Exhibit
      4.9

    


    
      	
              NUMBER

              W-

            	
              WARRANTS
                

            
	
              [SYMBOL]

            	 


    

    


    THIS
      WARRANT WILL BE VOID

    IF
      REDEEMED OR NOT

    EXERCISED
      PRIOR TO

    5:00 P.M.
      NEW YORK CITY TIME

    ON         ,
      2012

    


    PACIFIC
      RESTAURANT HOLDINGS, INC.

    


    CUSIP
       

    


    WARRANT

    


    THIS
      CERTIFIES THAT, for value received JESUP
      & LAMONT SECURITIES CORPORATION
      is the
      registered holder of a Warrant or Warrants expiring     , 2012 or earlier
      upon redemption (the "Warrant") to purchase one fully paid and non-assessable
      share of Common Stock, par value $0.001 per share ("Shares"), of Pacific
      Restaurant Holdings, Inc., a Delaware corporation (the "Company"), for each
      Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder
      thereof to purchase from the Company such number of Shares of the Company at
      the
      price of $7.20 per share (the “Warrant Price”), upon surrender of this Warrant
      Certificate accompanied by the annexed duly executed exercise form and payment
      of the Warrant Price at the office or agency of American
      Stock Transfer & Trust Company (the
      "Warrant Agreement") (such
      payment to be made by check made payable to the Warrant Agent), but only subject
      to the conditions set forth herein and in the Warrant Agreement between the
      Company and the
      Warrant Agent,
      and
      only if (i)
      at
      the time a holder seeks to exercise this warrant, a registration statement
      is
      effective with respect to the Common Stock underlying the Warrants and (ii)
      the
      Common Stock has been registered or qualified or deemed to be exempt under
      the
      securities laws of the state of residence of the holder of the
      Warrants.

    


    The
      Warrant Agreement provides that upon the occurrence of certain events, the
      Warrant Price and the number of Shares purchasable hereunder, set forth on
      the
      face hereof, may, subject to certain conditions, be adjusted.

    


    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up or down
      to the nearest whole number the number of Shares to be issued to such
      holder.

    


    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

    


    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    


    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder and for all other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    


    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

    


    The
      Company reserves the right to redeem the Warrant, in whole but not in part,
      at
      any time prior to its exercise, with a notice of redemption in writing to the
      holders of record of the Warrant, giving 30 days' notice of such redemption
      at any time after the Warrant becomes exercisable if the last sale price of
      the
      Shares has been at least $10.80 per share on each of 20 consecutive trading
      days
      within any 30 trading day period ending on the third business day prior to
      the
      30-day notice of such redemption is given. The redemption price of the Warrants
      is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back
      to
      the Company by the end of the date specified in the notice of redemption shall
      be canceled on the books of the Company and have no further value except for
      the
      $0.01 redemption price.

     

    
      	By:	PACIFIC RESTAURANTS HOLDINGS,
              INC.	 	 
	 	 	 	 
	By:	                                                          	By:	                                                         
              
	 	
              President
                

            	 	
              Secretary

            
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXERCISE
      FORM

    


    Form
      to
      be used to exercise Warrant:

    


    Pacific
      Restaurant Holdings, Inc.

    804
      Pier
      View Way, Suite 208

    Oceanside,
      California 92054

    


    Date:
      __________, 20__

    


    The
      undersigned hereby elects irrevocably to exercise all of the within Warrants
      and
      to purchase shares of Common Stock of Pacific Restaurant Holdings, Inc. and
      hereby makes payment of $_______ (at the rate of $7.20 per share of Common
      Stock) in payment of the Warrant Price pursuant thereto. Please issue the Common
      Stock as to which the within Warrants are exercised in accordance with the
      instructions given below.

     

    


    
      	 	
              Signature
                ________________________________

            
	 	
              Signature
                Guaranteed

            


    

    


    
      	
              INSTRUCTIONS
                FOR REGISTRATION OF SECURITIES

            
	
              Name
                

            	
               

               

              (Print
                in Block Letters)

            	 
	
              Address
                

            	 	 
	 	 
	
              Social
                Security or Tax Identification Number

            	 
	 	 


    

    
 

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
      OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    


    For
      Value
      Received,______________ hereby sell, assign, and transfer unto 

    


    ____________________________________________________________

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

    


    ____________________________________________________________

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    
      	
              and
                be delivered to 

            	 
	 	
               

               

              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

     

    of
      the
      Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint Attorney to transfer this Warrant Certificate on the
      books of the Company, with full power of substitution in the
      premises.

    


    
      	
              Dated:
                

            	 	
              ______________________________________

            
	 	 	
              (SIGNATURE)

            


    

    


    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE.