
          price per share of such  common  stock on the date in  question on the
          stock exchange  determined by the Board of Directors of the Company to
          be the  primary  market  for  such  common  stock,  as such  price  is
          officially  quoted  in  the  composite  tape  of  transactions  on the
          exchange.  If there is no closing  selling price for such common stock
          on the  date in  question  then  the fair  market  value  shall be the
          closing  selling  price on the last  preceding  date for which  such a
          quotation exists.

     c.   If the common  stock is at the time  neither  listed nor  admitted  to
          trading  on any  exchange  nor traded on the  Nasdaq  National  Market
          System nor the SmallCap Market,  nor traded on the OTC Bulletin board,
          then  such  fair  market  value  shall be  determined  by the Board of
          Directors of the Company after taking into account such factors as the
          Board of Directors of the Company shall deem appropriate.

4.   Upon exercise or conversion of these Warrants, the registered Holder hereof
     shall  surrender  to the stock  transfer  agent of the Company this Warrant
     Certificate together with a letter identifying the number of warrant shares

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     being  exercised or converted,  the address to which the share  certificate
     should be sent, and a certified check or bank draft payable to the order of
     the Company.

5.   In the case of exercise or conversion of the Warrants, no fractional shares
     of the Common Stock of the Company shall be issued.

6.   The Company  covenants  and agrees that shares of Common Stock which may be
     delivered  upon the  exercise or  conversion  of this  Warrant  will,  upon
     delivery,  be free from all taxes,  liens and charges  with  respect to the
     purchase thereof hereunder.

7.   This  Warrant  shall not be  exercised  or converted by Holder in any state
     where such exercise or conversion would be unlawful.

8.   The Company  agrees at all times to reserve or hold  available a sufficient
     number of shares of its Common Stock to cover the number of shares issuable
     upon the  exercise  or  conversion  of this and all other  Warrants of like
     tenor then outstanding.

9.   This  Warrant  does not  entitle  the Holder to any voting  rights or other
     rights as a shareholder of the Company,  or to any other rights  whatsoever
     except the rights  herein set forth,  and no  dividend  shall be payable or
     accrue in respect of this Warrant or the interest  represented  hereby,  or
     the shares which may be acquired hereunder,  until or unless, and except to
     the extent that this  Warrant  shall be  exercised  or  converted,  and the
     Common  Stock which may be acquired  upon  exercise or  conversion  thereof
     shall become deliverable.

10.  The Warrants are not redeemable nor cancellable by the Company.

11.  This Warrant is exchangeable upon the surrender hereof by the Holder to the
     Company  for new  Warrants  of like  tenor  and  date  representing  in the
     aggregate the right to acquire the number of shares which,  may be acquired
     hereunder, each of such new Warrants to represent the right to acquire such
     number of shares as may be designated by the registered  Holder at the time
     of such surrender.

12.  The Company may deem and treat the Holder at any time as the absolute owner
     hereof  for all  purposes  and shall not be  affected  by any notice to the
     contrary.

13.  Notwithstanding  any other provision  governing the Warrants,  if as of the
     date of exercise, the Company has registered its Common Stock under Section
     12 of the Securities  Exchange Act of 1934, as amended,  the Holder may not
     exercise  these  Warrants to the extent  that  immediately  following  such
     exercise  the  Holder  would  beneficially  own  more  than  4.99%  of  the
     outstanding Common Stock of the Company. For this purpose, a representation
     of the Holder that  following such exercise it would not  beneficially  own
     more than 4.99% of the  outstanding  Common  Stock of the Company  shall be
     conclusive and binding upon the Company.

14.  The number of shares of Common Stock which may be acquired upon exercise or
     conversion  of these  Warrants  and the  Warrant  Price shall be subject to
     adjustment from time to time as follows:

     a.   If the Company shall at any time subdivide its  outstanding  shares of
          Common  Stock  by   recapitalization,   reclassification  or  split-up
          thereof,  or  if  the  Company  shall  declare  a  stock  dividend  or
          distribute shares of Common Stock to its  stockholders,  the number of
          shares of Common  Stock  which may be acquired  upon  exercise of this
          Warrant immediately prior to such subdivision shall be proportionately
          increased  in each  instance,  and if the  Company  shall  at any time
          combine the  outstanding  shares of Common Stock by  recapitalization,
          reclassification or combination thereof the number of shares of Common
          Stock which may be acquired upon exercise of this Warrant  immediately
          prior to such combination shall be  proportionately  decreased in each
          instance.

     b.   If the Company shall distribute to all of the holders of its shares of
          Common  Stock  any  security  (except  as  provided  in the  preceding
          paragraph)  or  other  assets  (other  than a  distribution  made as a
          dividend  payable out of earnings or out of any earned surplus legally
          available  for  dividends  under  the  laws  of  the  jurisdiction  of
          incorporation  of the  Company),  the  Board  of  Directors  shall  be
          required to make such  equitable  adjustment  in the Warrant  Price in

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          effect  immediately  prior to the record date of such  distribution as
          may be  necessary  to  preserve to the Holder of this  Warrant  rights
          substantially  proportionate to those enjoyed hereunder by such Holder
          immediately  prior to the  happening  of such  distribution.  Any such
          adjustment  shall become  effective as of the day following the record
          date for such distribution.

     c.   Whenever  the number of shares of Common  Stock  which may be acquired
          upon the  exercise  of this  Warrant is  required  to be  adjusted  as
          provided  herein,  the Warrant Price shall be adjusted (to the nearest
          cent) in each instance by multiplying  such Warrant Price  immediately
          prior to such adjustment by a fraction the numerator of which shall be
          the number of shares of Common  Stock which may be acquired  hereunder
          upon  the  exercise  of  the  Warrants   immediately   prior  to  such
          adjustment, and the denominator of which shall be the number of shares
          of  Common   Stock  which  may  be  acquired   hereunder   immediately
          thereafter.

     d.   In case of any  reclassification  of the outstanding  shares of Common
          Stock,  other than a change covered by paragraph  (14a) above or which
          solely affects the par value of such shares of Common Stock, or in the
          case  of any  merger  or  consolidation  of the  Company  with or into
          another  corporation  (other that a consolidation  merger in which the
          Company is the continuing corporation and which does not result in any
          reclassification  or capital  reorganization of the outstanding shares
          of Common Stock),  or in the case of any sale or conveyance to another
          corporation  of  the  property  of  the  Company  as  an  entirety  or
          substantially  as an entirety in connection  with which the Company is
          dissolved,  the Holder of this Warrant shall have the right thereafter
          (until the  expirations  of the  respective  rights of exercise of the
          Warrant) to receive upon the exercise thereof using the same aggregate
          Warrant Price applicable  hereunder  immediately  prior to such event,
          the kind and amount of shares of stock or other securities or property
          receivable upon such reclassification,  capital reorganization, merger
          or consolidation,  or upon the dissolution following any sale or other
          transfer,  which a holder of the  number of shares of Common  Stock of
          the Company  would obtain upon  exercise of the  Warrants  immediately
          prior to such  event;  and if any  classification  also  results  in a
          change in shares of Common  Stock  covered by  paragraph  (14a) above,
          then such  adjustment  shall be made pursuant to both paragraph  (14a)
          above and this paragraph (14d). The provisions of this paragraph (14d)
          shall  similarly  apply to  successive  reclassifications,  or capital
          reorganizations, mergers or consolidations, sales or other transfers.

     e.   In case of the dissolution,  liquidation or winding-up of the Company,
          all rights  under any of the Warrants not  theretofore  exercised  nor
          converted  nor expired by their terms shall  terminate on a date fixed
          by the Company,  such date so fixed to be not earlier than the date of
          the commencement of the proceedings for such dissolution,  liquidation
          or  winding-up  and  not  later  than  thirty  (30)  days  after  such
          commencement  date. Notice of the termination of purchase rights shall
          be given to the  registered  Holder of this  Warrant as the same shall
          appear on the books of the Company, by certified or registered mail at
          least thirty (30) days prior to such termination date.

     f.   In case the Company shall, at any time prior to the Expiration Date of
          the Warrants,  and prior to the exercise or conversion thereof,  offer
          to the  holders  of its  Common  Stock  any  right  to  subscribe  for
          additional shares of any class of the Company,  then the Company shall
          give written notice  thereof to the registered  Holder of this Warrant
          not less than thirty (30) days prior to the date on which the books of
          the Company are closed or a record date fixed for the determination of
          stockholders  entitled to such subscription  rights. Such notice shall
          specify  the date as to which the books shall be closed or record date
          be fixed with respect to such offer or subscription,  and the right of
          the  registered  Holders  hereof  to  participate  in  such  offer  or
          subscription shall terminate if this Warrant shall not be exercised or
          converted  on or before the date of such  closing of the books or such
          record date.

IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by its
duly authorized officer effective this day, ______________________.


                                           By ___________________________
                                           Its Secretary

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