
<PAGE>   1
                                                                EXHIBIT 4.9

                                WARRANT AGREEMENT


                        WARRANT AGREEMENT dated as of June   1997 between 
                   Capital Beverage Corporation, a Delaware corporation, having
                   its principal place of business at 1111 East Tremont
                   Avenue, Bronx, New York 10460 (the "Company") and Continental
                   Stock Transfer and Trust Company, as Warrant Agent, having
                   its principal place of business at 2 Broadway, New York, New
                   York 10004 (the "Warrant Agent")


                                   WITNESSETH:


                        WHEREAS, the Company proposes to issue and sell to the
                   public 800,000 Units (each Unit consisting of one share (1)
                   of Common Stock, $.001 par value (the "Shares") and one half
                   (1/2) Class A Redeemable Common Stock Purchase Warrant (the
                   "Warrants"). Each one-half (1/2) Class A Warrant may only be
                   exercised in combination with another one-half (1/2) Class A
                   Warrant. Each whole Class A Warrant will entitle the holder
                   to purchase one (1) share of Common Stock, to be evidenced by
                   certificates substantially in the form of Exhibit A annexed
                   hereto (the "Warrant Certificate"), and entitling the
                   registered holder thereof to purchase one share of Common
                   Stock; and

                        WHEREAS, the Warrants will have an exercise price of
                   $6.25 per share of Common Stock, subject to certain
                   adjustments (the "Warrant Price") , will be exercisable
                   commencing one (1) year after the date of the prospectus
                   (the "Effective Date") and expiring at the close of business
                   on the last day of the four (4) year period following the
                   Effective Date (the "Last Exercise Date");

                        WHEREAS, the Company desires the Warrant Agent to act on
                   behalf of the Company, and the Warrant Agent is willing so to
                   act in connection with the issuance, registration, transfer,
                   exchange and replacement of the Warrant Certificates and
                   exercise of the Warrants; and

                        WHEREAS, the Company and the Warrant Agent desire to set
                   forth in this Agreement the terms and conditions upon which
                   the Warrant Certificates shall be issued, transferred,
                   exchanged and placed and the Warrants exercised, and to
                   provide for the rights of the holders of the Warrants;
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                         NOW, THEREFORE, in consideration of the foregoing and
                    other good and valuable consideration, the receipt of which
                    is hereby acknowledged, and the respective undertakings
                    herein below set forth, the Company and the Warrant Agent
                    agree as follows:

                                         ARTICLE I

                            ISSUANCE AND EXECUTION OF WARRANTS

                       SECTION 1.01 - The Company hereby appoints the Warrant
                   Agent to act on behalf of the Company in accordance with the
                   terms and conditions herein set forth, and the Warrant Agent
                   hereby accepts such appointment and agrees to perform the
                   same in accordance with such provisions.

                     SECTION 1.02. The Warrant Certificates for the Warrants
                   shall be issued in registered form only. The text of the
                   Warrant Certificate including the form of assignment and
                   subscription to printed on the reverse side thereof shall be
                   substantially in the form of Exhibit A annexed hereto, which
                   text is hereby incorporated in this Agreement by reference as
                   though fully set forth herein and to whose terms and
                   conditions the Company and the Warrant Agent hereby agree.
                   Each Warrant Certificate shall evidence the right, subject to
                   the provisions of this Agreement and of such Warrant
                   Certificate, to purchase the number of validly issued, fully
                   paid and non-assessable shares of Common Stock, as that term
                   is defined in Section 1.05 of this Agreement, stated therein,
                   free of preemptive rights, subject to adjustment as provided
                   in Article III of this Agreement.

                     SECTION 1.03. Upon the written order of the Company, signed
                   by the President or any Vice President, and the Secretary,
                   Treasurer, Assistant Secretary or Assistant Treasurer of the
                   Company, the Warrant Agent shall issue and register Warrants
                   in the names and denominations specified in that order, and
                   will countersign and deliver Warrant Certificates evidencing
                   the same in accordance with that order. Each Warrant
                   Certificate shall be dated the date of its countersignature.
                   Each Warrant Certificate all be executed on behalf of the
                   Company by the manual or facsimile signature of the President
                   of the Company, under its corporate seal, affixed or
                   facsimile, attested by the manual or facsimile signature of
                   the Secretary of the Company and shall be countersigned
                   manually by the
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                 Warrant Agent. The Warrant Certificates shall not be valid for
                 any purpose unless so countersigned. In case any officer whose
                 facsimile signature has been placed upon any Warrant
                 Certificate shall have ceased to be such before such Warrant
                 Certificate is issued, it may be issued with the same effect as
                 if such officer had not ceased to be such on the date of
                 issuance,

                    SECTION 1.04. Except as otherwise expressly stated herein,
                 all terms used in this Agreement have the meanings provided in
                 the Warrant Certificate.

                    SECTION 1.05. The term "Common Stock" shall mean the
                 aggregate number of shares that the Company, by its Certificate
                 of Incorporation, as from time to time amended, is authorized
                 to issue, which are not limited to a fixed sum or percentage of
                 the book value in respect of the rights of the holders thereof
                 to participate in dividends or in distribution of assets upon
                 the voluntary or involuntary liquidation, dissolution, or
                 winding up the Company.

                                             ARTICLE II

                      WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS,
                         CALL OF WARRANTS AND TRADING OF WARRANT

                    SECTION 2.01. (1) Each whole Warrant shall entitle the
                 person in whose name at the time the Warrant shall be
                 registered upon the books to be maintained by the Warrant Agent
                 for that purpose (the "Warrant Holder") subject to the
                 provisions of the Warrant Certificates and of this Agreement,
                 to purchase from the Company at any time after its date of
                 issuance and on or after the Effective Date but at or before
                 the Last Exercise Date, the number of shares of Common Stock
                 stated therein, as adjusted, at the Warrant Price in effect at
                 such date, payable in full at the time of purchase in the
                 manner provided in Section 2.02 of this Agreement.

                                (2) Each Warrant shall be exercisable in
                 accordance with the terms herein and in the Warrant Certificate
                 which among other offerings contains certain terms as to the
                 Warrant Price.

                    SECTION 2.02. (1) The Warrant Holder may only exercise a
                 Warrant, in whole but not in part, (each one-half (1/2) Class A
                 Warrant may only be exercised in combination with another
                 one-half (1/2) Class A Warrant), to be able
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                  to surrender of the Warrant Certificate, with the form of
                  subscription thereon duly executed by the Warrant Agent at its
                  corporate office, together with the Warrant Price for each
                  share of Common Stock to be purchased in lawful money of the
                  United States, or by certified check, bank draft, or postal or
                  express money order payable in United States Dollars to the
                  order of the Company.

                        (2) Upon receipt of a Warrant Certificate with the form
                  of election to purchase thereon duly executed and accompanied
                  by payment of the aggregate Warrant Price for the shares of
                  Common Stock for which the Warrant is then being exercised the
                  Warrant Agent shall requisition from the transfer agent
                  certificates for the total number of the shares of Common
                  Stock, as defined in Section 1.05 of this Agreement, for which
                  the Warrant is being exercised in such names and denominations
                  as are required for delivery to the Warrant Holder, and the
                  Warrant Agent shall thereupon deliver such certificates to or
                  in accordance with the instructions of the Warrant Holder. The
                  Company covenants and agrees that it has duly authorized and
                  directed its transfer agent (and will authorize and direct all
                  its future transfer agents) to comply with all such requests
                  of the Warrant Agent.

                        (3) In case any Warrant Holder shall exercise his
                  Warrant with respect to less than all of the shares of Common
                  Stock that may be purchased under the Warrant, a new Warrant
                  Certificate for be balance shall be countersigned and
                  delivered to or upon the order of the Warrant Holder.

                        (4) The Company covenants and agrees that it will pay
                  when due and make payable any and all taxes which may be
                  payable in respect to the issuance of Warrants, or the
                  issuance of any shares of Common Stack upon the exercise of
                  warrants. However, neither the Company nor the Warrant Agent
                  shall be required to issue or deliver any Warrant Certificate
                  or shares of Common Stock in a name other than that of the
                  Warrant Holder at the time of surrender if any tax is payable
                  in respect of such transfer until the person requesting the
                  same has paid to the Company the amount of such tax or has
                  established to the Company's satisfaction that such tax has
                  been paid. In the event that any transfer tax is due and
                  payable, the Warrant Agent shall be under no obligation to
                  issue or deliver any Warrant Certificate or shares of Common
                  Stock in a name other than that of the Warrant Holder until
                  the Company has notified the Warrant Agent that the transfer
                  tax if any, has been paid, or in the alternative, that no
                  transfer tax is due and payable by reason of an exemption.
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                          (5) The Warrant Agent shall account promptly to the
                   Company with respect to Warrants exercised and concurrently
                   account to the Company for all moneys received by the Warrant
                   Agent for the purchase of shares of Common Stock upon the
                   exercise of Warrants.

                          (6) The Warrant Agent covenants and agrees that upon
                   the exercise of any of the Warrants, the Warrant Agent shall
                   provide written notice to the Company and to R. D. White and
                   Company, Inc. (the "Underwriter") at its offices, the expense
                   of which notice shall be borne by the Company. Each notice
                   shall contain the name of the exercising Warrant Holder, the
                   number of shares of Common Stock that the Warrant Holder has
                   elected to purchase, the purchase price paid on a per share
                   basis and the cumulative number of Warrants exercised by all
                   of the Warrant Holders as of the date of the transaction
                   which is the subject of the aforesaid notice. Such notice
                   shall be made on the date of the exercise of the Warrant.
                   Nothing contained herein shall be construed so as to prevent
                   the Warrant Agent from providing the information required in
                   this Section 2.02(6) in a consolidated or tabular form,
                   provided that all other provisions of this Section are
                   complied with.

                          (7) The Warrant Agent covenants and agrees that it
                   shall provide a list of each and every holder of the Warrants
                   to the Company and the Underwriter at such time or from time
                   to time as shall be required by the Company or the
                   Underwriter, but in no event shall such a list be provided
                   less frequently than once per annum at a date as shall be
                   determined by the Company.

                      SECTION 2.03. The Company may, subject to the conditions
                   set forth herein, redeem all, but not less than all, the
                   Warrants then outstanding at a redemption price of $.001 per
                   Warrant provided (i) notice of not less than forty five (45)
                   days is given (ii) the closing bid quotation of the Common
                   Stock of the Company has been at least One Hundred Sixty
                   Percent (160%) of the then exercise price of the Warrants on
                   all twenty (20) days of the trading days ending prior to the
                   day that notice is given; and (iii) holders of the Warrants
                   shall have had exercise rights until the close of business on
                   the date fixed for redemption. Notice will be effective upon
                   mailing and the time of mailing is the "Effective Date of The
                   Notice". The Notice will state a redemption date not less
                   than forty five (45) days from the Effective Date of the
                   Notice (the "Redemption Date"). No Notice shall be mailed
                   unless all funds necessary to pay for redemption of all
                   Warrants then outstanding shall have first been set aside by
                   the Company in trust with the
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                   Warrant Agent for the benefit of all Warrant Holders so as to
                   be and continue to be available therefor. The redemption
                   price to be paid to the Warrant Holders will be 6.25 for each
                   share of Common Stock of the Company to which the Warrant
                   Holder would then be entitled upon exercise of the Warrant
                   being redeemed, as adjusted from time to time as provided
                   herein (the "Redemption Price"). In the event the number of
                   shares of Common Stock issuable upon exercise of the Warrant
                   being redeemed are adjusted pursuant to Article II hereof,
                   then upon each such adjustment the Redemption Price will be
                   adjusted by multiplying the Redemption Price in effect
                   immediately prior to such adjustment by a fraction, the
                   numerator of which is the number of shares of Common Stock
                   issuable upon exercise of the Warrant being redeemed
                   immediately prior to such adjustment and the denominator of
                   which is the number of shares of Common Stock issuable upon
                   exercise of such Warrant being redeemed immediately after
                   such adjustment. The Warrants may only be redeemed if the
                   Company has in effect a current Registration Statement or
                   post-effective amendment covering the shares underlying the
                   Warrants. The Warrant Holders may exercise their Warrants
                   between the Effective Date of The Notice and the Redemption
                   Date, such exercise being effective if done in accordance
                   with Section 2.02(l), and if the Warrant Certificate, with
                   form of election to purchase duly executed and the Warrant
                   Price, as applicable for such Warrant subject to redemption
                   far each share of Common Stock to be purchased is actually
                   received by the Warrant Agent at its office located at 2
                   Broadway, New York, New York 10005, no later than 5:00 P.M.
                   New York Time on the Redemption Date.

                          If any Warrant Holder does not wish to exercise any
                   Warrant being redeemed, he should mail such Warrant to the
                   Warrant Agent at its office located at 2 Broadway, New York,
                   New York 10005 after receiving the notice of redemption
                   required by this Section. If such notice of redemption shall
                   have been so mailed, and if on or before the Effective Date
                   of the Notice all funds necessary to pay for redemption of
                   all Warrants then outstanding shall have been set aside by
                   the Company in trust with the Warrant Agent for the benefit
                   of all Warrant Holders so as to be and continue to be
                   available therefor, then, on and after said Redemption Date,
                   notwithstanding that any Warrant subject to redemption shall
                   not have been surrendered for redemption, the obligation
                   evidenced by all Warrants not surrendered for redemption or
                   effectively exercised shall be deemed no longer outstanding,
                   and all rights with respect thereto shall forthwith cease and
                   terminate, except only the right of the holder of each
                   Warrant subject to redemption
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            to receive the Redemption Price for each share of Common Stock to
            which he would be entitled if he exercised the Warrant upon
            receiving notice of redemption of the Warrant subject to redemption
            held by him.

                                   ARTICLE III

                      ADJUSTMENT OF SHARES OF COMMON STOCK
                        PURCHASABLE AND OF WARRANT PRICE

               SECTION 3.01- In case the Company shall at any time after the
            date of this Agreement (i) declare a dividend on the outstanding
            Common Stock in shares of its capital stock, (ii) subdivide the
            outstanding Common Stock, (iii) combine the outstanding Common Stock
            into a smaller number of shares, or (iv) issue any shares of its
            capital stock by reclassification of the Common Stock (including any
            such reclassification in connection with a consolidation or merger
            in which the Company is the continuing corporation), then, in each
            case, the Warrant Price, and the number and kind of shares
            receivable upon exercise in effect at the time of the record date
            for such dividend or of the effective date of such subdivision,
            combination, or reclassification shall be proportionately adjusted
            so that the holder of any warrant exercised after such time shall be
            entitled to receive the aggregate number and kind of shares which if
            such warrant had been exercised immediately prior to such time, he
            would have owned upon such exercise and been entitled to receive by
            virtue of such dividend, subdivision, combination, or
            reclassification. Such adjustment shall be made successively
            whenever any event listed above shall occur.

               SECTION 3-02. In case the Company shall issue rights, options, or
            warrants to all holders of Common Stock entitling them to subscribe
            for or purchase Common Stock or securities convertible into or
            exchangeable for Common Stock) at a price per share (or having a
            conversion price per share, if a security convertible into or
            exchangeable for common Stock) less than the "current market price
            per share of Common Stock (as defined in Section 3.04 of this
            Article III) on such record date, then, in such case, the Warrant
            Price shall be adjusted by multiplying the Warrant Price in effect
            immediately prior to such record date by a fraction, of which the
            numerator shall be the number of shares of Common Stock outstanding
            on such record date plus the number of shares of Common Stock which
            the aggregate offering price of the total number of
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                   shares of Common Stock so to be offered (or the aggregate
                   initial conversion price of the convertible securities to be
                   offered) would purchase at such "current market price" and of
                   which the denominator shall be the number of shares of Common
                   Stock outstanding on such record date plus the number of
                   additional shares of Common Stock to be offered for
                   subscription purchase (or into which the convertible or
                   exchangeable securities so to be offered are initially
                   convertible or exchangeable) - such adjustment shall become
                   effective at the close of business on such record date;
                   provided, however, that, to the extent the shares of Common
                   Stock (or securities convertible to or exchangeable for
                   shares of common Stock) are not delivered, the Warrant Price
                   shall be readjusted after the expiration of such rights,
                   options, or warrants (but only with respect to Warrants
                   exercised after such expiration), to the Warrant Price which
                   would then be in effect had the adjustments made upon the
                   issuance of such rights or warrants been made upon the basis
                   of delivery of only the number of shares of Common Stock or
                   securities convertible into or exchangeable for shares of
                   Common Stock) actually issued. In case any subscription price
                   may be paid in a consideration part or all of which shall be
                   in a form other than cash, the value of such consideration
                   shall be as determined in good faith by the board of
                   directors of the Company, whose determination shall be
                   conclusive absent manifest error. Shares of Common Stock
                   owned by or held for the account of the Company or any
                   majority-owned subsidiary shall not be deemed outstanding for
                   the purpose of any such computation.

                       SECTION 3-03. In case the Company shall distribute to all
                   holders of Common Stock (including any such distribution made
                   to the stockholders of the Company in connection with a
                   consolidation or merger in which the Company is the
                   continuing corporation) evidences of its indebtedness or
                   assets (other then cash dividends distributions and dividends
                   payable in shares of Common Stock) subscription rights,
                   options, or warrants or convertible or exchangeable
                   securities containing the right to subscribe for or purchase
                   shares of Common Stock (excluding those referred to in
                   Section 3.02 of this Article III), then, in each case, the
                   Warrant Price shall be adjusted by multiplying the Warrant
                   Price in effect immediately prior to the record date for the
                   determination of stockholders entitled to receive such
                   distribution by a fraction of which the numerator shall be
                   the "current market price" per share of Common Stock (as
                   defined in Section 3.04 of this Article III) on such record
                   date, less the fair market value (as determined in good faith
                   by the board of directors of the Company, whose determination
                   shall be conclusive absent manifest error) of the portion of
                   the
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                    evidences of indebtedness or assets so to be distributed, or
                    of such subscription rights, options, or warrants,
                    convertible or exchangeable securities containing the right
                    to subscribe for or purchase shares of Common Stock,
                    applicable to the share, and of which the denominator shall
                    be such "current market price" per share of Common Stock.
                    Such adjustment shall be made whenever any such distribution
                    is made, and shall become effective on the date of such
                    distribution retroactive to the record date for the
                    determination of stockholders entitled to receive such
                    distribution.

                       SECTION 3.04. For the purpose of any computation under
                    Sections 3.02 and 3.03 of this Article III, the "current
                    market price" per share of Common Stock on any date shall be
                    deemed to be the average of the daily closing prices for the
                    30 consecutive trading days commencing 45 trading days
                    before such date. The closing price for each day shall be
                    the last reported sales price regular way or, in case no
                    such reported sale takes place on such day, the closing bid
                    price regular way, in either case on the principal national
                    securities exchange on which the Common Stock is listed or
                    admitted to trading or, if the Common Stock is not listed or
                    admitted to trading on any national securities exchange, the
                    highest reported bid price as furnished by the National
                    Association of Securities Dealers, Inc. through NASDAQ or a
                    similar organization if NASDAQ is no longer reporting such
                    information. If on any such date the Common Stock is not
                    quoted in any such organization, the fair value of the
                    Common Stock on such date, as determined in good faith by
                    the board of directors of the Company, whose determination
                    shall be conclusive absent manifest error, shall be used.

                       SECTION 3.05. No adjustment in the Warrant Price shall be
                    required if such adjustment is less than $.001; provided,
                    however, that any adjustments which by reason of this
                    Section 3.05 are not required to be made shall be carried
                    forward and taken into account in any subsequent adjustment.
                    All calculations under this Article III shall be made to the
                    nearest cent or to the nearest one-thousandth of a share, as
                    the case may be.

                       SECTION 3.06. In any case in which this Article III shall
                    require that an adjustment in the Warrant Price be made
                    effective as or a record data for a specified event the
                    Company may elect to defer until the occurrence of such
                    event issuing to the holder of
<PAGE>   10
                   any Warrant exercised later such record date the shares, if
                   any, issuable upon such exercise over and above the shares,
                   if any, issuable upon such exercise on the basis of the
                   Warrant Price in effect prior to such adjustment; provided,
                   however, that the Company shall deliver to such holder a due
                   bill or other appropriate instrument evidencing such holder's
                   right to receive such additional shares upon the occurrence
                   of the event requiring such adjustment.

                      SECTION 3.07. Upon each adjustment of the Warrant Price as
                   a result of the calculations made in Section 3.01, 3.02, or
                   3.03 of this Article III, each Warrant outstanding prior to
                   the making of the adjustment in the Warrant Price shall
                   thereafter evidence the right to purchase, at the adjusted
                   Warrant Price, that number of shares (calculated to the
                   nearest thousandth) obtained by dividing (A) the product
                   obtained by multiplying the number of shares purchasable upon
                   exercise of a Warrant prior to adjustment of the number of
                   shares by the Warrant Price in effect prior to adjustment of
                   the Warrant Price by (B) the Warrant Price in effect after
                   such adjustment of the Warrant Price.

                      SECTION 3.08. In case of any capital reorganization of the
                   Company, or of any reclassification of the Common Stock
                   (other than a reclassification of the Common Stock referred
                   to in Section 3.01 of this Article III), or in the case of
                   the consolidation of the Company with or the merger of the
                   Company into any other corporation or of the sale, transfer,
                   or lease of the properties and assets of the Company as, or
                   substantially as, an entirety to any other corporation or
                   other entity, each Warrant shall after such capital
                   reorganization, reclassification of Common Stock,
                   consolidation, merger, sale, transfer, or lease, be
                   exercisable, on the terms and conditions specified in this
                   Agreement, for the number of shares of stock or other
                   securities, assets, or cash to which a holder of the number
                   of shares purchasable (at the time of such capital
                   reorganization, reclassification of Common Stock,
                   consolidation, merger, sale, transfer, or lease) upon
                   exercise of such Warrant would have been entitled upon such
                   capital reorganization, reclassification of Common Stock,
                   consolidation, merger, sale, transfer, or lease; and in any
                   such case, if necessary, the provisions set forth in this
                   Article III with respect to the rights and interests
                   thereafter of the holders or the Warrants shall be
                   appropriately adjusted so as to be applicable, as nearly as
                   may reasonably be, to any shares of stock other securities,
                   assets, or cash thereafter deliverable on the exercise of the
                   Warrants. The subdivision or combination of shares
<PAGE>   11
                  of Common Stock at any time outstanding into a greater or
                  lesser number of shares shall not be deemed to be a
                  reclassification of the Common Stock for the purposes of this
                  subsection. The Company shall not effect any such
                  consolidation, merger, transfer, or lease, unless prior to or
                  simultaneously with the consummation thereof, the successor
                  corporation (if other than the Company) resulting from such
                  consolidation or merger or the Corporation purchasing,
                  receiving, or leasing such assets or other appropriate
                  corporation or entity shall expressly assume, by written
                  instrument in form satisfactory to the Underwriter and duly
                  executed and delivered to each holder of a Warrant, the
                  obligation to deliver to the holder of each Warrant such
                  shares of stock, securities, or assets as, in accordance with
                  the foregoing provisions, such holders may be entitled to
                  purchase and to perform the other obligations of the Company
                  under this Agreement.

                     SECTION 3.09. The Company may make such reductions in the
                  Warrant Price, in addition to those required by this Article
                  III, as it shall, in its sole discretion, determine to be
                  advisable.

                                        ARTICLE IV

                           OTHER PROVISIONS EFFECTING RIGHTS OF
                                      WARRANT HOLDERS

                     SECTION 4.01. No Warrant Holder, as such shall be entitled
                  to vote or receive dividends or be deemed the holder of shares
                  of Common Stock for any purposes, nor shall anything contained
                  in any Warrant Certificate be construed to confer upon any
                  Warrant Holder, as such, any of the rights of a shareholder of
                  the Company or any right to vote, give or withhold consent to
                  any action by the Company, whether upon any recapitalization,
                  issue of stock, reclassification of stock, consolidation,
                  merger, conveyance or otherwise; receive dividends or
                  subscription rights, or otherwise, until in connection with
                  the exercise of any Warrant, such Warrant shall have been
                  surrendered and the purchase price or the shares of Common
                  Stock for which such Warrant is being exercised shall have
                  been received by the Warrant Agent; provided, however, that
                  any such surrender and payment on any date when the stock
                  transfer books of the Company shall be closed shall constitute
                  the person or persons in whose name or names the certificate
                  or certificates for those shares of Common Stock are to be
                  issued as the record holder or holders thereof for all
                  purposes at the opening of business on
<PAGE>   12
                  the next succeeding day on which such stock transfer books are
                  open and the Warrant surrendered shall not be deemed to have
                  been exercised, in whole or in part, as the case maybe, until
                  such next succeeding day on which stock transfer books are
                  open.

                    SECTION 4.02. The Company covenants and agrees that it shall
                  contemporaneously provide to all Warrant Holders of record any
                  publication, mailing or notice which it shall provide to all
                  of its shareholders of record. For purposes of this Section
                  4.02, the Warrant Holders of record shall be those Warrant
                  Holders who are of record on a date even with the date chosen
                  by the Company for the purpose of determining the shareholders
                  of record who shall be entitled to receive such publication,
                  mailing or notice.

                     SECTION 4.03. If any Warrant Certificate is lost, stolen,
                  mutilated or destroyed, the Company and the Warrant Agent may,
                  on such terms as to indemnity or otherwise as they may in
                  their discretion reasonably impose which shall, in the case of
                  a mutilated Warrant Certificate, include the surrender
                  thereof, issue a new Warrant Certificate of like denomination
                  and tenor as, and in substitution for, the Warrant Certificate
                  so lost, stolen, mutilated or destroyed.

                     SECTION 4.04. (1) The Company covenants and agrees that at
                  all times it shall reserve and keep available for the exercise
                  of outstanding Warrants such number of authorized shares of
                  Common Stock as are sufficient to permit the exercise in full
                  of such Warrants and that it will make available to the
                  Warrant Agent from time to time a number of duly executed
                  certificates representing shares of Common Stock sufficient
                  therefor.

                        (2) The Company shall secure the listing, upon official
                  notice of issuance, of shares of Common Stock issuable upon
                  exercise of Warrants upon any securities exchange upon which
                  shares of Common Stock become listed.

                        (3) The Company covenants that all shares of Common
                  Stock issued on exercise of Warrants shall be validly issued,
                  fully paid, non-assessable and free of preemptive rights.

                         (4) The Company shall use its best efforts to secure
                  the effective registration of the Warrants and the shares of
                  Common Stock issuable upon exercise of the Warrants under the
                  Securities Act of 1933, as amended (the "Act"), and to
                  register or qualify such Warrants and shares of Common Stock
                  under the laws of any
<PAGE>   13
                   states in which the sale of the Warrants was registered or
                   qualified and shall use its reasonable good faith efforts to
                   register and qualify such Warrants and shares of Common Stock
                   in such additional states and jurisdictions as may be
                   appropriate; provided, however, that the Company shall have
                   no obligation to register such Warrants and shares of Common
                   Stock or maintain the effectiveness of such registration or
                   qualification, as aforesaid, in the event that, by amendment
                   to the Act or otherwise, such registration or qualification
                   is not required at the time such warrants and shares of
                   Common Stock are to be issued or, if permitted by applicable
                   Federal securities laws or the rules and regulations
                   promulgated thereunder, at any time when the relationship of
                   the Warrant Price to the then current market price of the
                   Company's Common Stock makes it unlikely that any Warrants
                   will be exercised.

                          (5) The Company will furnish to the Warrant Agent,
                   upon request, an opinion of counsel satisfactory to the
                   Warrant Agent the effect that (i) a Registration Statement
                   under the Act is then in effect with respect to shares of
                   Common Stock issuable upon exercise of the Warrants and that
                   the prospectus included therein complies as to form in all
                   material respects, except as to financial statements,
                   including schedules, and other accounting and financial data,
                   as to which such counsel need express no opinion, with the
                   requirements of the Act and the rules and regulations of the
                   Securities and Exchange Commission (the "Commission")
                   thereunder; or (ii) a Registration Statement under the Act
                   with respect to said shares of Common Stock is not required.
                   In the event that said opinion states that such a
                   Registration Statement is in effect, the Company will from
                   time to time furnish the Warrant Agent with current
                   prospectuses meeting the requirements of the Act and such
                   rules and regulations in sufficient quantity to permit the
                   Warrant Agent to deliver a prospectus ("Prospectus") to each
                   Warrant Holder upon exercise thereof. The Company further
                   agrees to pay all fees, costs and expenses in connection with
                   the preparation and delivery to the Warrant Agent of the
                   foregoing opinions and Prospectuses and the above mentioned
                   registrations and other actions, and to immediately notify
                   the Warrant Agent in the event that (i) the Commission shall
                   have issued or threatened to issue any order preventing or
                   suspending the use of any Prospectus; (ii) at any time any
                   Prospectus shall contain any untrue statement of a material
                   fact or omit to state any material fact required to be stated
                   therein or necessary to make the statements therein not
                   misleading; or (iii) for any reason it shall be necessary to
                   amend or supplement any Prospectus in order to comply with
                   the Act.
<PAGE>   14
                    SECTION 4.05. If the number of shares purchasable upon the
                 exercise of each Warrant is adjusted pursuant to Section 3.07
                 of Article IV, the Company shall not be required to issue
                 fractions of shares upon exercise of the Warrants or to
                 distribute share certificates which evidence fractional shares
                 in lieu of fractional shares, there shall be paid to the
                 registered holders of Warrant Certificates at the time such
                 Warrants are exercised as herein provided an amount in cash
                 equal to the same fraction of the current market value of a
                 share. For purposes of this Section 4.05, the current market
                 value of a share issuable upon the exercise of a Warrant shall
                 be the closing price of a share of Common Stock, as determined
                 pursuant to the second and third sentences of Section 3.04, for
                 the trading day immediately prior to the date of such exercise.

                                       ARTICLE V

                             TREATMENT OF WARRANT HOLDERS

                    SECTION 5.01. Prior to due presentment for registration of
                 transfer of any Warrant, the Company and the Warrant Agent may
                 deem and treat the Warrant Holder as the absolute owner of such
                 warrant, notwithstanding any notation of ownership or other
                 writing thereon, for the purpose of any exercise thereof and
                 for all other purposes, and neither the Company nor the Warrant
                 Agent shall be affected by any notice to the contrary.

                                        ARTICLE VI

                             CONCERNING THE WARRANT AGENT
                                   AND OTHER MATTERS

                    SECTION 6.01. The Company will from time to time promptly
                 pay, subject to the provisions of Section 2.02 of this
                 Agreement, all taxes and charges that may be imposed upon the
                 Company or the Warrant Agent in respect of the issuance or
                 delivery of shares of Common Stock upon the exercise of
                 Warrants.
<PAGE>   15
                      SECTION 6.02 (1) The Warrant Agent may resign and be
                   discharged from its duties under this Agreement upon thirty
                   (30) days notice in writing, mailed to the Company by
                   registered or certified mail, and to each Warrant Holder. The
                   Company may remove the Warrant Agent or any successor warrant
                   agent upon thirty (30) days notice in writing, mailed to the
                   Warrant Agent or successor Warrant Agent, as the case may be,
                   by registered or certified mail, and to each Warrant Holder;
                   provided, however, the Company shall appoint a new Warrant
                   Agent as hereinafter provided and such removal shall not
                   become effective until a successor Warrant Agent has been
                   appointed and has accepted such appointment. If the Warrant
                   Agent shall resign or shall otherwise become capable of
                   acting, the Company shall appoint a successor to the Warrant
                   Agent. If the Company shall fail to make such appointment
                   within a period of thirty (30) days after it has been
                   notified in writing of such resignation or incapability by
                   the Warrant Agent by a Warrant Holder, who shall, with such
                   notice, submit his Warrant Certificate for inspection by the
                   Company, then any Warrant Holder may apply to any court of
                   competent jurisdiction or the appointment of a successor to
                   the Warrant Agent. Any successor Warrant Agent, whether
                   appointed by the Company or by such a court shall be a
                   registered transfer agent, bank or trust company, subject to
                   the terms and conditions of this Section 6.02, in good
                   standing and incorporated under the laws of any State of the
                   United States, having its principal office in the United
                   States of America. After appointment, the successor Warrant
                   Agent shall be vested with the same powers, rights, duties
                   and responsibilities as if it had been originally named as
                   Warrant Agent without further act or deed. The former Warrant
                   Agent shall deliver and transfer to the successor Warrant
                   Agent any property at the time held by it hereunder and
                   execute and deliver any further assurance, conveyance, act or
                   deed necessary for the purpose. Failure to give any notice
                   provided for in this section, however, or any defect therein,
                   shall not affect the legality or validity of the resignation
                   or removal of the Warrant Agent or the appointment of the
                   successor Warrant Agent, as the case may be.

                          (2) Any corporation into which the Warrant Agent may
                   be merged or with which it may be consolidated, or any
                   corporation resulting from any merger or consolidation to
                   which the Warrant Agent shall be a party, or any corporation
                   succeeding to the corporate trust business of the Warrant
                   Agent, shall be the successor to the Warrant Agent hereunder
                   without the execution or filing of any paper or any further
                   act on the part of any of the parties hereto. In case at the
                   time such successor to the Warrant
<PAGE>   16
                   Agent shall succeed to the agency created by this Agreement,
                   any of the Warrant Certificates shall have been countersigned
                   but not delivered, any such successor to the Warrant Agent
                   may adopt the countersignature of the original Warrant Agent
                   and deliver such Warrant Certificates so countersigned, and
                   in case at that time any of the Warrant Certificates shall
                   not have been countersigned, any successor to the Warrant
                   Agent may countersign such Warrant Certificate in its own
                   name or in the name of the successor Warrant Agent; and in
                   all such cases such Warrant Certificates shall have the full
                   force provided in the Warrant Certificates and this
                   Agreement.

                         In case at any time the name of the Warrant Agent
                   shall be changed and at such time any of the Warrant
                   Certificates shall have been countersigned but not delivered,
                   the Warrant Agent may adopt the countersignature under this
                   prior name and deliver Warrant Certificates so countersigned;
                   and in case at that time any of the Warrant Certificates
                   shall not have been countersigned, the Warrant Agent may
                   countersign such Warrant Certificates either in its prior
                   name or in its changed name; and in all such cases such
                   Warrant Certificates shall have the full force provided in
                   the Warrant Certificates and in this Agreement.

                      SECTION 6.03. The Company agrees to pay the Warrant Agent
                   from time to time, on demand of the Warrant Agent, reasonable
                   compensation for all services rendered by it hereunder and
                   also as reasonable expenses and counsel fees and other
                   disbursements of any kind incurred in the administration and
                   execution of this Agreement and the exercise and performance
                   of its duties hereunder. The Company also agrees to indemnify
                   the Warrant Agent for, and to hold it harmless against, any
                   loss, liability or expense, incurred without gross
                   negligence, willful misconduct or bad faith on the part of
                   the Warrant Agent, arising out of or in connection with the
                   acceptance and administration of this Agreement, including
                   the costs and expenses of defending against any claim of
                   liability in the premises.

                      SECTION 6.04. The Company covenants and agrees that it
                   shall, at the Company's expense, provide to the Warrant Agent
                   copies of its current prospectus in such quantity as to
                   enable the Warrant Agent to deliver one copy of such current
                   prospectus to such Warrant Holder who shall exercise his
                   rights under a Warrant. Notwithstanding anything else
                   contained in this Section 6.04, the Company shall not be
                   obligated to provide copies of its current prospectus for the
                   purpose of allowing the Warrant Agent to deliver
<PAGE>   17
                   such copies to any Warrant Holder who delivers all of his
                   redeemable warrants for redemption pursuant to Section 2.03
                   or who shall notice the Company of his intent to permit
                   redemption of all of his Warrants pursuant to Section 2.03
                   herein or to any person who shall hold any Warrant subject to
                   the terms of this Agreement after the earlier of the
                   Redemption Date or the Last Exercise Date of the Warrants.


                      SECTION 6.05. The Warrant Agent undertakes the duties and
                   obligations imposed by this Agreement upon the following
                   terms and conditions, by all of which the Company and the
                   holders of Warrant Certificates, by their acceptance thereof,
                   shall be bound:

                          (1) Whenever in the performance of its duties under
                   this Agreement the Warrant Agent shall deem it necessary or
                   desirable that any fact or matter be proved or established by
                   the Company prior to taking or suffering any action
                   hereunder, that fact or matter, unless other evidence in
                   respect thereof be herein specifically prescribed, may be
                   deemed to be conclusively proved and established by a
                   certificate signed by the President or the Secretary of the
                   Company and delivered to the Warrant Agent. That certificate
                   shall be full authorization to the Warrant Agent for any
                   action taken or suffered in good faith by it under the
                   provisions of this Agreement reliance upon that certificate.

                          (2) The Warrant Agent shall be liable hereunder only
                   for its own gross negligence or willful misconduct.

                          (3) The Warrant Agent shall not be liable for or by
                   reason of any of the statements of fact or recitals contained
                   in this Agreement or in the Warrant Certificates, except its
                   countersignature thereof, or be required to verify the same,
                   but all such statements and recitals are and shall be deemed
                   to have been made by the Company only.

                          (4) The Warrant Agent shall not be under any
                   responsibility in respect of the validity of this Agreement
                   or the execution and delivery hereof, except the due
                   execution hereof by the Warrant Agent, or in respect of the
                   validity or execution of any Warrant Certificate, except its
                   countersignature thereof; nor shall it be responsible for any
                   Warrant Certificate; nor shall it be responsible for the
                   adjustment of the Warrant Price or the making of any change
                   in the number of shares of Common Stock required under the
                   provisions of Article III of this Agreement or
<PAGE>   18
                    responsible for the manner, method or amount of any such
                    change or the ascertaining of the existence of facts that
                    would require any such adjustment or change except with
                    respect to the exercise of Warrant Certificates after actual
                    notice of any adjustment of the Warrant Price; nor shall it
                    by any act under this Agreement be deemed to make any
                    representation or warranty as to the authorization or
                    reservation of any shares of Common Stock to be issued
                    pursuant to this Agreement or any Warrant Certificate or as
                    to whether any share of Common Stock will when issued be
                    validly issued, fully paid, non-assessable and free of
                    preemptive rights.

                           (5) The Warrant Agent and any shareholder, director,
                    officer or employee of the Warrant Agent may buy, sell or
                    deal in any of the Warrant Certificates or other securities
                    of the Company to retain a pecuniary interest in any
                    transaction in which the Company may be interested or
                    contract with or lend money to or otherwise act as fully and
                    freely as though it was not Warrant Agent or subject to this
                    Agreement. Nothing herein shall preclude the Warrant Agent
                    from acting in any other capacity for the Company or for any
                    other legal entity.

                           (6) The Warrant Agent is hereby authorized and
                    directed to accept instructions with respect to the
                    performance of its duties hereunder from any officer or
                    assistant officer of the company, and to apply to any such
                    officer or assistant officer for advice or instructions in
                    connection with its duties and shall not be liable for any
                    action taken or suffered to be taken by it in good faith in
                    accordance with instructions of any such officer or
                    assistant officer.

                           (7) The Warrant Agent may consult with its counsel or
                    other counsel satisfactory to it, including counsel for the
                    Company, and the opinion of such counsel shall be full and
                    complete authorization and protection in respect of any
                    action taken, offered, or omitted by it hereunder in good
                    faith and in accordance with the opinion of such counsel.

                          (8) The Warrant Agent shall incur no liability to the
                    Company or to any holder of any Warrant for any action taken
                    by it in reliance upon any Warrant Certificate or
                    certificate for Common Stock, instrument of assignment or
                    transfer, power of attorney, endorsement, affidavit, letter,
                    notice, direction, consent, certificate, statement, or other
                    paper or document believed by it to be genuine and to be
                    signed, executed, and where necessary, certified or
                    acknowledged, by the proper person or persons
<PAGE>   19
    SECTION 6.06. The Warrant Agent may, without the consent or concurrence of
the Warrant Holders, by supplemental agreement or otherwise, concur with the
Company in making any changes or corrections in this Agreement that it shall
have been advised by counsel, who may be counsel for the Company, are required
to cure any ambiguity or to correct any defective or inconsistent provision or
clerical omission or mistake or manifest error herein contained, and which shall
not be inconsistent with the provisions of the Warrant Certificates, provided
such changes or corrections do not adversely affect the privileges or immunities
of the Warrant Holders.


    SECTION 6.07. All the Covenants and provisions of this Agreement by or for
the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.


    SECTION 6.08. Forthwith upon the appointment after the date thereof of any
transfer agent for the Common Stock, or of any subsequent transfer agent for the
Common Stock, the Company will file with the Warrant Agent a statement setting
forth the name and address of such transfer agent.

    SECTION 6.09. Notice or demand pursuant to this Agreement to be given or
made by the Warrant Agent or by any Warrant Holder to or on the Company shall be
sufficiently given or made and effective on the third business day after posting
thereof, unless otherwise provided in this Agreement, if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent) as follows:

                      Capital Beverage Corporation
                      1111 East Tremont Avenue
                      Bronx, New York 10460


notice or demand pursuant to this Agreement to be given or made by the Company
or any Warrant Holder to or on the Warrant Agent shall be sufficiently given or
made and effective on the third business day after posting thereof, unless
otherwise provided in this Agreement, if sent by first-class mail, postage
prepaid, addressed
<PAGE>   20
                (until another address is filed in writing by the Warrant Agent
                 with the Company) as follows:

                       Continental Stock Transfer & Trust Company
                       2 Broadway
                       New York, New York 10004

                 notice or demand pursuant to this Agreement to be given or made
                 by the Company or the Warrant Agent to or on the Underwriter
                 shall be sufficiently given or made and effective on the third
                 business day after posting thereof, unless otherwise provided
                 in this Agreement, if sent by first-class mail, postage
                 prepaid, addressed until another address is filed in writing by
                 the Underwriter with the Company) as follows:

                       R.D. White and Company, Inc.
                       950 Third Avenue
                       New York, NY 10022

                 notice or demand pursuant to this Agreement to be given or made
                 by the Company or the Warrant Agent to or on any Warrant Holder
                 shall be sufficiently given or made and effective on the third
                 business day after posting thereof, unless otherwise provided
                 in this Agreement, if sent by first-class mail, postage
                 prepaid, addressed to such Warrant Holder at his last known
                 address as it shall appear in the records of the Company, if
                 such notice shall be given by the Company or, if such notice
                 shall be given by the Warrant Agent, as it shall appear on the
                 register maintained by the Warrant Agent.

                    A copy of any Notice or demand given or made pursuant to
                 this Agreement on the Warrant Agent, Company or Underwriter
                 shall be promptly forwarded by the recipient thereof to each of
                 the Company, Warrant Agent or Underwriter who shall not have
                 received or made such demand or notice.

                    SECTION 6.10. The validity, interpretation and performance
                 of this Agreement and the Warrants shall be governed by the
                 laws of the State of New York.
<PAGE>   21
                      SECTION 6.11. Nothing in this Agreement shall be
                  construed to give to any person or corporation other than the
                  parties hereto and the Warrant Holders any right, remedy or
                  claim under promise or agreement hereof all covenants,
                  conditions, stipulations, promises and agreements contained in
                  this Agreement shall be for the sole and exclusive benefit of
                  the Company and the Warrant Agent and their successors and of
                  the Warrant Holders, and their heirs, representatives,
                  successors, assigns and transferees.

                      SECTION 6.12. A copy of this Agreement shall be available
                  for inspection by any Warrant Holder during the regular
                  business hours and at the corporate office of the Warrant
                  Agent in New York, New York, at which time the Warrant Agent
                  may require any Warrant Holder to submit his Warrant
                  Certificate for inspection by it.

                      SECTION 6.13. This Agreement shall terminate on the Last
                  Exercise Date, or such earlier date upon which all Warrants
                  have been exercised, except that the Warrant Agent shall
                  account to the Company pursuant to Paragraph (5) of Section
                  2.02 of this Agreement for all cash held by it. The provisions
                  of Section 6.03 and 6.04 of this Agreement shall survive such
                  termination.

                      SECTION 6.14. The Article headings in this Agreement are
                  for convenience only and are not part of this Agreement and
                  shall not affect the interpretation thereof.

                      SECTION 6.15. This Agreement may be executed in any number
                  counterparts, each of which is so executed shall be deemed to
                  be an original, and all such counterparts shall together
                  constitute but one and the same agreement.

                ATTEST:                      CAPITAL BEVERAGE CORPORATION

               ________________________      ____________________________




                ATTEST:                      CONTINENTAL STOCK TRANSFER AND
                                             TRUST COMPANY

               ________________________      ______________________________
