<PAGE>

                                                                    EXHIBIT 4.19

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.
                              AMENDED AND RESTATED
                               WARRANT CERTIFICATE
                    CONTINGENT COMMON STOCK PURCHASE WARRANT
                                       OF
                         BANC ONE CAPITAL PARTNERS, LLC

                                   ----------

                          Dated as of February 1, 2002

CONTINGENT WARRANT EXECUTION COPY
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                                                                                                 <C>
Section 1.  Definitions..........................................................................      1

Section 2.  Duration and Exercise of Contingent Warrant..........................................      2
            2.1      Contingent Warrant Exercise Price...........................................      2
            2.2      Contingent Warrant Exercise Period..........................................      2
            2.3      Manner of Exercise..........................................................      2
            2.4      When Exercise Effective.....................................................      3
            2.5      Delivery of Stock Certificates, etc.........................................      3

Section 3.  Antidilution Adjustment..............................................................      3
            3.1      Number of Warrant Shares....................................................      3
            3.2      Adjustment - Capital Event..................................................      4
            3.3      Adjustment Reorganization Event.............................................      4
            3.4      Other Event.................................................................      4

Section 4.  Restrictions on Transfer.............................................................      5
            4.1      Restrictive Legends.........................................................      5
            4.2      Notice of Proposed Transfer; Opinion of Counsel.............................      5

Section 5.  Availability of Information..........................................................      6

Section 6.  Reservation of Stock, Etc............................................................      6

Section 7.  Due Organization; No Violation.......................................................      7

Section 8.  Capitalization.......................................................................      7

Section 9.  Ownership; Registration of Transfer; Exchange and Substitution of Warrant............      7
            9.1      Ownership of Warrant........................................................      7
            9.2      Registration of Transfers...................................................      7
            9.3      Replacement of Warrant Certificate..........................................      7
            9.4      Expenses....................................................................      7

Section 10. Exchange for Voting Stock............................................................      8

Section 11. Other Rights of Holder...............................................................      8

Section 12. No Rights as Stockholder.............................................................      8

Section 13. Miscellaneous........................................................................      8

Section 14. Amendments...........................................................................      9
</TABLE>


CONTINGENT WARRANT EXECUTION COPY      i
<PAGE>
                              AMENDED AND RESTATED
                         CONTINGENT WARRANT CERTIFICATE

                                                    Dated as of February 1, 2002

      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 Amended and Restated Contingent Warrant (this "Warrant" or this
"Contingent Warrant") is being issued by the Company in replacement of the
Contingent Warrant dated as of April 13, 2002 (the "Former Contingent Warrant")
which was issued by the Company in partial replacement of the contingent warrant
(the "Old Contingent Warrant") issued pursuant to the Senior Subordinated Note
and Warrant Purchase Agreement dated as of March 20, 1998 by and between the
Company, as seller, and the Holder, as purchaser (as amended, the "Purchase
Agreement"). Contemporaneously with the issuance of the Former Contingent
Warrant, the Company also issued, in partial replacement of the Old Contingent
Warrant, a contingent warrant to purchase up to 42,875 shares of its Nonvoting
Common Stock in the name of Sterling BOCP, LLC (the "Sterling Contingent
Warrant," and the current and any futures holder(s) of the Sterling Contingent
Warrant shall be referred to as the "Sterling Holder"). The issuance of the
Former Contingent Warrant and the Sterling Contingent Warrant together fully
replaced the Old Contingent Warrant and upon their issuance the Old Contingent
Warrant was cancelled. The issuance of this Contingent Warrant fully replaces
the Former Contingent Warrant and upon its issuance the Former Contingent
Warrant shall be cancelled, and the Holder shall immediately surrender the
Former Warrant to the Company.

      THIS AGREEMENT, AS A COMPLETE REPLACEMENT OF THE FORMER CONTINGENT
WARRANT, 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.

      For purposes of this Warrant, the term "Warrant Expiration Date" means
that date which is earliest to occur of (i) the date on which a Qualified Public
Offering is completed, (ii) the date on which a Disposition or Non-Surviving
Combination is consummated, (iii) the seventh anniversary of the Closing Date,
or (iv) the date on which the Note (as defined in Section 2.3 below) is prepaid
in full, provided that such prepayment is made on or prior to September 30,
2002.

CONTINGENT WARRANT EXECUTION COPY
<PAGE>
      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 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 the Closing Date, 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 the Closing Date, 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


CONTINGENT WARRANT EXECUTION COPY      2
<PAGE>
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 Amended and Substituted Senior Subordinated
Note due March 31, 2005 in the principal amount of $5,850,000 payable to the
Holder (the "Note") by an amount equal to the funds which would otherwise have
been delivered; provided that the Holder 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 Share 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 the Closing Date (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:


CONTINGENT WARRANT EXECUTION COPY      3
<PAGE>
<TABLE>
<CAPTION>
                  EQUITY VALUATION               WARRANT SHARES
<S>                                              <C>
                $69,000,000 or less                  385,878

             $69,000,001 to $74,000,000              341,053

             $74,000,001 to $80,000,000              252,916

             $80,000,001 to $90,000,000              166,738

            $90,000,001 to $100,000,000               82,453

              $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 a 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.

      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


CONTINGENT WARRANT EXECUTION COPY      4
<PAGE>
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, the Holder and the Sterling 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."

      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


CONTINGENT WARRANT EXECUTION COPY      5
<PAGE>
                  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 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 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.


CONTINGENT WARRANT EXECUTION COPY      6
<PAGE>
      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.

      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 Warrant or 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.


CONTINGENT WARRANT EXECUTION COPY      7
<PAGE>
      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 a shares;

            (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, as each may be amended from time to time.

      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 (other than Section 11.2(a)) of the Purchase
Agreement are applicable to this Agreement and are incorporated by reference in
this Agreement; however, if there is a conflict between such provisions of
Section 11 of the Purchase Agreement and this Contingent Warrant, the terms of
this Contingent Warrant shall control.


CONTINGENT WARRANT EXECUTION COPY      8
<PAGE>
      SECTION 14. AMENDMENTS.

      This Contingent Warrant shall be amended, modified or restated, in whole
or in part, only by an express written agreement executed and delivered by the
Company and the Holder. The Company and the Holder acknowledge that the Sterling
Holder shall have the right, in its sole discretion, to have the changes made to
this Contingent Warrant made to the Sterling Contingent Warrant.


CONTINGENT WARRANT EXECUTION COPY      9
<PAGE>
                     [SIGNATURE PAGE TO CONTINGENT WARRANT]

                                        ATLANTIC PREMIUM BRANDS, LTD.


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

CONTINGENT WARRANT EXECUTION COPY
<PAGE>
                               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:          _______________________

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.

CONTINGENT WARRANT EXECUTION COPY
<PAGE>
                               FORM OF ASSIGNMENT

      FOR VALUE 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:             _______________________

                                         Title:          _______________________

CONTINGENT WARRANT EXECUTION COPY