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                                                                    EXHIBIT 10.5

                                                             EXECUTION AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 2004,
by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation
(the "Company"), TOWN SPORTS INTERNATIONAL, INC., a New York corporation
("TSI"), BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership
("BRS"), the individuals and entities listed on the BRS Co-Investor Signature
Pages hereto (each, a "BRS Investor", and collectively, the "BRS Investors"),
FARALLON CAPITAL PARTNERS, L.P., a California limited partnership ("FCP"),
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., a California limited partnership
("FCIP"), RR CAPITAL PARTNERS, L.P., a Delaware limited partnership ("RRC"), and
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., a California limited
partnership (together with FCP, FCIP and RRC, "Farallon"), CANTERBURY DETROIT
PARTNERS, L.P., a Delaware limited partnership ("Canterbury Detroit"),
CANTERBURY MEZZANINE CAPITAL, L.P., a Delaware limited partnership ("Canterbury
Mezzanine" and, together with Canterbury Detroit the "Canterbury Investors", and
individually, a "Canterbury Investor") ROSEWOOD CAPITAL, L.P., a Delaware
limited partnership ("Rosewood"), ROSEWOOD CAPITAL IV, L.P., a Delaware limited
partnership ("Rosewood IV"), ROSEWOOD CAPITAL IV ASSOCIATES, L.P., a Delaware
limited partnership ("Rosewood Associates" and, collectively with Rosewood and
Rosewood IV, the "Rosewood Investors", and individually, a "Rosewood Investor"),
CAPITALSOURCE HOLDINGS LLC, a Delaware limited liability company
("CapitalSource"), KEITH ALESSI ("Alessi"), PAUL ARNOLD ("Arnold"), and certain
stockholders of the Company listed on the Executive Signature Pages hereto
(each, an "Executive", collectively, the "Executives"). (BRS, the BRS Investors,
the Farallon Investors, the Canterbury Investors, the Rosewood Investors,
CapitalSource, Alessi, Arnold and the Executives are referred to collectively
herein as the "Stockholders" and, individually as a "Stockholder"). Capitalized
terms used herein but not otherwise defined shall have the meanings assigned to
such terms in Section 1.

                  WHEREAS, the Stockholders currently own all of the issued and
outstanding capital stock of TSI consisting of Class A Common Stock, par value
$.001 per share (the "TSI Class A Common"), Series A Preferred Stock, par value
$1.00 per share (the "TSI Series A Preferred"), and Series B Preferred Stock,
par value $1.00 per share (the "TSI Series B Preferred");

                  WHEREAS, the Stockholders are currently parties to that
certain Registration Rights Agreement, dated as of December 10, 1996, as amended
by the First Amendment to Registration Rights Agreement, dated as of November
13, 1998, and the Second Amendment to the Registration Rights Agreement, dated
as of December 27, 2001 (collectively, the "Existing TSI Registration Rights
Agreement");

                  WHEREAS, TSI, the Company and the Stockholders have entered
into a Restructuring Agreement, dated as of the date hereof (the "Restructuring
Agreement"), pursuant to which TSI shall be reorganized as a wholly-owned
subsidiary of the Company by having (a) each of the Stockholders contribute and
deliver to the Company the shares of TSI Class A Common, TSI Series A Preferred
and TSI Series B Preferred owned by each Stockholder in exchange for all of the
issued and outstanding capital stock of the Company consisting of Class

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A Common Stock, par value $.001 per share (the "Class A Common"), Series A
Preferred Stock, par value $1.00 per share (the "Series A Preferred"), and
Series B Preferred Stock, par value $1.00 per share (the "Series B Preferred"),
as applicable for each Stockholder, and (b) immediately following the initial
stockholder contribution, the Company contribute and deliver to TSI for
cancellation the shares of TSI Class A Common, TSI Series A Preferred and TSI
Series B Preferred held by it in exchange for 1,000 shares of TSI Class A
Common, representing all of the issued and outstanding capital stock of TSI
(collectively, the "Restructuring"); and

                  WHEREAS, in conjunction with the Restructuring, TSI and the
Stockholders desire to cancel and terminate the Existing TSI Registration Rights
Agreement and enter into this Agreement.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:

                  1.       DEFINITIONS. As used herein, the following terms
shall have the following meanings.

                  "BRS Registrable Securities" means (i) any Common Stock issued
or issuable, whether upon conversion of any shares of Series B Preferred or
otherwise, to BRS and the BRS Investors on the date hereof or acquired by BRS,
the BRS Investors or any of their respective affiliates or partners after the
date hereof, and (ii) any shares of capital stock of the Company issued or
issuable with respect to the securities referred to in clause (i) by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For purposes of
this Agreement, a Person will be deemed to be a holder of BRS Registrable
Securities whenever such Person has the right to acquire directly or indirectly
such BRS Registrable Securities (upon conversion or exercise in connection with
a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected. Such securities will cease to be BRS Registrable
Securities when sold pursuant to Rule 144 or any offering registered under the
Securities Act.

                  "Canterbury Registrable Securities" means (i) any shares of
Common Stock held by a Canterbury Investor or issued or issuable, whether upon
conversion of any shares of Series B Preferred or otherwise, to a Canterbury
Investor, or their respective affiliates or partners on or after December 10,
1996 and (ii) any shares of capital stock of the Company issued or issuable with
respect to the securities referred to in clause (i) by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. For purposes of this Agreement, a
Person will be deemed to be a holder of Canterbury Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Canterbury Registrable Securities (upon conversion or exercise in connection
with a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected. Such securities will cease to be Canterbury
Registrable Securities when sold pursuant to Rule 144 or any offering registered
under the Securities Act.

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                  "CapitalSource Registrable Securities" means (i) any shares of
Common Stock issued or issuable to CapitalSource or its affiliates or members on
or after the date hereof and (ii) any shares of capital stock of the Company
issued or issuable with respect to the securities referred to in clause (i) by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. For
purposes of this Agreement, a Person will be deemed to be a holder of
CapitalSource Registrable Securities whenever such Person has the right to
acquire directly or indirectly such CapitalSource Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise,
but disregarding any restrictions or limitations upon the exercise of such
right), whether or not such acquisition has actually been effected. Such
securities will cease to be CapitalSource Registrable Securities when sold
pursuant to Rule 144 or any offering registered under the Securities Act.

                  "Common Stock" means, collectively, the Class A Common, the
Class B Common Stock, par value $.001 per share (the "Class B Common") of the
Company, and any other class of Common Stock, or if such outstanding Common
Stock is hereafter changed into or exchanged for different securities of the
Company, such other securities.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Executive Registrable Securities" means (i) the Common Stock
issued or issuable to the Executives, whether upon exercise of the Options
granted to the Executives or otherwise, on the date hereof, or acquired by any
Executive after the date hereof, in each case to the extent vested pursuant to
the terms of the applicable Executive Stock Agreement and (ii) any shares of
capital stock of the Company issued or issuable with respect to the securities
referred to in clause (i) by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. For purposes of this Agreement, a Person will be deemed
to be a holder of Executive Registrable Securities whenever such Person has the
right to acquire directly or indirectly such Executive Registrable Securities
(upon conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise of
such right), whether or not such acquisition has actually been effected. Such
securities will cease to be Executive Registrable Securities when sold pursuant
to Rule 144 or any offering registered under the Securities Act.

                  "Farallon Registrable Securities" means (i) any shares of
Common Stock held by the Farallon Investors or issued or issuable to the
Farallon Investors or their respective affiliates or partners on or after
December 10, 1996 and (ii) any shares of capital stock of the Company issued or
issuable with respect to the securities referred to in clause (i) by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For purposes of
this Agreement, a Person will be deemed to be a holder of Farallon Registrable
Securities whenever such Person has the right to acquire directly or indirectly
such Farallon Registrable Securities (upon conversion or exercise in connection
with a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected. Such securities will cease to be Farallon
Registrable Securities when sold pursuant to Rule 144 or any offering registered
under the Securities Act.

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                  "IPO" means the underwritten initial public offering of Common
Stock registered under the Securities Act.

                  "Options" means, collectively, the options to purchase Class A
Common (a) prior to the date hereof, granted to certain Executives pursuant to
the Town Sports International, Inc. Fourth Amended and Restated 1996 Stock
Option Plan and the Common Stock Option Agreements, by and between TSI and each
of the Executives and transferred to Holdings pursuant to the Restructuring and
the documents related thereto, and (b) on or after the date hereof, granted to
certain Executives pursuant to the Town Sports International Holdings, Inc. 2004
Stock Option Plan and the Common Stock Option Agreements, by and between the
Company and each of the Executives.

                  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or other entity, or a governmental
entity (or any department, agency or political subdivision thereof).

                  "Qualified Public Offering" means the sale, in an underwritten
primary public offering of Common Stock requested under the Securities Act, of
shares of Common Stock which is expected to result in net cash proceeds to the
Company in an aggregate amount of not less than $30.0 million.

                  "Registrable Securities" means the BRS Registrable Securities,
the Farallon Registrable Securities, the Rosewood Registrable Securities, the
Canterbury Registrable Securities, the Executive Registrable Securities and the
CapitalSource Registrable Securities.

                  "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company.

                  "Rosewood Registrable Securities" means (i) any shares of
Common Stock issued or issuable, whether upon conversion of any shares of Series
B Preferred or otherwise, to the Rosewood Investor or its affiliates or partners
on or after the date hereof and (ii) any shares of capital stock of the Company
issued or issuable with respect to the securities referred to in clause (i) by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. For
purposes of this Agreement, a Person will be deemed to be a holder of Rosewood
Registrable Securities whenever such Person has the right to acquire directly or
indirectly such Rosewood Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected. Such securities will cease to be
Rosewood Registrable Securities when sold pursuant to Rule 144 or any offering
registered under the Securities Act.

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                  "Rule 144" means Rule 144 under the Securities Act (or any
similar rule then in force).

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Unit Offering Registration" means a registration by the
Company of any of its Common Stock in connection with a registration the primary
purpose of which is to register debt securities (i.e., in connection with a
so-called "equity kicker").

                  2.       DEMAND REGISTRATIONS.

                  (a)      Requests for Registration. Subject to this Section 2,
(i) the holders of a majority of the BRS Registrable Securities may request
registration under the Securities Act of all or part of their Registrable
Securities on Form S-1 or any similar long-form registration ("Long-Form
Registrations") or on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations"), if available, (ii) the holders of a majority of
the Farallon Registrable Securities may request Long-Form Registrations and
Short-Form Registrations, if available, and (iii) the holders of a majority of
Canterbury Registrable Securities may request Short-Form Registrations, if
available. Each request for a Demand Registration (as defined in Section 2(c))
shall specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering. Within
ten days after receipt of any such request, the Company will give written notice
of such requested registration to all other holders of Registrable Securities
and will include (subject to the provisions of this Agreement) in such
registration, all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the receipt
of the Company's notice.

                  (b)      Long-Form Registrations. The holders of a majority of
BRS Registrable Securities will be entitled to request, at any time and from
time to time, three (3) Long-Form Registrations in which the Company will pay
all Registration Expenses. In addition, the holders of a majority of the
Farallon Registrable Securities will be entitled to request one (1) Long Form
Registration, if and only if, after the end of the fourth fiscal quarter
following the date on which the Company consummates an IPO, the Company is not
permitted under the Securities Act to use any applicable Short-Form
Registration. A registration will not count as the permitted Long-Form
Registration until it has become effective and unless the holders of Registrable
Securities are able to register and sell at least 90% of the Registrable
Securities requested to be included in such registration; it being understood
and agreed that the requisite holders of Registrable Securities making a request
for a Demand Registration hereunder may withdraw from such registration at any
time prior to the effective date of such Demand Registration, in which case such
request will not count as one of the permitted Demand Registrations for such
holders, irrespective of whether or not such registration is effected.

                  (c)      Short-Form Registrations. In addition to the
Long-Form Registrations provided pursuant to Section 2(b), (i) the holders of
BRS Registrable Securities will be entitled to request an unlimited number of
Short-Form Registrations, (ii) the holders of Farallon Registrable Securities
will be entitled to request up to three (3) Short-Form Registrations, (iii) the
holders of Canterbury Registrable Securities will be entitled to request up to
two (2) Short-

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Form Registrations and (iv) the holders of CapitalSource Registrable Securities
will be entitled to request up to one (1) Short-Form Registration, in each case,
in which the Company will pay all Registration Expenses. A registration will not
count as the permitted Short-Form Registration until it has become effective and
unless the holder of Registrable Securities are able to register and sell 90% of
the Registrable Securities requested to be included in such registration; it
being understood and agreed that the requisite holders of Registrable Securities
making a request for a Demand Registration hereunder may withdraw from such
registration at any time prior to the effective date of such Demand
Registration, in which case such request will not count as one of the permitted
Demand Registrations for such holders, irrespective of whether or not such
registration is effected. Demand Registrations will be Short-Form Registrations
whenever the Company is permitted to use any applicable short form. After the
Company has become subject to the reporting requirements of the Exchange Act,
the Company will use its best efforts to make Short-Form Registrations available
for the sale of Registrable Securities. All registrations requested pursuant to
Sections 2(b) and 2(c) are referred to herein as "Demand Registrations."

                  (d)      Priority on Demand Registrations. The Company will
not include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of at least a
majority of the Registrable Securities included in such registration. If a
Demand Registration is an underwritten offering and the managing underwriters
advise the Company in writing that in their opinion the number of Registrable
Securities and, if permitted hereunder, other securities requested to be
included in such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold therein without adversely affecting the
marketability of the offering, the Company will include in such registration,
(i)first, the number of Registrable Securities requested to be included in such
registration pro rata, if necessary, among the holders of Registrable Securities
based on the number of shares of Registrable Securities requested to be included
therein by each such holder and (ii) second, any other securities of the Company
requested to be included in such registration pro rata, if necessary, on the
basis of the number of shares of such other securities requested to be included
therein by each such holder. Any Persons other than holders of Registrable
Securities who participate in Demand Registrations which are not at the
Company's expense must pay their share of the Registration Expenses as provided
in Section 6 hereof.

                  (e)      Restrictions on Demand Registrations. The Company
will not be obligated to effect any Demand Registration within six months after
the effective date of a previous Demand Registration.

                  (f)      Selection of Underwriters. In the case of a Demand
Registration, the holders of a majority of the Registrable Securities to be
included in such Demand Registration will have the right to select the
investment banker(s) and manager(s) to administer the offering, which investment
banker(s) and manager(s) will be nationally recognized, subject to the Company's
approval which will not be unreasonably withheld.

                  (g)      Other Registration Rights. Except as provided in this
Agreement, the Company will not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, whether on
a "demand" or "piggyback" basis, without the prior written consent of the
holders of a majority of the BRS Registrable Securities; provided, that no such
registration

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rights which are senior to those granted to the holders of the Farallon
Registrable Securities, the holders of the Canterbury Registrable Securities or
the holders of the Executive Registrable Securities may be granted without the
prior written consent of (i) a majority of the holders of the Farallon
Registrable Securities in the case of the holders of Farallon Registrable
Securities, (ii) a majority of the holders of Canterbury Registrable Securities
in the case of the holders of Canterbury Registrable Securities, or (iii) a
majority of the holders of Executive Registrable Securities in the case of the
holders of Executive Registrable Securities, respectively. For the avoidance of
doubt, the granting of registration rights pari passu within any other
registration rights shall not be considered "senior."

                  3.       PIGGYBACK REGISTRATIONS.

                  (a)      Right to Piggyback. Whenever the Company proposes to
register any of its Common Stock under the Securities Act other than pursuant to
a Demand Registration, and other than a pursuant to a registration statement on
Form S-8 or S-4 or any similar or successor form or in connection with a Unit
Offering Registration and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
will give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 20 days after the receipt of the
Company's notice. Notwithstanding the foregoing, in connection only with an IPO
which is not a Qualified Public Offering, no Registrable Securities shall be
included in such registration without the prior written consent of the Company
(provided that any such consent shall permit all holders of Registrable
Securities to be included in such registration in a manner consistent with
Section 3(c)(ii) below).

                  (b)      Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all Piggyback
Registrations.

                  (c)      Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
the Company will include in such registration all securities requested to be
included in such registration; provided, that if the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, the Company will include in such registration first, the securities
the Company proposes to sell, and then (i) in the case of an IPO which is a
Qualified Public Offering (x) second, the Canterbury Registrable Securities
requested to be included in such registration, (y) third the other Registrable
Securities requested to be included in such registration pro rata among the
holders of such Registrable Securities on the basis of the number of shares
requested to be included therein by each such holder, and (z) fourth, other
securities, if any, requested to be included is such registration, or (ii)in all
other instances, (x) second, the Registrable Securities requested to be included
in such registration, pro rata among the holders of such Registrable Securities
on the basis of the number of shares of Registrable Securities requested to be
included therein by each such holder, and (y)third, other securities, if any,
requested to be included in such registration.

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                  (d)      Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities (which registration was consented to pursuant to
Section 2(g) above), the Company will include in such registration all
securities requested to be included in such registration; provided, that if the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company will include in such registration (i)
first, the securities (other than Registrable Securities) requested to be
included therein by the holders requesting such registration, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares of Registrable Securities requested to be included therein by each such
holder, and (iii) third, other securities requested to be included in such
registration.

                  (e)      Selection of Underwriters. If any Piggyback
Registration is an underwritten offering, the investment banker(s) and
manager(s) for the offering will be selected by the Company.

                  (f)      Other Registrations. If the Company has previously
filed a registration statement with respect to Registrable Securities pursuant
to this Section 3, and if such previous registration has not been withdrawn or
abandoned, the Company will not file or cause to be effected any other
registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Forms S-4 or S-8 or any similar or successor forms or in
connection with a Unit Offering Registration), whether on its own behalf or at
the request of any holder or holders of such securities, until a period of at
least six months has elapsed from the effective date of such previous
registration.

                  (g)      If requested by a majority of the holders of
Executive Registrable Securities, the Company hereby agrees that, in connection
with an IPO, it shall use its commercially reasonable efforts to prepare and
file a registration statement on Form S-8 or any successor form (and any
required reoffer prospectus in connection therewith) covering the Executive
Registrable Securities eligible to be registered on such form, and use its
commercially reasonable efforts to maintain the effectiveness of such
registration statement.

                  4.       HOLDBACK AGREEMENTS.

                  (a)      Each holder of Registrable Securities (other than the
BRS Investors) agrees not to effect any public sale or distribution (including
sales pursuant to Rule 144) of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the seven days prior to and the 90-day period beginning on the effective
date of any Demand Registration or Piggyback Registration for a public offering
to be underwritten on a firm commitment basis in which Registrable Securities
are included (except as part of such underwritten registration), unless the
underwriters managing the registered public offering request otherwise, in which
case, each holder of Registrable Securities (other than the BRS Investors)
agrees to be bound by a holdback of up to a 180 day period beginning the
effective date of any such Demand Registration or Piggyback Registration.

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                  (b)      The Company agrees (i) not to effect any public sale
or distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or Piggyback Registration (except as part of
such underwritten registration, or pursuant to registrations on Forms S-4 or S-8
or any similar or successor forms or in connection with a Unit Offering
Registration), unless the underwriters managing the registered public offering
otherwise agree, and (ii) to cause each holder of at least 5% (on a fully
diluted basis) of its Common Stock, or any securities convertible into or
exchangeable or exercisable for Common Stock, purchased from the Company at any
time after the date of this Agreement (other than in a registered public
offering) to agree not to effect any public sale or distribution (including
sales pursuant to Rule 144) of any such securities during such period (except as
part of such underwritten registration, if otherwise permitted), unless the
underwriters managing the registered public offering otherwise agree.

                  5.       REGISTRATION PROCEDURES. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, 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, and pursuant thereto
the Company will as expeditiously as possible:

                  (a)      prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company will furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement copies of all such documents proposed to be filed);

                  (b)      prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than nine months and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;

                  (c)      if requested by the holders of a majority of the BRS
Registrable Securities in connection with any Demand Registration requested by
such holders, use its commercially reasonable efforts to cause to be included in
such registration Common Stock having an aggregate value (based on the mid-point
of the proposed offering price range specified in the registration statement
used to offer such securities) of up to $30 million, to be offered in a primary
offering of the Company's securities contemporaneously with such offering of
Registrable Securities;

                  (d)      furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as

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such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;

                  (e)      use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of process
(i.e., service of process which is not limited solely to securities law
violations) in any such jurisdiction);

                  (f)      notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company will
promptly prepare 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 fact necessary to make the statements therein not misleading;

                  (g)      cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company are
then listed and, if not so listed, to be listed on the National Association of
Securities Dealers Automated Quotations National Market System ("NASDAQ") and,
if listed on the NASDAQ, use its best efforts to secure designation of all such
Registrable Securities covered by such registration statement as a NASDAQ
"national market system security" within the meaning of Rule 11Aa2-1 of the
Securities and Exchange Commission or, failing that, to secure NASDAQ
authorization for such Registrable Securities and, without limiting the
generality of the foregoing, to arrange for at least two market makers to
register as such with respect to such Registrable Securities with the National
Association of Securities Dealers;

                  (h)      provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;

                  (i)      enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including, without limitation,
effecting a stock split or a combination of shares);

                  (j)      make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all information

                                       10

<PAGE>

reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;

                  (k)      otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earning statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earning statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

                  (l)      permit any holder of Registrable Securities which
holder, in its sole and exclusive judgment, might be deemed to be an underwriter
or a controlling person of the Company, to participate in the preparation of
such registration or comparable statement and to require the insertion therein
of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included;

                  (m)      in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any common stock included in such registration statement for
sale in any jurisdiction, the Company will use its reasonable best efforts
promptly to obtain the withdrawal of such order;

                  (n)      use its best efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the sellers thereof to consummate the disposition of such Registrable
Securities; and

                  (o)      obtain a "cold comfort" letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by "cold comfort" letters as the holders of a
majority of the Registrable Securities being sold reasonably request.

If any such registration or comparable statement refers to any holder by name or
otherwise as the holder of any securities of the Company and if, in its sole and
exclusive judgment, such holder is or might be deemed to be a controlling person
of the Company, such holder shall have the right to require (i)the insertion
therein of language, in form and substance satisfactory to such holder and
presented to the Company in writing, to the effect that the holding by such
holder of such securities is not to be construed as a recommendation by such
holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such holder will assist in meeting any
future financial requirements of the Company, or (ii)in the event that such
reference to such holder by name or otherwise is not required by the Securities
Act or any similar Federal statute then in force, the deletion of the reference
to such holder; provided, that with respect to this clause (ii) such holder
shall furnish to the Company an opinion of counsel to such effect, which opinion
and counsel shall be reasonably satisfactory to the Company.

                  6.       REGISTRATION EXPENSES.

                  (a)      All Registration Expenses will be borne by the
Company.

                                       11

<PAGE>

                  (b)      Unless otherwise agreed to in writing by the Company,
in connection with each Demand Registration and each Piggyback Registration, the
Company will reimburse the holders of Registrable Securities covered by such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities.

                  7.       INDEMNIFICATION.

                  (a)      The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its partners, members,
officers and directors and each Person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses arising out of or based upon any untrue or alleged untrue statement
of material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
such holder, partners, members, director, officer or controlling person for any
legal or other expenses reasonably incurred by such holder, partner, member,
director, officer or controlling person in connection with the investigation or
defense of such loss, claim, damage, liability or expense, except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by such holder expressly for use therein or by such holder's failure to
deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company will indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.

                  (b)      In connection with any registration statement in
which a holder of Registrable Securities is participating, each such holder will
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, will indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact relating to such holder and provided by such holder to the Company or the
Company's agent contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such holder; provided, that the obligation
to indemnify will be individual to each holder and will be limited to the net
amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.

                  (c)      Any Person entitled to indemnification hereunder will
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that failure to give such
notice shall not affect the right of such Person to indemnification hereunder)
and (ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to

                                       12

<PAGE>

such claim, permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

                  (d)      The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

                  8.       PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No
Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all customary questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements; provided, that no holder of Registrable Securities
included in any underwritten registration shall be required to make any
representations or warranties to the Company or the underwriters other than
representations and warranties regarding such holder and such holder's intended
method of distribution.

                  9.       RULE 144 REPORTING. With a view to making available
to the holders of Registrable Securities the benefits of certain rules and
regulations of the Securities and Exchange Commission which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

                  (a)      make and keep current public information available,
within the meaning of Rule 144 or any similar or analogous rule promulgated
under the Securities Act, at all times after it has become subject to the
reporting requirements of the Exchange Act;

                  (b)      file with the Securities and Exchange Commission, in
a timely manner, all reports and other documents required of the Company under
the Securities Act and Exchange Act (after it has become subject to such
reporting requirements); and

                  (c)      so long as any party hereto owns any Registrable
Securities, furnish to such Person forthwith upon request, a written statement
by the Company as to its compliance with the reporting requirements of said Rule
144 (at any time commencing 90 days after the effective date of the first
registration filed by the Company for an offering of its securities to the
general public), the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of the

                                       13

<PAGE>

Company; and such other reports and documents as such Person may reasonably
request in availing itself of any rule or regulation of the Securities and
Exchange Commission allowing it to sell any such securities without
registration.

                  10.      NOTICES. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally, mailed by certified or registered mail, return receipt requested and
postage prepaid, or sent via a nationally recognized overnight courier, or sent
via facsimile to the recipient. Such notices, demands and other communications
will be sent to the address indicated below:

                  To the Company:

                           Town Sports International Holdings, Inc.
                           888 Seventh Avenue, Suite 1801
                           New York, New York 10106
                           Attention: Alex Alimanestianu
                           Facsimile No.: (212) 664-8906

                  With copies to:

                           Bruckmann, Rosser, Sherrill & Co., Inc.
                           126 East 56th Street, 29th Floor
                           New York, New York  10022
                           Attention: Rice Edmonds
                           Facsimile No.: (212) 521-3799

                           Kirkland & Ellis LLP
                           Citigroup Center
                           153 East 53rd Street
                           New York, New York 10022-4611
                           Attention: Eunu Chun, Esq.
                           Facsimile No.: (212) 446-4900

                  To BRS or any BRS Investor:

                           c/o Bruckmann, Rosser, Sherrill & Co., Inc.
                           126 East 56th Street, 29th Floor
                           New York, New York  10022
                           Attention: Rice Edmonds
                           Facsimile No.: (212) 521-3799

                                       14

<PAGE>

                  With a copy to (which shall not constitute notice to BRS or
any BRS Investor):

                           Kirkland & Ellis LLP
                           Citigroup Center
                           153 East 53rd Street
                           New York, New York  10022-4611
                           Attention: Eunu Chun, Esq.
                           Facsimile No.: (212) 446-4900

                  To any Farallon Investor:

                           c/o Farallon Capital Management, L.L.C.
                           One Maritime Plaza, Suite 1325
                           San Francisco, California 94111
                           Attention: Mark Wehrly
                           Facsimile No.: (415)421-2133

                  With a copy to (which shall not constitute notice to any
Farallon Investor):

                           Richards Spears Kibbe & Orbe LLP
                           World Financial Center, 29th Floor
                           New York, New York  10281
                           Attention: Jahangier Sharifi, Esq.
                           Facsimile No.: (212) 530-1801

                  To any Rosewood Investor:

                           Rosewood Capital Partners, L.P.
                           One Maritime Plaza
                           Suite 1330
                           San Francisco, California 94111
                           Attention: Kyle A. Anderson
                           Facsimile No.: (415) 362-1192

                  With a copy to (which shall not constitute notice to any
Rosewood Investor):

                           Preston Gates & Ellis, LLP
                           One Maritime Plaza
                           Suite 2400
                           San Francisco, California 94111
                           Attention: Lawrence B. Low, Esq.
                           Facsimile No.: (415) 788-8819

                                       15

<PAGE>

                  To Canterbury Mezzanine:

                           Canterbury Mezzanine Capital, L.P.
                           600 Fifth Avenue, 23rd Floor
                           New York, New York 10020
                           Attention: Patrick N.W. Turner
                           Facsimile No.: (212)332-1584

                  With a copy to (which shall not constitute notice to
Canterbury Mezzanine:

                           Loeb & Loeb LLP
                           345 Park Avenue
                           New York, New York  10154
                           Attention: Stan Johnson, Esq.
                           Facsimile No.: (212) 407-4990

                  To Canterbury Detroit:

                           Canterbury Detroit Partners, L.P.
                           600 Fifth Avenue, 23rd Floor
                           New York, New York 10020
                           Attention: Patrick N.W. Turner
                           Facsimile No.: (212)332-1584

                  With a copy to (which shall not constitute notice to
Canterbury Detroit):

                           Loeb & Loeb LLP
                           345 Park Avenue
                           New York, New York  10154
                           Attention:  Stan Johnson, Esq.
                           Facsimile No.:  (212) 407-4990

                  To CapitalSource:

                           CapitalSource Holdings LLC
                           4445 Willard Avenue, 12th Floor
                           Chevy Chase, Maryland 20815
                           Attention: Corporate Finance Group, Managing Director
                                      Corporate Finance Group, General Counsel
                           Facsimile No.: (301) 841-2360 and (301) 841-2380

                  To any of the Executives Alessi, or Arnold:

                           c/o Town Sports International, Inc.
                           888 Seventh Avenue, 25th Floor
                           New York, New York 10106
                           Facsimile No.: (212) 664-8906

                                       16

<PAGE>

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party.

                  11.      MISCELLANEOUS.

                  (a)      No Inconsistent Agreements. The Company will not
enter into any agreement which is inconsistent with or violates the rights
granted to the holders of Registrable Securities in this Agreement.

                  (b)      Remedies. Any Person having rights under any
provision of this Agreement will be entitled to enforce such rights specifically
to recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.

                  (c)      Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and holders of at least 70% of the
Registrable Securities; provided, no amendment or waiver which materially and
adversely affects the holders of (i) BRS Registrable Securities, (ii) Farallon
Registrable Securities, (iii) Canterbury Registrable Securities, (iv)
CapitalSource Registrable Securities or (v) Executive Registrable Securities,
shall be effective against such holders of (i) BRS Registrable Securities, (ii)
Farallon Registrable Securities, (iii) Canterbury Registrable Securities, (iv)
CapitalSource Registrable Securities or (v) Executive Registrable Securities
unless such amendment is approved by the holders of a majority of (i) BRS
Registrable Securities, (ii) Farallon Registrable Securities, (iii) Canterbury
Registrable Securities, (iv) CapitalSource Registrable Securities or (iv)
Executive Registrable Securities, respectively, so affected. The amendment of
this Agreement to add a party hereto and to grant such party registration rights
pro rata with the existing parties to this Agreement shall not be deemed an
amendment that "materially and adversely affects" any class of Registrable
Securities.

                  (d)      Successors and Assigns. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto will bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of Registrable Securities.

                  (e)      Severability. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

                                       17

<PAGE>

                  (f)      Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same Agreement.

                  (g)      Waiver of Jury Trial. Each of the parties hereto
waives any right it may have to trial by jury in respect of any litigation based
on, arising out of, under or in connection with this Agreement or any course of
conduct, course of dealing, verbal or written statement or action of any party
hereto.

                  (h)      Governing Law. All questions concerning the
construction, validity and interpretation of this Agreement shall be governed by
and construed in accordance with the domestic laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.

                  (i)      Time is of the Essence; Computation of Time. Time is
of the essence for each and every provision of this Agreement. Whenever the last
day for the exercise of any privilege or the discharge of any duty hereunder
shall fall upon a Saturday, Sunday, or any date on which banks in New York, New
York are authorized to be closed, the party having such privilege or duty may
exercise such privilege or discharge such duty on the next succeeding day which
is a regular business day.

                  (j)      Descriptive Headings. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

                  (k)      Entire Agreement. This Agreement embodies the
complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supercedes and preempts any prior understandings,
agreements, or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way including, without
limitation, the Existing TSI Registration Rights Agreement which is hereby
terminated in its entirety by the parties hereto and shall have no further force
and effect as of the date hereof.

                                    * * * * *

                                       18

<PAGE>

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

                                      TOWN SPORTS INTERNATIONAL, INC.

                                      By: /s/ Richard Pyle
                                          ------------------------------------
                                          Name:  Richard Pyle
                                          Title: Chief Financial Officer

                                      TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

                                      By: /s/ Richard Pyle
                                          ------------------------------------
                                          Name:  Richard Pyle
                                          Title: Chief Financial Officer

                                      BRUCKMANN, ROSSER, SHERRILL & CO., L.P.

                                      By: BRS Partners, Limited Partnership
                                      Its: General Partner

                                      By: BRSE Associates, Inc.
                                      Its: General Partner

                                      By: /s/ Paul Kaminski
                                          ------------------------------------
                                          Name:  Paul Kaminski
                                          Title: Secretary

                                      FARALLON CAPITAL PARTNERS, L.P.

                                      By: Farallon Partners, L.L.C.
                                      Its: General Partner

                                      By: /s/ Monica R. Landry
                                          ------------------------------------
                                          Name:  Monica R. Landry
                                          Title: Manager

<PAGE>

                                      FARALLON CAPITAL INSTITUTIONAL
                                      PARTNERS, L.P.

                                      By: Farallon Partners, L.L.C.
                                      Its: General Partner

                                      By:  /s/ Monica R. Landry
                                          ------------------------------------
                                          Name:  Monica R. Landry
                                          Title: Managing Member

                                      RR CAPITAL PARTNERS, L.P.

                                      By: Farallon Partners, L.L.C.
                                      Its: General Partner

                                      By:  /s/ Monica R. Landry
                                          ------------------------------------
                                          Name:  Monica R. Landry
                                          Title: Managing Member

                                      FARALLON CAPITAL INSTITUTIONAL
                                      PARTNERS II, L.P.

                                      By: Farallon Partners, L.L.C.
                                      Its: General Partner

                                      By:  /s/ Monica R. Landry
                                          ------------------------------------
                                          Name:  Monica R. Landry
                                          Title: Managing Member

                                      CANTERBURY DETROIT PARTNERS, L.P.

                                      By: Canterbury Detroit, LLC
                                      Its: General Partner

                                      By: /s/ Patrick Turner
                                          ------------------------------------
                                          Name:  Patrick Turner
                                          Title: Manager

<PAGE>

                                      CANTERBURY MEZZANINE CAPITAL, L.P.

                                      By: Canterbury Capital, LLC
                                      Its: General Partner

                                      By: /s/ Patrick Turner
                                          ------------------------------------
                                          Name:  Patrick Turner
                                          Title: Manager

                                      ROSEWOOD CAPITAL, L.P.

                                      By: /s/ Kevin Reilly
                                          ------------------------------------
                                          Name:  Kevin Reilly
                                          Title: Principal

                                      ROSEWOOD CAPITAL IV, L.P.

                                      By: /s/ Kevin Reilly
                                          ------------------------------------
                                          Name:  Kevin Reilly
                                          Title: Principal

                                      ROSEWOOD CAPITAL IV ASSOCIATES, L.P.

                                      By: /s/ Kevin Reilly
                                          ------------------------------------
                                          Name:  Kevin Reilly
                                          Title: Principal

                                      CAPITALSOURCE HOLDINGS LLC

                                      By: /s/ Joseph Turitz
                                          ------------------------------------
                                          Name:  Joseph Turitz
                                          Title: General Counsel

                                      /s/ Keith Alessi
                                      ----------------------------------------
                                      Keith Alessi

<PAGE>

                                      /s/ Paul Arnold
                                      ----------------------------------------
                                      Paul Arnold

<PAGE>

                          [BRS INVESTOR SIGNATURE PAGE]

                                      /s/ Stephen Sherrill
                                      ----------------------------------------
                                      STEPHEN SHERRILL, as Attorney-in-Fact for
                                      each of the following Investors:

                                      Bruce Bruckmann
                                      Elizabeth McShane
                                      Beverly Place
                                      D. Bruckmann
                                      BCB Partnership
                                      NAZ Partnership
                                      Harold O. Rosser
                                      Virgil Sherrill
                                      Stephen Sherrill
                                      Nancy Zweng
                                      Paul D. Kaminski

                                      Merrill Lynch Pearce Fenner & Smith,
                                      Custodian for the Benefit of Paul D.
                                      Kaminski IRA

<PAGE>

                           [EXECUTIVE SIGNATURE PAGE]

                                      /s/ Mark Smith
                                      -----------------------------------------
                                      MARK SMITH

                                      /s/ Robert Giardina
                                      -----------------------------------------
                                      ROBERT GIARDINA

                                      /s/ Richard Pyle
                                      -----------------------------------------
                                      RICHARD PYLE

                                      /s/ Alexander Alimanestianu
                                      -----------------------------------------
                                      ALEXANDER ALIMANESTIANU

                                      /s/ Debbie Smith
                                      -----------------------------------------
                                      DEBBIE SMITH

                                      /s/ Carol Cornbill
                                      -----------------------------------------
                                      CAROL CORNBILL

                                      /s/ Edward Trainor
                                      -----------------------------------------
                                      EDWARD TRAINOR

                                      /s/ Robert Calvo
                                      -----------------------------------------
                                      ROBERT CALVO

                                      /s/ Maggie Stevens
                                      -----------------------------------------
                                      MAGGIE STEVENS

                                      /s/ Ray Dewhirst
                                      -----------------------------------------
                                      RAY DEWHIRST

                                      /s/ Nina Duchaine
                                      -----------------------------------------
                                      NINA DUCHAINE

<PAGE>

                           [EXECUTIVE SIGNATURE PAGE]

                                      /s/ Heinz Ritschard
                                      ------------------------------------------
                                      HEINZ RITSCHARD

                                      /s/ Peter Bazzell
                                      ------------------------------------------
                                      PETER BAZZELL

                                      /s/ Felicia Bachiccio
                                      ------------------------------------------
                                      FELICIA BACHICCIO