<PAGE>

                                                                    Exhibit 4.1

                           WARRANT ISSUANCE AGREEMENT

         THIS AGREEMENT (the "Agreement") is made as of May 1, 2002, among
Aurora Foods Inc., a Delaware corporation (the "Company"), and the parties
listed on Exhibit A hereto as warrantholders (each a "Warrantholder" and
collectively, the "Warrantholders" or the "Investors").

         WHEREAS, the lenders under the Company's senior bank credit facilities
(the "Credit Agreement") have agreed to waive certain defaults subject to the
Investors entering into the Revolving Loan Subordinated Participation Agreement
dated as of the date hereof (the "Participation Agreement").

         WHEREAS, as consideration for the Investors entering into the
Participation Agreement, the Company has agreed to issue to each Investor (or an
affiliate thereof nominated by such Investor) warrants exercisable for the
Company's Common Stock, $0.01 par value per share (the "Common Stock").

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

         1.     ISSUANCE OF WARRANTS. Subject to the terms of this Agreement, in
consideration of the Investors (or their affiliates) becoming party to the
Participation Agreement, the Company agrees to issue to each of the
Warrantholders a warrant to purchase the number of shares of Common Stock set
forth opposite such Warrantholder's name on Exhibit A hereto, each such Warrant
to be in the form attached hereto as Exhibit B (each a "Warrant", and
collectively, the "Warrants"); provided, that the number of shares of Common
Stock for which each Warrant is exercisable shall be subject to adjustment as
provided in Section 4 hereof. The shares of Common Stock issuable upon exercise
of the Warrant are referred to herein as the "Warrant Shares". As of the date
hereof, the Company and the Warrantholders shall have entered into an amendment
to the Securityholders Agreement dated as of April 8, 1998 among the Company and
the parties named therein, as amended (the "Amended Securityholders Agreement")
in the form attached hereto as Exhibit C. The Company will comply with all
applicable provisions of federal and state securities laws in connection with
the issuance of the Warrant Shares.

         2.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to each of the Warrantholders as follows:

                2.1.     Organization; Corporate Power and Good Standing. The
         Company is duly organized, validly existing and in good standing in the
         State of Delaware. The Company has the corporate power to own its
         properties and to carry on its business as now conducted and as
         presently proposed to be conducted.

                2.2.     Authorization. The execution, delivery and performance
         by the Company of this Agreement and the Amended Securityholders
         Agreement, and the issuance and

<PAGE>

         delivery of the Warrants and the reservation of the Warrant Shares
         issuable upon exercise of the Warrants: (a) are within the Company's
         corporate power and authority; (b) have been duly authorized by all
         necessary corporate proceedings; and (c) do not and will not conflict
         with or result in any breach of any provision of the charter or by-laws
         of the Company or any law, regulation, order, judgment, writ,
         injunction, license, permit, agreement or instrument to which the
         Company is subject. The Company will comply with all applicable
         provisions of federal and state securities laws in connection with the
         issuance of the Warrants and the Warrant Shares. The Warrant Shares,
         when issued in compliance with the provisions of this Agreement and the
         Warrants, will be duly authorized, validly issued, fully paid and
         nonassessable and free of any liens or encumbrances; provided, however,
         that the Warrant Shares may be subject to restrictions on transfer
         under state and/or federal securities laws.

                2.3.     Enforceability. Each of this Agreement, the Amended
         Securityholders Agreement and the Warrants has been duly executed and
         delivered by the Company and are the legally valid and binding
         obligations of the Company, enforceable against the Company in
         accordance with the respective terms and provisions hereof and thereof,
         except in the case of enforceability (i) as limited by applicable
         bankruptcy, insolvency, reorganization, moratorium, and other laws of
         general application affecting enforcement of creditors' rights
         generally and (ii) as limited by laws relating to the availability of
         specific performance, injunctive relief or other equitable remedies.

                2.4.     Capitalization.
                         --------------

                         (a)    On the date hereof, the authorized capital stock
                                of the Company consists solely of (i)
                                250,000,000 shares of Common Stock, of which
                                71,823,029 shares are issued and outstanding,
                                and (ii) 25,000,000 shares of preferred stock,
                                par value $0.01 per share, of which 3,750,000
                                shares of Series A Preferred Stock are issued
                                and outstanding. All of such shares have been
                                duly authorized, validly issued and are
                                outstanding, and are fully paid and
                                non-assessable and have been offered, issued and
                                sold in compliance with applicable federal and
                                state securities laws.

                         (b)    The Warrant Shares have been duly authorized and
                                validly reserved for issuance and, when issued
                                and delivered, will have been validly issued and
                                will be fully paid and nonassessable, and the
                                issuance thereof will not have been subject to
                                any preemptive rights or made in violation of
                                any applicable law.

         3.     REPRESENTATIONS AND WARRANTIES OF THE WARRANTHOLDERS.

                3.1.     Investment Intent. Each of the Warrantholders hereby
                         represents and warrants, severally and not jointly, to
                         the Company that:

                         (a)    Such Warrantholder is an "accredited investor"
                                as defined in Regulation D of the Securities
                                Act.

                                       -2-

<PAGE>

                         (b)    Such Warrantholder is in a financial position to
                                hold the Warrant and Warrant Shares
                                (collectively, the "Securities") for an
                                indefinite period of time, is able to bear the
                                economic risk of an investment in the Securities
                                and can withstand a complete loss of its
                                investment in the Securities.

                         (c)    Such Warrantholder either alone or together with
                                the assistance of Warrantholder's own
                                professional advisor or advisors, has the
                                knowledge and experience in business and
                                financial matters to read and interpret
                                financial statements of and concerning the
                                Company and to evaluate the merits and risk of
                                an investment in the Securities.

                         (d)    Such Warrantholder has obtained, to the extent
                                Warrantholder deems necessary, Warrantholder's
                                own personal professional advice with respect to
                                the risks inherent in an investment in the
                                Securities and the suitability of an investment
                                in the Securities in light of Warrantholder's
                                financial condition and investment needs.

                         (e)    Such Warrantholder understands that an
                                investment in the Securities is highly
                                speculative. Such Warrantholder nevertheless
                                believes that an investment in the Securities is
                                suitable for Warrantholder based upon
                                Warrantholder's investment objectives and
                                financial needs.

                         (f)    Such Warrantholder has either attended or been
                                given reasonable opportunity to attend meetings
                                with representatives of the Company for the
                                purpose of asking questions of, and receiving
                                answers from, these representatives concerning
                                the Company and an investment in the Securities,
                                and for the purpose of obtaining any additional
                                information to the extent reasonably available
                                that is necessary to verify the information
                                provided.

                         (g)    Such Warrantholder acknowledges that (i) any
                                purchaser of Securities must bear the economic
                                risk of investment for an indefinite period of
                                time because the Securities have not been
                                registered under the Securities Act or the
                                securities laws of any state, and, therefore,
                                cannot be sold unless they are subsequently
                                registered under these laws or exemptions from
                                registrations are available; and (ii) the
                                transferability of the Securities is restricted
                                and requires conformity with the restrictions
                                contained in the legend below. Such
                                Warrantholder further acknowledges that the
                                Securities will be further restricted by legends
                                placed on the certificate or certificates
                                representing the Securities referring to the
                                applicable restrictions on transferability, and
                                by stop transfer orders or notations on the
                                Company's records referring to the restrictions
                                on transferability. In addition to any legend
                                required by the Securityholders Agreement or
                                applicable law, the Securities shall have a
                                legend that shall provide substantially as
                                follows:

                                       -3-

<PAGE>

                                "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                                HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                                ACT OF 1933, AS AMENDED. THE SECURITIES HAVE
                                BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
                                SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
                                EXCEPT IN COMPLIANCE WITH SUCH ACT. IF RULE 144
                                OF THE SECURITIES ACT OF 1933 IS AVAILABLE TO
                                EXEMPT ANY SUCH SALE, TRANSFER OR DISPOSITION
                                FROM THE REQUIREMENTS OF SUCH ACT, THE ISSUER
                                COVENANTS TO REMOVE THE LEGENDS ON THIS
                                CERTIFICATE TO SO PERMIT THE SALE, TRANSFER OR
                                DISPOSITION OF THE SECURITIES EVIDENCED BY THIS
                                CERTIFICATE UNDER RULE 144 OF SUCH ACT."

                         (h)    Such Warrantholder has been advised by the
                                Company that the Securities have not been
                                registered under the Securities Act, or
                                applicable state securities laws, that the
                                Securities are being offered and sold pursuant
                                to exemptions from the registration requirements
                                of these laws, and that the reliance by the
                                Company on these exemptions is predicated in
                                part on such Warrantholder's representations to
                                the Company contained in this Agreement. Such
                                Warrantholder further represents and warrants
                                that the Securities are being purchased for such
                                Warrantholder's own account for investment
                                purposes only without the current intention of
                                reselling or redistributing the Securities,
                                except for this Agreement and the other
                                agreements contemplated hereby or disclosed
                                herein, and that the acquisition of the
                                Securities by such Warrantholder is not a
                                transaction (or any element of a series of
                                transactions) that is part of a plan or scheme
                                to evade the registration provisions of the
                                Securities Act of 1933, as amended.

         4.     ADJUSTMENT OF NUMBER OF WARRANTS.

                4.1.     Financial Advisor. The Company covenants and agrees (i)
         to use its best efforts to promptly retain a nationally recognized
         financial advisor familiar with transactions similar to those
         contemplated by the Participation Agreement, and (ii) to cause such
         financial advisor to provide to the Company's Board of Directors and
         the Special Committee established by the Board of Directors in
         connection with the Participation Agreement (together, the "Board")
         information ("Market Information") reasonably requested by the Board to
         support the Board's determination that the Warrants issued as
         consideration for the Investors entering into the Participation
         Agreement and the terms thereof are no less favorable to the Company
         than those that could be obtained as of May 1, 2002 in arm's-length
         dealings with an unaffiliated party, and that the Warrants issued as
         consideration for the Investors entering into the Participation
         Agreement and the terms thereof are fair as to the Company as of such
         date.

                                       -4-

<PAGE>

                4.2.     Certification. In the event that the Board determines,
         in the exercise of its business judgment, that the Market Information
         supports, in accordance with Section 4.1 above, the issuance of the
         number of Warrant Shares provided herein as consideration for the
         Investors entering into the Participation Agreement, the number of
         Warrant Shares issued hereunder shall remain unchanged. In the event
         that the Board determines, in the exercise of its business judgment,
         that the Market Information supports, in accordance with Section 4.1
         above, the issuance of fewer Warrant Shares, the Board shall deliver a
         certificate to each Warrantholder indicating that adjustment of the
         number of Warrant Shares is required (the "Adjustment Certificate") and
         the number of Warrant Shares will be adjusted to the greatest number of
         Warrant Shares supportable by the Market Information, in accordance
         with Section 4.1 above. In the event that the Board does not deliver
         the Adjustment Certificate prior to the earlier of (a) November 1, 2002
         and (b) a Change of Control, the number of Warrant Shares shall not be
         adjusted pursuant to this Section 4. In the event an Adjustment
         Certificate is delivered, Warrant Shares shall only be issuable with
         respect to the number of Warrant Shares indicated in the Adjustment
         Certificate.

                4.3.     Warrant Certificates. Upon receipt of an Adjustment
         Certificate, each of the Warrantholders agrees to return the warrant
         certificate originally issued to each Warrantholder to the Company. The
         Company shall promptly amend Exhibit A hereto to reflect the adjustment
         indicated in the Adjustment Certificate proportionately among each of
         the Warrantholders and shall issue to each Warrantholder, upon receipt
         and cancellation of the warrant certificate originally issued to such
         Warrantholder, a replacement warrant certificate, dated as of the date
         hereof, reflecting the number of Warrants attributable to such
         Warrantholder as specified in the Adjustment Certificate.

         5.     RESERVATION OF STOCK. The Company covenants and agrees that it
will at all times reserve and keep available, solely for issuance and delivery
upon exercise of the Warrants, the number of shares of Common Stock from time to
time issuable upon exercise of all Warrants at the time outstanding.

         6.     OPINION. Counsel to the Company shall deliver an opinion dated
the date hereof reasonably satisfactory to the Investors that the issuance and
delivery of the Warrants and the reservation of the Warrant Shares issuable upon
exercise of the Warrants: (a) are within the Company's corporate power and
authority; (b) have been duly authorized by all necessary corporate proceedings;
and (c) do not and will not conflict with or result in any breach of any
provision of the charter or by-laws of the Company or any law, regulation,
order, judgment, writ, injunction, license, permit, agreement or instrument to
which the Company is subject. The Warrant Shares, when issued in compliance with
the provisions of this Agreement and the Warrants, will be duly authorized,
validly issued, fully paid and nonassessable and free of any liens or
encumbrances; provided, however, that the Warrant Shares may be subject to
restrictions on transfer under state and/or federal securities laws.

         7.     CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms shall have the meanings set forth below:

                                       -5-

<PAGE>

"Capital Stock" means (a) as to any Person that is a corporation, the authorized
capital stock of such Person, including all classes and series of common,
preferred, voting and nonvoting capital stock, and (b) as to any Person that is
not a corporation or an individual, the ownership interests in such Person,
including, without limitation, the right to share in profits and losses, the
right to receive distributions of cash and property, and the right to receive
allocations of items of income, gain, loss, deduction and credit and similar
items from such Person, whether or not such interests include voting or similar
rights entitling the holder thereof to exercise control over such Person.

"Change of Control" means the occurrence of any of the following events: (a) any
Person or "group" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and
13d-5 under the Exchange Act, except that a Person shall be deemed to have
"beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total Voting Capital
Stock of the Company, other than any Person or group which beneficially owned
more than 15% of the total Voting Capital Stock of the Company as of May 1, 2002
or (b) the Company consolidates with, or merges with or into, another Person or
sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into the Company, in any such event pursuant to a transaction
in which the holders of the outstanding Voting Capital Stock of the Company
immediately prior to such transaction hold less than 50% of the outstanding
Voting Capital Stock of the surviving or transferee company or its parent
company immediately after the transaction or immediately after such transaction
any Person or "group" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total Voting Capital Stock of
the surviving or transferee company or its parent company immediately after the
transaction as applicable or (c) during any consecutive two-year period,
individuals who at the beginning of such period constituted the Board (together
with any new directors whose election by the Board or whose nomination for
election by the stockholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board then in
office or (d) any transaction subject to Rule 13e-3 under the Exchange Act if
following such Rule 13e-3 transaction a Person owns more than 50% of the total
Voting Capital Stock of the Company, other than such a transaction with any
Person or group which beneficially owned more than 15% of the total Voting
Capital Stock of the Company as of May 1, 2002.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Person" means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or other entity of whatever nature.

                                       -6-

<PAGE>

"Voting Capital Stock" means with respect to any Person, securities of any class
or classes of Capital Stock in such Person ordinarily entitling the holders
thereof (whether at all times or at the times that such class of Capital Stock
has voting power by reason of the happening of any contingency) to vote in the
election of members of the board of directors or comparable governing body of
such Person.

         8.     GENERAL.

                8.1.     Binding Effect; Assignment. The provisions of this
         Agreement shall be binding upon and inure to the benefit of the parties
         and their respective successors, permitted transferees and assigns,
         heirs, administrators and legal representatives. The Company may not
         assign its rights or obligations hereunder. No Warrantholder may assign
         any portion of its rights, obligations or liabilities under this
         Agreement, except to an affiliate, without the prior written consent of
         the Company, which consent shall not be unreasonably withheld.

                8.2.     Amendment; Waiver. The rights and obligations of the
         Company and the Warrantholders may be waived or amended if and only if
         such waiver or amendment is consented to in writing by the Company and
         Warrantholders holding at least a majority of the aggregate number of
         Warrant Shares (on an as-exercised basis); provided, however, that if
         any waiver or amendment would adversely affect the rights or duties of
         one or more Warrantholders (the "Adversely Affected Holders") in a
         manner that is materially different from its effect on the other
         Warrantholders, such amendment or waiver shall not be effective as to
         any Adversely Affected Holder unless consented to in writing by the
         Adversely Affected Holders holding a majority of the aggregate number
         of Warrant Shares (on an as-exercised basis) held by all Adversely
         Affected Holders. Each party hereto shall be bound by any amendment,
         modification or waiver effected in accordance with this section.

                8.3.     Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of New York.

                                       -7-

<PAGE>

                                  [Aurora Foods Inc. Warrant Issuance Agreement]

         The parties have duly executed this Agreement as of the date first
written above.

                             AURORA FOODS INC.

                             By /s/ James T. Smith
                                -----------------------------------
                                Title: Chairman & CEO

                             FENWAY PARTNERS CAPITAL FUND, L.P.

                             By:  Fenway Partners, L.P., its General Partner

                             By:  Fenway Partners Management, Inc., its general
                             partner

                             By /s/ Richard C. Dresdale
                                --------------------------------
                                Title:  Managing Director

                             By /s/ Andrea Geisser
                                --------------------------------
                                Title:  Managing Director

                             MCCOWN DE LEEUW & CO. IV, L.P.

                             By: MDC Management Co. IV LLC,
                                 its general partner

                             By /s/ David E. De Leeuw
                                --------------------------------
                                its Managing Member

                             DELTA FUND LLC

                             By /s/ David E. De Leeuw
                                --------------------------------
                                its Administrative Member

<PAGE>

                                  [Aurora Foods Inc. Warrant Issuance Agreement]

                             MCCOWN DE LEEUW & CO. IV
                             ASSOCIATES, L.P.

                             By: MDC Management Company IV LLC,
                                     its general partner

                             By /s/ David E. De Leeuw
                                --------------------------------
                                  its Administrative Member

<PAGE>

                                                                       Exhibit A
                                                                       ---------

                                           As Amended, Effective October 7, 2002
                                           -------------------------------------


                       Aurora Foods Warrants as Adjusted


                                                Number of Shares of
Warrantholder                                   Common Stock Subject to Warrants
-------------                                   --------------------------------

Fenway Partners Capital Fund, L.P.                178,790 shares

McCown DeLeeuw & Co. IV, L.P.                     116,858 shares

McCown DeLeeuw & Co. IV Associates, L.P.          1,891 shares

Delta Fund LLC                                    2,461 shares

<PAGE>

                                                                       Exhibit B
                                                                       ---------

                                 Form of Warrant
                                 (see attached)

<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REQUIREMENT UNDER SUCH ACT.

THESE SECURITIES ARE SUBJECT TO CERTAIN PROVISIONS OF A SECURITYHOLDERS
AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS SECURITYHOLDERS ARE PARTY, A
COPY OF WHICH MAY BE INSPECTED BY THE HOLDER AT THE PRINCIPAL OFFICE OF THE
ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE.

                                                               [______] Warrants

                        COMMON STOCK WARRANT CERTIFICATE

                                Aurora Foods Inc.

         THIS CERTIFIES that, for valued received, ___________, or its
registered successors and assigns, is the owner of ______ warrants (the
"Warrants"), each to purchase from Aurora Foods Inc., a Delaware corporation
(herein called the "Company"), at any time or from time to time but in any event
no later than 5:00 p.m., New York time on June 1, 2012 (the "Expiration Date"),
one share of Common Stock, par value $0.01 per share, of the Company at an
initial exercise price per share of $0.01, subject to adjustment from time to
time pursuant to the provisions of Section 3. For purposes of this Warrant
Certificate, the term "Common Shares" shall mean the class of capital stock of
the Company designated Common Stock, par value $0.01, pursuant to the Company's
Certificate of Incorporation, as amended, and any other class of capital stock
of the Company resulting from successive changes or reclassification of the
Common Stock. This Warrant Certificate is issued in connection with the
execution and delivery of the Warrant Issuance Agreement dated as of May 1, 2002
among the Company and the other parties thereto (the "Warrant Issuance
Agreement"), and the number of Warrants evidenced hereby is subject to
adjustment as provided in Section 4 of the Warrant Issuance Agreement.

         1.     Exercise of Warrants. The Warrants evidenced hereby may be
exercised at any time after November 1, 2002 through the Expiration Date by the
registered holder hereof, in whole or in part, by the surrender of this Warrant
Certificate, duly endorsed (unless endorsement is waived by the Company), at the
principal office of the Company (or at such other office or agency of the
Company as it may designate by notice in writing to the registered holder hereof
at such holder's last address appearing on the books of the Company) along with
the duly completed Exercise Form attached hereto as Exhibit A and, other than in
the case of an exercise designated to be a "Cashless Net Exercise" pursuant to
Section 2 below, upon payment of the

<PAGE>

aggregate Exercise Price (as defined below) of the Common Shares purchased;
provided, that in the event of a Change of Control, the Warrants evidenced
hereby shall become immediately exercisable. The certificate(s) for such Common
Shares shall be delivered to the registered holder hereof within a reasonable
time, after Warrants evidenced hereby shall have been so exercised and a new
Warrant Certificate evidencing the number of Warrants, if any, remaining
unexercised shall also be issued to the registered holder within such time
unless such Warrants have expired. No fractional Common Shares of the Company,
or scrips for any such fractional shares, shall be issued upon the exercise of
any Warrants; but the holder hereof shall be entitled to cash equal to such
fraction multiplied by the then fair market value of a Common Share as
determined in good faith by the Board of Directors of the Company.

         2.     Cashless Net Exercise. In the event the current market price
(as determined below) of a Common Share exceeds the Exercise Price on the
business day immediately prior to the exercise of the Warrant, the holder hereof
may elect to exercise the Warrants, in whole or in part, pursuant to this
Section 2 by designating the exercise as a Cashless Net Exercise on the Exercise
Form. If the exercise is designated as a Cashless Net Exercise on the Exercise
Form, then the Company, in accordance with Section 1 hereof, will issue on
exercise of this Warrant, without the payment by the holder hereof of any
additional consideration, a number of Common Shares determined by dividing (i)
the result of the difference between such current market price and the Exercise
Price multiplied by the number of Common Shares into which the Warrants then
being exercised are exercisable, by (ii) the current market price per Common
Share. For the purpose of any computation of current market price under this
Section, the current market price per Common Share at any date shall be the
closing price on the business day immediately prior to the exercise of the
Warrants. The closing price for any day shall be the last reported sale price
or, in case no such reported sale takes place on such day, the average of the
closing bid and asked prices for such day, in each case (1) on the principal
national securities exchange on which the Common Shares are listed or to which
such shares are admitted to trading or (2) if the Common Shares are not listed
or admitted to trading on a national securities exchange, in the
over-the-counter market as reported by Nasdaq or any comparable system or (3) if
the Common Shares are not listed on Nasdaq or a comparable system, as determined
in good faith by the Board of Directors of the Company.

         3.     Adjustment in Exercise Price and Number of Shares. The initial
exercise price of $0.01 per share shall be subject to adjustment from time to
time as hereinafter provided (such price, as last adjusted, being herein called
the "Exercise Price").

                (a)      Subdivision or Combination of Stock; Stock Dividends.
         Upon any subdivision or combination of outstanding Common Shares, and
         upon any dividend or other distribution payable in Common Shares, the
         number of Common Shares subject to purchase hereunder shall be adjusted
         by multiplying the number of Common Shares subject to purchase
         hereunder immediately prior to such event by a fraction, the numerator
         of which is the number of Common Shares outstanding immediately
         subsequent to such event and the denominator of which is the number of
         Common Shares outstanding immediately prior to such event, and the
         Exercise Price shall thereupon be

                                       -2-

<PAGE>

         proportionately decreased or increased so that the total consideration
         payable upon full exercise of this Warrant shall be unchanged, except
         that in no event shall the Exercise Price be reduced below the par
         value per share of the Common Shares.

                (b)      Reorganization, Reclassification, Consolidation,
         Merger. If any capital reorganization, reclassification of the capital
         stock of the Company or consolidation or merger of the Company with
         another corporation shall be effected, then, lawful and adequate
         provision shall be made whereby each holder of Warrants shall
         thereafter have the right to purchase and receive upon the basis and
         upon the terms and conditions herein specified and in lieu of the
         Common Shares immediately theretofore issuable upon exercise of the
         Warrants, such shares of stock, securities or properties (including
         cash paid as partial consideration) (collectively, the "Substitute
         Securities") as may be issuable or payable with respect to or in
         exchange for a number of outstanding Common Shares equal to the number
         of Common Shares issuable upon exercise of the Warrants immediately
         prior to such reorganization, reclassification, consolidation or
         merger, and in any such case, appropriate provision shall be made with
         respect to the rights and interests of each holder of Warrants to the
         end that the provisions hereof shall thereafter be applicable, as
         nearly equivalent as may be practicable in relation to any Substitute
         Securities thereafter deliverable upon the exercise thereof. The above
         provisions of this Subsection 3(b) shall similarly apply to successive
         reorganizations, reclassification, consolidations or mergers.

         4.     Company to Provide Stock. The Company covenants and agrees that
all the Common Shares which may be issued upon the exercise of the Warrants
evidenced hereby upon the due exercise, including exercise pursuant to Section 2
hereof or the receipt by the Company of the aggregate Exercise Price for all
Warrants exercised (in the case of an exercise other than pursuant to Section 2
hereof), will be duly authorized, validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof to the registered holder hereof other than those which the Company
shall promptly pay or discharge.

         5.     Listing of Common Shares.  The Company shall cause all Common
Shares issued upon the exercise of Warrants evidenced hereby to be listed or
otherwise eligible for trading on the New York Stock Exchange or such other
national securities exchange or which constitutes the principal trading U.S.
Market for the Common Shares.

         6.     Periodic Information. The Company will comply with the reporting
requirements of Section 13 and 15(d) of the Securities and Exchange Act of 1934,
as amended, and will comply with all other information reporting requirements of
the Securities and Exchange Commission (the "Commission") (including Rule 144
under the Securities Act of 1933, as amended (the "Securities Act")) from time
to time in effect and relating to the availability of an exemption from the
Securities Act for the sale of any Common Shares issued upon the exercise of
Warrants. The Company will cooperate with each Warrantholder in supplying such
information as may be reasonably necessary for such holder to complete and file
any information reporting forms presently or hereafter required by the
Commission as a condition to the

                                       -3-

<PAGE>

availability of an exemption from the Securities Act for the sale of any Common
Shares issued upon exercise of Warrants. The Company will furnish to each holder
of any Warrants upon request, promptly upon their becoming available, copies of
all financial statements, reports, notices and proxy statements sent or made
available generally by the Company to its stockholders, and copies of all
regular and periodic reports and all registration statements and prospectuses
filed by the Company with any securities exchange or with the Commission.

         7.     Replacement of Warrants. On receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant
Certificate, and in the case of any such loss, theft or destruction of this
Warrant Certificate, on delivery of an indemnity agreement or security
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant Certificate, unless
the Company has received notice that any such Warrant Certificate has been
acquired by a bona fide purchase, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant Certificate of like tenor.

         8.     Registered Holder. Unless the Company is notified in writing
otherwise, the registered holder of this Warrant Certificate shall be deemed the
owner hereof and of the Warrants evidenced hereby for all purposes. The
registered holder of this Warrant Certificate shall not be entitled by virtue of
ownership of this Warrant Certificate to any rights whatsoever as a shareholder
of the Company.

         9.     Amendments and Waivers. Any provision in this Warrant
Certificate to the contrary notwithstanding, changes in or additions to this
Warrant Certificate may be made and compliance with any covenant or provision
herein set forth may be omitted or waived only in accordance with Section 8.2 of
the Warrant Issuance Agreement.

        10.     Transfer. None of this Warrant Certificate and the Warrants
evidenced hereby nor any Common Shares issued or exercise hereof may be sold,
transferred, pledged, hypothecated or otherwise disposed of unless and until:
(i) there is then in effect a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering such proposed disposition and
such disposition is made in accordance with such registration statement and all
applicable state securities laws; or (ii) (A) the transferor shall have notified
the Company of the proposed disposition and shall have furnished the Company
with a statement of the circumstances surrounding the proposed disposition, and
(B) if the proposed transferee is not an affiliate of the transferor, if
reasonably requested by the Company, such transferor shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such securities under the
Securities Act and that all requisite action has been or will, on a timely
basis, be taken under any applicable state securities laws in connection with
such disposition; and (iii) the proposed transferee shall have agreed in writing
to be bound by the terms and provisions of this Section 8. Notwithstanding the
provisions of clauses (i) and (ii) above, no such registration statement or
opinion of counsel shall be necessary for a transfer pursuant to Rule 144(k)
promulgated under the Securities Act.

                                       -4-

<PAGE>

         IN WITNESS WHEREOF, Aurora Foods Inc. has caused this Warrant
Certificate to be signed by a duly authorized officer and this Warrant
Certificate to be dated May 1, 2002.

                                     AURORA FOODS INC.

                                     By:____________________________________

                                     Title:_________________________________

                                       -5-

<PAGE>

EXHIBIT A
                                 Aurora Foods Inc.
                                  EXERCISE FORM

         The undersigned hereby irrevocably elects to exercise ____ [insert
number of warrants surrendering for exercise] of the Warrants for the
acquisition of Common Shares represented by this Warrant Certificate, on the
terms and conditions specified in this Warrant Certificate, surrenders this
Warrant Certificate and directs that the Common Shares deliverable upon the
exercise of such Warrants be registered or placed in the name and at the address
specified below and delivered thereto. The undersigned, by its exercise of the
Warrant, acknowledges, represents to and agrees with the Company as follows: (1)
it understands and acknowledges that the Common Shares issuable upon such
exercise (the "Underlying Shares") have not been registered under the Securities
Act or any other applicable securities law, are being issued in a transaction
not requiring registration under the Securities Act, and may not be offered,
sold or otherwise transferred except in compliance with the registration
requirements of the Securities Act or any other applicable securities law, or
pursuant to an exemption therefrom; (2) it is an "accredited investor" within
the meaning of Rule 501 under the Securities Act; (3) it has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of purchasing any of the Underlying Shares, and it is aware
that it may be required to bear the economic risk of an investment in the
Underlying Shares for an indefinite period of time and is able to bear such risk
for an indefinite period; (4) it acknowledges that neither the Company nor any
person representing the Company has made any representations to it with respect
to the Company or the sale of any Underlying Shares; (5) it has had access to
such financial and other information concerning the Company as it has deemed
necessary in connection with its decision to purchase the Underlying Shares,
including an opportunity to ask questions of and request information from the
Company; and (6) it is purchasing the Underlying Shares for its own account, for
investment, and not with a view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act.

         Please check one:   Cashless Net Exercise____
                        Exercise for Cash ____ (aggregate Exercise Price must be
tendered)

Dated:  _______________,______              _____________________________
                                                   (Signature of Owner)/1/
                                                   _____________________________
                                                   (Street Address)
                                                   _____________________________
                                                   (City) (State) (Zip Code)

-----------------------
         /1/  The signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular.

                                       -6-

<PAGE>

                                                                       Exhibit C
                                                                       ---------

                 Form of Amendment to Securityholders Agreement
                                  (see attached)

<PAGE>

                                    AMENDMENT

                                       TO
                            SECURITYHOLDERS AGREEMENT
                            -------------------------

         This Amendment is made as of this 1st day of May, 2002 by and among
Aurora Foods Inc. (the "Company"), Fenway Partners Capital Fund, L.P., Fenway
Partners Capital Fund II, L.P., FPIP LLC, FPIP Trust, LLC (collectively
"Fenway"), McCown DeLeeuw & Co. III, L.P., McCown DeLeeuw & Co. III (Europe),
L.P., McCown DeLeeuw & Co. III (Asia), L.P., Gamma Fund LLC, McCown DeLeeuw &
Co. IV, L.P., McCown DeLeeuw & Co. IV Associates, L.P., Delta Fund LLC
(collectively, "MDC"), UBS Capital LLC ("UBS") and Gloriande (Luxemberg)
S.A.R.L., an affiliate of Tiger Oats Limited ("Tiger").

         The parties agree as follows:

1.       Securityholders Agreement; Definitions. This Amendment amends the
Securityholders Agreement dated as of April 8, 1998 among the parties named
therein, as amended on June 30, 1999, February 18, 2000, and September 19, 2000
(as in effect prior to giving effect to this Amendment, the "Securityholders
Agreement"). Terms defined in the Securityholders Agreement as amended hereby
(the "Amended Securityholders Agreement") and not otherwise defined herein are
used with the meanings so defined.

2.       Amendment of Section 11.2.  Section 11.2 of the Securityholders
Agreement is hereby amended by changing the following definition to read in its
entirety as follows:

                           "Registrable Securities" shall mean (i) all shares of
                           Common Stock or other securities of the Public
                           Company held by any party hereto as a result of such
                           party's interest in New LLC, MBW LLC or VDK LLC other
                           than Management Securities, (ii) Management
                           Securities, (iii) all shares of Common Stock issuable
                           upon conversion of the Series A Preferred Stock of
                           the Company issued pursuant to the Securities
                           Purchase Agreement dated as of September 8, 2000 by
                           and among the Company and the Purchasers listed on
                           Schedule A thereto (the "Purchasers"), and all shares
                           of Common Stock issuable to the Purchasers upon
                           conversion of the Series A Preferred Stock of the
                           Company issued as dividends to the Purchasers, (iv)
                           all shares of Common Stock issuable upon exercise of
                           the Warrants of the Company issued pursuant to the
                           Warrant Issuance Agreement dated as of May 1, 2002 by
                           and among the Company and the other parties thereto
                           and (v) all shares of Common Stock or other
                           securities directly or indirectly issued or issuable
                           with respect to the securities referred to in clauses
                           (i), (ii), (iii) and (iv) above by way of stock
                           dividend or stock split or in connection with a
                           combination of shares, recapitalization, merger,
                           consolidation, incorporation of a limited liability
                           company or other reorganization, other than
                           securities transferred pursuant

                                      -1-

<PAGE>

                          to Sections 3.2 or 3.3 hereof. As to any particular
                          Registrable Securities, such shares shall cease to be
                          Registrable Securities when (a) a registration
                          statement with respect to the sale of such securities
                          shall have become effective under the Securities Act
                          and such securities shall have been disposed of in
                          accordance with such registration statement, (b) such
                          securities shall have been distributed to the public
                          pursuant to Rule 144 (or any successor provision)
                          under the Securities Act, (c) for purposes of Sections
                          6.1 and 6.2, with respect to any Registrable
                          Securities that any holder and its Affiliates shall
                          otherwise be entitled to include in a registration
                          statement pursuant to Sections 6.1 or 6.2, when such
                          securities may be distributed without volume
                          limitation or other restrictions on transfer under
                          Rule 144 (including without application of paragraphs
                          (c), (e) (f) and (h) of Rule 144), provided that this
                          clause (c) shall have no applicability if such
                          securities represent more than 2% of the outstanding
                          Common Stock of the Public Company, or (d) such
                          securities shall have ceased to be outstanding.

3.       General.  The Amended Securityholders Agreement is hereby confirmed as
         being in full force and effect. This Amendment and the Amended
         Securityholders Agreement constitute the entire understanding of the
         parties with respect to the subject matter hereof and thereof and
         supersede all prior and current understandings and agreements, whether
         written or oral. This Amendment may be executed in any number of
         counterparts, which together shall constitute one instrument, and shall
         bind and inure to the benefit of the parties and their respective
         successors and assigns. This Amendment shall be governed by and
         construed in accordance with the laws (other than the conflict of law
         rules) of the State of Delaware.

                  [Remainder of Page Intentionally Left Blank]

                                       -2-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                                    AURORA FOODS INC.

                                    By:  ___________________________
                                         Name:
                                         Title:

                                    FENWAY PARTNERS CAPITAL FUND, L.P.

                                    By:  Fenway Partners, L.P., its General
                                         Partner

                                         By:  Fenway Partners Management, Inc.
                                              its General Partner
                                    By:  ____________________________
                                         Name:
                                         Title:

                                    By:  ____________________________
                                         Name:
                                         Title:

                                    FPIP LLC

                                    By:  Fenway Partners, Inc., its Manager

                                    By:  _____________________________
                                         Name:
                                         Title:

                                    FPIP TRUST, LLC

                                    By:  Fenway Partners, Inc., its Manager

                                       -3-

<PAGE>

                                    By:  ____________________________
                                         Name:
                                         Title:

                                    FENWAY PARTNERS CAPITAL FUND II, L.P.

                                    By:  Fenway Partners II, L.L.C., its General
                                          Partner

                                    By:  ____________________________
                                         Name:
                                         Title:

                                    By:  ____________________________
                                         Name:
                                         Title:


                                     McCOWN DeLEEUW & CO. III, L.P.

                                     By:  MDC Management Company III, L.P.,
                                          its General Partner

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     McCOWN DeLEEUW & CO. III (Europe), L.P.

                                     By:  MDC Management Company III, L.P.,
                                          its General Partner

                                     By:  ___________________________
                                          Name:
                                          Title:

                                       -4-

<PAGE>

                                     McCOWN DeLEEUW & CO. III (Asia), L.P.

                                     By:  MDC Management Company IIIA, L.P.,
                                          its General Partner

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     GAMMA FUND LLC

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     McCOWN DeLEEUW & CO. IV, L.P.

                                     By:  MDC Management Company IV, L.P.
                                          its General Partner

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     DELTA FUND LLC

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     McCOWN DeLEEUW & CO. IV ASSOCIATES, L.P

                                     By:  ___________________________
                                          Name:
                                          Title:

                                       -5-

<PAGE>

                                     UBS CAPITAL LLC

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     By:  ___________________________
                                          Name:
                                          Title:

                                     GLORIANDE (LUXEMBOURG) S.A.R.L.

                                     By:  ___________________________
                                          Name:
                                          Title:

                                       -6-