___________________________________________________________________________




                         REGISTRATION  RIGHTS  AGREEMENT


                                     BETWEEN



                          CREATIVE HOST SERVICES, INC.


                                       AND


                                 ING CAPITAL LLC





                          Dated as of January 17, 2003



___________________________________________________________________________


<PAGE>


     TABLE  OF  CONTENTS
     -------------------

                                                                         Page
                                                                         ----

Section  1.     Definitions                                                 2

Section  2.     Registration  of  Securities  by  the  Company              4

Section  3.     Shelf  Registration                                        12

Section  4.     Registration  Expenses                                     21

Section  5.     Conditions  to  Registration                               22

Section  6.     Indemnification                                            23

Section  7.     Exchange  Act Registration; Rule 144 Reporting             27

Section  8.     Limitation  on  Registration  Rights of Others             29

Section  9.     Mergers,  etc.                                             29

Section  10.     Notices,  etc.                                            30

Section  11.     Entire  Agreement                                         31

Section  12.     Waivers  and  Further  Agreements                         31

Section  13.     Amendments                                                32

Section  14.     Assignment;  Successors  and  Assigns                     32

Section  15.     Severability                                              32

Section  16.     Counterparts                                              33

Section  17.     Section  Headings                                         33

Section  18.     Gender;  Usage                                            33

Section  19.     Governing  Law                                            33

Section  20.     Termination                                               33

<PAGE>
Section  21.     Expenses                                                  33

Section  22.     Specific  Performance                                     34


Schedule  I     Agreements  Containing  Registration  Rights
     in  Favor  of  Other  Shareholders


<PAGE>


                      REGISTRATION  RIGHTS  AGREEMENT
                      -------------------------------


     THIS  REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is made and entered
into  as  of  January  17,  2003  by and between CREATIVE HOST SERVICES, INC., a
California  corporation (the "Company"), and ING CAPITAL LLC, a Delaware limited
liability  company  (the  "Purchaser").


                           W  I  T  N  E  S  S  E  T  H:
                            ----------------------------


RECITALS.
--------

     1)     Simultaneously  herewith,  Purchaser  is  entering  into  a  Credit
Agreement,  dated  of  even date herewith (the "Credit Agreement"), by and among
Company,  Purchaser  as  lender  (Purchaser  and any subsequent lender under the
Credit  Agreement,  a "Lender" and collectively the "Lenders"), and Purchaser as
agent  for  the  Lenders, pursuant to which Purchaser has agreed, upon the terms
and subject to the conditions set forth therein, to make Loans from time to time
to  the  Borrower;  and

     2)     It  is  a condition precedent to the initial extensions of credit by
the Lenders to the Company contemplated by the Credit Agreement that the Company
agree  to  issue  to  the  Purchaser  warrants initially exercisable for 452,050
shares  of  Common  Stock, no par value per share, of the Company for an initial
exercise  price  of  $1.87  per  share;  and

     3)     The  Purchaser is unwilling to extend credit to the Company pursuant
to  the  Credit  Agreement  or  to purchase the Warrants pursuant to the Warrant
Agreement  (as defined in Section 1) unless it receives the assurances set forth
in  this  Agreement;

     NOW,  THEREFORE,  in  consideration  of  the  recitals,  of the Purchaser's
preceding  with the consummation of the transactions contemplated by the Warrant
Agreement  and  the  Credit  Agreement, and the mutual covenants hereinafter set
forth,  the  parties,  intending  to  be legally bound, hereby agree as follows:

     SECTION  1.  Definitions.


<PAGE>


     i)     Defined  Terms.  The  following  terms  (whether or not underscored)
when  used in this Agreement, including its preamble and recitals, shall, except
where the context otherwise requires, have the following meanings (such meanings
to  be  equally  applicable  to  the  singular  and  plural  forms  thereof):

     "Agreement"  means  this  Registration Rights Agreement as in effect on the
date  hereof  and  as  hereafter  amended,  supplemented,  restated or otherwise
modified.

     "Available  Securities"  is  defined  in  Section  2.

     "Business  Day"  is  defined  in  the  Warrant  Agreement.

     "Common  Stock"  is  defined  in  the  Warrant  Agreement.

     "Company"  is  defined  in  the  Preamble.

     "Credit  Agreement"  shall have the meaning set forth in the first preamble
hereto.

     "Exchange  Act"  is  defined  in  the  Warrant  Agreement.

     "Holders"  shall  mean,  collectively,  the  Purchaser  and  any subsequent
registered  holders,  from  time  to  time,  of  the  Common Stock issuable upon
conversion  of  Warrant  Securities.  Whenever  the  phrase  "Holder  of  any
Registrable  Securities"  or  any  similar  phrase is used herein, it shall also
include  any  holders  of  the  Warrants.

     "Indemnified  Person"  is  defined  in  Section  6(a).

     "Indemnifying  Person"  is  defined  in  Section  6(c).

     "NASD"  means  the  National  Association  of  Securities  Dealers,  Inc.

     "Person"  is  defined  in  the  Warrant  Agreement.


<PAGE>
     "Prospectus"  means  each  prospectus  included as part of any Registration
Statement, as amended or supplemented, including each preliminary prospectus and
all  material  incorporated  by  reference  in  such  prospectus.

     "Purchaser"  is  defined  in  the  Preamble.

     "Quoted  Price"  is  defined  in  the  Warrant  Agreement.

     "Registrable  Securities" shall mean the shares of Common Stock issued, but
excluding  (i) shares that have been disposed of under a Registration Statement,
the  Shelf Registration Statement or any other effective registration statement,
and  (ii)  shares  distributed  to  the  public  pursuant  to Rule 144 under the
Securities  Act.

     "Registration  Expenses"  is  defined  in  Section  4(c).

     "Registration  Statement"  means  any registration statement of the Company
which  covers  Registrable  Securities pur-suant to Section 2 of this Agreement,
including  the Prospectus, amendments, including post-effective amendments, and
supplements  to such registration statement and Prospectus and all exhibits and
all  material  incorporated  by  reference  in  such  registration  statement.

     "Required  Holders" shall mean the holders of Warrant Securities which when
fully  converted would represent at least two-thirds of the voting power of such
securities  held  by  all  of  the  Holders.

     "Securities  Act"  is  defined  in  the  Warrant  Agreement.

     "SEC"  is  defined  in  the  Warrant  Agreement.

     "Selling  Holder"  is  defined  in  Section  19(c).

     "Selling  Holder  Notice"  is  defined  in  Section  19(d).

     "Selling  Holder  Offer"  is  defined  in  Section  19(d).

     "Shelf  Prospectus"  shall  mean  the  prospectus  included  in  the  Shelf
Registration  Statement, including any preliminary prospectus, and any amendment
or  supplement  thereto,  including  any supplement relating to the terms of the
offering  of  any  portion  of  the  Registrable Securities covered by the Shelf
Registration  Statement, and in each case including all material incorporated by
reference  therein.


<PAGE>
     "Shelf  Registration"  shall  mean  a  registration required to be effected
pursuant  to  Section  3  hereof.

     "Shelf  Registration  Statement" shall mean a registration statement of the
Company  (and  any other entity required to be a registrant with respect to such
registration  statement pursuant to the requirements of the Securities Act) that
covers  all  of  the  Registrable  Securities  to  be  offered  on  a delayed or
continuous  basis  pursuant to Rule 415 under the Securities Act, or any similar
rule  that  may  be  adopted  by  the  SEC,  and  all  amendments  (including
post-effective  amendments)  to  such  registration  statement, and all exhibits
thereto  and  materials  incorporated  by  reference  therein.

     "Specified  Registrable  Securities"  is  defined  in  Section  2(a).

     "Stock"  is  defined  in  the  Warrant  Agreement.

     "Warrant  Agreement"  means  the  Warrant Purchase Agreement, dated of even
date herewith, by and between the Purchaser and the Company, as in effect on the
date  hereof  and  as  hereafter  amended,  supplemented,  restated or otherwise
modified.

     "Warrant  Securities"  is  defined  in  the  Warrant  Agreement.

     "Warrants"  is  defined  in  the  Warrant  Agreement.

     ii)     Cross-References.  Unless  otherwise  specified, references in this
Agreement  to  any  Article or Section are references to such Article or Section
of  this  Agreement,  and unless otherwise specified, references in any Article,
Section,  or  definition  to  any  clause  are references to such clause of such
Section,  Article  or  definition.

     SECTION  2.  Registration  of  Securities  by  the  Company.

     i)  Piggyback  Registration.  If  at  any  time  or  from  time to time the
Company  shall propose to file on its behalf or on behalf of any of its security
holders  a  registration state-ment under the Securities Act on Form S-1, S-2 or
S-3  (or  on  any  other  form  for the general registration of securities) with
respect  to  any  class of securities (other than a Shelf Registration Statement
filed  pursuant  to  Section  3),  the  Company  shall  in  each  case:

     (1)     promptly  give  written  notice to each Holder at least thirty (30)
days  before the anticipated filing date, indicating the proposed offering price
and  describing  the  plan  of  distribution;


<PAGE>
     (2)     include  in  such registration (and any related qualification under
blue sky or other state securities laws or other compliance) and, at the request
of  any  Holder,  in  any  underwriting  involved  therein,  all the Registrable
Securities  specified  by  any  Holder or Holders of Registrable Securities (the
"Specified  Registrable  Securities")  in  a  written request (the "Registration
Request") made within twenty (20) days after receipt of such written notice from
the  Company;  and

     (3)     use  its  best efforts to cause the managing underwriter(s) of such
proposed underwritten offering to permit the Specified Registrable Securities to
be  included  in  the Registration Statement for such offering on the same terms
and  conditions  as  any  similar  securities  of  the Company included therein.

Notwith-standing  the foregoing, if the managing underwriter(s) of such offering
advise(s)  the  Holders  of  Specified  Registrable  Securities  in writing that
marketing  considerations require a limitation on the securities, other than the
securities  the  Company  intends  to  sell,  to be included in any Registration
Statement  filed  under  this  Section  2  to  a  certain  number of shares (the
"Available  Securities"),  then  the  Company shall in such case be obligated to
such  Holders  only  with  respect  to such number of Available Securities.  The
limitation on the number of Specified Registrable Securities will be imposed pro
rata  (based  upon  the  ratio  of the number of shares of Specified Registrable
Securities  which  the  managing  underwriter(s)  propose  to  include  at  the
anticipated initial public offering price to the number of Specified Registrable
Securities  owned  by  each  Holder)  among all Holders of Specified Registrable
Securities.

     Each Registration Request shall set forth the number or amount of Specified
Registrable  Securities.  Notwith-standing any other provision of this Agreement
to  the  contrary,  neither the delivery of the notice by the Company nor of the
Registration Request by any Holder shall in any way obligate the Company to file
a  Registration  Statement and, notwithstanding such filing, the Company may, at
any  time prior to the effective date thereof, in its sole discretion, determine
not  to offer the securities to which the Registration Statement relates without
liability  to  any  of  the  Holders.  No registration of Registrable Securities
effected  under  this  Section  2 shall relieve the Company of its obligation to
effect  the  registration  of  Registrable  Securities  pursuant  to  Section 3.

     ii)     Piggyback  Registration  Procedures.  If and when the Company shall
be  required  by  the provisions of this Section 2 to effect the registration of
Registrable  Securities  under the Securities Act, the Company will use its best
efforts  to  effect  such  registration  to  permit the sale of such Registrable
Securities  in  accordance  with  the  intended method or methods of disposition
thereof,  and  pursuant  thereto  it  will,  as  expeditiously  as  possible:


<PAGE>
     (1)     before  filing  a  Registration  Statement  or  Prospectus  or  any
amendments  or  supplements  thereto,  furnish to the Holders of the Registrable
Securities  covered  by  such  Registration Statement and the underwriter(s), if
any,  copies of all such documents proposed to be filed, which documents will be
made  available, on a timely basis, for review by such Holders and underwriters;

     (2)     prepare  and  file with the SEC such amendments  and post-effective
amendments  to  any  Registration  Statement,  and  such  supplements  to  the
Prospectus,  as  may  be  reasonably  requested  by  any  Holder  of Registrable
Securities  or the managing underwriter(s), if any, or as may be required by the
Securities  Act,  the  Exchange Act or by the rules, regulations or instructions
applicable  to the registration form utilized by the Company or as may otherwise
be necessary to keep such Registration  Statement effective until the earlier of
such  time  as  all  of  the Registrable Securities covered by such Registration
Statement  have  been  disposed  of  in  accordance  with the intended method of
disposition  set  forth  in such Registration Statement or Prospectus; and cause
the  Prospectus  as  so  supplemented  to  be filed pursuant to Rule 424 (or any
successor  rule) under the Securities Act; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration  Statement  during  the  applicable  period  in accordance with the
intended  methods  of  disposition  by  the  sellers  thereof  set forth in such
Registration  Statement  or  Prospectus;

     (3)     promptly  notify  the selling Holders of Registrable Securities and
the  managing  underwriter(s),  if  any,  and  if  requested by any such Person,
confirm  such  advice  in  writing:

     (a)     of the filing of the Prospectus or any supplement to the Prospectus
and of the effectiveness of the Registration Statement and/or any post-effective
amendment,

     (b)     of  any  request  by  the  SEC for amendments or supplements to the
Registration  Statement  or  the  Prospectus  or  for  additional  information,

     (c)     of  the  issuance  by  the  SEC  of  any  stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for  that  purpose,

     (d)     of  the  Company's  becoming  aware  at  any  time  that  the
representations and warranties of the Company contemplated by paragraph (xiv)(a)
below  have  ceased  to  be  true  and  correct,

     (e)     of  the  receipt by the Company of any notification with respect to
the  suspension  of  the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threat of any proceeding for such purpose,
and


<PAGE>
     (f)     of  the  existence  of  any  fact  which,  to  the knowledge of the
Company,  results  in the Registration Statement, the Prospectus or any document
incorporated  therein  by  reference  containing an untrue statement of material
fact  or  omitting  to  state  a  material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading;

     (4)     make  every reasonable effort to obtain the withdrawal of any order
suspending  the effectiveness of the Registration Statement or any qualification
referred  to  in  paragraph  (iii)(e)  at  the  earliest  possible  moment;

     (5)     if  reasonably  requested  by  the  managing  underwriter(s) or the
Required  Holders  of  Registrable  Securities  being sold in connection with an
underwritten  offering,  immediately  incorporate  in  a  supplement  to  the
Prospectus  or  post-effective  amendment  to  the  Registration  Statement such
information  as  the  managing  underwriter(s)  or  the  Required Holders of the
Registrable  Securities  being  sold reasonably request to have included therein
relating  to  the  plan  of  distribution  with  respect  to  such  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
amount  of  Registrable Securities being sold to such underwriters, the purchase
price  being  paid  therefor  by  such  underwriters  and any other terms of the
underwritten  (or  best-efforts  underwritten)  offering  of  the  Registrable
Securities  to  be  sold in such offering; and make all required filings of such
supplement  to  the  Prospectus  or post-effective amendment to the Registration
Statement  as  soon  as  notified  of  the  matters  to  be incorporated in such
supplement  to  the  Prospectus  or post-effective amendment to the Registration
Statement;

     (6)     at  the  request  of  any selling Holder of Registrable Securities,
furnish  to  such  selling  Holder  of  Registrable Securities and each managing
underwriter,  if  any,  without  charge,  at  least  one  signed  copy  of  the
Registration  Statement  and  any  post-effective  amendment  thereto, including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference  and  all  exhibits  (including  those  incorporated  by  reference);

     (7)  deliver  to  each  selling  Holder  of  Registrable Securities and the
managing  underwriter(s),  if  any,  without  charge,  as  many  copies  of  the
Registration  Statement, each Prospectus (including each preliminary prospectus)
and  any  amendment or supplement thereto (in each case including all exhibits),
as such Persons may reasonably request, together with all documents incorporated
by  reference  in  such  Registration  Statement  or  Prospectus, and such other
documents  as  such selling Holder may reasonably request in order to facilitate
the  disposition  of  its  Registrable  Securities  covered by such Registration
Statement; the Company consents to the use of each Prospectus and any supplement
thereto  by  each  of  the  selling  Holders  of  Registrable Securities and the
managing underwriter(s), if any, in connection with the offering and sale of the
Registrable  Securities  covered  by  each Prospectus or any supplement thereto;


<PAGE>
     (8)     prior to any public offering of Registrable Securities, register or
qualify  or  reasonably  cooperate  with  the  selling  Holders  of  Registrable
Securities, the managing underwriter(s), if any, and their respective counsel in
connection with the registration or qualification of such Registrable Securities
for  offer and sale under the  securities or blue sky laws of such jurisdictions
as  any  selling  Holder or managing underwriter(s) reasonably request(s) and do
any  and  all  other  acts or things necessary to enable the disposition in such
jurisdictions  of  the  Registrable  Securities  covered  by  the  Registration
Statement;

     (9)     cooperate  with  the  selling Holders of Registrable Securities and
the  managing  underwriter(s),  if any, to facilitate the timely preparation and
delivery  of certificates representing Registrable Securities to be sold and not
bearing  any  legends  restricting  the  transfer  thereof;  and  enable  such
Registrable  Securities to be in such denominations and registered in such names
as the managing underwriters may request at least two Business Days prior to any
sale  of  Registrable  Securities  to  the  underwriters;

     (10)     use  its  best efforts to cause the Registrable Securities covered
by  the  applicable  Registration Statement to be registered with or approved by
such  United States, state and local governmental agencies or authorities as may
be  necessary  to  enable  the seller or sellers thereof or the underwriters, if
any,  to  consummate  the  disposition  of  such  Registrable  Securities;

     (11)     if  any  fact contemplated by paragraph (iii)(b) or (iii)(f) above
shall  exist, promptly notify each Holder on whose behalf Registrable Securities
have  been  registered  and  promptly  prepare  and  furnish  to  such Holders a
supplement  or  post-effective  amendment  to  the Registration Statement or the
related  Prospectus  or  any  document  incorporated  therein  by  reference and
promptly  file  any  other required document so that, as thereafter delivered to
the purchasers of the Registrable Securities, neither the Registration Statement
nor  the  Prospectus will contain an 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;

     (12)     if requested by the Required Holders of the Registrable Securities
or  by  the  managing  underwriter(s),  if any, cause all Registrable Securities
covered  by  the  Registration  Statement  to  be  (A) listed on each securities
exchange  on  which securities of the same class are then listed or (B) admitted
for trading in any inter-dealer quotation system on which securities of the same
class  are  then  traded;

     (13)     not  later  than the effective date of the applicable Registration
Statement,  provide a CUSIP number for all Registrable Securities covered by the
Registration  Statement  and provide the applicable transfer agent with  printed
certificates  for  such  Registrable Securities which are in a form eligible for
deposit  with  Depository  Trust  Company;

     (14)     enter into agreements (including underwriting agreements) and take
all  other reasonable actions in order to expedite or facilitate the disposition
of  such  Registrable  Securities  and  in  such connection, except as otherwise
provided,  whether  or not an underwriting agreement is entered into and whether
or  not  the  registration  is  an  underwritten  registration:

<PAGE>
     (a)     make  such  representations  and  warranties to the Holders selling
such  Registrable  Securities and, in connection with any underwritten offering,
to  the  underwriters,  in  form, substance and scope as are customarily made by
issuers  to  underwriters  in  similar  underwritten  offerings;

     (b)     obtain  opinions  of  counsel  to  the  Company and updates thereof
addressed  to  each  selling  Holder  and the underwriters, if any, covering the
matters  customarily  covered  in  opinions  requested  in  similar underwritten
offerings  and such other matters as may be reasonably requested by such Holders
and  underwriters,  which  counsel and opinions shall be reasonably satisfactory
(in  form,  scope  and  substance) to the managing underwriters, if any, and the
Required  Holders  of  such  Registrable  Securities;

     (c)     in  connection  with  any  underwritten  offering, obtain so-called
"cold  comfort"  letters  and  updates  thereof  from  the Company's independent
certified  public  accountants  addressed  to the selling Holders of Registrable
Securities  and  the  underwriters,  such  letters  to  be in customary form and
covering  matters  of  the type customarily covered in "cold comfort" letters to
underwriters  in  connection  with  similar  underwritten  offerings;

     (d)     if an underwriting agreement is entered into, cause the same to set
forth  in full the indemnification and contribution provisions and procedures of
Section 6 (or such other substantially similar pro-visions and procedures as the
underwriters  shall  reasonably  request)  with  respect  to  all  parties to be
indemnified  pursuant  to  said  Section  6;  and

               (e)     deliver such documents and certificates as may reasonably
be  requested  by the Required Holders of the Registrable Securities being sold,
or  the  managing  underwriter(s),  if  any,  to  evidence  compliance with this
paragraph  (xiv) and with any customary conditions contained in the underwriting
agreement  or  other  agreement  entered  into  by  the  Company;

the  foregoing  to  be  done upon each closing under any underwriting or similar
agreement  as and to the extent required thereunder and from time to time as may
reasonably  be  requested  by  any  selling  Holder of Registrable Securities in
connection  with  the  disposition  of  Registrable  Securities pursuant to such
Registration  Statement,  all  in  a  manner  consistent with customary industry
practice;


<PAGE>
     (15)     upon  execution and delivery of such confidentiality agreements as
the  Company  may  reasonably  request,  make  available  to  the Holders of the
Registrable  Securities  being  sold,  any  underwriter  participating  in  any
disposition  pursuant  to  such  Registration  Statement,  and  any  attorney or
accountant  retained  by  such  Holders  or underwriter, all financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,  directors  and  employees  to  supply all information
reasonably  requested by any such Holder, underwriter, attorney or accountant in
connection with the registration, at such time or times as the Person requesting
such  information  shall  reasonably  determine;

     (16)     otherwise  use its best efforts to comply with the Securities Act,
the  Exchange  Act,  all  applicable  rules  and  regulations of the SEC and all
applicable  state blue sky and other securities laws, rules and regulations, and
make  generally  available  to  its  security  holders  an  earnings  statement
satisfying  the  provisions  of  Section 11(a) of the Securities Act, as soon as
practicable, but in no event later than thirty (30) days after the end of the 12
calendar  month  period  commencing after the effective date of the Registration
Statement;

     (17)     cooperate  and  assist in any filings required to be made with the
NASD  and  in  the  performance  of  any  due  diligence  investigation  by  any
underwriter  (including any "qualified independent underwriter" that is required
to  be  retained  in accordance with the rules and regulations of the NASD); and

          (18)     prior  to  the filing of any document which is being prepared
for  incorporation  by  reference  into  the  Registration  Statement  or  the
Prospectus,  upon  receipt of such confidentiality agreements as the Company may
reasonably  request,  provide  copies of such document to counsel to the selling
Holders  of  Registrable Securities, and to the managing underwriter(s), if any,
and  make  the  Company's  representatives  available  for  discussion  of  such
document.

If  requested  in writing by the Company or the lead underwriter, if any, of any
public offering effected pursuant to this Section 2, the Company and each Holder
owning  Registrable  Securities  exercisable  for  or  evidencing at least 1% of
outstanding  Common  Stock will execute and deliver an agreement undertaking not
to  effect  any public sale or distribution, including any sale pursuant to Rule
144  under the Securities Act, of any shares of Common Stock (other than as part
of such underwritten public offering) within 7 days before or 120 days after the
effective  date  of  a  registration statement filed pursuant to this Section 2.

     SECTION  3.  Shelf  Registration.


<PAGE>
     i)     Filing  of  Shelf  Registration  Statement.  Promptly after the date
hereof  and  in  any  event  on  or  before the earlier to occur of (i) the 10th
Business  Day following the date that the Company's draft Registration Statement
of  Form  SB-2  currently  filed  with  the  SEC is declared effective, and (ii)
January  30,  2003,  the  Company shall cause to be filed the Shelf Registration
Statement  providing  for  the  sale  by  the  Holders of all of the Registrable
Securities  in  accordance  with  the terms hereof, and the Company will use its
best efforts to cause such Shelf Registration Statement to be declared effective
by  the  SEC on or before the 30th day following the date of filing of the Shelf
Registration  Statement.  The Company agrees to use its best efforts to keep the
Shelf  Registration  Statement  with  respect  to  the  Registrable  Securities
continuously  effective so long as any Holder holds Registrable Securities until
such  time as each Holder has sold all of its Registrable Securities pursuant to
such  Registration  Statement.  The  Company  further  agrees to amend the Shelf
Registration  Statement  if  and  as  required  by  the  rules,  regulations  or
instructions  applicable  to  the registration form used by the Company for such
Shelf  Registration  Statement  or  by  the  Securities  Act  or  any  rules and
regulations  thereunder; provided, however, that the Company shall not be deemed
to have used its best efforts to keep the Shelf Registration Statement effective
during  the  applicable  period  if  it  voluntarily takes any action that would
result  in selling Holders not being able to sell Registrable Securities covered
thereby during that period, unless such action is permitted by this Agreement or
required  under  applicable  law  or  the  Company  has  filed  a post-effective
amendment  to  the Shelf Registration Statement and the SEC has not declared  it
effective.

     ii)     Shelf  Registration Procedures.  In connection with the obligations
of  the Company with respect to the Shelf Registration Statement contemplated by
this  Section  3,  the  Company  shall  use  its  best  efforts  to  effect such
registration  to  permit  the  sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
it  will,  as  expeditiously  as  possible:

     (1)     before filing a Shelf Registration Statement or Shelf Prospectus or
any amendments or supplements thereto, furnish to the Holders of the Registrable
Securities  covered by such Shelf Registration Statement and the underwriter(s),
if  any, copies of all such documents proposed to be filed, which documents will
be  made  available,  on  a  timely  basis,  for  review  by  such  Holders  and
underwriters;  and the Company will not file any Shelf Registration Statement or
amendment  thereto  or  any Shelf Prospectus or any supple-ment thereto to which
the  Required  Holders  of  the  Registrable  Securities  covered  by such Shelf
Registration  Statement or the managing underwriter(s), if any, shall reasonably
object;

     (2)     prepare  and file with the SEC, within the time period set forth in
Section  3(a) hereof, the Shelf Registration Statement, which Shelf Registration
Statement  (a)  shall be available for the sale of the Registrable Securities in
accordance  with  the  intended method or methods of distribution by the selling
Holders  thereof  and  (b) shall comply as to form in all material respects with
the  requirements  of  the  applicable form and include all financial statements
required  by  the  SEC  to  be  filed  therewith;


<PAGE>
     (3)  (a)  prepare  and  file  with  the  SEC  such amendments to such Shelf
Registration  Statement  as  may  be  reasonably  requested  by  any  Holder  of
Registrable  Securities  or  the  managing  underwriter(s), if any, or as may be
required by the Securities Act, the Exchange Act or by the rules, regulations or
instructions  applicable  to the registration form utilized by the Company or as
may  otherwise be necessary to keep such Shelf Registra-tion Statement effective
for  the  applicable  period;  (b)  cause  the Shelf Prospectus to be amended or
supplemented  as  may  be  reasonably  requested  by  any  Holder of Registrable
Securities  or the managing underwriter(s), if any, or as may be required by the
Securities  Act,  the  Exchange Act or by the rules, regulations or instructions
applicable  to the registration form utilized by the Company or as may otherwise
be  necessary  to  keep  such  Shelf  Registra-tion  Statement effective for the
applicable  period; (c) cause the Shelf Prospectus as so amended or supplemented
to  be  filed  pursuant to Rule 424 (or any successor rule) under the Securities
Act;  (d)  respond  as promptly as practicable to any comments received from the
SEC  with  respect to the Shelf Registration Statement or any amendment thereto;
and  (e)  comply  with  the provisions of the Securities Act with respect to the
disposition  of  all  securities  covered  by  such Shelf Registration Statement
during  the  applicable period in accordance with the intended method or methods
of  distribution  by  the  selling  Holders  thereof;

     (4)     promptly  notify  the selling Holders of Registrable Securities and
the  managing  underwriter(s),  if  any,  and  if  requested by any such Person,
confirm  such  advice  in  writing:

     (a)     of  the  filing  of  the  Shelf Prospectus or any supplement to the
Shelf  Prospectus  and  of the effectiveness of the Shelf Registration Statement
and/or  any  post-effective  amendment,

     (b)     of  any  request  by  the  SEC for amendments or supplements to the
Shelf  Registration  Statement  or  the  Shelf  Prospectus  or  for  additional
information,

     (c)     of  the  issuance  by  the  SEC  of  any  stop order suspending the
effectiveness  of  the  Shelf  Registration  Statement  or the initiation of any
proceedings  for  that  purpose,

     (d)     of  the  Company's  becoming  aware  at  any  time  that  the
representations  and warranties of the Company contemplated by paragraph (xv)(a)
below  have  ceased  to  be  true  and  correct,

     (e)     of  the  receipt by the Company of any notification with respect to
the  suspension  of  the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threat of any proceeding for such purpose,
and

     (f)     of  the  existence  of  any  fact  which,  to  the knowledge of the
Company,  results  in  the Shelf Registration Statement, the Shelf Prospectus or
any document incorporated therein by reference containing an untrue statement of
material fact or omitting to state a material fact required to be stated therein
or  necessary  to  make  the  statements  therein  not  misleading;

          (5)     make  every  reasonable effort to obtain the withdrawal of any
order  suspending  the  effectiveness of the Shelf Registration Statement or any
qualification referred to in paragraph (iii)(e) at the earliest possible moment;


<PAGE>
     (6)     if  reasonably  requested  by  the  managing  underwriter(s) or the
Required  Holders  of  Registrable  Securities  being sold in connection with an
underwritten  offering,  immediately  incorporate  in  a supplement to the Shelf
Prospectus  or post-effective amendment to the Shelf Registration Statement such
information  as  the  managing  underwriter(s)  or  the  Required Holders of the
Registrable  Securities  being  sold reasonably request to have included therein
relating  to  the  plan  of  distribution  with  respect  to  such  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
amount  of  Registrable Securities being sold to such underwriters, the purchase
price  being  paid  therefor  by  such  underwriters  and any other terms of the
underwritten  (or  best-efforts  underwritten)  offering  of  the  Registrable
Securities  to  be  sold in such offering; and make all required filings of such
supplement  to  the  Shelf  Prospectus  or post-effective amendment to the Shelf
Registration  Statement as soon as notified of the matters to be incorporated in
such supplement to the Shelf Prospectus or post-effective amendment to the Shelf
Registration  Statement;

     (7) at the request of any selling Holder of Registrable Securities, furnish
to  such selling Holder of Registrable Securities and each managing underwriter,
if  any,  without  charge,  at  least  one signed copy of the Shelf Registration
Statement  and  any  post-effective  amendment  thereto,  including  financial
statements  and  schedules,  all documents incorporated therein by reference and
all  exhibits  (including  those  incorporated  by  reference);

     (8)  deliver  to  each  Holder  of  Registrable Securities and the managing
underwriter(s), if any, without charge, as many copies of the Shelf Registration
Statement,  each  Shelf  Prospectus  and any amendment or supplement thereto (in
each  case  including  all  exhibits),  as  such Persons may reasonably request,
together with all documents incorporated by reference in such Shelf Registration
Statement  or  Shelf Prospectus, and such other documents as such selling Holder
may  reasonably  request  in  order  to  facilitate  the  disposition  of  its
Registrable  Securities; the Company consents to the use of the Shelf Prospectus
and  any  amendment  or  supplement  thereto  by each such Holder of Registrable
Securities  and  the underwriter(s), if any, in connection with the offering and
sale of the  Registrable Securities covered by the Shelf Prospectus or amendment
or  supplement  thereto;

     (9)  prior  to  the  time  the  Shelf  Registration  Statement  is declared
effective  by  the  SEC,  register  or  qualify  the  Registrable  Securities or
reasonably  cooperate  with the selling Holders, the underwriter(s), if any, and
their respective counsel in connection with the registration or qualification of
such  Registrable Securities for offer and sale under the securities or blue sky
laws  of such jurisdictions as any selling Holder or managing underwriter(s), if
any,  reasonably  request(s),  keep  each  such  registration  or  qualification
effective  during the period such Shelf Registration Statement is required to be
kept  effective, and do any and all other acts or things necessary to enable the
disposition  in such jurisdic-tions of the Registrable Securities covered by the
Shelf  Registration  Statement;


<PAGE>
     (10)     cooperate  with  the selling Holders of Registrable Securities and
the  managing  underwriter(s),  if any, to facilitate the timely preparation and
delivery  of certificates representing Registrable Securities to be sold and not
bearing  any  legends  restricting  the  transfer  thereof;  and  enable  such
Registrable  Securities to be in such denominations and registered in such names
as  the  selling  Holders  or  the managing underwriters, if any, may request at
least  two  Business  Days  prior  to  any  sale  of  Registrable  Securities;

     (11)  use  its  best efforts to cause the Registrable Securities covered by
the  Shelf  Registration  Statement  to  be  registered with or approved by such
United  States,  state  and local governmental agencies or authorities as may be
necessary  to  enable the seller or sellers thereof or the underwriters, if any,
to  consummate  the  disposition  of  such  Registrable  Securities;

     (12)  if  any fact contemplated by paragraph (iv)(b) or (iv)(f) above shall
exist,  promptly  notify each Holder on whose behalf Registrable Securities have
been registered and promptly prepare and furnish to such Holders a supplement or
post-effective  amendment  to  the  Shelf  Registration Statement or the related
Shelf  Prospectus or any document incorporated therein by reference and promptly
file  any  other  required  document  so  that,  as  thereafter delivered to the
purchasers  of  the  Registrable  Securities,  neither  the  Shelf  Registration
Statement  nor  the  Shelf  Prospectus  will  contain  an  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;

          (13)  if  requested  by  the  Required  Holders  of  the  Registrable
Securities  or  by  the  managing  underwriter(s), if any, cause all Registrable
Securities  covered by the Shelf Registration Statement to be (a) listed on each
securities exchange on which securities of the same class are then listed or (b)
admitted for trading in any inter-dealer quotation system on which securities of
the  same  class  are  then  traded;

     (14)  not  later  than  the  effective  date  of  the  Shelf  Registration
Statement,  provide a CUSIP number for all Registrable Securities covered by the
Shelf  Registration  Statement  and  provide  the applicable transfer agent with
printed  certificates  for  such  Registrable  Securities  which  are  in a form
eligible  for  deposit  with  Depository  Trust  Company;

     (15)     enter into agreements (including underwriting agreements) and take
all  other reasonable actions in order to expedite or facilitate the disposition
of  such  Registrable  Securities  and  in  such connection, except as otherwise
provided,  whether  or not an underwriting agreement is entered into and whether
or  not  the  registration  is  an  underwritten  registration:

     (a)     make  such  representations  and  warranties to the Holders selling
such  Registrable  Securities and, in connection with any underwritten offering,
to  the  underwriters,  in  form, substance and scope as are customarily made by
issuers  to  underwriters  in  similar  underwritten  offerings;


<PAGE>
     (b)     obtain  opinions  of  counsel  to  the  Company and updates thereof
addressed  to  each  selling  Holder  and the underwriters, if any, covering the
matters  customarily  covered  in  opinions  requested  in  similar underwritten
offerings  and such other matters as may be reasonably requested by such Holders
and  underwriters,  which  counsel and opinions shall be reasonably satisfactory
(in  form,  scope  and  substance) to the managing underwriters, if any, and the
Required  Holders  of  such  Registrable  Securities;

     (c)     in  connection  with any underwritten offering, to obtain so-called
"cold  comfort"  letters  and  updates  thereof  from  the Company's independent
certified  public  accountants  addressed  to the selling Holders of Registrable
Securities  and  the  underwriters, if any, such letters to be in customary form
and  covering matters of the type customarily covered in "cold  comfort" letters
to  underwriters  in  connection  with  similar  underwritten  offerings;

     (d)     if an underwriting agreement is entered into, cause the same to set
forth  in full the indemnification and contribution provisions and procedures of
Section 6 (or such other substantially similar pro-visions and procedures as the
underwriters  shall  reasonably  request)  with  respect  to  all  parties to be
indemnified  pursuant  to  said  Section  6;  and

     (e)     deliver  such  documents  and  certificates  as  may  reasonably be
requested  by  the Required Holders of the Registrable Securities being sold, or
the  managing underwriter(s), if any, to evidence compliance with this paragraph
(xiv)  and with any customary conditions contained in the underwriting agreement
or  other  agreement  entered  into  by  the  Company;

the  foregoing  to  be  done upon each closing under any underwriting or similar
agreement  as and to the extent required thereunder and from time to time as may
reasonably  be  requested  by  any  selling  Holder of Registrable Securities in
connection with the disposition of Registrable Securities pursuant to such Shelf
Registration  Statement,  all  in  a  manner  consistent with customary industry
practice;

     (16)     upon  execution and delivery of such confidentiality agreements as
the  Company  may  reasonably  request,  make  available  to  the Holders of the
Registrable  Securities  being  sold,  any  underwriter  participating  in  any
disposition  pursuant  to such Shelf Registration Statement, and any attorney or
accountant  retained  by  such  Holders  or underwriter, all financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,  directors  and  employees  to  supply all information
reasonably  requested by any such Holder, underwriter, attorney or accountant in
connection with the registration, at such time or times as the Person requesting
such  information  shall  reasonably  determine;


<PAGE>
     (17)     otherwise  use its best efforts to comply with the Securities Act,
the  Exchange  Act,  all  applicable  rules  and  regulations of the SEC and all
applicable  state blue sky and other securities laws, rules and regulations, and
make  generally  available  to  its security holders, as soon as practicable, an
earnings  statement satisfying the provisions of Section 11(a) of the Securities
Act;

          (18)     cooperate  and assist in any filings required to be made with
the  NASD  and  in  the  performance  of  any due diligence investigation by any
underwriter  (including any "qualified independent underwriter" that is required
to  be  retained  in accordance with the rules and regulations of the NASD); and

     (19)     prior  to  the  filing of any document which is being prepared for
incorporation  by  reference  into the Registration Statement or the Prospectus,
upon  receipt  of  such confidentiality agreements as the Company may reasonably
request,  provide  copies  of such document to counsel to the selling Holders of
Registrable Securities, and to the managing underwriter(s), if any, and make the
Company's  representatives  available  for  discussion  of  such  document.

     iii)     Covenants  of  Holders.  In  connection with and as a condition to
the  Company's  obligations  with  respect  to  the Shelf Registration Statement
pursuant  to  this  Section  3,  each Holder covenants and agrees that (i)  upon
receipt  of  any  notice  from  the Company contemplated by Section 3(b)(iv) (in
respect  of  the  occurrence  of  an event contemplated by clause (f) of Section
3(b)(iv)),  such  Holder  shall  not  offer  or  sell any Registrable Securities
pursuant  to  the Shelf Registration Statement until such Holder receives copies
of  the  supplemented  or  amended  Shelf  Prospectus  contemplated  by  Section
3(b)(xii)  hereof  and  receives  notice  that  any post-effective amendment has
become  effective,  and, if so directed by the Company, such Holder will deliver
to  the  Company  (at  the expense of the Company) all copies in its possession,
other  than permanent file copies then in such Holder's possession, of the Shelf
Prospectus  as  amended  or  supplemented at the time of receipt of such notice;
(ii)  such Holder and any of its officers, directors or affiliates, if any, will
comply  with  the  provisions  of Rule 10b-6 and 10b-7 under the Exchange Act as
applicable  to  them in connection with sales of Registrable Securities pursuant
to  the  Shelf  Registration  Statement;  and  (iii)  such Holder and any of its
officers,  directors  or  affiliates,  if  any,  will comply with the prospectus
delivery  requirements of the Securities Act as applicable to them in connection
with  sales  of  Registrable  Securities  pursuant  to  the  Shelf  Registration
Statement.

     iv)  Mechanics  of Shelf Registration.  Each registration effected pursuant
to  this  Section  3  shall  be  effected  by the filing of a Shelf Registration
State-ment  on Form S-1 or Form S-3 (provided that if Form S-3 is used the Shelf
Prospectus  shall  contain  the  information that would have been required to be
included therein had Form S-1 been used), unless the use of a different form has
been  agreed upon in writing by the Required Holders; provided, however, that if
the  intended  method  of  disposition  by  the  requesting  Holders is to be an
underwritten  offering,  the  Company  shall  use  such  form  of  Registration
Statement  as  is  acceptable  to  the  underwriter(s).  Whenever a registration
requested  by  one  or  more  Holders  pursuant  to  this  Section  3  is for an
underwritten  offering,  only Registrable Securities which are to be distributed
by  the  underwriters  may be included in such registration, without the written
consent  of  the  Required  Holders.

     v)  Blackout Period.  The Company shall be entitled to elect that the Shelf
Registration  Statement  not be usable, for a reasonable period of time, but not
in  excess  of  30 days (a "Blackout Period"), if the Company determines in good
faith  that  the registration and distribution of Registrable Securities (or the
use  of  the  Shelf  Registration  Statement  or related Shelf Prospectus) would
interfere  with  any  pending  material  financing,  acquisition  or  corporate
reorganization  or  similar  transaction  involving  the  Company  or any of its
subsidiaries  because it would require premature disclosure thereof and promptly
gives  the  Holders  of  Registrable  Securities  written  notice  of  such
determination,  containing  a  general  statement  of  the  reasons  for  such
postponement  or  restriction  on  use  and  an approximation of the anticipated
delay;  provided,  however,  that  the  aggregate number of days included in all
Blackout  Periods  during any consecutive 12 months shall not exceed 60 days and
no  financing, acquisition or corporate reorganization that is the basis for any
Blackout  Period  may be the basis for any subsequent Blackout Period; provided,
further  however,  that  no  Blackout Period shall be effective, and the Company
shall  not  engage  in  any  material  financing,  acquisition  or  corporate
reorganization  or  similar  transaction  involving  the  Company  or any of its
subsidiaries,  at  any time prior to the date that is 60 days following the date
on  which  the  Shelf  Registration  Statement is declared effective by the SEC.

     vi)     Holdback  Agreement.  Subject  to  the  provisions of this sentence
becoming effective in accordance with the immediately following sentence, if (i)
the  Company  shall file a registration statement (other than in connection with
the  registration  of  securities issuable pursuant to an employee stock option,
stock  purchase  or  similar  plan  or pursuant to a merger, exchange offer or a
transaction  of the type specified in Rule 145(a) under the Securities Act) with
respect  to its Common Stock and (ii) with reasonable prior notice, the managing
underwriter  or  underwriters  advises the Company in writing (in which case the
Company  shall  notify  the  Holders)  that  a  public  sale  or distribution of
Registrable Securities would adversely impact such offering, then each Holder of
Registrable  Securities  shall,  to  the extent not inconsistent with applicable
law,  refrain  from  effecting  any  public  sale or distribution of Registrable
Securities  during  the  10-day  period  prior  to, and during the 90-day period
beginning on, the effective date of such registration statement.  The provisions
set forth in the preceding sentence shall not become effective until the Company
shall  have  entered  into agreements with the holders of at least two-thirds of
the  shares  entitled  to registration rights pursuant to the World Registration
Rights  Agreement providing that (i) such holders agree to waive any priority to
which  they  are  entitled  over the  Holders in connection with the exercise of
incidental or piggyback registration rights and instead agree that in connection
with  any  reductions  in  the shares entitled to participate in an underwritten
offering such holders under the World Registration Rights Agreement, the Holders
and  any  other holders entitled to an equal priority with the Holders will bear
such  reductions  on a pro rata basis based on the number of shares held by each
such  Person,  and  (ii)  such holders agree to a holdback agreement on terms no
less  favorable  to  the  Company  than  set  forth  in  the preceding sentence.

     (g)     Liquidated  Damages.  The parties hereto acknowledge and agree that
in the event the Company fails to file the Shelf Registration Statement with the
SEC  on  or  before  the  date it is required to do so under Section 3(a) or the
Company fails use its best efforts to cause such Shelf Registration Statement to
be  declared  effective  by the SEC on or before the 30th calendar day following
the date of filing of the Shelf Registration Statement as required under Section
3(a),  the  holders  of  Registrable  Securities  will  suffer  damages that are
substantial  but  difficult  or  impracticable  to  ascertain.  Accordingly, the
Company hereby agrees that in the event that the Company fails to file the Shelf
Registration  Statement  with the SEC on or before the date it is required to do
so  under  Section  3(a) or the Company fails use its best efforts to cause such
Shelf  Registration  Statement  to be declared effective by the SEC on or before
the  30th  calendar  day  following the date of filing of the Shelf Registration
Statement  as  required  under  Section 3(a), in addition and not in lieu of any
right  or  remedy  available  to  the  Holders  under  this  Agreement  or under
applicable  law,  the Company shall pay to the Holders of Registrable Securities
the  amount  of  $1000,  such  amount  to  be  increased  by  $1000 for each day
thereafter  that  such failure continues as liquidated damages for such failure,
and  the  Company acknowledges and agrees that any such amount, as so increased,
shall  constitute  a fair and reasonable measure of the damages suffered by such
Holders  as  a  result  of  such  failure.

     SECTION  4.  Registration  Expenses.


<PAGE>
     i)     All  expenses incident to the Company's performance of or compliance
with  its  obligations  under  this Agreement (excluding underwriting discounts,
selling  commissions  and  brokerage  fees,  which  will  be paid by the selling
Holders)  will  be  paid  by  the  Company,  regardless  of  whether Registrable
Securities are sold pursuant to any Registration Statement or Shelf Registration
Statement,  including,  without  limitation:

     (1)     all  registration,  filing  and  listing  fees;

     (2)     fees  and  expenses  of compliance with securities or blue sky laws
(including,  without  limita-tion, the fees and disbursements of counsel for the
underwriters,  if  any, or selling Holders in connection with blue sky and state
securities  qualifications  of Registrable Securities and determination of their
eligibility  for investment under the laws of such jurisdictions as the managing
underwriter(s),  if  any,  or the Required Holders of the Registrable Securities
covered  by  such  Registration  Statement  or  Shelf Registration Statement may
reasonably  designate);

     (3)     printing  (including,  without  limitation, expenses of printing or
engraving  certificates  for  the  Registrable Securities in a form eligible for
deposit  with Depository Trust Company and of printing prospectuses), messenger,
telephone  and  delivery  expenses;

     (4)     fees  and  disbursements of counsel for the Company and, subject to
Section  4(b),  counsel  for  the selling Holders of the Registrable Securities;

     (5)     fees  and  disbursements  of  all  independent  certified  public
accountants  of  the Company (including, without limitation, the expenses of any
special audit and, in connection with any underwritten offering, "cold  comfort"
letters  required  by  or  incident  to  such  performance);

     (6)     Securities  Act liability insurance if the Company so desires or if
the  managing  underwriters,  if  any,  so  require(s);

     (7)     fees  and  expenses  of  other  Persons (including special experts)
retained  by  the  Company;  and

     (8)  fees  and expenses associated with any NASD filing required to be made
in  connection  with any Registration Statement or Shelf Registration Statement,
including,  if  applicable,  the fees and expenses of any "qualified independent
underwriter"  (and  its  counsel)  that is required to be retained in accordance
with  the  rules  and  regulations  of  the  NASD.


<PAGE>
     The  Company  will,  in  any  event,  pay its internal expenses (including,
without  limitation,  all  salaries  and  expenses of its officers and employees
performing  legal  or  accounting  duties), the expense of any annual audit, the
fees  and  expenses incurred in connection with the listing of the securities to
be  registered on each securities exchange on which securities of the same class
are  then  listed  or  the  qualification  for  trading  of the securities to be
registered in each inter-dealer quotation system in which securities of the same
class  are  then  traded,  and  rating  agency  fees.

     ii)     In  connection  with  each  Registration  Statement  or  Shelf
Registration  Statement  required  hereunder,  the  Company  will  reimburse the
Holders of Registrable Securities being registered pursuant to such Registration
Statement  or  Shelf  Registration  Statement  for  the  reasonable  fees  and
disbursements of not more than one counsel chosen by the Required Holders of the
Registrable Securities being sold; the expense of any additional counsel for the
Holders  shall  be  paid  by  the  Holders.

     (c)     The term "Registration Expenses" shall mean the expenses payable by
the  Company  pursuant  to  the  provisions  of  this  Section  4.

     SECTION  5.  Conditions  to  Registration.

     Each  Holder's  right  to  have  Registrable  Securities  included  in  any
Registration  Statement  or Shelf Registration Statement filed by the Company in
accordance with the provisions of Section 2 or Section 3 shall be subject to the
following  conditions:

     i)     The  Holders  on  whose behalf such Registrable Securities are to be
included  shall  be required to furnish the  Company in a timely manner with all
information  required  by  the  applicable  rules  and  regulations  of  the SEC
concerning  the proposed method of sale or other disposition of such securities,
the  identity  of and compensation to be paid to any proposed underwriters to be
employed  in  connection  therewith,  and  such  other  information  as  may  be
reasonably  required  by  the  Company  properly  to  prepare  and  file  such
Registration  Statement  or  Shelf  Registration  Statement  in  accordance with
applicable  provisions  of  the  Securities  Act;

     ii)     If  any  such  Holder  desires  to  sell and distribute Registrable
Securities  over  a  period  of  time,  or from time to time, at then prevailing
market  prices,  then  any  such Holder shall execute and deliver to the Company
such  written undertakings as the Company and its counsel may reasonably require
in  order  to  assure full compliance with relevant provisions of the Securities
Act  and  the  Exchange  Act;

     iii)     In  the  case  of  any  registration  requested  pursuant  to  the
provisions of Section 2, the offering price for any Registrable Securities to be
so registered shall be no less than for any securities of the same class then to
be registered for sale for the account of the Company or other security holders,
unless  such Registrable Securities are to be offered from time to time based on
the  prevailing  market  price;


<PAGE>
     iv)     Upon receipt of any notice from the Company of the happening of any
event of the kind described in paragraph (xi) of Section 2(b) or paragraph (xii)
of  Section  3(b),  such  Holder  will  forthwith  discontinue  disposition  of
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  Prospectus  contemplated by such paragraph, or until it is advised
in writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by  reference in the Prospectus, and, if so directed by the Company, such Holder
will  deliver  to  the Company (at the Company's expense) all copies, other than
permanent  file  copies  then  in  such  Holder's  possession, of the Prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice;  and

     v)     In the case of any underwritten offering on behalf of the Holders of
Registrable  Securities, such Holders will enter into such agreements (including
underwriting  agreements  and  lock-up  agreements) as the managing underwriters
shall  reasonably  request  and  as  are  customary  in  similar  circumstances.

     SECTION  6.     Indemnification.


<PAGE>
     i)     Indemnification by the Company.  In the event of the registration of
any  Registrable Securities under the  Securities Act pursuant to the provisions
hereof,  the  Company  will  indemnify  and  hold  harmless  the  seller of such
Registrable Securities, its partners, directors, officers, employees and agents,
each underwriter, broker and dealer, if any, who participates in the offering or
sale of such securities, and each other Person, if any, who controls such seller
or  any  such underwriter, broker or dealer within the meaning of either Section
15  of  the  Securities  Act or Section 20 of the Exchange Act (each such Person
being  hereinafter  sometimes  referred  to as an "Indemnified Person", provided
that  for  purposes  of  clauses (b), (c) and (d) of this Section 6 "Indemnified
Person"  shall include the Company, its partners, directors, officers, employees
and  agents,  and  each other Person, if any who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act)  from  and  against  any  losses, claims, damages, liabilities or expenses,
joint  or several, to which such indemnified Person may become subject under the
Securities  Act,  the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out of or
are  based upon any untrue statement or alleged untrue statement of any material
fact contained or incorporated by reference in any Registration Statement, Shelf
Registration  Statement,  Prospectus  or  Shelf  Prospectus  or any amendment or
supplement  thereto, or any document incorporated by reference therein, or arise
out  of  or  are  based upon the omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not misleading, and will reimburse each such Indemnified Person for any
legal  or  other  expenses  reasonably  incurred  by  such Indemnified Person in
connection  with  investigating  or  defending  any  such  loss,  claim, damage,
liability  or  action; provided, however, that the Company will not be liable in
any  such  case to the extent that any such loss, claim, damage or liability (i)
arises  out  of or is based upon an untrue statement or alleged untrue statement
or  omission  or  alleged  omission  made  or  incorporated  by reference in the
Registration  Statement,  Shelf  Registration  Statement,  Prospectus  or  Shelf
Prospectus  or  any  amendment  or  supplement  thereto, in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Person  for  use  in  preparation  thereof  or (ii) arises out of the use of any
Prospectus  or  Shelf  Prospectus  by an Indemnified Party after the Company has
provided  such  Indemnified  Party with the notice and supplement referred to in
Section  2(b)(xi) or Section 3(b)(xii) if such Prospectus or Shelf Prospectus is
the  subject  of  such  notice.  Such  indemnity  shall remain in full force and
effect  regardless of any investigation made by or on behalf of such Indemnified
Person  and  shall  survive  the transfer of such Registrable Securities by such
seller.

          ii)     Indemnification  by Holders of Registrable Securities.  In the
event of the registration of any Registrable Securities under the Securities Act
pursuant  to the provisions hereof, each Holder on whose behalf such Registrable
Securities  shall have been registered will indemnify and hold harmless each and
every  Indemnified  Person  against  any losses, claims, damages or liabilities,
joint  or several, to which such Indemnified Person may become subject under the
Securities  Act,  the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out of or
are  based  upon  any untrue statement or alleged untrue statement of a material
fact contained or incorporated by reference in any Registration Statement, Shelf
Registration  Statement,  Prospectus  or  Shelf  Prospectus  or any amendment or
supplement  thereto  or any document incorporated by reference therein, or arise
out  of  or  are  based upon the omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  which untrue statement or alleged untrue statement or
omission  or  alleged omission has been made or incorporated therein in reliance
upon and in conformity with written information furnished to the Company by such
Holder  specifically stating that it is for use in preparation thereof, and will
reimburse  each  such  Indemnified  Person  for  any  legal  and  other expenses
reasonably  incurred by such Indemnified Person in connection with investigating
or  defending  any  such  loss,  claim,  damage,  liability or action; provided,
however,  that  the  liability  of each Holder hereunder shall be limited to the
proceeds received by such Holder from the sale of Registrable Securities covered
by  such  Registration  Statement  or  Shelf  Registration  Statement.

     iii)     Procedure.  Promptly  after  receipt  by  an Indemnified Person of
notice  of  the  commencement  of  any  action  (including  any  governmental
investigation  or  inquiry),  such  Indemnified Person will, if such Indemnified
Person  intends to make a claim in respect thereof against the party agreeing to
indemnify such Indemnified Person pursuant to paragraphs (a) or (b) hereof (each
such  Person  being  hereinafter  referred to as an "Indemnifying Person"), give
written  notice to such Indemnifying Person of the commencement thereof, but the
omission so to notify the Indemnifying Person shall not relieve the Indemnifying
Person  from any of its obligations pursuant to the provisions of this Section 6
except to the extent that the Indemnifying Person is actually prejudiced by such
failure  to  give  notice.  In  case  any  such  action  is  brought against any
Indemnified  Person  and  it notifies an Indemnifying Person of the commencement
thereof, the Indemnifying Person shall be entitled to participate in, and to the
extent  that  it  may wish, jointly with any other Indemnifying Person similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such  Indemnified  Person, and after notice from the Indemnifying Person to such
Indemnified  Person,  the  Indemnifying  Person shall not, except as hereinafter
provided,  be  responsible for any legal or other expenses subsequently incurred
by  such  Indemnified  Person  in  connection  with  the  defense  thereof.  No
Indemnifying  Person  will  consent  to  entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff  to  such  Indemnified Person of a release from all
liability  in  respect  of  such  claim  or  litigation.


<PAGE>
     Such  Indemnified Person shall have the right to employ separate counsel in
any  such  action  and  to  participate in the defense thereof, but the fees and
expenses  of such counsel shall be the expense of such Indemnified Person unless
(a)  the Indemnifying Person has agreed to pay such fees and expenses or (b) the
Indemnifying  Person  shall  have failed to assume the defense of such action or
proceeding  or  has  failed  to  employ  counsel reasonably satisfactory to such
Indemnified  Person in any such action or proceeding or (c) the named parties to
any  such  action  or  proceeding (including any impleaded parties) include both
such  Indemnified Person and the Indemnifying Person and such Indemnified Person
shall  have  been  advised by counsel that representation of both parties by the
same  counsel  would  be  inappropriate  due  to  actual  or  potential material
differing  interests  between  them  (in  which case, if such Indemnified Person
notifies  the  Indemnifying  Person in writing that it elects to employ separate
counsel at the expense of the Indemnifying Person, the Indemnifying Person shall
not  have the right to assume the defense of such action or proceeding on behalf
of  such  Indemnified  Person).  The Indemnifying Person shall not be liable for
any  settlement  of  any  such action or proceeding effected without its written
consent,  which  consent  shall  not  unreasonably  be  withheld,  delayed  or
conditioned,  but  if  settled  with its written consent, or if there is a final
judgment  for the plaintiff in any such action or proceeding, the Company agrees
to  indemnify  and  hold  harmless such Indemnified Persons from and against any
loss  or  liability  by  reason  of  such  settlement  or  judgment.

     iv)     Contribution.  If  the indemnification provided for in this Section
6  is  unavailable  to  a party that would have been an Indemnified Person under
this  Section  6  in  respect  of  any  losses,  claims, damages, liabilities or
expenses  (or  actions  in  respect thereof) referred to herein, then each party
that  would  have  been  an  Indemnifying  Person  thereunder  shall, in lieu of
indemnifying  such  Indemnified Person, contribute to the amount paid or payable
by  such  Indemnified  Person  as  a  result  of  such  losses, claims, damages,
liabilities or expenses (or actions in respect thereof) in such proportion as is
appropriate  to reflect the relative fault of the Indemnifying Person on the one
hand and the Indemnified Person on the other in connection with the statement or
omission which resulted in such losses, claims, damages, liabilities or expenses
(or  actions  in  respect  thereof),  as  well  as  any other relevant equitable
considerations.  The  relative  fault shall be determined by reference to, among
other  things, whether the untrue or alleged untrue statement of a material fact
or  the  omission  or alleged omission of a material fact relates to information
supplied  by  the Indemnifying Person or the Indemnified Person and the parties'
relative  intent, knowledge, access to information and opportunity to correct or
prevent  such statement or omission.  The amount paid or payable by a party as a
result  of  the  losses,  claims,  damages, liabilities and expenses referred to
above  shall  be  deemed  to  include,  subject  to the limitations set forth in
Section  6(c),  any  legal or other fees or expenses reasonably incurred by such
party  in  connection  with the investigation or defense of any action or claim.
The  Company  and each Holder of Registrable Securities agrees that it would not
be just and equitable if contribution pursuant to this Section 6 were determined
by  pro rata allocation or by any other method of allocation which does not take
account  of  the  equitable  considerations  referred  to  in  this  Section  6.
Notwithstanding  the  provisions  of this Section 6(d), no Holder of Registrable
Securities shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by it exceeds the
amount  of  any  damages which such Holder has otherwise been required to pay by
reason  of  such  untrue  or  alleged  untrue  statement  or omission or alleged
omission.


<PAGE>
     No  Person  guilty  of  fraudulent misrepresentation (within the meaning of
Section  11(f) of the Securities Act) shall be entitled to contribution from any
Person  who  was  not  guilty  of  such  fraudulent  misrepresentation.

     Indemnification or, if appropriate, contribution, similar to that specified
in  the  preceding provisions of this Section 6 (with appropriate modifications)
shall  be  given  by  the Company and each seller of Registrable Securities with
respect  to  any required registration or other qualification of such securities
under  any  federal  or  state law or regulation or governmental authority other
than  the  Securities  Act.

     In  the  event of any underwritten offering of Registrable Securities under
the  Securities  Act  pursuant  to the provisions of Section 2 or Section 3, the
Company  and  each Holder on whose behalf such Registrable Securities shall have
been registered agree to enter into an underwriting agreement, in standard form,
with  the  underwriters,  which  underwriting  agreement  may contain additional
provisions  with  respect  to  indemnification and contribution in lieu thereof.

     SECTION  7.  Exchange  Act  Registration;  Rule  144  Reporting.

     The  Company  covenants  and  agrees that until such time as the Holders no
longer  hold  any  Registrable  Securities  it  will:

          i)     if  required  by  law,  maintain  an  effective  registration
statement  (containing  such information and documents as the SEC shall specify)
with  respect  to  the  Common  Stock  of the Company under Section 12(g) of the
Exchange  Act;

     ii)     make  and  keep  public  information  available, as those terms are
understood  and defined in Rule 144 under the Securities Act, at all times after
the  effective  date  that  the  Company  becomes  subject  to  the  reporting
requirements  of  the  Securities  Act  or the Exchange Act (even if the Company
subsequently  ceases  to  be  subject  to  such  reporting  requirements);

     -iii)     file  with  the  SEC in a timely manner all reports and documents
required  of  the  Company  under  the  Securities  Act  and  the  Exchange Act;

     iv)     furnish to any Holder promptly upon request (i) a written statement
by  the Company as to its compliance with the reporting requirements of Rule 144
(and  any similar or successor rules) and of the Securities Act and the Exchange
Act,  (ii)  a  copy of the most recent annual or quarterly report of the Company
(beginning  after  the  Company becomes subject to such reporting requirements),
and  (iii) such other reports and documents of the Company and other information
in  the possession of or reasonably attainable by the Company as such Holder may
reasonably  request  in  availing  itself  of  any rule or regulation of the SEC
allowing  such  Holder  to  sell  any  such securities without registration; and


<PAGE>
     v)     take such further action as any Holder of Registrable Securities may
from  time  to time reasonably request to enable such Holder to sell Registrable
Securities  without  registration under the Securities Act within the limitation
of  the  exemptions  provided  by (i) Rule 144 under the Securities Act, as such
rule  may  be  amended from time to time, or (ii) any similar rule or regulation
hereafter  adopted  by  the  SEC.

     The Company represents and warrants that such registration statement or any
information,  document  or  report filed with the SEC in connection therewith or
any  information  so  made  public  shall  not contain any untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements contained therein not misleading.  The
Company  agrees to indemnify and hold harmless (or to the extent the same is not
enforceable,  make  contribution  to)  the  Holders,  their  partners, officers,
directors,  employees and agents, each broker, dealer or underwriter (within the
meaning  of  the  Securities  Act)  acting for any Holder in connection with any
offering  or  sale  by  such  Holder  of  Registrable  Securities  or any Person
controlling  (within  the  meaning of either Section 15 of the Securities Act or
Section  20  of  the  Exchange  Act)  such Holder and any such broker, dealer or
underwriter  from  and against any and  all losses, claims, damages, liabilities
or expenses (or actions in respect thereof) arising out of or resulting from any
breach  of the foregoing representation or warranty, all on terms and conditions
comparable  to  those  set  forth  in  Section  6.

     SECTION  8.  Limitation  on  Registration  Rights  of  Others.

     The Company represents and warrants that, except as set forth on Schedule I
to  this  Agreement,  it  has  not granted to any Person the right to request or
require  the  Company  to  register  any  securities issued by the Company.  The
Company  covenants  and agrees that after the date hereof, so long as any Holder
holds  any  Warrant  Securities,  the  Company will not, directly or indirectly,
grant  to  any Person (except as provided in Section 3(a) hereof) or agree to or
otherwise  become  obligated  in  respect  of  (a)  any  registration  rights of
securities  of  the  Company  upon the demand of any Person (including any shelf
registration)  without the prior written consent of the Required Holders; or (b)
rights of registration in the nature or substantially in the nature of those set
forth  in Section 2 unless such rights are expressly subject and subordinated to
the  rights of registration of the Holders pursuant to Section 2 hereof on terms
reasonably  satisfactory  to  the  Required  Holders.

     SECTION  9.  Mergers,  etc.


<PAGE>
     In  addition  to  any  other  restrictions  on  mergers, consolidations and
reorganizations  contained  in the Credit Agreement, the Warrant Agreement or in
the  certificate  of  incorporation,  by-laws  or agreements of the Company, the
Company  covenants  and  agrees that it shall not, directly or indirectly, enter
into  any merger, consolidation or reorganization in which the Company shall not
be  the  surviving  corporation  and in which the Holders shall not have had the
right to receive cash for all their Registrable Securities, unless the surviving
corporation  shall, prior to such merger, consolidation or reorganization, agree
in  a  writing satisfactory in form, scope and substance to the Required Holders
to  assume  the  obligations  of  the Company under this Agreement, and for such
purpose  references  hereunder  to  "Registrable  Securities" shall be deemed to
include  the  securities  which  such  Holders  would  be entitled to receive in
exchange  for  Registrable Securities pursuant to any such merger, consolidation
or  reorganization.

     If, and as often as, there are any changes in the Registrable Securities by
way  of  stock  split, stock dividend, combination or classification, or through
merger,  consolidation,  reorganization  or  recapitalization,  or  by any other
means,  appropriate adjustments shall be made in the provisions hereof as may be
required,  so  that the rights and privileges granted hereby shall continue with
respect  to  the  Registrable  Securities  as  so  changed.

     SECTION  10.  Notices,  etc.

     All  notices,  consents,  approvals,  agreements  and  other communications
provided  hereunder  shall  be  in  writing or by telex or telecopy and shall be
sufficiently given to the Purchaser, the Holders and the Company if addressed or
delivered  to  them  at  the  following  addresses:

If  to  the  Purchaser:     ING  Capital
                            135  East  57th  Street
                            New  York,  New  York  10022
                            Attention:  Chief  Credit  Officer
                            Telecopier  No.:  (212)  750-8935

with  copies  to:           ING  Capital  LLC
                            Acquisition  Finance  Group
                            333  South  Grand  Avenue,  Suite  4200
                            Los  Angeles,  California  90071
                            Attention:  Steven  G.  Fleenor
                            Telecopier  No.:  (213)  346-3991

and  a  copy  to:          King  &  Spalding
                           191  Peachtree  Street
                           Atlanta,  Georgia  30303-1763
                           Attention:  Hector  E.  Llorens,  Jr.,  Esq.
                           Telecopier  No.:  (404)  572-5100

     If  to  any  other    At  its  last  known  address  appearing
     Holder:               on the books of the Company maintained for such
                           purpose

If  to  the  Company:     Creative  Host  Services,  Inc.
                          16955  Via  Del  Campo,  Suite  110
                          San  Diego,  California  92127
                          Attention:  Sayed  Ali
                          Telecopier  No.:  (858)  675-7720

or  at  such  other  address  as  any  party may designate to any other party by
written  notice.  All  such  notices  and communications shall be deemed to have
been  duly  given:  (i)  at the time delivered by hand, if personally delivered,
(ii)  when  received,  if  deposited  in  the  mail, postage prepaid, (iii) when
transmission  is  verified, if telecopied, and (iv) on the next Business Day, if
timely  delivered  to  an  air  courier  guaranteeing  overnight  delivery.

     SECTION  11.  Entire  Agreement.

     The  parties  hereto  agree  that  this  Agreement  and  the  agreements
specifically  referred  to in Section 33 of the Warrant Agreement constitute the
entire agreement among the parties with respect to the subject matter hereof and
supersedes  all  prior  agreements  and  understandings  between them as to such
subject matter; and there are no restrictions, agreements, arrangements, oral or
written, between any or all of the parties relating to the subject matter hereof
which  are  not  fully  expressed  or  referred  to  herein  or  therein.


<PAGE>
     SECTION  12.  Waivers  and  Further  Agreements.

     Any  waiver  of any terms or conditions of this Agreement shall not operate
as a waiver of any other breach of such terms or conditions or any other term or
condition,  nor  shall  any failure to enforce any provision hereof operate as a
waiver  of  such  provision or of any other provision hereof; provided, however,
that  no  such  written waiver unless it by its own terms explicitly provides to
the  contrary, shall be construed to effect a continuing waiver of the provision
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom  such waiver is claimed in all other instances or for all other purposes to
require  full compliance with such provision.  Each of the parties hereto agrees
to  execute  all  such  further  instruments  and documents and to take all such
further  action  as  the  other  parties  may  reasonably  require  in  order to
effectuate  the  terms  and  purposes  of  this  Agreement.

     SECTION  13.  Amendments.

     This  Agreement  may  not  be  amended  nor  shall  any  waiver,  change,
modification,  consent  or  discharge  be  effected  except  by an instrument in
writing  executed  by  or  on  behalf  of  the  party  or  parties  against whom
enforcement of any amendment, waiver, change, modification, consent or discharge
is  sought;  provided,  however,  that any waiver sought from the Holders of any
provision  of this Agreement which affects the Holders generally, and any action
required to be taken by the Holders as a group pursuant to this Agreement, shall
be  given  or  taken  by  the Required Holders, and any such waiver or action so
given  or  taken  shall  be  binding on all Holders.  No failure or delay by any
party  in  exercising  any  right  or remedy hereunder shall operate as a waiver
thereof,  and a waiver of a particular right or remedy on one occasion shall not
be deemed a waiver of any other right or remedy or a waiver of the same right or
remedy  on  any  subsequent  occasion.

     SECTION  14.  Assignment;  Successors  and  Assigns.

     This  Agreement shall be binding upon and shall inure to the benefit of the
parties  hereto  and  their  respective heirs, executors, legal representatives,
successors  and  permitted  assigns, including, without limitation, any Holders,
from  time to time of the Registrable Securities.  Anything in this Agreement to
the contrary notwithstanding, the term "Holders" as used in this Agreement shall
be  deemed  to  include  the registered Holders from time to time of the Warrant
Securities.

     SECTION  15.  Severability.


<PAGE>
     If  any provision of this Agreement shall be held or deemed to be, or shall
in  fact  be, invalid, inoperative or unenforceable as applied to any particular
case  in  any  jurisdiction  or jurisdictions, or in all jurisdictions or in all
cases,  because  any provision conflicts with any constitution, statute, rule or
public  policy,  or  for  any other reason, such circumstance shall not have the
effect  of  rendering  the  provision  or  provisions  in  question,  invalid,
inoperative  or  unenforceable in any other jurisdiction or in any other case or
circumstance  or of rendering any other provision or provisions herein contained
invalid,  inoperative  or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute, rule or
public  policy,  but  this Agreement shall be reformed and construed in any such
jurisdiction or case  as if such invalid, inoperative or unenforceable provision
had  never been contained herein and such provision reformed so that it would be
valid,  operative  and  enforceable  to  the  maximum  extent  permitted in such
jurisdiction  or  in  such  case.

     SECTION  16.  Counterparts.

     This  Agreement  may be executed in two or more counterparts (each of which
need  not  be executed by each of the parties), each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument, and in pleading or proving any provision of this Agreement, it shall
not  be  necessary  to  produce  more  than  one  such  counterpart.

     SECTION  17.  Section  Headings.

     The  headings  contained  in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

     SECTION  18.  Gender;  Usage.

     Whenever  used  herein  the  singular  number shall include the plural, the
plural  shall  include the singular, and the use of any gender shall include all
genders.  The  words  "hereof,"  "herein"  and "hereunder," and words of similar
import, when used in this Agreement shall refer to this Agreement as a whole and
not  to  any  particular  provision  of  this  Agreement.

     SECTION  19.  Governing  Law.

     THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE  WITH  THE  LAWS OF THE STATE OF NEW YORK OTHER THAN THE CONFLICTS OF
LAWS  PRINCIPLES  THEREOF.

     SECTION  20.     Termination.

     The  rights  of  any  Holder under Sections 2 and 3 of this Agreement shall
terminate as to any Registrable Securities when such Registrable Securities have
been  effectively  registered  under  the  Securities Act and sold pursuant to a
Registration Statement or Shelf Registration Statement covering such Registrable
Securities.  The indemnification and contribution provisions of Sections 6 and 7
shall  survive  any  termination  of  this  Agreement.

     SECTION  21.     Expenses.


<PAGE>
     The  Company shall be obligated to pay to the Holders, on demand, all costs
and  expenses  (includ-ing,  without limitation, court costs and attorneys' fees
and  expenses  and interest to the extent permitted by applicable law on overdue
amounts)  paid  or  incurred  in  collecting any sums due from, or enforcing any
other  obligations  of,  the  Company.

     SECTION  22.     Specific  Performance.

     The Company recognizes that the rights of the Holders under this Agreement
are  unique  and,  accordingly,  the  Holders  shall,  in addition to such other
remedies  as may be available to any of them at law or in equity, have the right
to  enforce their rights hereunder by actions for injunctive relief and specific
performance  to  the  extent permitted by law.  The Company agrees that monetary
damages  would not be adequate compensation for any loss incurred by reason of a
breach  by it of the provisions of this Agreement and hereby agrees to waive the
defense  in  any  action  for specific performance that a remedy at law would be
adequate.  This  Agreement is not intended to limit or abridge any rights of the
Holders  which  may  exist  apart  from  this  Agreement.

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their  respective officers thereunto duly authorized as of the day
and  year  first  above  written.


CREATIVE  HOST  SERVICES,  INC.


By:  /s/ Sayed Ali
     ---------------
     Name:  Sayed Ali
     Title: President


ING  Capital  LLC


By:  /s/ Steven G. Fleenor
     ---------------------
    Steven  G.  Fleenor
    Managing  Director