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                             STOCK PURCHASE WARRANT




                        FIFTY THOUSAND (50,000) WARRANTS
                           TO PURCHASE COMMON STOCK OF
                               JAVA CENTRALE, INC.




     THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California 
corporation (the "Company") has, effective as of the execution date indicated 
below, authorized the issuance to ALTA PETROLEUM, INC., a California 
corporation, ("API"), of rights to purchase (the "Warrants") an aggregate of 
Fifty Thousand (50,000) fully-paid and non-assessable shares of the no par 
value Common Stock of the Company (the "Warrant Shares"), on the basis of one 
Share for each Warrant, exercisable at any time prior to 5:00 PM, California 
time, on June 30, 2000 (the "Expiration Time"), at the principal office of the 
Company, on payment of the price per Share specified in Section 2 of this 
Warrant and subject to the terms and conditions governing this Warrant 
hereinafter expressed.


     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 API 50,000 fully-paid and nonassessable Warrants.


     This Warrant is nontransferable, shall be subject to all of the terms 
hereof as set forth below, and shall become void, and terminate and lapse, at 
the Expiration Time, after which this 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 October 21, 1996.


                                   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)  API shall be initially entitled to receive, upon exercise 
hereof, up to Fifty Thousand (50,000) 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, 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 any remaining unexercised Warrants may be exercised. By 
way of example only, if the Company should undergo a one-for-two reverse stock 
split of its outstanding shares of Common Stock prior to the exercise of any 
such warrants, the number of shares for which the Warrants may be exercised 
would thereupon decrease to 25,000 shares.

          (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.

          (a)  The Exercise Price for the Warrant Shares shall be equal to the 
lowest closing sale price recorded on the National Association of Securities 
Dealers, Inc. Automated Quotation System, Small-Cap Market, for the Company's 
Common Stock on any trading day which falls (i) at least one (1) business day, 
prior to the date on which notice of exercise of such Warrants is sent to the 
Company as provided in Section 3, below, and (ii) between July 10, 1996 and 
April 30, 1997.

          (b)  Subject to all of the other terms of this Warrant,  API may 
purchase any or all of the Warrant Shares at any time during the term of this 
Warrant; PROVIDED, HOWEVER, that any subsequent fluctuation in the closing 
sales prices of the Company's Common Stock shall not affect any prior sale or 
sales.


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     3.   METHOD OF EXERCISE.   API 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 API 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 API the number of shares of 
Common Stock subscribed for, and API 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 is not and shall not be 
transferrable, and any attempt to sell, assign, transfer, hypothecate, or 
otherwise convey or encumber any interest herein shall be void. The Company 
shall have no obligation to recognize, give effect to, or cause to be 
reflected on the official records of the Company any sale, assignment, 
transfer, hypothecation, or other conveyance or encumbrance of this Warrant, 
or any interest herein, or any attempted exercise, division, or subdivision of 
this Warrant, in violation of any provision hereof.

     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

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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.   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 October 21, 1996


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
October 21, 1996 (the "Warrant"), which Warrant is attached to this Subscription
Form, the undersigned Artistic License, Inc. hereby subscribes for _____ whole
shares of the Company's no par value Common Stock, at a price of $______ per
share 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:     Artistic License, Inc.

     Full Address:  _______________________________________________
                    _______________________________________________
                    _______________________________________________

Number of Shares for Which Subscribed:  ___________________________

DATED: _____________

                                   ARTISTIC LICENSE, INC.

                                   By:__________________________
                                      __________________________
                                      Its_______________________



                        (IMPORTANT: SEE NOTE ON REVERSE)

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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 30, 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 AGREEMENT.  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 Artistic License,
Inc. will thereupon become a shareholder 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.