<PAGE>   1
                                                                   EXHIBIT 4.14

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
                          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............................................................................2

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

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

SECTION 4.        RESTRICTIONS ON TRANSFER...............................................................6
                  4.1      RESTRICTIVE LEGENDS...........................................................6
                  4.2      NOTICE OF PROPOSED TRANSFER; OPINION OF COUNSEL...............................6

SECTION 5.        AVAILABILITY OF INFORMATION............................................................7
SECTION 6.        RESERVATION OF STOCK, ETC..............................................................8
SECTION 7.        DUE ORGANIZATION; NO VIOLATION.........................................................8
SECTION 8.        CAPITALIZATION.........................................................................8

SECTION 9.        OWNERSHIP; REGISTRATION OF TRANSFER; EXCHANGE AND SUBSTITUTION OF
                  WARRANT................................................................................8
                  9.1      OWNERSHIP OF WARRANT..........................................................8
                  9.2      REGISTRATION OF TRANSFERS.....................................................8
                  9.3      REPLACEMENT OF WARRANT CERTIFICATE............................................9
                  9.4      EXPENSES......................................................................9

SECTION 10.       EXCHANGE FOR VOTING STOCK..............................................................9
SECTION 11.       OTHER RIGHTS OF HOLDER.................................................................9
SECTION 12.       NO RIGHTS AS STOCKHOLDER..............................................................10
SECTION 13.       MISCELLANEOUS.........................................................................10
</TABLE>











                                      1
<PAGE>   3



                               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"), 666,947 shares of the Nonvoting Common
Stock of the Company, 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 Warrant are referred to collectively as the "Warrant Shares" and
individually as a "Warrant Share."


         This 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"), and cannot be sold, assigned or otherwise transferred except as
provided in Section 11.14 of the Purchase Agreement.

         THIS AGREEMENT IS ONE OF THE "RELATED DOCUMENTS" REFERRED TO IN 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
Warrant by reference.

         SECTION 2.        DURATION AND EXERCISE OF WARRANT.

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


                                        2

<PAGE>   4





                           (i)     if the number of Warrant Shares issuable upon
                                   exercise of this 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
                                   multiplied by a fraction, (A) the numerator
                                   of which is the original number of Warrant
                                   Shares issuable upon exercise of this Warrant
                                   as of the date of this Warrant, and (B) the
                                   denominator of which is the number of Warrant
                                   Shares issuable upon exercise of this 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 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 Atlantic 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 Atlantic 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      WARRANT EXERCISE PERIOD. This Warrant shall be
exercisable in a single exercise at any time after the date hereof but on or
before the Warrant Expiration Date; provided, however, that, in the event the
Holder elects to participate in a Purchase Offer pursuant to the terms of the
Shareholders Agreement, the Holder may exercise this Warrant in part to the
extent of the Holder's participation in such Purchase Offer in the manner
provided for in Section 2.3.

                  2.3      MANNER OF EXERCISE. This Warrant may be exercised by
the Holder upon surrender of this Warrant and the Notice of Exercise attached
hereto duly completed and executed

                                        3

<PAGE>   5




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. In the event of the partial
exercise of this Warrant as provided for in Section 2.2, (i) the Holder shall
indicate the number of Warrant Shares subject to such Purchase Offer, (ii) the
Warrant Exercise Price with respect to the Warrant Shares issued upon such
partial exercise shall be the Warrant Exercise Price in effect as of the date of
such partial exercise; and (iii) the Company shall reissue to the Holder in
exchange for this Warrant a new Warrant in a form identical to this Warrant,
except that the number of Warrant Shares issuable upon exercise of this Warrant
shall be appropriately adjusted to give effect to such partial exercise.

         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 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 Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this 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 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
Warrant if this 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 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 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.

                                        4

<PAGE>   6





         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 Warrant is
666,947; provided, however, that such number of shares is subject to adjustment
as provided for in this Section 3.

                  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 issuable upon exercise of this Warrant shall be adjusted immediately
after such event as follows. The adjusted number of Warrant Shares shall be a
number equal to the number of Warrant Shares issuable upon exercise of this
Warrant immediately prior to such record date multiplied by a fraction (i) the
numerator of which is the number of Fully Diluted Common Shares outstanding
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 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
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 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,

                                        5

<PAGE>   7




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 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 Warrant, each Warrant issued in exchange or substitution
for this Warrant, each Warrant issued upon the registration of Transfer of this
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

                                        6

<PAGE>   8




                                   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
                                   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 set forth in 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 Warrant
and free from preemptive rights, a sufficient number of shares of Nonvoting

                                        7

<PAGE>   9




Common Stock to cover the Warrant Shares issuable or exchangeable upon the
exercise of this 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 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 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 Warrant has been properly Transferred, the Company shall
treat such transferee as the owner of this Warrant for all purposes,
notwithstanding any Notice to the contrary. Subject to the foregoing provisions
and to Section 4, this 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, the
Company shall register the Transfer of this Warrant permitted under the terms
hereof upon records to be maintained by the Company for that purpose upon
surrender of this 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 Warrant, shall be issued to the transferee.


                                        8

<PAGE>   10




                  9.3      REPLACEMENT OF WARRANT CERTIFICATE. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and of an indemnification reasonably satisfactory
to the Company, or, in the case of any such mutilation, upon surrender of this
Warrant 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 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 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;

                           (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.


                                        9

<PAGE>   11




         SECTION 11.       OTHER RIGHTS OF HOLDER.

         The Warrant 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 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
                                                   --------------------------
                                                     Its:  Chairman


                                       10

<PAGE>   12




                               NOTICE OF EXERCISE


         The undersigned hereby elects to exercise the Warrant evidenced by this
Warrant Certificate, and to purchase [_______ of] 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 delivered 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 Warrant in and to the foregoing Warrant Certificate and the shares of
Common Stock issuable upon exercise of said Warrant.



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

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

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





















                                       13