<PAGE>   1
                                                                    EXHIBIT 4.15

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE DISTRIBUTED, SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OFFERED UNLESS
  THERE IS IN EFFECT A REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS COVERING
  SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL OR A NO-ACTION
   LETTER FROM THE COMMISSION STATING THAT SUCH DISTRIBUTION, SALE, TRANSFER,
     ASSIGNMENT, HYPOTHECATION OR OFFER IS EXEMPT FROM THE REGISTRATION AND
             PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND LAWS.


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

                          ATLANTIC PREMIUM BRANDS, LTD.
                               WARRANT CERTIFICATE
                    CONTINGENT COMMON STOCK PURCHASE WARRANT
                                       OF
                         BANC ONE CAPITAL PARTNERS, LLC
            --------------------------------------------------------


                           DATED AS OF MARCH 20, 1998






<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>              <C>                                                                                    <C>
SECTION 1.        DEFINITIONS............................................................................3

SECTION 2.        DURATION AND EXERCISE OF CONTINGENT WARRANT............................................3
                  2.1      CONTINGENT WARRANT EXERCISE PRICE.   .........................................3
                  2.2      CONTINGENT WARRANT EXERCISE PERIOD............................................4
                  2.3      MANNER OF EXERCISE.  .........................................................4
                  2.4      WHEN EXERCISE EFFECTIVE.......................................................4
                  2.5      DELIVERY OF STOCK CERTIFICATES, ETC...........................................4

SECTION 3.        ANTIDILUTION ADJUSTMENT................................................................4
                  3.1      NUMBER OF WARRANT SHARES......................................................4
                  3.2      ADJUSTMENT - CAPITAL EVENT....................................................5
                  3.3      ADJUSTMENT - SALE OF COMMON STOCK OR CONVERTIBLE SECURITIES...................5
                  3.4      ADJUSTMENT REORGANIZATION EVENT...............................................6
                  3.5      OTHER EVENT.  ................................................................7

SECTION 4.        RESTRICTIONS ON TRANSFER...............................................................7
                  4.1      RESTRICTIVE LEGENDS...........................................................7
                  4.2      NOTICE OF PROPOSED TRANSFER; OPINION OF COUNSEL...............................8


SECTION 5.        AVAILABILITY OF INFORMATION............................................................8
SECTION 6.        RESERVATION OF STOCK, ETC..............................................................9
SECTION 7.        DUE ORGANIZATION; NO VIOLATION.........................................................9
SECTION 8.        CAPITALIZATION.........................................................................9
SECTION 9.        OWNERSHIP; REGISTRATION OF TRANSFER; EXCHANGE AND SUBSTITUTION OF
                  WARRANT................................................................................9
                  9.1      OWNERSHIP OF WARRANT..........................................................9
                  9.2      REGISTRATION OF TRANSFERS....................................................10
                  9.3      REPLACEMENT OF WARRANT CERTIFICATE...........................................10
                  9.4      EXPENSES.....................................................................10

SECTION 10.       EXCHANGE FOR VOTING STOCK.............................................................10

SECTION 11.       OTHER RIGHTS OF HOLDER................................................................11

SECTION 12.       NO RIGHTS AS STOCKHOLDER..............................................................11

SECTION 13.       MISCELLANEOUS.........................................................................11
</TABLE>


                                        i

<PAGE>   3




                         CONTINGENT WARRANT CERTIFICATE


                                                      Dated as of March 20, 1998

         This certifies that, for value received, BANC ONE CAPITAL PARTNERS, LLC
(the "Holder"), is entitled to purchase from ATLANTIC PREMIUM BRANDS, LTD., a
Delaware corporation (the "Company"), the number of shares of the Nonvoting
Common Stock of the Company specified in Section 3.1, as adjusted as provided
for in Section 3, in the manner and subject to the terms and conditions set
forth herein. The shares of Nonvoting Common Stock of the Company issued or
issuable upon the exercise of this Contingent Warrant are referred to
collectively as the "Warrant Shares" and individually as a "Warrant Share."

         This Contingent Warrant is being issued by the Company pursuant to the
Senior Subordinated Note and Warrant Purchase Agreement dated as of the date
hereof by and between the Company, as seller, and the Holder, as purchaser (the
"Purchase Agreement").

         THIS AGREEMENT IS ONE OF THE "RELATED DOCUMENTS" REFERRED TO IN THE
PURCHASE AGREEMENT, AND CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT
AS PROVIDED IN SECTION 11.14 OF THE PURCHASE AGREEMENT.

         SECTION 1.        DEFINITIONS.

         All capitalized terms not otherwise defined herein shall have the
definitions set forth in the Glossary of Defined Terms attached to the Purchase
Agreement, which definitions are, to the extent applicable, incorporated in this
Contingent Warrant by reference.

         SECTION 2.        DURATION AND EXERCISE OF CONTINGENT WARRANT.

                  2.1      CONTINGENT WARRANT EXERCISE PRICE. The purchase price
per Warrant Share payable by the Holder to the Company upon any exercise of this
Contingent Warrant (the "Warrant Exercise Price") shall be $3.38 per Warrant
Share; provided, however, that:

                           (i)     if the Number of Warrant Shares issuable upon
                                   exercise of this Contingent Warrant is
                                   adjusted as provided for in Section 3, the
                                   Warrant Exercise Price shall be automatically
                                   adjusted such that. the Warrant Exercise
                                   Price as adjusted shall be equal to $3.38 per
                                   Share in effect immediately prior to such
                                   adjustment multiplied by a fraction, (A) the
                                   numerator of which is the original number of
                                   Warrant Shares issuable upon exercise of this
                                   Contingent Warrant as of the date of this
                                   Contingent Warrant Share, and (B) the
                                   denominator

                                        2

<PAGE>   4




                                   of which is the number of Warrant Shares
                                   issuable upon exercise of this Contingent
                                   Warrant as of the date of any such
                                   adjustment;

                           (ii)    In the event that, at any time prior to the
                                   fifth anniversary date of this Contingent
                                   Warrant, the Company issues or sells to any
                                   Person, other than in an Exempt Offering, for
                                   cash or in exchange for property any shares
                                   of Common Stock or any Convertible Securities
                                   at a price per share (or, in the case of
                                   Convertible Securities, at an equivalent
                                   price per share of Common Stock) that is less
                                   than the Warrant Exercise Price then in
                                   effect, the Warrant Exercise Price shall be
                                   automatically adjusted such that the Warrant
                                   Exercise Price as adjusted shall be equal to
                                   the lesser of (A) a fraction (x) the
                                   numerator of which is the sum of (i) the
                                   product of $3.38 and the number of
                                   Outstanding Common Shares outstanding as of
                                   the date hereof, (ii) the aggregate
                                   consideration received by Company from and
                                   after the date hereof from the issuance, sale
                                   or exchange of shares of Common Stock or
                                   Convertible Securities (including the fair
                                   market value of any property received in any
                                   such issuance, sale or exchange as determined
                                   by the Board of Directors of Company in good
                                   faith), and (iii) the minimum consideration
                                   receivable upon the exercise of all
                                   outstanding Convertible Securities issued
                                   after the date hereof, divided by (y) the
                                   number of Outstanding Common Shares
                                   outstanding immediately after such issue,
                                   sale or exchange, and (B) the Warrant
                                   Exercise Price in effect immediately prior to
                                   such issue, sale or exchange.

                  2.2      CONTINGENT WARRANT EXERCISE PERIOD. This Contingent
Warrant shall be exercisable in a single exercise at any time after the earlier
to occur of (i) a Put Trigger Event, and (ii) the fifth anniversary date of this
Contingent Warrant, but on or before the Warrant Expiration Date.

                  2.3      MANNER OF EXERCISE. This Contingent Warrant may be
exercised by the Holder upon surrender of this Contingent Warrant and the Notice
of Exercise attached hereto duly completed and executed on behalf of the Holder,
at the principal office of the Company (or at such other office or agency of the
Company as it may designate by Notice to the Holder at the address of the Holder
appearing on the books of the Company), upon payment of the Warrant Exercise
Price by wire transfer or delivery of a certified or cashier's check to the
Company.

         The Holder may, in lieu of paying the Warrant Exercise Price by wire
transfer or delivery of a certified or cashier's check to the Company, reduce
the unpaid principal amount of the Note by an amount equal to the funds which
would otherwise have been delivered; provided that the Holder

                                        3

<PAGE>   5




shall not pay the Warrant Exercise Price through a reduction in the unpaid
principal amount of the Note if such reduction would result in a breach or
violation of the provisions of Applicable Law, its Charter Documents, the Senior
Loan Agreement or the Intercreditor Agreement (or any replacements or
refinancings thereof). The Holder shall execute and deliver to the Company such
documents as the Company or its counsel may reasonably request to effect any
reduction of the unpaid principal amount of the Note pursuant to the foregoing
sentence.

                  2.4      WHEN EXERCISE EFFECTIVE. The exercise of this
Contingent Warrant shall be deemed to have been effected immediately prior to
the close of business on the Business Day on which this Contingent Warrant and
the Notice of Exercise shall have been surrendered and the Company receives (i)
payment of the Warrant Exercise Price, or (ii) the documents effecting the
reduction of the unpaid principal amount of the Note, as provided in Section
2.3; and immediately prior to the close of business on such Business Day the
Holder shall be deemed to have become the holder of record of the Warrant
Shares.

                  2.5      DELIVERY OF STOCK CERTIFICATES, ETC. As soon as
practicable after the exercise of this Contingent Warrant, and in any event
within five (5) Business Days thereafter, the Company will cause to be issued in
the name of and delivered to the Holder a certificate or certificates for the
number of Warrant Shares to which the Holder shall be entitled upon such
exercise, rounded up to the nearest whole share. The Company will pay any taxes
that may be payable in respect of (i) the issuance of Warrant Shares, or (ii)
the issuance of a new Contingent Warrant if this Contingent Warrant is exercised
as to fewer than all the Warrant Shares to which it relates. The Company will
not, however, be required to pay any transfer tax payable because Warrant Shares
or a new Contingent Warrant are to be registered in a name other than that of
the Holder, and the Company will not be required to issue any Warrant Shares or
to issue a new Contingent Warrant registered in a name other than that of the
Holder until (x) the Company receives either (A) evidence that any applicable
transfer taxes have been paid, or (B) funds with which to pay those taxes; or
(y) it has been established to the Company's satisfaction that no such tax is
due.

         SECTION 3.        ANTIDILUTION ADJUSTMENT.

                  3.1      NUMBER OF WARRANT SHARES. The number of Warrant
Shares that may be purchased by the Holder upon exercise of this Contingent
Warrant is contingent upon the Equity Valuation of the Company determined as of
the fifth anniversary date of this Contingent Warrant (or, if such date is
earlier, the date upon which this Warrant first becomes exercisable). Such
number of Warrant Shares shall be equal to the number of Warrant Shares set
opposite Equity Valuation of the Company as of such date in the following table;
provided, however, that such number of Warrant Shares is subject to adjustment
as provided for in this Section 3:



                                        4

<PAGE>   6



<TABLE>
<CAPTION>
                     EQUITY VALUATION                                       WARRANT SHARES
                 <S>                                                       <C>
                   $69,000,000 or less                                           428,753
                69,000,001 to $74,000,000                                        378,948
                $74,000,001 to $80,000,000                                       281,018
                $80,000,001 to $90,000,000                                       185,264
               $90,000,001 to $100,000,000                                        91,614
                 $100,000,001 or greater                                               0
</TABLE>


         As used in this Section, the term "Equity Valuation" is defined in the
Glossary of Defined Terms.

                  3.2      ADJUSTMENT - CAPITAL EVENT. In the event that the
Company (i) declares a dividend or makes a distribution with respect to
outstanding shares of its Capital Stock of the Company, which dividend or
distribution is paid entirely or in part in shares of Common Stock or
Convertible Securities, or (ii) subdivides, combines or reclassifies outstanding
shares of its Common Stock or Convertible Securities, the number of Warrant
Shares shall be adjusted immediately after the applicable record date with
respect to such event. The adjusted number of Warrant Shares shall be a number
equal to the number of Warrant Shares issuable upon exercise of this Contingent
Warrant immediately prior to such event multiplied by a fraction (i) the
numerator of which is the number of Fully Diluted Common Shares immediately
after such event, and (ii) the denominator of which is the number of Fully
Diluted Common Shares outstanding immediately prior to such event. Any such
adjustment shall be rounded down to the nearest whole share.

                  3.3      ADJUSTMENT REORGANIZATION EVENT. In the event of (i)
any capital reorganization or reclassification or recapitalization of any shares
of Capital Stock of the Company (other than an event described in Section 3.2),
(ii) any merger or consolidation of the Company with or into any other Person in
which the Company is not the surviving entity, or which effects a
reclassification or recapitalization of any Shares of Capital Stock of the
Company, or (iii) the sale, exchange or transfer of the property of the Company
to any other Person as an entirety or substantially as an entirety, there shall
thereafter be issuable upon the exercise of this Contingent Warrant (in lieu of
the Warrant Shares), as appropriate, the number of shares of stock, other
securities or property to which the Holder of the number of shares of Common
Stock equal to the Number of Warrant Shares then issuable upon the exercise of
this Warrant at the date of such event would have been entitled to as a result
of such event.


                                        5

<PAGE>   7




         Prior to and as a condition of the consummation of any such event, the
Company shall cause effective provisions to be made to effect the purposes of
this Section 3.3.

                  3.4      OTHER EVENT. In case any event shall occur as to
which the other provisions of this Section 3 are not strictly applicable but the
failure to make any adjustment would not fairly protect the purchase rights
represented by this Contingent Warrant in accordance with the essential intent
and principles hereof, then the Holder may request in writing within one hundred
twenty (120) days after the occurrence of such event that the Company examine
the propriety of an adjustment to the number of Warrant Shares. Unless the
Company and the Holder shall have mutually agreed upon an adjustment, or that no
adjustment is required, within thirty (30) days after the receipt of such
request, the Company shall appoint a firm of independent certified public
accountants of recognized national standing (which may be the regularly engaged
accountants of the Company), to give an opinion upon the adjustment, if any, on
a basis consistent with the essential intent and principles established in this
Section 3, necessary to preserve the purchase rights represented by this
Contingent Warrant. Upon receipt of such opinion, the Company will promptly mail
a copy thereof to the Holder and shall make the adjustments described therein.
If such opinion states that no such adjustment is necessary, the Holder shall
reimburse the Company for one-half of the cost and expense of such opinion.

         SECTION 4.        RESTRICTIONS ON TRANSFER.

                  4.1      RESTRICTIVE LEGENDS. Except as otherwise permitted by
this Section 4, this Contingent Warrant, each Contingent Warrant issued in
exchange or substitution for this Contingent Warrant, each Contingent Warrant
issued upon the registration of Transfer of this Contingent Warrant, each
certificate representing the Warrant Shares and each certificate issued upon the
registration of Transfer of any Warrant Shares, shall be stamped or otherwise
imprinted with a legend in substantially the following form:

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE, AND MAY NOT BE DISTRIBUTED, SOLD, TRANSFERRED, ASSIGNED,
         HYPOTHECATED OR OFFERED UNLESS THERE IS IN EFFECT A REGISTRATION
         STATEMENT UNDER SUCH ACT AND LAWS COVERING SUCH SECURITIES OR THE
         ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         ISSUER OR A NO-ACTION LETTER FROM THE COMMISSION STATING THAT SUCH
         DISTRIBUTION, SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OFFER IS
         EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
         SUCH ACT AND LAWS."


                                        6

<PAGE>   8




                  4.2      NOTICE OF PROPOSED TRANSFER; OPINION OF COUNSEL.
Prior to any Transfer of any Restricted Securities, the Holder will give Notice
to the Company of the Holder's intention to effect such Transfer. Each such
Notice of a proposed Transfer (a) shall describe the manner and circumstances of
the proposed Transfer in sufficient detail to enable counsel to render the
opinion referred to below, and (b) shall designate counsel for the Holder. The
Holder will submit a copy of such Notice to the counsel designated in such
Notice and the Company will promptly submit a copy of the Notice to its counsel.
The following provisions shall then apply:

                           (i)     if in the opinion of counsel to the Company
                                   the proposed Transfer may be effected without
                                   registration of such Restricted Securities
                                   under the Securities Act, the Company will
                                   promptly notify the Holder and the Holder
                                   shall thereupon be entitled to Transfer such
                                   Restricted Securities in accordance with the
                                   terms of the Notice delivered by the Holder
                                   to the Company. Each Warrant or certificate
                                   for Warrant Shares, if any, issued upon or in
                                   connection with such Transfer shall bear the
                                   applicable restrictive legend set forth
                                   above, unless in the opinion of such counsel,
                                   such legend is no longer required to ensure
                                   compliance with the Securities Act. If for
                                   any reason, counsel for the Company (after
                                   having been furnished with the information
                                   required by this Section 4.2) shall fail to
                                   deliver an opinion to the Company, or the
                                   Company shall fail to notify the Holder as
                                   aforesaid, within thirty (30) days after
                                   receipt of Notice of the Holder's intention
                                   to effect a Transfer, then for all purposes
                                   of this Contingent Warrant, the opinion of
                                   counsel for the Holder shall be sufficient to
                                   authorize the proposed Transfer and the
                                   opinion of counsel for the Company shall not
                                   be required in connection with such proposed
                                   Transfer; and

                           (ii)    if, in the opinion of counsel to the Company,
                                   the proposed Transfer may not be effected
                                   without registration of such Restricted
                                   Securities under the Securities Act, the
                                   Company will promptly so notify the Holder
                                   and the Holder shall not be entitled to
                                   Transfer such Restricted Securities until
                                   receipt of a further Notice from the Company
                                   under clause (i) above or until registration
                                   of such Restricted Securities under the
                                   Securities Act has become effective.

         SECTION 5.        AVAILABILITY OF INFORMATION.

         To the extent they are applicable to the Company, the Company will
comply with the reporting requirements of Sections 13 and 15(d) of the
Securities Exchange Act and all other public information reporting requirements
of the Commission (including the requirements of Rule 144

                                        7

<PAGE>   9




promulgated by the Commission under the Securities Act) from time to time in
effect. Subject to the terms and conditions of the Registration Rights
Agreement, the Company will cooperate with the Holder at the Holder's expense to
complete and file any information reporting forms presently or hereafter
required by the Commission as a condition to the availability of an exemption
from the Securities Act for the Transfer of any Restricted Securities or the
Transfer of Restricted Securities by affiliates of the Company.

         SECTION 6.        RESERVATION OF STOCK, ETC.

         The Company shall, not later than June 30, 1999, cause a sufficient
number of shares of Nonvoting Common Stock to permit the full exercise of this
Warrant to be authorized and will, thereafter, at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Contingent
Warrant and free from preemptive rights, a sufficient number of shares of
Nonvoting Common Stock to cover the Warrant Shares issuable or exchangeable upon
the exercise of this Contingent Warrant. All such shares shall be duly
authorized and, when issued upon such exercise and receipt of the Warrant
Exercise Price, shall be validly issued, fully paid and non-assessable;
provided, however, that in the event (and, until such time as) the Company fails
to cause such a sufficient number of shares of Nonvoting Common Stock to be
authorized, this Warrant shall be deemed to be exercisable to purchase an
equivalent number of shares of Voting Common Stock).

         SECTION 7.        DUE ORGANIZATION; NO VIOLATION.

         The Company shall at all times prior to the Warrant Expiration Date
remain a corporation duly organized, validly existing and in good standing under
the laws of the state of its incorporation. The Company shall comply in all
material respects with (i) any Applicable Law and (ii) its Charter Documents;
provided, however, that the Company may exercise in good faith its right to
protest and actively pursue the same diligently and by appropriate proceedings.

         SECTION 8.        CAPITALIZATION.

         The Company represents and warrants that its authorized Capital Stock
as of March 19, 1998, consists solely of (i) 30,000,000 shares of Common Stock,
of which 7,400,174 shares are issued and outstanding and 2,345,700 shares are
reserved for issuance, and (ii) 5,000,000 shares of Preferred Stock, $.01 par
value, of which no shares are issued and outstanding and that it has no other
Capital Stock authorized, issued or outstanding.


                                        8

<PAGE>   10





         SECTION 9.        OWNERSHIP; REGISTRATION OF TRANSFER; EXCHANGE AND
                           SUBSTITUTION OF WARRANT.

                  9.1      OWNERSHIP OF WARRANT. Until due presentment for
Transfer, the Company may treat the Person in whose name this Contingent Warrant
is registered on the register kept at the Company's principal office as the
owner and holder hereof for all purposes, notwithstanding any Notice to the
contrary, provided that when this Contingent Warrant has been properly
Transferred, the Company shall treat such transferee as the owner of this
Contingent Warrant for all purposes, notwithstanding any Notice to the contrary.
Subject to the foregoing provisions and to Section 4, this Contingent Warrant,
if properly Transferred, may be exercised by the transferee without first having
a new Warrant issued.

                  9.2      REGISTRATION OF TRANSFERS. Subject to Section 4
hereof, the Company shall register the Transfer of this Contingent Warrant
permitted under the terms hereof upon records to be maintained by the Company
for that purpose upon surrender of this Contingent Warrant to the Company at the
Company's principal office, together with the Form of Assignment attached hereto
duly completed and executed. Upon any such registration of Transfer, a new
Warrant in substantially the form of this Contingent Warrant, shall be issued to
the transferee.

                  9.3      REPLACEMENT OF WARRANT CERTIFICATE. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Contingent Warrant and of an indemnification reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender of this Contingent for cancellation at the Company's principal office,
the Company at its expense will promptly execute and deliver, in lieu thereof, a
new Warrant of like tenor.

                  9.4      EXPENSES. The Company will pay all expenses, Taxes
(other than transfer and income Taxes) and other charges in connection with the
preparation, issuance and delivery from time to time of this Contingent Warrant
or the Warrant Shares.

         SECTION 10.       EXCHANGE FOR VOTING STOCK.

         The Company shall, upon the written request of Holder, issue and
exchange shares of Voting Stock on a share-for-share basis for any Nonvoting
Stock issued upon the exercise of this Contingent Warrant to the extent that the
Holder:

                           (i)     sells such Warrant Shares pursuant to a
                                   registration statement under the Securities
                                   Act, provided that such offering is
                                   underwritten on a firm commitment basis or
                                   otherwise provides for a widely dispersed
                                   distribution of the shares;

                                        9

<PAGE>   11





                           (ii)    sells such Warrant Shares in a private
                                   placement pursuant to Rule 144 or Rule 144A
                                   promulgated under the Securities Act,
                                   provided that no purchaser or related group
                                   of purchasers acquires more than 2% of the
                                   outstanding shares of Voting Stock;

                           (iii)   sells such Warrant Shares as part of a direct
                                   sale, together with other shareholders of the
                                   Company, to a third party that is not related
                                   to or affiliated with the Holder, provided
                                   that pursuant to such sale the purchaser
                                   acquires at least a majority of the
                                   outstanding Voting Stock without regard to
                                   any shares purchased from the Holder; or

                           (iv)    does not own or have the right to receive
                                   upon exercise of the Warrant or otherwise,
                                   more than 4.9% of the Voting Stock that would
                                   be outstanding after such exchange.

         SECTION 11.       OTHER RIGHTS OF HOLDER.

         The Shares shall be subject to the terms and conditions of the Put
Option Agreement, the Shareholders' Agreement, the Preemption Agreement and the
Registration Rights Agreement.

         SECTION 12.       NO RIGHTS AS STOCKHOLDER.

         Nothing contained in this Contingent Warrant shall be construed as
conferring upon the Holder any rights as a stockholder of the Company prior to
the exercise hereof or as imposing any obligation on the Holder to purchase any
Capital Stock of the Company.

         SECTION 13.       MISCELLANEOUS.

         The provisions of Section 11 of the Purchase Agreement are applicable
to this Agreement and are incorporated by reference in this Agreement.


                                           ATLANTIC PREMIUM BRANDS, LTD.


                                           By: /s/ Merrick M. Elfman
                                              -----------------------------
                                               MERRICK M. ELFMAN, Chairman


                                       10

<PAGE>   12




                               NOTICE OF EXERCISE


         The undersigned hereby elects to exercise the Warrant evidenced by this
Warrant Certificate, and to purchase the Warrant Shares issuable hereunder and
herewith makes payment in full therefor [by delivery of a certified or official
bank check payable to the order of the Company in the amount of the Warrant
Exercise Price] [by agreeing hereby to reduce the outstanding principal balance
of the Company's Note payable to the undersigned by the amount of the Warrant
Exercise Price] and requests that certificates for such Warrant Shares be issued
in the name of and delivered to:

Name:
Social Security or Employer Identification Number:
Address:
Deliver to:
Address:

         If the number of Warrant Shares as to which the Warrant is being
exercised are fewer than all the Warrant Shares to which the Warrant relates,
please issue a new Warrant for the balance of such Warrant Shares registered in
the name of the undersigned and deliver it to the undersigned at the following
address:

Address:

                                Name of
                                Holder (Print):
                                               -----------------------------

                                Dated:
                                      --------------------------------------

                                By:
                                   -----------------------------------------

                                Name:
                                     ---------------------------------------

                                Title:
                                      -------------------------------------




                                       11

<PAGE>   13




Signature Guarantee

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


By:
   ----------------------------

Name:
     --------------------------

Title:
      -------------------------


NOTE:          The signature of this Notice of Exercise must correspond exactly
               with the name of the Holder as specified on the face of this
               Warrant Certificate.

               The signature to this Notice of Exercise must be guaranteed by a
               commercial bank or trust company in the United States or a member
               firm of the New York Stock Exchange.



                                       12

<PAGE>   14



                               FORM OF ASSIGNMENT


         FOR VALUED RECEIVED, __________________ hereby sells, assigns and
transfers to ___________________ all of the rights of the undersigned in and to
this Contingent Warrant in and to the foregoing Warrant Certificate and the
shares of Common Stock issuable upon exercise of said Contingent Warrant.




                                Name of
                                Holder (Print):
                                               -----------------------------

                                Dated:
                                      --------------------------------------

                                By:
                                   -----------------------------------------

                                Name:
                                     ---------------------------------------

                                Title:
                                      -------------------------------------













                                       13