<PAGE>

                                                                   EXHIBIT 10.43



                            STOCKHOLDERS AGREEMENT


                                 by and among


                         FS EQUITY PARTNERS III, L.P.

                    FS EQUITY PARTNERS INTERNATIONAL, L.P.,

                    THE NEW STOCKHOLDERS IDENTIFIED HEREIN,

                                      AND

                             AFC ENTERPRISES, INC.


                                March 18, 1998
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            Page
<S>                                                                         <C>
1.   Definitions...........................................................   1

2.   Transfer of Shares by FS Stockholder; Rights of Inclusion.............   3
     2.1    Right of Inclusion.............................................   3
     2.2    Third-Party Offer..............................................   3
     2.3    Allocation of Included Shares..................................   4
     2.4    Consummation...................................................   5
     2.5    Termination and Assignment.....................................   6

3.   Obligation to Sell Securities.........................................   6
     3.1    Sale Obligation................................................   6
     3.2    Termination and Assignment.....................................   7

4.   Restrictions on Transfers of Securities; Right of First Offer.........   7
     4.1    Transfer Restrictions..........................................   7
     4.2    Right of First Offer by New Stockholders.......................   8
     4.3    Charitable Organization........................................  10
     4.4    Termination and Assignment.....................................  11

5.   Registration Rights...................................................  11

6.   Other Agreements......................................................  11

7.   Copy of Agreement.....................................................  11

8.   Governing Law.........................................................  11

9.   Representations and Warranties........................................  12

10.  Merger Tax Treatment..................................................  12

11.  Amendment and Waiver; Successors......................................  12

12.  Interpretation........................................................  13

13.  Notices...............................................................  13

14.  Legends...............................................................  13
</TABLE>

                                       i

<PAGE>

                         TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
15.  Further Assurances....................................................  13

16.  Injunctive Relief; Disputes...........................................  14

17.  Severability..........................................................  14

18.  Entire Agreement......................................................  14

19.  Counterparts..........................................................  14


SCHEDULE 1

     New Stockholders...................................................... S-1

SCHEDULE 2

     Ownership of Company Common Stock
     by the FS Stockholder and the New Stockholders........................ S-2
</TABLE>

                                      ii

<PAGE>

                             STOCKHOLDERS AGREEMENT


     THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered into as
of March 18, 1998 by and among AFC Enterprises, Inc., a Minnesota corporation
(the "Company"), FS Equity Partners III, L.P., a Delaware limited partnership
("FSEP III"), FS Equity Partners International, L.P., a Delaware limited
partnership ("FSEP International," and collectively with FSEP III, the "FS
Stockholder"), and the new stockholders of the Company, as listed on Schedule 1
attached hereto (the "New Stockholders").

                                    RECITALS

     A.   On January 23, 1998, the Company, Seattle Coffee Company, a Washington
corporation ("SCC"), and the principal shareholders of SCC entered into an
Agreement and Plan of Merger (as amended, the "Merger Agreement") in which the
Company would acquire from the New Stockholders all of the capital stock of SCC
in exchange for a combination of cash and shares of common stock ("Common
Stock") of the Company and a wholly-owned subsidiary of the Company will merge
with SCC (the "Merger");

     B.   Pursuant to the terms of the Merger Agreement, each shareholder of SCC
may elect to receive the merger consideration in either cash or Common Stock;

     C.   The shareholders of SCC that intend to receive some or all of their
consideration in Common Stock, the FS Stockholder and the Company wish to enter
into the Agreement with respect to certain rights, obligations and restrictions
relating to the securities of the Company.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

          1.   Definitions.  As used in this Agreement, the following
               -----------
capitalized terms shall have the following meanings:

          Affiliate or Associate:  Such terms shall have the meanings given them
          ----------------------
pursuant to Rule 12b-2 of the General Rules and Regulations promulgated under
the Securities Exchange Act of 1934, as amended.

          Board:  The Board of Directors of the Company.
          -----
<PAGE>

          Common Stock:  The Common Stock, par value $.01 per share, of the
          ------------
Company.

          Initial Shares:  Shall mean the 20,970,814 shares of Common Stock
          --------------
issued and outstanding on the date hereof and held beneficially and of record by
the Stockholders as follows:



                                          INITIAL SHARES OF
              STOCKHOLDER                   COMMON STOCK
-----------------------------------------------------------------


FS Equity Partners III, L.P.                     18,259,483

FS Equity Partners International, L.P.              733,583

New Stockholders listed on Schedule 1        See Schedule 1


          New Stockholders: The former shareholders of SCC listed on Schedule 1
          ----------------                                           ----------
attached hereto who shall become stockholders of the Company pursuant to the
closing of the transactions contemplated in the SCC Merger Agreement.

          Permitted Transferee:  Subject to Section 4.1, Permitted Transferee
          --------------------
shall mean an Affiliate of a Stockholder or, with respect to any Stockholder who
is an individual, (i) such Stockholder's spouse or issue, (ii) a trust for their
or the Stockholder's benefit or, (iii) provided that the requirements of Section
4.3 are satisfied, a charitable remainder trust ("CRT") in which the sole
trustee is the Stockholder or Stockholder's spouse or issue, and the beneficiary
is an organization that qualifies for income, gift or estate tax charitable
deduction ("Charitable Organization") under the Internal Revenue Code of 1986,
as amended.

          Person:  Any individual, corporation, entity, partnership, joint
          ------
venture, association, joint-stock company, trust, unincorporated organization or
other entity.

          Public Offering:  A public offering of shares of Voting Securities of
          ---------------
the Company registered under the Securities Act, but shall not include an
offering registered on Form S-4 or Form S-8 (or any substitute form that is
adopted by the SEC), or an offering of Voting Securities in connection with a
sale of debt securities of the Company.  The term "Initial Public Offering"
shall mean an underwritten Public Offering of Voting Securities which results in
gross proceeds to the Company in excess of $25 million from the sale of Voting
Securities.

          SEC:  The Securities and Exchange Commission.
          ---

          Securities:  Shall mean (i) Voting Securities, (ii) all rights,
          ----------
options, warrants to purchase such Voting Securities or the securities described
in the following clause and (iii) all other securities or capital stock of any
type whatsoever, including, without limitation,

                                       2
<PAGE>

(A) preferred stock, debt securities and securities that are, or may become,
convertible into or exchangeable for, or that entitle the holder to purchase,
Voting Securities, (B) preferred stock and (C) debt securities. The term
Securities shall include all Securities now owned or hereafter acquired by any
of the Stockholders.

          Securities Act:  The Securities Act of 1933, as amended.
          --------------

          Stockholders:  The FS Stockholder and the New Stockholders.
          ------------

          Subsidiary:  With respect to any Person, a corporation or other entity
          ----------
of which shares of stock or other ownership interests having ordinary voting
power to elect a majority of the directors of such corporation, or other Persons
performing similar functions for such entity, are owned, directly or indirectly,
by such Person.

          Voting Securities:  All Securities of the Company which possess
          -----------------
general voting power to elect members of the Board; provided that Voting
Securities shall not include any options or warrants to purchase Voting
Securities.

          2.   Transfer of Shares by FS Stockholder; Rights of Inclusion.
               ---------------------------------------------------------

               2.1  Right of Inclusion.  The FS Stockholder agrees not to
                    ------------------
sell all or any portion of the shares of Common Stock it holds to any Person
(individually, a "Third Party" and, collectively, "Third Parties") unless each
of the New Stockholders is given an opportunity to sell to the Third Party such
number of shares of Common Stock owned by such New Stockholder as is determined
in accordance with Subsection 2.3 of this Section 2; provided, however, that the
                                                     --------  -------
New Stockholders shall have no rights pursuant to this Section 2 with respect to
sales or other transfers by the FS Stockholder of Common Stock to any Permitted
Transferee of the FS Stockholder; and provided further, that the rights of such
                                      -------- -------
New Stockholders pursuant to this Section 2 are subject to Section 10 of this
Agreement.

               2.2  Third-Party Offer.  Prior to the consummation of any sale of
                    -----------------
all or any portion of the shares of Common Stock held by the FS Stockholder to a
Third Party, the FS Stockholder shall cause each bona fide offer from such Third
Party to purchase such shares from the FS Stockholder (a "Third-Party Offer") to
be reduced to writing and shall send written notice of such Third-Party Offer
(the "Initial Offer Notice") to each of the New Stockholders.  Each Third-Party
Offer shall include an offer to purchase shares of Common Stock from the New
Stockholders in the amounts determined in accordance with Subsection 2.3 of this
Section 2, at the same time, at the same price and on the same terms as the sale
by the FS Stockholder to the Third Party, and according to the terms and
conditions of this Agreement.  The Initial Offer Notice shall be accompanied by
a true copy of the Third-Party Offer.  If such New Stockholder desires to accept
the offer contained in the Initial Offer Notice, such New Stockholder shall
furnish written notice to the FS Stockholder, within 20

                                       3
<PAGE>

days after its receipt of the Initial Offer Notice, indicating such New
Stockholder's irrevocable acceptance of the offer included in the Initial Offer
Notice and setting forth the maximum number of shares of Common Stock such New
Stockholder agrees to sell to the Third Party (the "Acceptance Notice"). If such
New Stockholder does not furnish an Acceptance Notice to the FS Stockholder in
accordance with these provisions by the end of such 20-day period, such New
Stockholder shall be deemed to have irrevocably rejected the offer contained in
the Initial Offer Notice. All shares of Common Stock set forth in the Acceptance
Notices of the New Stockholders together with the shares of Common Stock
proposed to be sold by the FS Stockholder to the Third Party are referred to
collectively as "All Offered Shares." Within three days after the date on which
the Third Party informs the FS Stockholder of the total number of shares of
Common Stock which such Third Party has agreed to purchase in accordance with
the terms specified in the Initial Offer Notice, the FS Stockholder shall send
written notice (the "Final Notice") to the participating New Stockholders
setting forth the number of shares of Common Stock each New Stockholder shall
sell to the Third Party as determined in accordance with Subsection 2.3 of this
Section 2, which number shall not exceed the maximum number specified by such
New Stockholder in its Acceptance Notice. Within five days after the date of the
Final Notice (or such shorter period as may reasonably be requested by the FS
Stockholder to facilitate the sale), each participating New Stockholder shall
furnish to the FS Stockholder (i) a written undertaking to deliver, upon the
consummation of the sale of Common Stock to the Third Party as indicated in the
Final Notice, the certificates representing the shares of Common Stock held by
such New Stockholder which will be transferred pursuant to such Third-Party
Offer (such shares shall be referred to herein as the "Included Shares") and
(ii) a limited power-of-attorney authorizing the FS Stockholder to transfer the
Included Shares pursuant to the terms of such Third-Party Offer. Each New
Stockholder shall be required to make representations and warranties in
connection with such transfer only with respect to its own authority to transfer
and its title to the shares of Common Stock transferred. In any such transaction
the Company will cooperate with all Stockholders to facilitate the transaction.

               2.3  Allocation of Included Shares.  The maximum number of shares
                    -----------------------------
of Common Stock that may be sold by FSEP III, FSEP International and each New
Stockholder and all other holders of Common Stock who have rights to participate
in sales of Common Stock by the FS Stockholder pursuant to written agreements by
and between the FS Stockholder and any such holder (the "Other Tag-Along Rights
Holders") in any sale governed by this Section 2 shall be (i) All Offered Shares
in the event the Third Party has agreed to purchase All Offered Shares and all
shares of Common Stock that the Other Tag-Along Rights Holders who have elected
to participate in such sale seek to include in such sale or (ii) such number of
shares of Common Stock equal to the product of (a) the total number of shares of
Common Stock which the Third Party has agreed to purchase times (b) a fraction,
the numerator of which is the total number of shares of Common Stock owned by
FSEP III, FSEP International, a New Stockholder or each Other Tag-Along Rights
Holder who has elected to participate in such sale, as the case may be, on the
date of the Final Notice and the

                                       4
<PAGE>

denominator of which is the total number of shares of Common Stock owned on the
date of the Final Notice by FSEP III, FSEP International, the New Stockholders
and the Other Tag-Along Rights Holders who have elected to participate in such
sale; provided, however, that, in the event FSEP III, FSEP International, the
      --------  -------
New Stockholders or any Other Tag-Along Rights Holder elects to sell a number of
shares of Common Stock which is less than the number of shares such holder could
sell pursuant to clause (ii) above, the shares of Common Stock that the others
of such holders can sell in such transaction shall be increased by an aggregate
amount equal to the number of shares which any of FSEP III, FSEP International,
the New Stockholders or any Other Tag-Along Rights Holder could have sold in
such transaction but chose not to sell, and any such increase shall be allocated
among such other holders on a pro rata basis based upon the total number of
shares of Common Stock owned on the date of the Final Notice by such other
holders.

               2.4  Consummation.  The FS Stockholder shall have 180 days from
                    ------------
the date of the Final Notice in which to sell to the Third Party the shares of
Common Stock owned by the FS Stockholder and the Included Shares of the New
Stockholders on terms which are not materially less favorable to the sellers of
shares of Common Stock than those specified in the applicable Initial Offer
Notice; provided, however, that in the event there is a decrease in the price to
        --------  -------
be paid by the Third Party for the shares of Common Stock to be sold from the
price set forth in the Initial Offer Notice, which decrease is acceptable to the
FS Stockholder, or other material change in terms which are less favorable to
the FS Stockholder, but which are acceptable to the FS Stockholder, the FS
Stockholder shall notify the participating New Stockholders of such decrease or
change in terms, and each of the participating New Stockholders shall have five
business days from the date of receipt of the notice of such decrease or change
in terms to reduce the number of shares of Common Stock it will sell to such
Third Party as previously indicated in the applicable Acceptance Notice and the
number of shares that all other participating stockholders (including Other Tag-
Along Rights Holders) may transfer shall be increased in accordance with the
provisions of Section 2.3.  The FS Stockholder shall act as agent for the New
Stockholders in connection with such sale and shall cause to be remitted to each
New Stockholder the total sales price of the Included Shares of such New
Stockholder sold pursuant thereto, which consideration shall be in the same form
as the consideration received by the FS Stockholder and as specified in the
applicable Initial Offer Notice, net of the New Stockholder's respective pro
rata portion (based on the number of shares of Common Stock sold) of the
reasonable, out-of-pocket expenses incurred by the FS Stockholder in connection
with such sale (not including, however, any transaction fee charged by the FS
Stockholder or its Affiliates).  The FS Stockholder shall furnish, or shall
cause to be furnished, such other evidence of the completion and time of
completion of such sale and the terms thereof as may be reasonably requested by
the New Stockholder including, without limitation, evidence of the expenses
incurred by the FS Stockholder in connection with such sale.  If and to the
extent that, at the end of 180 days following the date of the Final Notice, the
FS Stockholder has not completed the sale contemplated thereby, the FS
Stockholder shall return to each participating New Stockholder

                                       5
<PAGE>

all certificates representing the Included Shares and all powers-of-attorney
which a New Stockholder may have transmitted pursuant to the terms hereof.

               2.5  Termination and Assignment.  The obligations of the FS
                    --------------------------
Stockholder pursuant to the provisions of this Section 2 shall terminate upon
the consummation of an Initial Public Offering.  The rights granted to the New
Stockholders under this Section 2 shall not be assignable except to a Permitted
Transferee in accordance with Section 4.1, provided that the Permitted
Transferee executes a written undertaking to be and become bound by this
Agreement in the same manner and to the same extent as such New Stockholder.

          3.   Obligation to Sell Securities.
               -----------------------------

               3.1  Sale Obligation.  If the FS Stockholder finds a buyer for
                    ---------------
all of the shares of Common Stock held by the FS Stockholder (whether such sale
is by way of purchase, merger or other form of transaction), upon the request of
the FS Stockholder, each of the New Stockholders shall sell all or any portion
of the Securities beneficially owned by such New Stockholder to such third-party
buyer pursuant to the terms and conditions negotiated by the FS Stockholder.
All holders of each class of Securities shall receive the same form and amount
of consideration for such Securities.  Any Security that is convertible into
Common Stock shall be purchased on an "as converted" basis.  Any series of
preferred stock that is not convertible into Common Stock shall be purchased for
its stated liquidation preference plus accrued and unpaid dividends.  Any debt
Security which is not convertible into Common Stock shall be purchased at its
outstanding principal amount plus accrued and unpaid interest, plus any
prepayment or redemption premium set forth in the instruments governing such
Security.  The exercise price (if any) of a Security shall be deducted from the
consideration to be received; provided however that if the exercise price of
such Security is greater than the consideration to be received, such Security
shall be canceled without any payment to its holder.  Each of the New
Stockholders agrees to such sale and to execute such agreements, powers of
attorney, voting proxies or other documents and instruments as may be necessary
to consummate such sale; provided that no New Stockholder shall be obligated to
make any representations and warranties with respect to such sale other than
with respect to its own authority to transfer and its title to the Securities
transferred.  Each of the New Stockholders further agrees to timely take such
other actions as the FS Stockholder may reasonably request to enforce its
obligation to sell its Securities, and otherwise as necessary in connection with
the approval of the consummation of such sale, including voting all Securities
in favor of such sale.  Each New Stockholder shall pay its pro rata portion
(based on the total value of the consideration received by such New Stockholder
compared to the aggregate consideration received by all New Stockholders in the
transaction) of the reasonable out-of-pocket expenses incurred by the FS
Stockholder in connection with a sale consummated pursuant to this Section 3
(not including, however any transaction fee charged by the FS Stockholder or its
Affiliates).  Notwithstanding the foregoing provisions of this Section 3, no New
Stockholder shall have any obligation to sell Securities in connection with any
sale by the

                                       6
<PAGE>

FS Stockholder of all of its shares of Common Stock unless, prior to the
consummation of such sale, (i) the Board determines that the consideration to be
received by the New Stockholders in such sale for their shares of Common Stock
is not less than the aggregate fair market value of the shares of Common Stock
held by the New Stockholders and (ii) the Company shall have obtained a fairness
opinion from an investment banking firm that such a sale is fair, from a
financial point of view, to the holders of Common Stock.

               3.2  Termination and Assignment.  The obligations of the New
                    --------------------------
Stockholders pursuant to this Section 3 shall be binding on any transferee of
Securities held by a New Stockholder, and each New Stockholder shall obtain and
deliver to the FS Stockholder a written commitment to be bound by such
provisions from each such transferee prior to any transfer.  The obligations of
each Stockholder pursuant to this Section 3, and the obligations of any such
transferee, shall terminate upon the consummation of an Initial Public Offering.
The rights of FS Stockholder under this Section 3 shall not be assignable and
shall terminate in the event that the FS Stockholder holds a number of shares of
Common Stock which represents less than 33-1/3% of the total number of shares of
Common Stock outstanding at any time (with FSEP III and FSEP International
considered collectively for this purpose).

          4.   Restrictions on Transfers of Securities; Right of First Offer.
               -------------------------------------------------------------

               4.1  Transfer Restrictions.  Notwithstanding any other provision
                    ---------------------
of this Agreement, including (without limitation) the provisions of Exhibit A,
no New Stockholder shall (i) pledge, hypothecate or encumber any Securities;
(ii) sell, assign, transfer, or otherwise dispose of or convey ("Transfer") any
Securities, or any right, title or interest therein, except in compliance with
the Securities Act and all applicable state securities laws or (iii) Transfer
any Securities, or any right, title or interest therein except for sales of
Securities expressly permitted by and in compliance with this Agreement,
including (without limitation) Subsection 4.2 and Section 10.  Any attempt to
Transfer, pledge, hypothecate or encumber Securities, or any right, title or
interest therein, not in compliance with this Agreement shall be null and void,
and the Company shall not give effect to any such attempted transaction or
Transfer.  Any Securities Transferred pursuant to the terms and requirements of
this Agreement shall be Transferred free and clear of all mortgages, liens,
pledges, charges and security interests or encumbrances, or any obligations or
liabilities in connection therewith.  Each New Stockholder, on the execution and
delivery of this Agreement, agrees that such New Stockholder will not Transfer
any Securities prior to delivery to the Company of an opinion of counsel in form
and substance satisfactory to the Company with respect to compliance with the
Securities Act, or until a registration statement with respect to such
Securities under the Securities Act has become effective.  All transferees of
Securities will be bound by this Agreement in the same manner and to the same
extent as the transferor and prior to any Transfer must deliver to the Company
and the Stockholders a written undertaking to be and become so bound.  Upon
completion of any Transfer in compliance with this Agreement, the transferee
shall become a Stockholder and entitled to the rights hereunder which may be

                                       7
<PAGE>

duly and validly assigned to such transferee.  A New Stockholder may transfer
Securities to a Permitted Transferee provided that such transferee executes a
written undertaking to be and becomes bound by this Agreement in the same manner
and to the same extent as the transferring New Stockholder; and provided
further, that prior to the consummation of any transaction in which a Permitted
Transferee ceases to be an Affiliate of such New Stockholder, such Permitted
Transferee shall reconvey all Securities to the transferring New Stockholder and
the Securities will remain subject to this Agreement.  A Permitted Transferee
may not subsequently transfer the Securities, except transfers of Securities
back to the transferring New Stockholder.

               4.2  Right of First Offer by New Stockholders.  Subject to
                    ----------------------------------------
Sections 4.1 and 10 of this Agreement, each of the New Stockholders hereby
agrees not to Transfer any  of the Securities held by them to any Person (other
than a Permitted Transferee) unless certain other Stockholders are given the
right to acquire such Securities pursuant to the provisions of this Subsection
4.2.  If any of the New Stockholders receives an offer from any person to
acquire any Securities, or decides to solicit or cause to be solicited a
proposal or proposals to acquire Securities, such New Stockholder (the "Offering
Stockholder") shall first give all other New Stockholders (each, an "Offeree,"
and together, the "Offerees"), the Company and the FS Stockholder written notice
(the "Stockholder Notice") of such intention, which notice  shall include a term
sheet stating, among other material terms, the minimum cash sales price (the
"Target Price") that the Offering Stockholder would entertain for the Securities
to be sold (the "Offered Securities").  Each of the Offerees shall have the
right for a period of 30 days following the delivery of the Stockholder Notice
(the "Acceptance Period") to accept the offer to purchase all but not less than
all of its respective Offeree Pro Rata Share (as defined below) of the Offered
Securities at the Target Price and upon the other terms provided with the
Stockholder Notice; provided that all and not less than all of the Offered
Securities are purchased.  Each Offeree that has elected to purchase its Offeree
Pro Rata Share of the Offered Securities will have the right to purchase all or
any part of the unsubscribed portion of the Offered Securities up to its pro
rata share of such unsubscribed portion (determined in accordance with the
number of shares of Voting Securities owned by the parties that elect to
purchase such unsubscribed for portion). Each Offeree shall exercise its rights
under this Subsection 4.2 by delivering to the Offering Stockholder written
notice of its election prior to 5:00 p.m. Los Angeles time on the final day of
the Acceptance Period.  On the first business day following the termination of
the Acceptance Period, the Company shall notify all Offerees that have exercised
their rights hereunder of the amount of any unsubscribed portion of the Offered
Securities, and such Offerees shall have five business days to accept the offer
to purchase their pro rata share of such unsubscribed portion.  If some portion
of the Offered Securities remains unsubscribed following such five business day
period, the Offering Stockholder shall send the Stockholder Notice to the FS
Stockholder, and the FS Stockholder shall have the right for a period of 35 days
following the termination of the five business day period ("the Second
Acceptance Period") to accept the offer to purchase all or any part of the
unsubscribed portion of the Offered Securities ("Unsubscribed Offered

                                       8
<PAGE>

Securities"). The FS Stockholder shall exercise its rights under this Subsection
4.2 by delivering to the Offering Stockholder written notice of its election
prior to 5:00 p.m. Los Angeles time on the final day of the Second Acceptance
Period. If it elects to purchase Unsubscribed Offered Securities, the FS
Stockholder shall be deemed to be an "Offeree" for the purposes of this
Subsection 4.2. If an Offeree exercises its rights under this Subsection 4.2,
the sale of such Securities shall be consummated within 30 days of the final day
of the Acceptance Period or, if applicable, the Second Acceptance Period (the
"Purchase Period"). If the Offerees do not elect to purchase such Securities on
such terms or fail to consummate a purchase of such Securities within the
Purchase Period, the Offering Stockholder shall have the right to consummate the
sale of such Securities for a sales price equal to or greater than the Target
Price and on terms no more favorable to the purchaser than specified in the
Stockholder Notice for a period of 90 days (the "Consummation Period") after the
expiration of the Acceptance Period or, if applicable, the Second Acceptance
Period or the Purchase Period. If the Offering Stockholder does not complete
such sale, transfer or conveyance within the Consummation Period, the Offering
Stockholder shall not have the right to sell, transfer or convey any of such
Securities without again complying with this Subsection 4.2. In the event the
Offering Stockholder intends to sell Securities for consideration other than
cash, the Offering Stockholder shall notify the Offerees and the FS Stockholder
of the terms of such non-cash consideration. The Offerees may elect within ten
days of such notice to have the fair market value of such non-cash consideration
determined, with the parties jointly selecting an investment banking firm to
resolve any dispute regarding the fair market value of such non-cash
consideration; in the absence of agreement on such firm, Goldman, Sachs & Co.
shall determine such fair market value. The Offeree and the FS Stockholder shall
be immediately notified of this fair market value determination. If the sum of
the fair market value of the non-cash consideration and the cash consideration
(in the case of a sale that is partially for cash) is less than the cash price
offered to the Offerees pursuant to this Subsection 4.2, the Offerees may,
within 10 days of the determination of the fair market value of the non-cash
consideration, elect to purchase the Securities proposed to be sold for an
amount equal to the sum of (i) the fair market value of the non-cash
consideration and (ii) the cash consideration, if any. If some portion of the
Offered Securities remains unsubscribed following such 10-day period, the
Offering Stockholder shall send notice of the amount of unsubscribed Offered
Securities to the FS Stockholder. The FS Stockholder shall then have an
additional 15 days to elect to purchase such unsubscribed Offered Securities.
Such purchase must be consummated within 15 days of such election to purchase
(including, if applicable, the FS Stockholder's election). For purposes of this
Subsection 4.2, "Offeree Pro Rata Share" shall mean a fraction (i) the numerator
of which is the total number of shares of Voting Securities then held by a New
Stockholder and (ii) the denominator of which is the total number of shares of
Voting Securities then held by all New Stockholders entitled to receive the
right of first offer. If the Offering Stockholder receives a written offer for
such Securities at any time during the Consummation Period which is acceptable
to the Offering Stockholder but is less than the Target Price or is upon terms
less favorable to the Offering Stockholder than the terms provided to the
Offerees in the Stockholder Notice (the "Below Target Price Offer"),

                                       9
<PAGE>

the Offering Stockholder shall promptly deliver a copy of such written offer to
the Offerees. During the 15-day period following delivery of such written offer,
the Offerees shall have the right to accept the offer to purchase the Securities
offered on the terms reflected in such written offer. Each Offeree shall, if it
so desires, exercise such right by delivery to the Offering Stockholder written
notice of its election to purchase all but not less than all of its Offeree Pro
Rata Share of the Offered Securities prior to 5:00 p.m. Los Angeles time on the
final day of such additional 15 day period and the sale of such Securities shall
be consummated within 30 days of the delivery of such written notice. Any
unsubscribed portion of the Offered Securities shall be offered to the Offerees
and, if applicable, the FS Stockholder, in the manner provided above. If the
Offerees do not elect to accept the offer to purchase the Offered Securities on
such terms or fail to consummate the purchase of the Offered Securities within
30 days of the date of the Offerees' acceptance of the Below Target Price Offer,
the Offering Stockholder shall have 90 days to consummate the sale of the
Offered Securities at a price and upon terms that are not less favorable to the
Offering Stockholder than the price and terms specified in the written offer
delivered to the Offerees. In the event a Below Target Price Offer involves any
non-cash consideration, the procedures for valuing such non-cash consideration
set forth in Subsection 4.2 above shall be utilized to determine the fair market
value of such non-cash consideration.

               4.3  Charitable Organization.  A CRT shall only be deemed to be a
                    -----------------------
"Permitted Transferee" under the terms of this Agreement if:

          (a)  The Stockholder, or Stockholder's spouse or issue (the
"Trustee"), and the Charitable Organization that is the beneficiary of such CRT
makes the following applicable representations, warranties and covenants:

               (1)  The Trustee is the sole trustee of the CRT, and represents
and warrants that, (i) under the terms of the CRT, the Trustee has the requisite
power and authority to bind the CRT to this Agreement and (ii) upon its
execution, this Agreement is enforceable against the CRT in accordance with its
terms; such Trustee also covenants to be personally liable for all loss,
damages, liabilities or deficiencies incurred by the Company or its subsidiaries
or any other Stockholders as a result of any breach of this Agreement committed
by the Trustee or the CRT;

               (2)  The Charitable Organization beneficiary represents and
warrants that it has full right, title and authority to enter into this
Agreement, that it has the power and authority to execute this Agreement and to
perform the obligations and duties set forth herein, and, upon its execution and
delivery, this Agreement shall be enforceable against the Charitable
Organization in accordance with its terms and that this Agreement shall
constitute a valid and binding obligation of such Charitable Organization in
accordance with its terms;

                                       10
<PAGE>

          (b)  Upon formation of the CRT, such Charitable Organization executes
this Agreement which shall become effective immediately upon any receipt of the
Securities by the Charitable Organization in accordance with the terms of this
Agreement; and

          (c)  The terms of the CRT provide that the Charitable Organization
beneficiary may only receive the Securities held by the CRT upon the death of
the Stockholder (or Stockholder's spouse or issue, if applicable);

          Further, neither the CRT nor the Charitable Organization beneficiary
may Transfer any Securities received under any circumstance prior to the
termination of this Section 4 to any party other than the Trustee.

               4.4  Termination and Assignment.  The obligations of a
                    --------------------------
Stockholder pursuant to this Section 4 shall terminate upon an Initial Public
Offering.  The rights granted to Stockholders under Subsection 4.2 shall not be
assignable except to Permitted Transferees.  Any transferee of Securities from a
Stockholder other than a purchaser of shares from a Stockholder after the
Stockholder has duly complied with its obligations under this Section 4 with
respect to such sale, shall be bound by the provisions of this Section 4 and
such Stockholder shall obtain and deliver to each other Stockholder a written
commitment to be bound by such provisions from each such transferee prior to any
transfer.

          5.   Registration Rights.  Each Stockholder shall be entitled to
               -------------------
certain "piggy-back" registration rights with respect to future public offerings
of Common Stock by Company and to certain demand registration rights (the
"Registration Rights").  The terms of the Registration Rights are set forth in
Exhibit A attached hereto.  The rights granted to Stockholders under this
Section 5 shall not be assignable except to a Permitted Transferee.  The rights
granted to Stockholders under this Section 5 are subject to the provisions of
Section 10 of this Agreement.

          6.   Other Agreements.  The Company shall not consummate any material
               ----------------
transaction with a Stockholder or any Affiliate of a Stockholder other than
transactions on terms that are no less favorable to the Company than could have
been obtained with a person that is not a stockholder (as determined in the good
faith judgment of the Board) and other than indemnification of any of Company's
officers or directors whether pursuant to any indemnity agreement or applicable
law.

          7.   Copy of Agreement.  A copy of this Agreement and all amendments
               -----------------
hereto shall be filed with the Secretary of Company and shall be kept at the
principal executive offices of Company.

          8.   Governing Law.  This Agreement shall be governed by and construed
               -------------
and enforced in accordance with the laws of the State of Minnesota without
regard to the conflicts of laws rules thereof.

                                       11
<PAGE>

          9.   Representations and Warranties.  Each Stockholder represents and
               ------------------------------
warrants (a) that such Stockholder has full power, capacity, right and
authority, and any requisite approvals or consents to enter into and perform
this Agreement; (b) that this Agreement and the performance of its obligations
hereunder have been duly authorized, executed and delivered by such Stockholder
and is a valid and binding agreement, enforceable against such Stockholder in
accordance with its terms; (c) that such Stockholder owns beneficially and of
record the shares of Common Stock set forth opposite its name on Schedule 2
hereto, free and clear of any lien, claim, charge, option, security interest,
restriction or encumbrance and (d) that such Stockholder does not own
beneficially or of record any other securities or rights, options or warrants to
purchase any securities of the Company.

          10.  Merger Tax Treatment.  Notwithstanding any provision to the
               --------------------
contrary, each New Stockholder represents, warrants and agrees that such New
Stockholder (i) has no plan or intention to engage in a sale, exchange,
transfer, distribution, redemption, or reduction in any way of such New
Stockholder's Common Stock or risk of ownership by short sale or otherwise, or
other disposition, directly or indirectly (such actions being collectively
referred to herein as a "Sale") of any of such New Stockholder's Common Stock as
of the effective date hereof; (ii) will not engage in a Sale of such New
Stockholder's Common Stock for a period of one (1) year after the effective date
hereof unless the Company can obtain, at such Stockholder's expense, a written
opinion from the tax advisors of the Company, in form and substance reasonably
satisfactory to the Company, to the effect that the proposed Sale will not cause
the Merger to fail to qualify for tax-free treatment under the provisions of
section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code") (whether under section 368(a)(2)(D) or 368(a)(2)(E) of the Code); (iii)
except as provided in the Merger Agreement, has paid his own expenses in
connection with the Merger, (iv) did not sell any common stock of SCC in
contemplation of the Merger; and (v) will take such further actions consistent
with the terms of this Agreement and applicable law, as may be reasonably
necessary to cause the Merger to be treated as a tax-free reorganization under
the provisions of sections 368(a)(1)(A) of the Code (taking into account section
368(a)(2)(D) or 368(a)(2)(E) of the Code, as the case may be), including,
without limitation, preparing appropriate tax returns, filings and reports
consistent with the treatment of the Merger as such reorganization. Each New
Stockholder acknowledges that except as provided in this Agreement, each New
Stockholder has unrestricted rights of ownership in the Common Stock and each
New Stockholder's ability to retain their Common Stock is not limited in any
way.

          11.  Amendment and Waiver; Successors.  This Agreement may be amended,
               --------------------------------
modified or supplemented, and compliance with any provision hereof may be
waived, only with the written consent of the FS Stockholder and those other New
Stockholders then holding a majority of the shares of Voting Securities then
held by such New Stockholders, and any amendment, modification, supplement or
waiver so consented to in writing shall be binding upon the parties hereto and
their successors and permitted transferees and assigns; provided that any
amendment that materially and adversely affects the rights of any Stockholder

                                       12
<PAGE>

hereunder shall require the consent of each Stockholder so affected. This
Agreement shall be binding on the parties hereto and, their successors,
transferees, assigns, heirs and personal representatives; provided however, that
unless expressly permitted herein, this Agreement under the rights granted
hereunder shall not be assignable without the written consent of all of the
parties hereto, which consent may be withheld in each such party's sole
discretion.

          12.  Interpretation.  The headings of the Sections contained in this
               --------------
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not affect the meaning or interpretation of this
Agreement.

          13.  Notices.  All notices and other communications provided for or
               -------
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or delivered by telecopier (with receipt
confirmed), on the date of such delivery or transmission, or three (3) days
after deposit in the mail, by registered or certified mail (return receipt
requested) postage prepaid (i) if to Company, at AFC Enterprises, Inc., Six
Concourse Parkway Suite 1700, Atlanta, Georgia 30328, Attention: Samuel N.
Frankel, Esq., (ii) if to the FS Stockholder, at Freeman Spogli & Co.
Incorporated, 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California
90025, Attention: William M. Wardlaw, telecopier: (310) 444-1870, and (iii) if
to any of the New Stockholders, the address specified by such New Stockholder's
name in Schedule 1 attached hereto (or at such other address or telecopier
number for any party as shall be specified by like notice provided that notices
of a change of address or telecopier number shall be effective only upon receipt
thereof).

          14.  Legends.  All certificates evidencing Securities which are issued
               -------
to any of the Stockholders shall be legended as follows (in addition to any
other legend required to be placed thereon):

               "THE SECURITIES EVIDENCED BY THIS CERTIFICATE
          ARE SUBJECT TO CERTAIN RESTRICTIONS AND
          OBLIGATIONS WITH RESPECT TO THE TRANSFER, PLEDGE,
          HYPOTHECATION AND VOTING THEREOF AS SET FORTH IN
          THAT CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF
          MARCH 18, 1998, AS AMENDED, WHICH MAY BE REVIEWED
          AT THE PRINCIPAL PLACE OF BUSINESS OF THE
          CORPORATION AND A COPY OF WHICH MAY BE OBTAINED
          FROM THE CORPORATION WITHOUT CHARGE UPON WRITTEN
          REQUEST THEREFOR."

          15.  Further Assurances.  The Stockholders shall exercise, or cause to
               ------------------
be exercised, voting rights with respect to Voting Securities held of record or
beneficially owned by them in a manner so that, and shall otherwise take any
necessary actions in order that, the covenants and understandings of the parties
set forth in this Agreement shall be implemented.

                                       13
<PAGE>

Each party hereto agrees to perform any further acts and execute and deliver any
documents which may be reasonably necessary to carry out the intent of this
Agreement and to make appropriate changes to the procedures set forth herein to
implement such rights to the extent necessary to conform to the Minnesota
Business Corporation Act or other applicable law. Each party hereto further
agrees not to take any action violating the intent and purpose of this
Agreement. The Company covenants and agrees that it will act in good faith to
preserve for each of the Stockholders the benefits of this Agreement and that it
will take no voluntary action to impair the benefit hereof or to avoid or seek
to avoid the observance or performance of any of the terms to be observed or
performed hereunder or to deny to any of the Stockholders any of the benefits or
protections contemplated hereby.

          16.  Injunctive Relief; Disputes.  It is acknowledged that it will be
               ---------------------------
impossible to measure in money the damages that would be suffered if the parties
hereto fail to comply with any of the obligations herein imposed on them and
that, in the event of any such failure, an aggrieved party hereto will be
irreparably damaged and will not have an adequate remedy at law. Any such party
shall, therefore, be entitled to injunctive relief, including specific
performance, to enforce such obligations, and if any action should be brought in
equity to enforce any of the provisions of this Agreement, none of the parties
hereto shall raise the defense that there is an adequate remedy at law.  In the
event of any dispute among the parties arising out of this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party the
reasonable expenses of the prevailing party, including, without limitation,
reasonable attorneys' fees.

          17.  Severability.  If any term or other provision of this Agreement
               ------------
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect to the maximum extent permitted by applicable
law.  Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that
this Agreement be enforced as originally contemplated to the greatest extent
possible.

          18.  Entire Agreement.  This Agreement (and Exhibits hereto), together
               ----------------
with the Company's Articles of Incorporation and Bylaws as in effect on the date
hereof constitute the entire agreement and understanding among the parties
pertaining to the subject matter hereof and supersede any and all prior
agreements, whether written or oral, relating hereto.

          19.  Counterparts.  This Agreement may be executed in two or more
               ------------
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

                                       14
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

FS EQUITY PARTNERS III, L.P., a            AFC ENTERPRISES, INC.
Delaware limited partnership
                                           By: /s/ [Illegible]
                                               --------------------------------
By: FS Capital Partners, L.P.                  Its: Executive Vice President
    Its:  General Partners
          By: FS Holdings, Inc.

              By: /s/ John M. Roth
                  ----------------
                  Its:

FS EQUITY PARTNERS
INTERNATIONAL, L.P., a Delaware
limited partnership

By: FS&Co. International, L.P.
    Its: General Partners
         By: FS International Holdings Limited
             Its: General Partner

                  By: /s/ John M. Roth
                      ----------------
                      Its:

                                       15
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
 Name:  Douglas D. Adkins, UTMA      Number of SCC shares held: 750
        Custodian for Blakeley
        MacP. Adkins                 Number of AFC shares received: 598/1/


Signature:  /s/ Douglas D. Adkins
            ---------------------

Title:  UTMA Custodian for Blakeley MacP. Adkins

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)




_____________________________

     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       16
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
 Name:  Douglas D. Adkins, UTMA      Number of SCC shares held: 750
        Custodian for Caitlin
        K.M. Adkins                  Number of AFC shares received: 598/1/


Signature:  /s/ Douglas D. Adkins
            ---------------------

Title:  UTMA Custodian for Caitlin K.M. Adkins

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)




______________________________

     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and
the Holdback Funds but do not include any AFC Shares that may become issuable as
a part of the Contingent Payment. In the event such additional AFC Shares shall
be earned pursuant to the Contingent Payment, such AFC Shares shall be subject
to all of the terms and conditions of this Agreement.

                                       17
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
 Name:  Douglas D. Adkins           Number of SCC shares held: 750

                                    Number of AFC shares received: 598/1/


Signature:  /s/ Douglas D. Adkins
            -----------------------

Title:   __________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






_____________________________

     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and
the Holdback Funds but do not include any AFC Shares that may become issuable as
a part of the Contingent Payment. In the event such additional AFC Shares shall
be earned pursuant to the Contingent Payment, such AFC Shares shall be subject
to all of the terms and conditions of this Agreement.

                                       18
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
 Name: Henry Gai Family Trust B      Number of SCC shares held: 90,715

                                     Number of AFC shares received: 72,468/1/




Signature:  /s/ Karen F. McDonald
            ---------------------

Title:   Trustee

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






______________________________

     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and
the Holdback Funds but do not include any AFC Shares that may become issuable as
a part of the Contingent Payment. In the event such additional AFC Shares shall
be earned pursuant to the Contingent Payment, such AFC Shares shall be subject
to all of the terms and conditions of this Agreement.

                                       19
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
 Name:  Henry Gai Family Trust C     Number of SCC shares held:  90,715

                                     Number of AFC shares received: 72,468/1/



Signature:  /s/ Karen F. McDonald
            ---------------------

Title:  Trustee

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)







_______________________________

     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and
the Holdback Funds but do not include any AFC Shares that may become issuable as
a part of the Contingent Payment. In the event such additional AFC Shares shall
be earned pursuant to the Contingent Payment, such AFC Shares shall be subject
to all of the terms and conditions of this Agreement.

                                       20
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
 Name:  Mario Gelmini             Number of SCC shares held:  13,200

                                  Number of AFC shares received:  10,544/1/




Signature:  /s/ Mario Gelmini
            -------------------

Title:   ______________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)









____________________________

     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and
the Holdback Funds but do not include any AFC Shares that may become issuable as
a part of the Contingent Payment. In the event such additional AFC Shares shall
be earned pursuant to the Contingent Payment, such AFC Shares shall be subject
to all of the terms and conditions of this Agreement.

                                       21
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Margaret Jacobson-Sive         Number of SCC shares held:  4,814

                                        Number of AFC shares received:  3,845/1/

Signature:  /s/ Margaret Jacobson-Sive
            --------------------------

Title:  ______________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


__________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       22
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:  Philip L. Johnson       Number of SCC shares held:  30,000

                                 Number of AFC shares received:  23,965/1/

Signature:  /s/ Philip L. Johnson
            ---------------------

Title:  _________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


__________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       23
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:  Edward B. Kibble             Number of SCC shares held:  4,300

                                      Number of AFC shares received:  3,435/1/


Signature:  /s/ Edward B. Kibble
            --------------------

Title:  ________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


____________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       24
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:   Peter Larsen                Number of SCC shares held:  2,568

                                      Number of AFC shares received:  2,051/1/

Signature:  /s/ Peter Larsen
            ----------------

Title:  ____________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


____________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       25
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:   Pasquale Madeddu       Number of SCC shares held:  11,871

                                 Number of AFC shares received:  9,482/1/

Signature:  /s/ Pasquale Madeddu
            --------------------

Title:  ________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


___________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       26
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:   Michele McCarthy Revocable Trust    Number of SCC shares held: 184,264

                                              Number of AFC shares received:
                                              147,201/1/

Signature:  /s/ Michele McCarthy
            --------------------

Title:  Trustee

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


_______________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       27
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:  Patrick McCarthy        Number of SCC shares held:  18,407

                                 Number of AFC shares received:  14,704/1/


Signature:  /s/ Patrick McCarthy
            --------------------

Title:   _______________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


_________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       28
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:   Karen F. McDonald      Number of SCC shares held:  245,741

                                 Number of AFC shares received:  196,313/1/

Signature:  /s/ Karen F. McDonald
            ---------------------

Title:  _________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)



_____________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       29
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:  Lawrence McDonald       Number of SCC shares held:  182,321

                                 Number of AFC shares received:  145,649/1/

Signature:  /s/ Lawrence McDonald
            ---------------------

Title:  _________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


__________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.



                                       30
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name: Patrick McDonald Living Trust  Number of SCC shares held: 285,505

                                       Number of AFC shares received: 228,080/1/

Signature:  /s/ Larry McDonald
            ------------------

Title:  Trustee

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


_______________________

     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       31
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.

Shareholder
  Name:  Tim O'Hara                Number of SCC shares held:  1,597

                                   Number of AFC shares received:  1,275/1/

Signature:  /s/ Tim O'Hara
            --------------

Title:  __________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


__________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       32
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:   William Orr            Number of SCC shares held:  3,300

                                 Number of AFC shares received:  2,635/1/

Signature:  /s/ William Orr
            ---------------

Title:   __________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


____________________

/1/ Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       33
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  David M. Paulsell          Number of SCC shares held:  2,853

                                    Number of AFC shares received:  2,278/1/

Signature:  /s/ David M. Paulsell
            ---------------------

Title:  _________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


____________________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       34
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Frederick O. Paulsell, III     Number of SCC shares held:  4,280

                                        Number of AFC shares received:  3,418/1/

Signature:  /s/ Frederick O. Paulsell, III
            ------------------------------

Title:  __________________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


_____________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       35
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Frederick O. Paulsell, Jr.   Number of SCC shares held:  299,228

                                      Number of AFC shares received:  239,042/1/

Signature:  /s/ Frederick O. Paulsell, Jr.
            ------------------------------

Title:   _________________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


_______________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       36
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Northwestern Trust Co.,      Number of SCC shares held:  80,534
         Trustee IRA Account FBO
         Frederick O. Paulsell, Jr.   Number of AFC shares received:  64,335/1/

Signature:  [illegible]
            ---------------------

Title:  VP & Senior Trust Officer

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


_______________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       37
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Frederick O. Paulsell, Jr. Trust   Number of SCC shares held:  8,334

                                            Number of AFC shares received:
                                            6,656/1/

Signature:  /s/ Frederick O. Paulsell, Jr.
            ------------------------------

Title:  Trustee

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


________________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       38
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Leigh A. Paulsell              Number of SCC shares held:  2,853

                                        Number of AFC shares received:  2,278/1/

Signature:  /s/ Leigh A. Paulsell
            ---------------------

Title:  _________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


____________________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       39
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Michael L. Paulsell         Number of SCC shares held:  4,000

                                     Number of AFC shares received:  3,195/1/

Signature:  /s/ Michael L. Paulsell
            -----------------------

Title:  ___________________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)


____________________

/1/  Shares reflect AFC Shares issued as part of the Net Closing Payment and the
Holdback Funds but do not include any AFC Shares that may become issuable as a
part of the Contingent Payment. In the event such additional AFC Shares shall be
earned pursuant to the Contingent Payment, such AFC Shares shall be subject to
all of the terms and conditions of this Agreement.

                                       40
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Pinco Pallino, Inc.         Number of SCC shares held:  223,904

                                     Number of AFC shares received:  178,868/1/


Signature:________________

Title:    Its _____ President

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)




_________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       41
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Thomas L. Reid          Number of SCC shares held:  21,800

                                 Number of AFC shares received:  17,415/1/

Signature:  /s/ Thomas L. Reid
            ------------------

Title:     ___________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)




______________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       42
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Smith Barney, Inc., as IRA   Number of SCC shares held:  3,325
         Custodian FBO Thomas L. Reid
                                      Number of AFC shares received:  2,655/1/

Signature:  /s/ Rebecca Pearson
            -------------------

Title:      Operations Manager
            -------------------

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)





_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       43
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:      William J. Rex         Number of SCC shares held:  8,334

                                    Number of AFC shares received:  6,656/1/



Signature:  /s/ William J. Rex
            ------------------

Title:      __________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       44
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Craig Russell              Number of SCC shares held:  1,120

                                    Number of AFC shares received:  894/1/



Signature:  /s/ Craig Russell
            -----------------

Title:      _________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)




_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       45
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Dave Stewart               Number of SCC shares held:  6,035

                                    Number of AFC shares received:  4,821/1/



Signature:  /s/ Dave Stewart
            ----------------

Title:      ________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       46
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  James V. Stewart       Number of SCC shares held:  483,041

                                Number of AFC shares received:  385,885/1/



Signature:  /s/ James V. Stewart
            --------------------

Title:      Chairman

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)





_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       47
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:  Julie Straus            Number of SCC shares held:  300

                                 Number of AFC shares received:  238/1/



Signature:  /s/ Julie Strauss
            -----------------

Title:      _________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       48
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:   Paul C. Suzman         Number of SCC shares held:  30,996

                                 Number of AFC shares received:  24,760/1/



Signature:  /s/ Paul C. Suzman
            ------------------

Title:      __________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       49
<PAGE>

      The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name:   Dave Wickberg          Number of SCC shares held:  4,774

                                 Number of AFC shares received:  3,812/1/



Signature:  /s/ Dave Wickberg
            -----------------

Title:      _________________

(If the signatory is signing on behalf
of a corporation, partnership, trust or
other similar entity)






_____________________
     /1/  Shares reflect AFC Shares issued as part of the Net Closing Payment
and the Holdback Funds but do not include any AFC Shares that may become
issuable as a part of the Contingent Payment. In the event such additional AFC
Shares shall be earned pursuant to the Contingent Payment, such AFC Shares shall
be subject to all of the terms and conditions of this Agreement.

                                       50
<PAGE>

     The undersigned, a former shareholder of Seattle Coffee Company, a
Washington corporation ("SCC"), hereby accepts the terms and conditions of the
Stockholders Agreement dated as of March 18, 1998, and acknowledges that such
acceptance is a condition to the acquisition of the common stock of AFC
Enterprises, Inc. ("AFC") by the undersigned in connection with the Merger
between a wholly-owned subsidiary of AFC and SCC pursuant to the Agreement and
Plan of Merger dated as of January 23, 1998 by and among AFC, AFC Acquisition
Corp., SCC and the principal shareholders of SCC listed therein.


Shareholder
  Name: Dawn Zervas                Number of SCC shares held: 109,210.5

                                   Number of AFC shares received: 87,243/1/


Signature:  /s/ Dawn Zervas
            ---------------------

Title: __________________________

(If the signatory is signing on
behalf of a corporation, partnership,
trust or other similar entity)





_____________________
     /1/Shares reflect AFC Shares issued as part of the Net Closing Payment and
the Holdback Funds but do not include any AFC Shares that may become issuable as
a part of the Contingent Payment. In the event such additional AFC Shares shall
be earned pursuant to the Contingent Payment, such AFC Shares shall be subject
to all of the terms and conditions of this Agreement.

                                       51
<PAGE>

                                  SCHEDULE 1

                               New Stockholders

<TABLE>
<CAPTION>
                                                                             Shares of AFC
            Name                                Address                      Common Stock/1/
----------------------------       ---------------------------------       -------------------
<S>                                <C>                                     <C>
Douglas D. Adkins                  c/o Capstan Partners                                 7,988
                                   1301 Fifth Avenue, #2830
                                   Seattle, WA 98101

Douglas D. Adkins, UTMA            c/o Capstan Partners                                   598
Custodian for Blakeley             1301 Fifth Avenue, #2830
MacP. Adkins                       Seattle, WA 98101

Douglas D. Adkins, UTMA            c/o Capstan Partners                                   598
Custodian for Caitlin K.M. Adkins  1301 Fifth Avenue, #2830
                                   Seattle, WA 98101

Henry Gai Family Trust B           7204 N. Mercer Way                                  72,468
Attn:  Karen F. McDonald           Mercer Island, WA 98109

Henry Gai Family Trust C           7204 N. Mercer Way                                  72,468
Attn:  Karen F. McDonald           Mercer Island, WA 98109

Mario Gelmini                      2522-32nd Avenue W., #209                           10,544
                                   Seattle, WA 98199

Margaret Jacobson-Sive             6 Byron Street                                       3,845
                                   Boston, MA 02108

Philip L. Johnson                  4801 Harbor Lane                                    23,965
                                   Everett, WA 98203
</TABLE>



__________________
     /1/The shares reflected in this column include AFC Shares issued as part of
the Net Closing Payment and the Holdback Funds but do not include any AFC Shares
that may become issuable as a part of the Contingent Payment. In the event such
additional AFC Shares shall be earned pursuant to the Contingent Payment, such
AFC Shares shall be subject to all of the terms and conditions of this
Agreement.

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
                                                                             Shares of AFC
           Name                                 Address                      Common Stock/1/
----------------------------       ---------------------------------       -------------------
<S>                                <C>                                     <C>
Edward B. Kibble                   c/o Kibble & Prentice, Inc.                          3,435
                                   600 Stewart Street, #1000
                                   Seattle, WA 98101

Peter Larson                       9925 S.W. 206 C.                                     2,051
                                   Vashon, WA 98070

Pasquale Madeddu                   4900 SE Willow Street                                9,482
                                   Milwaukee, OR 97222

Michele McCarthy Revocable Trust   2268 - 66th Avenue SE                              147,201
Attn:  Michele McCarthy            Mercer Island, WA 98040

Patrick McCarthy                   2268-66th Avenue SE                                 14,704
                                   Mercer Island, WA 98040

Karen F. McDonald                  7204 N. Mercer Way                                 196,313
                                   Mercer Island, WA 98040

Lawrence McDonald                  7204 N. Mercer Way                                 145,649
                                   Mercer Island, WA 98040

Patrick McDonald Living Trust      7204 N. Mercer Way                                 228,080
Attn:  Lary McDonald               Mercer Island, WA 98040

Tim O'Hara                         3503 NE 47th Street                                  1,275
                                   Seattle, WA 98105

William Orr                        141 Sunnyside Avenue                                 2,635
                                   Mill Valley, CA 94941

David M. Paulsell                  6826 - 18th Avenue, N.E.                             2,278
                                   Seattle, WA 98115
</TABLE>



_____________________
     /1/The shares reflected in this column include AFC Shares issued as part of
the Net Closing Payment and the Holdback Funds but do not include any AFC Shares
that may become issuable as a part of the Contingent Payment. In the event such
additional AFC Shares shall be earned pursuant to the Contingent Payment, such
AFC Shares shall be subject to all of the terms and conditions of this
Agreement.

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
            Name                                Address                      Common Stock/1/
----------------------------       ---------------------------------       -------------------
<S>                                <C>                                     <C>
Frederick O. Paulsell III          2908 Montlake Boulevard E.                           3,418
                                   Seattle, WA 98112

Frederick O. Paulsell, Jr.         Olympic Capital Partners                           239,042
                                   1325 Fourth Avenue, #1900
                                   Seattle, WA 98101

Northwestern Trust Co.,            1201 Third Avenue, 20th Floor                       64,335
Trustee IRA Account FBO            Seattle, WA 98101
Frederick O. Paulsell, Jr.

Frederick O. Paulsell, Jr.         c/o Olympic Capital Partners                         6,656
Trust, Attn:  Frederick O.         1325 Fourth Avenue, #1900
Paulsell, Jr.                      Seattle, WA 98101

Leigh A. Paulsell                  NE 1060 Duncan Lane                                  2,278
                                   Pullman, WA 99163

Michael L. Paulsell                1038 Washington Place East                           3,195
                                   Seattle, WA 98112

Pinco Pallino, Inc.                4727 - 36th Avenue SW                              178,868
Attn:  Dawn Zervas                 Seattle, WA 98126-2715

Thomas L. Reid                     3620 - 204th Place, NE                              17,415
                                   Redmond, VA 98053

Smith Barney, Inc., as IRA         500 - 108th Avenue NE, #1900                         2,655
Custodian FBO Thomas L. Reid       Bellevue, WA 98004

William J. Rex                     c/o Prudential Securities, Inc.                      6,656
                                   1201 Third Avenue, #3500
                                   Seattle, WA 98101

Craig Russell                      9312 - 178th Place NE, #4                              894
                                   Redmond, WA 98052
</TABLE>

_____________________
     /1/The shares reflected in this column include AFC Shares issued as part of
the Net Closing Payment and the Holdback Funds but do not include any AFC Shares
that may become issuable as a part of the Contingent Payment. In the event such
additional AFC Shares shall be earned pursuant to the Contingent Payment, such
AFC Shares shall be subject to all of the terms and conditions of this
Agreement.

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
            Name                                Address                      Common Stock/1/
----------------------------       ---------------------------------       -------------------
<S>                                <C>                                     <C>
Dave Stewart                       13030 - 32nd Street, S.E.                            4,821
                                   Snohomish, WA 98290-9740

James V. Stewart                   22430 - 98th Avenue SW                             385,885
                                   Vashon, WA 98070

Julie Straus                       3818 Mercer Way                                        238
                                   Mercer Island, WA 98040

Paul C. Suzman                     2017 Parkside Drive E.                              24,760
                                   Seattle, WA 98112

Dave Wickberg                      2704 - 39th Avenue SW                                3,812
                                   Seattle, WA 98116

Dawn Zervas                        4727 - 36th Avenue SW                               87,243
                                   Seattle, WA 98126-2715
</TABLE>

______________________
     /1/The shares reflected in this column include AFC Shares issued as part of
the Net Closing Payment and the Holdback Funds but do not include any AFC Shares
that may become issuable as a part of the Contingent Payment. In the event such
additional AFC Shares shall be earned pursuant to the Contingent Payment, such
AFC Shares shall be subject to all of the terms and conditions of this
Agreement.

                                      S-1
<PAGE>

                                  SCHEDULE 2

                       Ownership of Company Common Stock

                by the FS Stockholder and the New Stockholders


             Stockholder                              Common Stock
-------------------------------------------       --------------------

FS Equity Partners III, L.P.                          18,259,483
FS Equity Partners International, L.P.                   733,583
New Stockholders                                       1,977,748/1/




____________________
     /1/See footnote 1.

                                      S-2
<PAGE>

                                   EXHIBIT A
                                   ---------

                       TERMS OF THE REGISTRATION RIGHTS
                              OF THE COMMON STOCK


          Capitalized terms used herein and not otherwise defined shall have the
respective meanings given such terms in the Stockholders Agreement (the
"Stockholders Agreement") dated as of March 18, 1998 by and among the FS
Stockholder, the Company and the New Stockholders to which this Exhibit A is
attached.

                                       I

          SECTION I.1    Definitions.  For purposes of this Exhibit A, the
                         -----------                        ---------
following terms shall have the following meanings:

          "Demand Registration" means a Demand Registration as defined in
Section 2.1.

          "Excess Amount" means the number of Registrable Securities requested
by a Holder or Holders to be sold pursuant to Section 2.1 or 2.2 which the
managing Underwriter or Underwriters determines exceeds the largest number of
Registrable Securities which can successfully be sold in an orderly manner in
such offering within a price range acceptable to the Company.

          "Holder" means any New Stockholder (or any Permitted Transferee
thereof).

          "Other Holder Notice" means an Other Holder Notice as defined in
Section 2.1.

          "Piggy-Back Registration" means a Piggy-Back Registration as defined
in Section 2.2.

          "Registrable Security" means any share of Common Stock outstanding
until (i) a registration statement covering such Common Stock has been declared
effective by the SEC and it has been disposed of pursuant to such effective
registration statement, (ii) it is sold under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provisions then in force)
under the Securities Act are met or it may be sold pursuant to Rule 144(k) under
such Act or (iii) it has been otherwise Transferred, the Company has delivered a
new certificate or other evidence of ownership for it not bearing the legend
required pursuant to the Stockholders Agreement and it may be resold without
subsequent registration under the Securities Act.

          "Requisite Share Number" means a number of Registrable Securities
representing not less than 10% of the total number of shares of Common Stock
then outstanding or shares of Common Stock representing not less than
$10,000,000 in fair market value as determined by the Board.

          "Selling Holder" means a Holder who is selling Registrable Securities
pursuant to a registration statement under the Securities Act.

          "Transfer" means any direct or indirect transfer, sale, assignment or
other disposition of Common Stock.

                                      A-1
<PAGE>

          "Underwriter" means a securities dealer who purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.

                                      II

          SECTION II.1   Demand Registration.
                         -------------------

          (a)  Request for Registration. Subject to the provisions of Section 10
               ------------------------
of the Stockholders Agreement, at any time on or after the date which is six
months following the closing of the Initial Public Offering or at any time after
February __, 2003, any Holder or Holders owning, individually or in the
aggregate, at least the Requisite Share Number may make a written request for
registration under the Securities Act of all or part of its or their Registrable
Securities (a "Demand Registration"); provided that the Holder or Holders making
                                      --------
the request are together requesting that the Requisite Share Number be
registered, and provided further that the Company shall not be obligated to
                ----------------
effect (i) more than one Demand Registration under this Agreement or under that
certain Stockholders Agreement dated as of April 11, 1996, as amended in any 18-
month period or (ii) more than one Demand Registration for the New Stockholders
and their Permitted Transferees as a group.  Such request will specify the
number of shares of Registrable Securities proposed to be sold and will also
specify the intended method of disposition thereof.  The Company shall give
written notice of such registration request within 10 days after the receipt
thereof to all other Holders.  Within 20 days after receipt of such notice by
any Holder, such Holder may request in writing that Registrable Securities be
included in such registration.  Each such request by such other Holders (each,
an "Other Holder Notice") shall specify the number of shares of Registrable
Securities proposed to be sold and the intended method of disposition thereof.
The Company shall include in such Demand Registration the Registrable Securities
of any other New Stockholder (or Permitted Transferee) requested to be so
included and such New Stockholder shall be deemed to be a Holder who initiated a
Demand Registration for purposes of this Exhibit A, including, without
limitation, Sections 2.1 and 2.3. Unless a majority in interest of the
participating New Stockholders shall consent in writing, no other party,
including the Company, shall be permitted to offer securities under any Demand
Registration initiated by the New Stockholders.

          (b)  Effective Registration. A registration will not count as a Demand
               ----------------------
Registration until it has become effective.

          (c)  Underwritten Offering.  If the Holder initiating a Demand
               ---------------------
Registration so elects, the offering of such Registrable Securities pursuant to
such Demand Registration shall be in the form of an underwritten offering.  The
Company and such Holder shall jointly select one or more nationally recognized
firms of investment bankers to act as the managing Underwriter or Underwriters
in connection with such offering and shall select any additional managers to be
used in connection with the offering.

          (d)  Required Delays.  Notwithstanding anything contained in this
               ---------------
Section 2.1 to the contrary, if any request for Demand Registration is delivered
at a time when the Company has determined or is currently planning to file a
Registration Statement with respect to an underwritten primary registration of
Common Stock on behalf of the Company (so long as a Registration Statement is
filed with respect thereto within two months of the Holder's or Holders' request
for Demand Registration), the Company may require the Holder or Holders to
postpone such request until the sooner of the expiration of the 120-day period

                                      A-2
<PAGE>

following the effective date of such registration or six months from the day of
the Holder's or Holders' request for such Demand Registration; and, provided
                                                                    --------
further, however, that if such request is delivered at a time when such
-------  -------
registration would adversely affect a material acquisition or merger to which
the Company is a party, the Company may require the Holder to postpone such
request for an appropriate period (not to exceed 90 days).  In either such
event, the Company shall deliver a certificate signed by the President or the
Chairman confirming the Company's reasons for postponing the registration.

          SECTION II.2   Piggy-Back Registration.  Subject to Section 10 of the
                         -----------------------
Stockholders Agreement, if at any time 90 days following the closing of the
Company's Initial Public Offering, the Company proposes to file a registration
statement under the Securities Act with respect to an offering by the Company
for its own account or for the account of any of its respective security holders
of any class of security of the same class as the Registrable Securities (other
than a registration statement on Form S-4 or S-8 (or any substitute form that
may be adopted by the SEC) or a registration statement filed in connection with
an exchange offer or offering of securities solely to the Company's existing
security holders), then the Company shall give written notice of such proposed
filing to the Holders as soon as practicable (but in no event less than 10 days
before the anticipated filing date), and such notice shall offer such Holders
the opportunity (subject to Section 2.1) to register such number of shares of
Registrable Securities as each such Holder may request in writing within 5 days
of receipt of such notice (which request shall specify the Registrable
Securities intended to be disposed of by such Holder and the intended method of
distribution thereof) (a "Piggy-Back Registration"); provided, that, Registrable
Securities of a Holder may be excluded from such offering if such offering is
made pursuant to Section 2.1 of Exhibit A of the Stockholders Agreement dated
April 11, 1996, as amended.  The Company shall use its best efforts to cause the
managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of the Company included therein to permit the sale or other
disposition of such Registrable Securities in accordance with the intended
method of distribution thereof. Subject to Section 2.3(b), any Holder shall have
the right to withdraw its request for inclusion of its Registrable Securities in
any Piggy-Back Registration by giving written notice to the Company of its
request to withdraw within 20 days of its request for inclusion.  The Company
may withdraw a Piggy-Back Registration at any time prior to the time it becomes
effective.

          SECTION II.3   Reduction of Offering.
                         ---------------------

          (a)  Notwithstanding anything contained herein, if the managing
Underwriter or Underwriters of an offering described in Section 2.1 or 2.2
determine that the size of the offering that the Holders, the Company or any
other Persons intend to make is such that the success of the offering would be
adversely affected by inclusion of the Registrable Securities requested to be
included, then (i) with respect to a Demand Registration, if the size of the
offering is the basis of such Underwriter's or Underwriters' determination, the
Company shall not include in such registration an amount of Registrable
Securities requested to be included in such offering equal to the Excess Amount,
such reduction first to be allocated pro rata among the Holders or other Persons
who did not initiate the request for a Demand Registration according to the
number of Registrable Securities requested for inclusion, with the Holder or
Holders or other Persons who initiated the request for a Demand Registration
entitled to include shares therein to the maximum extent possible provided that
if such Holders cannot include all their shares in such offering, the amount of
Registrable Securities to be registered shall be reduced pro rata among the
initiating Holders and (ii) in the case of a Piggy-Back

                                      A-3
<PAGE>

Registration, if securities are being offered for the account of other Persons
as well as the Company, the securities the Company seeks to include shall have
priority over securities sought to be included by any other Person (including
the Holders) and, with respect to the Registrable Securities intended to be
offered by Holders, the proportion by which the amount of such class of
securities intended to be offered by Holders is reduced shall not exceed the
proportion by which the amount of such class of securities intended to be
offered by such other Persons is reduced (it being understood that with respect
to the Holders and third parties such reduction may be all of such class of
securities).

          (b)  If, as a result of the proration provisions of Section 2.3(a),
any Holder shall not be entitled to include all Registrable Securities in a
Demand Registration or Piggy-Back Registration that such Holder has requested to
be included, such Holder may elect to withdraw his request to include
Registrable Securities in such registration (a "Withdrawal Election"); provided
                                                                       --------
however, that a Withdrawal Election shall be irrevocable and, after making a
-------
Withdrawal Election, a Holder shall no longer have any right to include
Registrable Securities in the registration as to which such Withdrawal Election
was made.

                                      III

          SECTION III.1  Filings; Information.  Whenever any Holder requests
                         --------------------
that any Registrable Securities be registered pursuant to Section 2.1 hereof,
the Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof as quickly as practicable, and in connection with any such
request:

          (a)  The Company will as expeditiously as possible prepare and file
with the SEC a registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its best efforts to cause such filed registration statement to become and
remain effective until the earlier of (i) 90 days from the date such
registration statement became effective or (ii) the date on which the sale of
Registrable Securities has been completed; provided that, if the Company shall
                                           --------
furnish to any Holder making a request pursuant to Section 2.1 a certificate
signed by either its Chairman or Chief Executive Officer stating that in his
good faith judgment it would be significantly disadvantageous to the Company or
its shareholders for such a registration statement to be filed as expeditiously
as possible, the Company shall have a period of not more than 90 days within
which to file such registration statement measured from the date of receipt of
the request in accordance with Section 2.1.

          (b)  The Company will, prior to filing a registration statement or
prospectus or any amendment or supplement thereto, furnish to each Selling
Holder, one counsel representing all such Selling Holders, and each Underwriter,
if any, of the Registrable Securities covered by such registration statement
copies of such registration statement as proposed to be filed, together with
exhibits thereto, which documents will be subject to prompt review and approval
by the foregoing, and thereafter furnish to such Selling Holder, counsel and
Underwriter, if any, such number of copies of such registration statement, each
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as such Selling Holder or

                                      A-4
<PAGE>

Underwriter may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Selling Holder.

          (c)  After the filing of the registration statement, the Company will
promptly notify each Selling Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the SEC and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered.

          (d)  The Company will use its best efforts to (i) register or qualify
the Registrable Securities under such other securities or blue sky laws of such
jurisdictions in the United States as any Selling Holder reasonably (in light of
such Selling Holder's intended plan of distribution) requests and (ii) cause
such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities in the United States as may be necessary by
virtue of the business and operations of the Company and do any and all other
acts and things that may be reasonably necessary or advisable to enable such
Selling Holder to consummate the disposition of the Registrable Securities owned
by such Selling Holder; provided that the Company will not be required to (A)
                        --------
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (d), (B) subject itself
to taxation in any such jurisdiction or (C) consent to general service of
process in any such jurisdiction.

          (e)  The Company will immediately notify each Selling Holder of such
Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not 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 and promptly make available to each
Selling Holder any such supplement or amendment.

          (f)  The Company will enter into customary agreements (including, if
applicable, an underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities.

          (g)  The Company will deliver promptly to each Selling Holder of such
Registrable Securities and each Underwriter, if any, subject to restrictions
imposed by the United States federal government or any agency or instrumentality
thereof, copies of all correspondence between the SEC and the Company, its
counsel or auditors and all memoranda relating to discussions with the SEC or
its staff with respect to the registration statement and make available for
inspection by any Selling Holder of such Registrable Securities, any Underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any such Selling Holder
or Underwriter (collectively, the "Inspectors"), (it being understood that the
Company is responsible for payment of the reasonable fees and expenses of only
one counsel pursuant to clause (viii) of Section 3.2) all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the "Records"), subject to restrictions imposed by any
governmental authority governing access to classified information, as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection with
such registration statement.  Records which the Company

                                      A-5
<PAGE>

determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (ii) the disclosure or release of
such Records is requested or required pursuant to oral questions,
interrogatories, requests for information or documents or a subpoena or other
order from a court of competent jurisdiction or other process; provided that
                                                               --------
prior to any disclosure or release pursuant to clause (ii), the Inspectors shall
provide the Company with prompt notice of any such request or requirement so
that the Company may seek an appropriate protective order or waive such
Inspectors' obligation not to disclose such Records; and provided further, that
                                                         ----------------
if failing the entry of a protective order or the waiver by the Company
permitting the disclosure or release of such Records, the Inspectors, upon
advice of counsel, are compelled to disclose such Records, the Inspectors may
disclose that portion of the Records which counsel has advised the Inspectors
that the Inspectors are compelled to disclose. Each Selling Holder of such
Registrable Securities agrees that information obtained by it solely as a result
of such inspections (not including any information obtained from a third party
who, insofar as is known to the Selling Holder after reasonable inquiry, is not
prohibited from providing such information by a contractual, legal or fiduciary
obligation to the Company) shall be deemed confidential and shall not be used by
it as the basis for any market transactions in the securities of the Company or
its Affiliates unless and until such is made generally available to the public.
Each Selling Holder of such Registrable Securities further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed
confidential.

          (h)  The Company will otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an earnings
statement covering a period of 12 months, beginning within three months after
the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.

          (i)  The Company will use its best efforts (a) to cause all such
Registrable Securities to be listed on each national securities exchange on
which similar securities issued by the Company are then listed (if any), if the
listing of such Registrable Securities is then permitted under the rules of such
exchange or (b) to secure designation of all such Registrable Securities as a
National Association of Securities Dealers Automatic Quotation ("NASDAQ")
"national market system security" within the meaning of Rule 11Aa2-l of the SEC
or, to secure NASDAQ authorization for such Registrable Securities, if similar
securities issued by the Company are so designated.

          (j)  The Company may require each Selling Holder of Registrable
Securities to promptly furnish in writing to the Company such information
regarding the distribution of the Registrable Securities as the Company may from
time to time reasonably request and such other information as may be legally
required in connection with such registration.

          Each Selling Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3.1(e)
hereof, such Selling Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Selling Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3.1(e) hereof, and,
if so directed by the Company, such Selling Holder will deliver to the Company
all copies, other than permanent file copies then in such Selling Holder's

                                      A-6
<PAGE>

possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.  In the event the Company shall give such
notice, the Company shall extend the period during which such registration
statement shall be maintained effective (including the period referred to in
Section 3.1(a) hereof) by the number of days during the period from and
including the date of the giving of notice pursuant to Section 3.1(e) hereof to
the date when the Company shall make available to the Selling Holders of
Registrable Securities covered by such registration statement a prospectus
supplemented or amended to conform with the requirements of Section 3.1(e)
hereof.

          SECTION III.2  Registration Expenses.  In connection with any Demand
                         ---------------------
Registration pursuant to Section 2.1 hereof and any registration statement filed
pursuant to Section 2.2 hereof, the Company shall pay the following registration
expenses incurred in connection with the registration hereunder (the
"Registration Expenses"):  1 all registration and filing fees, 1 fees and
expenses of compliance with securities or blue sky laws (including fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), 1 printing expenses, 1 the Company's internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), 1 the fees and expenses, if
any, incurred in connection with the listing of the Registrable Securities, 1
fees and disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company and 1 the fees
and expenses of any special experts retained by the Company in connection with
such registration.  The Company shall have no obligation to pay any underwriting
fees, discounts or commissions attributable to the sale of Registrable
Securities, or any out-of-pocket expenses of the Holders.

                                      IV

          SECTION IV.1   Indemnification by the Company.  The Company agrees to
                         ------------------------------
indemnify and hold harmless each Selling Holder of Registrable Securities, its
officers, directors and agents, and each Person, if any, who controls such
Selling Holder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act from and against any loss, claim, damage or liability and
any action in respect thereof to which such Selling Holder, its officers,
directors and agents, and any such controlling Person may become subject under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability
or action arises out of, or is based upon, any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
prospectus relating to the Registrable Securities (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or arises out of, or is based upon, any 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 shall reimburse
each Selling Holder, its officers, directors and agents, and each such
controlling Person for any legal and other expenses reasonably incurred by that
Selling Holder, its officers, directors and agents, or any such controlling
Person in investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action.  The Company also agrees to indemnify
any Underwriters of the Registrable Securities, their officers and directors and
each Person who controls such Underwriters on substantially the same basis as
that of the indemnification of the Selling Holders provided in this Section 4.1.
The indemnity agreement contained in this Section 4.1 shall not apply to amounts
paid in settlement of any such loss, claim, damage or liability and any action
in respect thereof if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any loss, claim, damage, liability and
any action in respect thereof

                                      A-7
<PAGE>

to the extent that it arises from or is based upon written information relating
to a Person furnished expressly for use in connection with such registration by
such Person, nor shall the Company be liable to any Person for any such loss,
claim, damage or liability and any action in respect thereof to the extent it
arises from or is based upon 1 any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or prospectus
relating to the Registrable Securities delivered by such Person after the
Company had provided written notice to such Person that such registration
statement or prospectus contained such untrue statement or alleged untrue
statement of a material fact, 1 any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading after the Company had provided written notice
to such Person that such registration statement or prospectus contained such
omission or alleged omission, or 1 the failure of such Person to deliver any
preliminary or final prospectus, or any amendments or supplements thereto,
required under applicable securities laws, including the Securities Act, to be
so delivered, provided that a sufficient number of copies thereof had been
provided by the Company to such Person.

          SECTION IV.2   Indemnification by Holders of Registrable Securities.
                         ----------------------------------------------------
Each Selling Holder agrees, severally but not jointly, to indemnify and hold
harmless the Company, its officers, directors and agents and each Person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Selling Holder, but only with reference to
information related to such Selling Holder furnished in writing by such Selling
Holder or on such Selling Holder's behalf expressly for use in any registration
statement or prospectus relating to the Registrable Securities, or any amendment
or supplement thereto, or any preliminary prospectus.  Each Selling Holder also
agrees to indemnify and hold harmless Underwriters of the Registrable
Securities, their officers and directors and each Person who controls such
Underwriters on substantially the same basis as that of the indemnification of
the Company provided in this Section 4.2.  In no event, however, shall any
indemnity obligation under this Section 4.2 exceed the gross proceeds from the
offering received by such Selling Holder.

          SECTION IV.3   Conduct of Indemnification Proceedings.  Promptly after
                         --------------------------------------
receipt by any person in respect of which indemnity may be sought pursuant to
Section 4.1 or 4.2 (an "Indemnified Party") of notice of any claim or the
commencement of any action, the Indemnified Party shall, if a claim in respect
thereof is to be made against the person against whom such indemnity may be
sought (an "Indemnifying Party") notify the Indemnifying Party in writing of the
claim or the commencement of such action provided that the failure to notify the
Indemnifying Party shall not relieve it from any liability which it may have to
an Indemnified Party otherwise than under Section 4.1 or 4.2 and except to the
extent of any actual prejudice resulting therefrom.  If any such claim or action
shall be brought against an Indemnified Party, and it shall notify the
Indemnifying Party thereof, the Indemnifying Party shall be entitled to
participate therein, and, to the extent that it wishes, jointly with any other
similarly notified Indemnifying Party, to assume the defense thereof with
counsel satisfactory to the Indemnified Party.  After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided that the Indemnified Party shall
                                   --------
have the right to employ separate counsel to represent the Indemnified Party and
its controlling Persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, but the fees and expenses of such counsel

                                      A-8
<PAGE>

shall be for the account of such Indemnified Party unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (ii) based upon the written opinion of counsel of such
Indemnified Party representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such claim or proceeding.

          SECTION IV.4   Contribution.  If the indemnification provided for in
                         ------------
this Article IV is unavailable to the Indemnified Parties in respect of any
losses, claims, damages or liabilities referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) as between the Company and
the Selling Holders on the one hand and the Underwriters on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Holders on the one hand and the Underwriters on the
other from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits but also the relative fault of the Company and
the Selling Holders on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations and (ii) as between the Company on the one hand and each Selling
Holder on the other, in such proportion as is appropriate to reflect the
relative fault of the Company and of each Selling Holder in connection with such
statements or omissions, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Selling Holders on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the Company
and the Selling Holders bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the prospectus.  The relative fault of the Company and the Selling
Holders on the one hand and of the Underwriters on the other 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 to state a
material fact relates to information supplied by the Company and the Selling
Holders or by the Underwriters.  The relative fault of the Company on the one
hand and of each Selling Holder on the other 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 to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

          The Company and the Selling Holders agree that it would not be just
and equitable if contribution pursuant to this Section 4.4 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages or liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no

                                      A-9
<PAGE>

Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Registrable Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission, and
no Selling Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities of such
Selling Holder were offered to the public (less underwriting discounts and
commissions) exceeds the amount of any damages which such Selling Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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. Each Selling Holder's obligations to contribute
pursuant to this Section 4.4 are several in proportion to the proceeds of the
offering received by such Selling Holder bears to the total proceeds of the
offering received by all the Selling Holders and not joint.

                                       V

          SECTION V.1    Participation in Underwritten Registrations.  No Person
                         -------------------------------------------
may participate in any underwritten registration hereunder unless such Person
(a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and these
Registration Rights; provided that (i) such Person will not be required to make
                     --------
any representations or warranties except those which relate solely to themselves
and (ii) the liability of such Person to any Underwriter under such underwriting
agreement will be limited to liability arising from misstatements in, or
omissions from, written information regarding such Person provided by or on
behalf of such Person for inclusion in the prospectus.

          SECTION V.2    Rule 144.  The Company covenants that it will use its
                         --------
reasonable best efforts to file any reports required to be filed by it under the
Securities Act and the Exchange Act and that it will take such further action as
any Holder may reasonably request, all to the extent reasonably required from
time to time to enable Holders to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 or Rule 144A under the Securities Act, as such Rules
may be amended from time to time, or (b) any similar Rule or regulation
hereafter adopted by the SEC.  Upon the request of any Holder, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

          SECTION V.3    Holdback Agreements.  To the extent not inconsistent
                         -------------------
with applicable law, each Holder of Registrable Securities agrees not to effect
any sale or distribution of the issue being registered or of a similar security
of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, including a sale pursuant to Rule 144 or Rule
144A under the Securities Act, during the 14 days prior to, and during the 180-
day period beginning on, the effective date of the registration statement filed
by the Company (except as part of such registration) if, and to the extent,
requested by the managing Underwriter or Underwriters in the case of an
underwritten public offering.

                                     A-10
<PAGE>

          SECTION V.4    Stockholders Agreement.  Notwithstanding anything above
                         ----------------------
to the contrary, all Transfers of Registrable Securities subject to the
provisions of the Stockholders Agreement shall be made only in accordance with
such provisions.

                                     A-11