Exhibit 10.3

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  SECURITIES  LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL  REASONABLY   SATISFACTORY  TO  QUALITY  FOOD  BRANDS,  INC.  THAT  SUCH
REGISTRATION IS NOT REQUIRED.

  Right to Purchase up to 15%, on a fully diluted basis as determined below, of
                       outstanding Shares of Common Stock
                                       of
                            Quality Food Brands, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                   Issue Date: May 18, 2007

QUALITY FOOD BRANDS,  INC., a corporation  organized under the laws of the State
of Nevada, hereby certifies that, for value received,  LAURUS MASTER FUND, LTD.,
or assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase  from the Company (as defined  herein) from and after the Issue Date of
this Warrant and at any time or from time to time  before,  up to that number of
fully paid and  nonassessable  shares of Common Stock (as hereinafter  defined),
$0.001 par value per share,  equal to 15% of the shares of capital  stock of the
Company outstanding at the time of exercise, calculated on a fully diluted basis
(subject to adjustment as set forth  therein) at the  applicable  Exercise Price
per share (as defined below).  The number and character of such shares of Common
Stock and the  applicable  Exercise Price per share are subject to adjustment as
provided herein.

As used herein the following terms, unless the context otherwise requires,  have
the following respective meanings:

(a)  The  term  "Company"  shall  include  Quality  Food  Brands,  Inc.  and any
corporation  which shall  succeed,  or assume the  obligations  of, Quality Food
Brands, Inc. hereunder.

(b) The term "Common Stock" includes (i) the Company's  Common Stock,  par value
$0.001 per share;  and (ii) any other  securities into which or for which any of
the securities described in (i) may be converted or exchanged pursuant to a plan
of recapitalization, reorganization, merger, sale of assets or otherwise.

(c) The term "Other  Securities"  refers to any stock (other than Common  Stock)
and other securities of the Company or any other person (corporate or otherwise)
which the holder of the Warrant at any time shall be  entitled  to  receive,  or
shall have received,  on the exercise of the Warrant,  in lieu of or in addition
to Common  Stock,  or which at any time  shall be  issuable  or shall  have been
issued in exchange for or in  replacement  of Common  Stock or Other  Securities
pursuant to Section 4 or otherwise.

<PAGE>

(d) The "Exercise Price" applicable under this Warrant shall be $0.01 per share.

1. Exercise of Warrant.

1.1 Number of Shares  Issuable  upon  Exercise.  From and after the date  hereof
through and  including  the  Expiration  Date,  the Holder  shall be entitled to
receive,  upon  exercise of this Warrant in whole or in part,  by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

1.2 Fair Market Value. For purposes  hereof,  the "Fair Market Value" of a share
of Common Stock as of a particular date (the "Determination Date") shall mean:

(a) If the Company's  Common Stock is traded on the American  Stock  Exchange or
another national exchange or is quoted on the National or SmallCap Market of The
Nasdaq  Stock  Market,  Inc.  ("Nasdaq"),  then the  closing or last sale price,
respectively,  reported for the last  business  day  immediately  preceding  the
Determination Date.

(b) If the Company's  Common Stock is not traded on the American  Stock Exchange
or  another  national  exchange  or on the  Nasdaq but is traded on the NASD OTC
Bulletin Board, then the mean of the average of the closing bid and asked prices
reported for the last business day immediately preceding the Determination Date.

(c) Except as provided in clause (d) below, if the Company's Common Stock is not
publicly  traded,  then as the Holder and the Company agree or in the absence of
agreement  by  arbitration  in  accordance  with the rules then in effect of the
American Arbitration Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided.

(d) If the  Determination  Date is the  date of a  liquidation,  dissolution  or
winding up, or any event deemed to be a  liquidation,  dissolution or winding up
pursuant to the Company's  charter,  then all amounts to be payable per share to
holders  of the  Common  Stock  pursuant  to the  charter  in the  event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter,  assuming
for the  purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of the Warrant are outstanding at the Determination Date.

1.3 Company Acknowledgment. The Company will, at the time of the exercise of the
Warrant,  upon the  request  of the holder  hereof  acknowledge  in writing  its
continuing  obligation  to afford to such holder any rights to which such holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this  Warrant.  If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.


<PAGE>

1.4 Trustee for Warrant Holders. In the event that a bank or trust company shall
have been  appointed  as trustee  for the  holders of the  Warrant  pursuant  to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter  described) and shall accept, in its own name
for the  account of the  Company  or such  successor  person as may be  entitled
thereto, all amounts otherwise payable to the Company or such successor,  as the
case may be, on exercise of this Warrant pursuant to this Section 1.

2. Procedure for Exercise.

2.1 Delivery of Stock Certificates,  Etc., on Exercise.  The Company agrees that
the shares of Common Stock  purchased  upon  exercise of this  Warrant  shall be
deemed to be issued to the Holder as the record  owner of such  shares as of the
close of business on the date on which this Warrant shall have been  surrendered
and payment made for such shares in accordance herewith.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
three (3) business days  thereafter,  the Company at its expense  (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and  delivered to the Holder,  or as such Holder (upon payment by such Holder
of any  applicable  transfer  taxes) may direct in  compliance  with  applicable
securities  laws,  a  certificate  or  certificates  for the  number of duly and
validly issued,  fully paid and  nonassessable  shares of Common Stock (or Other
Securities)  to which such Holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share, together with any other stock or other securities and property (including
cash,  where  applicable)  to which such Holder is entitled  upon such  exercise
pursuant to Section 1 or otherwise.

2.2 Exercise. Payment may be made either (i) in cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise  Price,  (ii) by delivery  of the  Warrant,  or shares of Common  Stock
and/or Common Stock  receivable  upon exercise of the Warrant in accordance with
Section (b) below,  or (iii) by a combination  of any of the foregoing  methods,
for the  number of Common  Shares  specified  in such  Exercise  Notice (as such
exercise  number shall be adjusted to reflect any adjustment in the total number
of shares of Common Stock  issuable to the Holder per the terms of this Warrant)
and the  Holder  shall  thereupon  be  entitled  to  receive  the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock
(or  Other  Securities)  determined  as  provided  herein.  Notwithstanding  any
provisions  herein to the  contrary,  if the Fair  Market  Value of one share of
Common Stock is greater than the Exercise  Price (at the date of  calculation as
set forth below),  in lieu of exercising  this Warrant for cash,  the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion  thereof  being  exercised)  by surrender of this Warrant at the
principal  office of the Company  together with the properly  endorsed  Exercise
Notice in which event the  Company  shall issue to the Holder a number of shares
of Common Stock computed using the following formula:


<PAGE>

         X=Y            (A-B)
                       ---------
                       ---------
                          A

         Where X =    the  number of shares of Common  Stock to be issued to the
                      Holder

         Y =          the number of shares of Common Stock purchasable under the
                      Warrant  or, if only a  portion  of the  Warrant  is being
                      exercised,  the portion of the Warrant being exercised (at
                      the date of such calculation)

         A =          the Fair Market Value of one share of the Company's Common
                      Stock (at the date of such calculation)

         B =          Exercise   Price  (as   adjusted   to  the  date  of  such
                      calculation)

3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or from time
to time, the Company shall (a) effect a reorganization,  (b) consolidate with or
merge into any other  person,  or (c) transfer all or  substantially  all of its
properties  or  assets  to any  other  person  under  any  plan  or  arrangement
contemplating  the  dissolution  of the Company,  then,  in each such case, as a
condition  to the  consummation  of  such a  transaction,  proper  and  adequate
provision  shall be made by the Company  whereby the Holder of this Warrant,  on
the exercise hereof as provided in Section 1 at any time after the  consummation
of such  reorganization,  consolidation  or merger or the effective date of such
dissolution,  as the case may be, shall receive, in lieu of the Common Stock (or
Other  Securities)  issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property  (including cash) to
which  such  Holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment thereafter as provided in Section 4.

3.2  Dissolution.  In the event of any dissolution of the Company  following the
transfer of all or substantially  all of its properties or assets,  the Company,
concurrently with any distributions  made to holders of its Common Stock,  shall
at its  expense  deliver  or cause to be  delivered  to the Holder the stock and
other securities and property  (including cash, where applicable)  receivable by
the Holder of the Warrant  pursuant to Section  3.1,  or, if the Holder shall so
instruct the  Company,  to a bank or trust  company  specified by the Holder and
having its  principal  office in New York,  NY as trustee  for the Holder of the
Warrant (the "Trustee").


<PAGE>

3.3 Continuation of Terms.  Upon any  reorganization,  consolidation,  merger or
transfer  (and any  dissolution  following  any  transfer)  referred  to in this
Section 3, this  Warrant  shall  continue in full force and effect and the terms
hereof  shall be  applicable  to the  shares of stock and other  securities  and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

4.  Extraordinary  Events  Regarding Common Stock. In the event that the Company
shall (a) issue  additional  shares of the Common  Stock as a dividend  or other
distribution  on outstanding  Common Stock or any preferred  stock issued by the
Company,  (b) subdivide its  outstanding  shares of Common Stock, or (c) combine
its  outstanding  shares of the Common Stock into a smaller  number of shares of
the Common Stock (each of the preceding clauses (a) through (c),  inclusive,  an
"Event"),  then,  in each such event,  the number of shares of Common Stock that
the Holder shall thereafter, on the exercise hereof as provided in Section 1, be
entitled to receive  shall be increased or decreased to a number  determined  by
multiplying the number of shares of Common Stock that would,  immediately  prior
to such Event,  be issuable  upon the  exercise of this Warrant by a fraction of
which (a) the numerator is the number of issued and outstanding shares of Common
Stock  immediately  after such Event,  and (b) the  denominator is the number of
issued and outstanding shares of Common Stock immediately prior to such Event.

5. Certificate as to Adjustments. In each case of any adjustment or readjustment
in the shares of Common Stock (or Other Securities)  issuable on the exercise of
the Warrant,  the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance  with the terms of the Warrant and prepare a  certificate  setting
forth such adjustment or readjustment and showing in detail the facts upon which
such  adjustment  or  readjustment  is based,  including a statement  of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities)  issued or sold or deemed to have been issued
or sold,  (b) the  number  of shares  of  Common  Stock  (or  Other  Securities)
outstanding  or deemed to be  outstanding,  and (c) the  Exercise  Price and the
number of shares of Common Stock to be received  upon  exercise of this Warrant,
in effect  immediately  prior to such adjustment or readjustment and as adjusted
or  readjusted as provided in this Warrant.  The Company will  forthwith  mail a
copy of each such certificate to the holder of the Warrant and any Warrant agent
of the Company (appointed pursuant to Section 11 hereof).


<PAGE>

6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will
at all times reserve from its authorized but unissued shares and keep available,
solely for  issuance  and  delivery on the  exercise of the  Warrant,  shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant.

7.  Assignment;  Exchange  of Warrant.  Subject to  compliance  with  applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the registration requirements of applicable securities laws, and payment by
the Transferor of any applicable transfer taxes) will issue and deliver to or on
the order of the Transferor  thereof a new Warrant of like tenor, in the name of
the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss,  theft,  destruction  or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant,  on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the  Company  or,  in  the  case  of  any  such  mutilation,  on  surrender  and
cancellation  of this  Warrant,  the  Company at its  expense  will  execute and
deliver, in lieu thereof, a new Warrant of like tenor.

9. [Intentionally Omitted].

10. Maximum  Exercise.  The Holder shall not be entitled to exercise any portion
of this Warrant on any  exercise  date in excess of that portion of this Warrant
upon  exercise  of which the sum of (i) the  number  of  shares of Common  Stock
beneficially  owned by the Holder and its  affiliates on an exercise  date,  and
(ii) the number of shares of Common  Stock  issuable  upon the  exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise  date,  would result in  beneficial  ownership by the Holder and its
affiliates of more than 9.99% of the  outstanding  shares of Common Stock of the
Company  on such  date.  For the  purposes  of the  proviso  to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note (as defined below).

<PAGE>

11. Warrant Agent.  The Company may, by written notice to the each Holder of the
Warrant,  appoint an agent for the  purpose of  issuing  Common  Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

12.  Transfer on the Company's  Books.  Until this Warrant is transferred on the
books of the Company,  the Company may treat the registered holder hereof as the
absolute  owner  hereof  for all  purposes,  notwithstanding  any  notice to the
contrary.

13. Notices,  Etc. All notices and other  communications from the Company to the
Holder of this Warrant  shall be mailed by first class  registered  or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such Holder or, until any such Holder  furnishes to the Company an
address, then to, and at the address of, the last Holder of this Warrant who has
so furnished an address to the Company.

14.  Further  Exercise  Limitation;   Cancellation.   Notwithstanding   anything
contained herein to the contrary,  the Holder shall not be entitled  pursuant to
the terms of this Warrant to exercise  any portion of this Warrant  prior to 115
day  anniversary  of the Issue  Date (such  period,  the  "Restricted  Period").
Furthermore,  in the event that on or prior to the  expiration of the Restricted
Period, the Milfam Investment (as defined in the Purchase  Agreement) shall have
occurred, this Warrant shall be cancelled and be of no further force or effect.

15.  Miscellaneous.  This  Warrant and any term  hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant shall be governed by and construed in accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York;  provided,  however,  that the Holder may choose to waive
this  provision  and  bring  an  action  outside  the  state  of New  York.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any  provision  hereof shall in no way affect the validity,
enforceability or meaning of any other provision.  The Company acknowledges that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]

<PAGE>

IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date first
written above.

                              QUALITY FOOD BRANDS, INC.

WITNESS:
                              By:
                                        ------------------------------
                                        ------------------------------
                              Name:
                                        ------------------------------
                                        ------------------------------
                              Title:
-----------------------                 ------------------------------



<PAGE>


                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)


TO: Quality Food Brands, Inc.



Attention: Chief Financial Officer

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

________ shares of the Common Stock covered by such Warrant; or

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

the maximum number of shares of Common Stock covered by such Warrant pursuant to
the cashless exercise procedure set forth in Section 2.

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


The  undersigned  herewith  makes  payment of the full  Exercise  Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

$__________ in lawful money of the United States; and/or

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

the cancellation of such portion of the attached Warrant as is exercisable for a
total of _______  shares of Common  Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or
------------
------------


the  cancellation  of such number of shares of Common Stock as is necessary,  in
accordance  with the formula set forth in Section 2.2, to exercise  this Warrant
with  respect  to the  maximum  number of shares  of  Common  Stock  purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

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



The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to  ______________________________________________  whose
address                                                                       is
___________________________________________________________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:
             --------------------------------------------------------------
             --------------------------------------------------------------
             (Signature must conform to name of holder as specified on
             the face of the Warrant)

                    Address:
                           ------------------------------------------------
                           ------------------------------------------------

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

<PAGE>

                                       B-1
                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

For value received,  the undersigned hereby sells,  assigns,  and transfers unto
the person(s) named below under the heading  "Transferees" the right represented
by the within the Warrant to  purchase  the  percentage  and number of shares of
Common Stock of Quality Food Brands,  Inc., a Nevada corporation  (together with
any  successor  or other  entity  that  assumes  the  obligations  thereof,  the
"Company")  into  which the  within  the  Warrant  relates  specified  under the
headings  "Percentage  Transferred"  and  "Number  Transferred,"   respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer  its  respective  right on the books of the Company  with full power of
substitution in the premises.

                                         Percentage               Number
Transferees          Address           Transferred            Transferred


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


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


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


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


Dated:
             -----------    ---------------------------------------------------
                            ---------------------------------------------------
                            (Signature must conform to name of holder as
                            specified on the face of the Warrant)

                            Address:
                                    --------------------------------------------
                                    --------------------------------------------

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


                            SIGNED IN THE PRESENCE OF:


                            ---------------------------------------------------
                            ---------------------------------------------------
                                                                    (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]



-------------------------------------------------------
-------------------------------------------------------
                        (Name)