<PAGE>

                                                                    EXHIBIT 4.17

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
                          COMMON STOCK PURCHASE WARRANT
                                       OF
                         BANC ONE CAPITAL PARTNERS, LLC

                                   ----------

                          DATED AS OF FEBRUARY 1, 2002

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                                TABLE OF CONTENTS

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

Section 2.  Duration and Exercise of Warrant .............................................     2
            2.1       Warrant Exercise Price .............................................     2
            2.2       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 ......................................................     4
            3.1       Number of Warrant Shares ...........................................     4
            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 ...............................................     6

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 ....................................................     7

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

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

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

Section 14. Amendments ...................................................................     8
</TABLE>

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<PAGE>
                              AMENDED AND RESTATED
                               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") 600,252 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 Amended and Restated Warrant (this "Warrant") is being issued by the
Company in replacement of the Warrant dated as of April 13, 2001 (the "Former
Warrant") which was issued by the Company in partial replacement of the warrant
(the "Old 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"), and
cannot be sold, assigned or otherwise transferred except as provided in Section
11.14 of the Purchase Agreement. Contemporaneously with the issuance of the
Former Warrant, the Company also issued, in partial replacement of the Old
Warrant, a warrant to purchase 66,695 shares of its Nonvoting Common Stock in
the name of Sterling BOCP, LLC (the "Sterling Warrant," and the current and any
future holder(s) of the Sterling Warrant shall be referred to as the "Sterling
Holder"). The issuance of the Former Warrant and the Sterling Warrant together
fully replaced the Old Warrant and upon their issuance the Old Warrant was
cancelled. The issuance of this Warrant fully replaces the Former Warrant and
upon its issuance the Former 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 WARRANT, 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.

      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.

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      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:

                  (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 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


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<PAGE>
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. 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 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 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 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 issue 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 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.


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<PAGE>
      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 600,252; 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 an 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, 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 Warrant. Upon
receipt of such opinion, the Company will promptly mail a copy thereof to the
Holder and shall make the


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<PAGE>
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
                        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


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<PAGE>
                        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 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 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 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.


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<PAGE>
      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 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.

            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;


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<PAGE>
                  (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 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, as each may be amended from time to time.

      SECTION 12. NO RIGHTS AS STOCKHOLDER.

      Nothing contained in this Warrant shall 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 Warrant, the terms of this Warrant
shall control.

      SECTION 14. AMENDMENTS.

      This Warrant may 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 any changes made to this
Warrant made to the Sterling Warrant.


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<PAGE>
                           [SIGNATURE PAGE TO WARRANT]

                                        ATLANTIC PREMIUM BRANDS, LTD.


                                        By: /s/ Merrick M. Elfman
                                            ------------------------------------
                                            Name: Merrick M. Elfman
                                            Its: Chairman

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<PAGE>
                               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 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.

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<PAGE>
                               FORM OF ASSIGNMENT

      FOR VALUE 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: ___________________________________
                                         Title: ________________________________