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                                                                    EXHIBIT 4.2


                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT


              THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is entered into as of the 1st day of May, 1997 by and among P.F.
CHANG'S CHINA BISTRO, INC., a Delaware corporation (the "Company"), and the
PERSONS listed on Schedule 1 attached hereto.

                                    RECITALS

              WHEREAS, as a condition precedent to the consummation of the
transactions contemplated by that certain Stock Purchase Agreement (the
"Original Purchase Agreement") dated as of February 1, 1996 among the Company
and certain of the shareholders of the Company (the "Original Investors"), the
Company and the Original Investors entered into a Registration Rights Agreement
(the "Original Registration Rights Agreement") dated as of February 28, 1996;

              WHEREAS, the Company has entered into a Stock Purchase Agreement
(the "New Purchase Agreement") dated as of April 28, 1997 with certain of the
Original Investors and additional investors (collectively, the "Purchasers"),
pursuant to which the Company will issue shares of its Series B Convertible
Preferred Stock to the Purchasers; and

              WHEREAS, in order to induce the Purchasers to enter into the New
Purchase Agreement, the Company has agreed to amend and restate the Original
Registration Rights Agreement to grant the benefits of the Original Registration
Rights Agreement to the holders of the Series B Convertible Preferred Stock and
to join those Purchasers not party to the Original Registration Rights
Agreement.

                                   AGREEMENTS

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

         1.       (a) Definitions. As used in this Agreement, and unless the
context requires a different meaning, the following terms shall have the
meanings indicated:

                  "Agent" means any Person authorized to act and who acts on
behalf of any holder of Registrable Securities with respect to the transactions
contemplated by this Agreement or the Stock Purchase Agreements.
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                  "Agreement Year" means each consecutive twelve-month period
beginning with the date of the Original Registration Rights Agreement.

                  "Business Days" means all days other than Saturday or Sunday
or any day on which banking institutions in New York, New York are authorized or
obligated by law to close.

                  "Common Stock" means capital stock of the Company, however
designated, which is not limited as to the amount of dividends (except as
subordinated to preferred stock in priority), or which is not limited as to the
amount of distributions upon liquidation or dissolution of the Company (except
as subordinated to preferred stock in priority), and shall include, without
limitation, the Company's presently authorized Common Stock, par value $.001 per
share.

                  "Demand Registration" means a registration pursuant to Section
3(a).

                  "Equivalent Transaction" means, with respect to any proposed
Piggy-Back Registration, the sale, pursuant to Rule 144A or any successor rule
thereto, of the Registrable Securities proposed to be sold in such Piggy-Back
Registration, which sale, in the good faith judgment of the holders of a
majority of such Registrable Securities after consultation with a reputable
investment banking firm, is likely to result in sales proceeds of 95% or more of
the greater of (i) the sales proceeds pursuant to such Piggy-Back Registration
and (ii) if the class of securities of which the Registrable Securities is a
part is traded on a national securities exchange or the Nasdaq National Market
System, the market price thereof.

                  "Exchange Act" means the Securities Exchange Act of 1934, and
the rules and regulations thereunder as amended from time to time.

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

                  "Person" means an individual, firm, partnership, corporation,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company or other entity or a government or agency or
political subdivision thereof.

                  "Piggy-Back Registration" means a registration pursuant to
Section 3(e).

                  "Preferred Stock" means the Series A Convertible Preferred
Stock and Series B Convertible Preferred Stock of the Company, par value $.001
per share, issued or sold pursuant to the Stock Purchase Agreements, or issued
by way of stock dividend or stock split in respect thereof, together with any
securities issued in substitution or exchange therefor.


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                  "Priority Amount" means $16.6 million.

                  "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by the Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

                  "Registrable Securities" means (a) the shares of Common Stock
issued or issuable upon conversion of the Preferred Stock, whether owned by any
Purchaser or not, and (b) any shares of Common Stock issued or issuable with
respect to such Common Stock by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that any such share or other security
shall be deemed to be a Registrable Security only if and so long as it is a
Transfer Restricted Security.

                      "Registration Expenses" See Section 6 hereof.

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

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time.

                      "SEC" means the Securities and Exchange Commission.

                  "Stock Purchase Agreements" means the Original Purchase
Agreement and the New Purchase Agreement.

                  "Transfer Restricted Securities" means securities acquired by
the holder thereof other than pursuant to an effective registration under
Section 5 of the Securities Act or pursuant to Rule 144; provided that a
Registrable Security that has ceased to be a Transfer Restricted Security cannot
thereafter become a Transfer Restricted Security.

                  "Underwritten Registration or Underwritten Offering" means a
registration in which securities of the Company are sold (whether by the Company
or by selling stockholders) to an underwriter for reoffering to the public.


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         (b)      Knowledge Standard. When used herein, the phrase "to
the knowledge of" any Person, "to the best knowledge of" any Person or any
similar phrase shall mean, (i) with respect to any individual, the actual
knowledge of such Person (ii) with respect to any corporation (or a limited
liability company), the actual knowledge of officers and directors, or Persons
acting in similar capacities, of such corporation and the knowledge of such
facts that such persons should have in the exercise of their duties after
reasonable inquiry and (iii) with respect to a partnership, the actual knowledge
of the officers and directors of the general partner of such partnership and the
knowledge of such facts that such persons should have in the exercise of their
duties after reasonable inquiry. When used herein, the phrase "to the knowledge
of the Company," "to the best knowledge of the Company" or any similar phrase
shall mean "to the best knowledge of the Company" using the standards set forth
in the previous sentence.

         2.       Securities Subject to this Agreement.

         (a)      Registrable Securities. The securities entitled to the
benefits of this Agreement are the Registrable Securities.

         (b)      Holders of Registrable Securities. A Person is deemed to be a
holder of Registrable Securities whenever such Person owns Registrable
Securities or has the right to acquire such Registrable Securities whether or
not such acquisition has actually been effected and disregarding the legal
restrictions upon the exercise of such right; provided, however, that a Person
shall not be deemed to be a holder of Registrable Securities who, together with
such Person's affiliates, then holds Registrable Securities constituting less
than one percent (1%) of the then issued and outstanding Common Stock and who
may then sell all Registrable Securities owned by such holder in reliance upon
Rule 144 of the Securities Act within six months pursuant to the volume
restrictions under said Rule based upon the average weekly reported trading
volume (currently Rule 144(e)(1)(ii)).

         3.       Demand Registration and Piggy-Back Registration.

         (a)      Request for Registration by Holders of Registrable Securities.
At any time after the earlier of (i) the last day of the third Agreement Year or
(ii) six months after the closing of the Company's initial public offering, if
the Company receives from the holders of at least 50% of the then outstanding
Registrable Securities then having a market value of at least $5 million, a
written request that the Company effect any registration or qualification with
respect to the Registrable Securities, the Company will:

                  (1)      within ten (10) days of receipt of such a request,
         give written notice of the proposed registration or qualification to
         all other holders of Registrable Securities; and


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                  (2)      as soon as reasonably practicable, use its best
         efforts to effect such registration or qualification (including,
         without limitation, the execution in the applicable Registration
         Statement of an undertaking to file required post-effective amendments,
         appropriate qualification under the applicable blue sky or other state
         securities laws and appropriate compliance with exemptive regulations
         issued under the Securities Act and any other governmental requirements
         or regulations) as may be so requested and as are reasonably necessary
         to permit or facilitate the sale and distribution of all or such
         portion of such holder's or holders' Registrable Securities as are
         specified in such request, together with all or such portion of the
         Registrable Securities of any other holder or holders joining in such
         request, or the Company in the case of securities requested by the
         Company to be registered (provided, however, the Company shall be
         permitted to participate in such registration only to the extent that
         all Registrable Securities as are specified by any holder in a Demand
         Registration request have been included in such registration), as are
         specified in a written notice given to the Company within 20 days after
         the date of such written notice from the Company pursuant to Section
         3(a)(1); provided, however that the Company will not be obligated to
         take any action to effect any such registration, qualification or
         compliance pursuant to this Section 3(a) after the completion of three
         Demand Registrations as set forth in Section 3(b).

                  Subject to the foregoing provisions, the Company will file a
Registration Statement covering the Registrable Securities so requested to be
registered as soon as practicable, but in any event within one hundred twenty
(120) days, after receipt of the request or requests of the initiating holders,
and shall use its best efforts to cause such Registration Statement and
Prospectus through which such Demand Registration is effected to remain
effective for a period of not more than twelve (12) months; provided, however,
that the Company may, for reasonable cause, by written notice to the holders
requesting a Demand Registration within ten (10) business days after such
request for a Demand Registration is given, elect to defer the Demand
Registration for a period not to exceed ninety (90) days (only one such election
to defer may be made in any 360-day period), whereupon at any time during such
ninety (90) day period the holders requesting such Demand Registration may
withdraw such request.

                  (b)      Effective Registration. A registration of Registrable
Securities will not count as a Demand Registration until it has become effective
and has been effective until all Registrable Securities included in such Demand
Registration have been sold pursuant thereto, provided, that such period of
effectiveness shall not exceed twelve (12) months.

                  (c)      Priority on Demand Registrations. If the holder or
holders of a majority in number of the Registrable Securities to be registered
in a Demand Registration under this Section 3 (or the holder or holders who
initiated the Demand Registration) so elect, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
Underwritten Offering. In such event, if the managing underwriter or
underwriters of such offering advise the Company and the 


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holders in writing that in their opinion the Registrable Securities requested to
be included in such offering is sufficiently large so as to materially and
adversely affect the success of the offering, the Company shall include in such
registration the maximum amount of Registrable Securities which in the opinion
of such managing underwriter or underwriters can be sold without any such
material adverse effect. The Company shall include Registrable Securities in
such registration as follows: (i) first, pro rata among the holders of
Registrable Securities who have requested to be included in such registration
pursuant to Section 3(a), including Section 3(a)(2) (based upon the number of
shares requested to be included in such registration), (ii) second, all
securities held by the Company for which the Company has requested inclusion
pursuant to Section 3(a), and (iii) third, any other holders of securities of
the Company who have requested to be included in such registration.

         (d)      Selection of Underwriters. The investment banker or bankers
and manager or managers that will administer the offering will be nationally
recognized investment banking firm(s) selected by the Company with the prior
written consent of the holders of a majority in number of Registrable Securities
to be included in such offering, which consent shall not be unreasonably
withheld.

         (e)      Piggy-Back Registration. If the Company determines to file a
registration statement under the Securities Act relating to a proposed sale to
the public of its equity securities (but excluding registrations relating solely
to employees' stock option or purchase plans or relating solely to a transaction
employing SEC Form S-4 or Form S-8 or successor forms thereto), either for its
own account or the account of a security holder or holders, the Company shall:

                  (1)      promptly give to each holder of Registrable
         Securities written notice thereof (which will include, to the extent
         known at the time, a list of the jurisdictions in which the Company
         intends to qualify such securities under the applicable blue sky or
         other state securities laws, the proposed offering price or price
         range, and the plan of distribution);

                  (2)      include in such registration (and any related
         qualification under blue sky laws or other compliance), and in any
         underwriting involved therein, all the Registrable Securities specified
         in a written request or requests, made within thirty (30) days after
         such written notice from the Company; and

                  (3)      use its best efforts to cause the managing
         underwriter or underwriters of such proposed Underwritten Offering to
         permit the Registrable Securities requested to be included in the
         registration statement for such offering to be included on the same
         terms and conditions as any similar securities of the Company included
         therein. Notwithstanding the foregoing, if the managing underwriter or
         underwriters of such offering deliver a written opinion to the Company
         and the holders of such Registrable Securities that marketing
         considerations require a limitation on the number of shares of Common
         Stock 


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         offered pursuant to any Registration Statement filed under this Section
         3(e), such limitation shall be imposed pro rata among all holders of
         Common Stock (other than such holders, if any, initiating the
         registration pursuant to registration rights granted by the Company,
         which holders shall receive priority with respect to inclusion in such
         registration in accordance with such contractual rights) and
         Registrable Securities who requested inclusion in the registration
         (based upon the number of shares requested to be included in the
         registration).

The foregoing notwithstanding, the Company shall not be obligated to effect a
Piggy-Back Registration pursuant to this Section 3(e) if at the time of the
request for such Piggy-Back Registration an Equivalent Transaction is available.

         (f)      Priority on All Registrations. If the Company (i) determines
to file a registration statement under the Securities Act relating to a proposed
sale to the public of its equity securities (but excluding registrations
relating solely to employees' stock option or purchase plans or relating solely
to a transaction employing SEC Form S-4 or Form S-8 or any successor forms
thereto), either for its own account or the account of a security holder or
holders or (ii) receives a written request to effect a Demand Registration, the
Company shall promptly give written notification ("Priority Notice") of the
proposed registration to all holders of Registrable Securities. Upon receipt of
a Priority Notice, any holder of Registrable Securities may elect to join in any
such proposed registration pursuant and subject to the terms of this Section
3(f) by providing the Company with written notice of such election and the
number of shares for which registration is requested ("Priority Request") within
thirty (30) days of receipt of the Priority Notice; provided, however, that the
holders of at least a majority of outstanding Registrable Securities so elect.

         Notwithstanding anything to the contrary set forth in this Agreement,
in connection with any registration of securities of the Company, upon receipt
of a Priority Request, the Company shall include in such registration the
Registrable Securities beneficially owned by such holders of Registrable
Securities that request to be included in such registration, representing up to
the Priority Amount in gross proceeds to such holders (less any amount of gross
proceeds received by any holders of Registrable Securities in connection with a
prior request pursuant to this Section 3(f)) (the "Priority Securities"), prior
to including securities of any other holder in such registration. In connection
with any registration in which more than one holder of Registrable Securities
makes a request to include Priority Securities, the Company shall include
Priority Securities in accordance with such holders' pro rata portion of the
Priority Amount (less any amount of gross proceeds received by such holder in
connection with a prior request pursuant to this Section 3(f)).

         Any request for registration made pursuant to Section 3(a) or 3(e) that
is withdrawn by a majority of the holders of Registrable Securities who
requested inclusion therein at any time prior to the date the Registration
Statement has become effective, due to a request by the holders of a majority of
outstanding Registrable


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Securities pursuant to this Section 3(f), shall not be counted as a Demand
Registration; provided, however, that the holder(s) effecting such withdrawal
shall be required to pay any Registration Expenses unless the managing
underwriter or underwriters shall have determined that the inclusion of the
Priority Securities in such registration would impair the ability to include the
Registrable Securities originally proposed for inclusion in such registration by
such withdrawing holder(s) or the price at which such shares would be offered to
the public. Any request for registration made pursuant to Section 3(f) shall not
be counted as a Demand Registration.

         4.       Hold-Back Agreements.

         (a)      Restrictions on Public Sale by the Company of Registrable
Securities. Each holder of Registrable Securities whose Registrable Securities
are covered by a Registration Statement filed pursuant to Section 3 hereof
agrees, if requested in writing by the managing underwriters in an Underwritten
Offering, not to effect any public sale or distribution of securities of the
Company of the same class as the securities included in such Registration
Statement, including a sale pursuant to Rule 144 under the Securities Act
(except as part of such Underwritten Registration), during the ninety (90) day
period subsequent to the filing of the Registration Statement for each
Underwritten Offering pursuant to such Registration Statement and during such
other period (not less than ninety (90) days) following such effective date as
shall be reasonably agreed upon by the Company, the holders of the Registrable
Securities whose Registrable Securities are covered by such registration and the
managing underwriters.

         (b)      Restrictions on Public Sale by the Company and Others. The
Company agrees:

                  (1)      not to effect any public or private sale or
         distribution of its debt or equity securities, including a sale
         pursuant to Regulation D under the Securities Act, during the ninety
         (90) day period prior to the filing of a Registration Statement under
         Section 3 hereof, and during the one hundred twenty (120) day period
         beginning on, the closing date of each Underwritten Offering made
         pursuant to a Registration Statement filed under Section 3 hereof, to
         the extent timely requested in writing by the managing underwriters
         (except as part of such Underwritten Registration or pursuant to
         registrations on Forms S-4 or S-8 or any successor forms thereto), and

                  (2)      to cause each holder of its privately placed debt or
         equity securities issued by the Company at any time on or after the
         date of this Agreement (other than Registrable Securities or securities
         issued upon the exercise or conversion of securities outstanding as of
         the date hereof) to agree not to effect any public sale or distribution
         of any such securities, including a sale pursuant to Rule 144 under the
         Securities Act (except as part of such Underwritten Registration, if
         permitted), during the ninety (90) day period subsequent to the filing
         of the 


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         Registration Statement for each Underwritten Offering and during the
         ninety (90) day period following the effective date of such
         Registration Statement, in each case to the extent the managing
         underwriter makes a timely written request that specifically identifies
         such holder(s).

         5.       Registration Procedures.

         In connection with the Company's registration obligations pursuant to
Section 3 hereof, the Company will use its best efforts to effect such
registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
the Company will as expeditiously as possible:

         (a)      before filing a Registration Statement or Prospectus or any
amendments or supplements thereto, furnish to the holders of the Registrable
Securities covered by such Registration Statement and the managing underwriters,
if any, copies of all such documents proposed to be filed, which documents will
be made available for review by such holders and managing underwriters, and the
Company will not file any Registration Statement or amendment thereto or any
Prospectus or any supplement thereto which includes information provided by the
holders of Registrable Securities to which the holders of a majority in number
of the Registrable Securities covered by such Registration Statement or the
underwriters, if any, shall reasonably object;

         (b)      prepare and file with the SEC such amendments and
post-effective amendments to any Registration Statement, and such supplements to
the Prospectus, as may be reasonably requested by any holders of a majority of
Registrable Securities covered by the Registration Statement or any managing
underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form utilized by the
Company or by the Securities Act or otherwise necessary to keep such
Registration Statement effective for the applicable period and cause the
Prospectus as so supplemented to be filed pursuant to Rule 424 under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the sellers thereof set forth in such Registration Statement
or supplement to the Prospectus;

         (c)      notify the counsel to the selling holders of Registrable
Securities and the managing underwriters, if any, promptly, and (if requested by
any such Person) confirm such advice in writing,

                  (1)      when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to the
         Registration Statement or any post-effective amendment, when the same
         has become effective,


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

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

                  (4)      if at any time, to the knowledge of the Company, the
         representations and warranties of the Company contemplated by paragraph
         (n) below cease to be true and correct,

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

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

         (d)      use every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment;

         (e)      if reasonably requested by the managing underwriter or
underwriters or a holder of Registrable Securities being sold in connection with
an Underwritten Offering, immediately incorporate in a Prospectus supplement or
post-effective amendment such necessary information as the managing underwriters
and the holders of a majority of the Registrable Securities being sold
reasonably request to have included therein relating to the plan of distribution
with respect to such Registrable Securities, including, without limitation,
information with respect to the amount of Registrable Securities being sold to
such underwriters, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the Underwritten (or best efforts
underwritten) Offering of the Registrable Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment within three (3) Business Days of the Company's
knowledge of any matters that would require such Prospectus supplement or
post-effective amendment;

         (f)      at the request of any selling holder of Registrable
Securities, furnish to such selling holder of Registrable Securities and each
managing underwriter, without charge, such number of conformed copies of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all 


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documents incorporated therein by reference and all exhibits (including those
incorporated by reference) as such holder may reasonably request;

         (g)      deliver to each selling holder of Registrable Securities and
the underwriters, if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons may reasonably request; the Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling holders
of Registrable Securities and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto; provided, however, the Company may revoke such
consent at any time the continued use of such Prospectus or any amendment or
supplement thereto would be in violation of applicable federal or state
securities laws or regulations;

         (h)      prior to any public offering of Registrable Securities,
register or qualify or cooperate with the selling holders of Registrable
Securities, the managing underwriters, if any, and their respective counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions
as any seller or underwriter reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Registration
Statement; provided that the Company will not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;

         (i)      cooperate with the selling holders of Registrable Securities
and the managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and, if
not required by applicable law, not bearing any restrictive legends; and enable
such Registrable Securities to be in such denominations and registered in such
names as the managing underwriters may request at least two business days prior
to any sale of Registrable Securities to the underwriters;

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

         (k)      if any fact contemplated by paragraph (c)(6) above shall
exist, to the Company's knowledge, during the period that the Company shall be
required hereunder to use its best efforts to maintain the effectiveness of the
applicable Registration Statement, prepare a supplement or post-effective
amendment to the Registration Statement or the related Prospectus or any
document incorporated therein by reference 


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or file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the 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;

         (l)      use its best efforts to cause all Registrable Securities
covered by the Registration Statement to be listed on each securities exchange
on which similar securities issued by the Company are then listed if requested
by the holders of a majority in number of such Registrable Securities or by the
managing underwriters, if any;

         (m)      not later than the effective date of the applicable
Registration Statement, provide a CUSIP number for all Registrable Securities
and, consistent with subparagraph (i) above, provide the applicable trustees or
transfer agents with printed certificates for the Registrable Securities which
are in a form eligible for deposit with Depositary Trust Company;

         (n)      enter into agreements (including underwriting agreements) in a
form reasonably satisfactory to the Company and take all other appropriate and
reasonable actions in order to expedite or facilitate the disposition of such
Registrable Securities and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an Underwritten
Registration:

                  (1)      make such representations and warranties to the
         holders of such Registrable Securities and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in primary Underwritten Offerings, in a manner reasonably
         satisfactory to the Company;

                  (2)      obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the managing underwriters, if any,
         and the counsel to the holders of Registrable Securities being sold)
         addressed to each selling holder and the underwriters, if any, covering
         the matters customarily covered in opinions requested in Underwritten
         Offerings, in a manner reasonably satisfactory to the Company;

                  (3)      obtain "cold comfort" letters and updates thereof
         from the Company's independent certified public accountants addressed
         to the selling holders of Registrable Securities and the underwriters,
         if any, such letters to be in customary form and covering matters of
         the type customarily covered in "cold comfort" letters to underwriters
         in connection with primary Underwritten Offerings;

                  (4)      if an underwriting agreement is entered into, cause
         the same to set forth in full the indemnification provisions and
         procedures of Section 7 hereof (or such other substantially similar
         indemnification and contribution provisions and


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         procedures as the underwriters shall reasonably request) with respect
         to all parties to be indemnified pursuant to said Section; and

                  (5)      deliver such documents and certificates as may be
         reasonably requested by the holders of a majority of the Registrable
         Securities being sold and the managing underwriters, if any, to
         evidence compliance with paragraph (k) above and with any customary
         conditions contained in the underwriting agreement or other agreement
         entered into by the Company.

The actions set forth in the above paragraph (n) shall be done at the
effectiveness of such Registration Statement, each closing under any
underwriting or similar agreement as and to the extent required thereunder and
from time to time as may reasonably be requested by any selling holder in
connection with the disposition of Registrable Securities pursuant to such
Registration Statement, all in a manner consistent with customary industry
practice;

         (o)      make available to a representative of the holders of a
majority in number of the Registrable Securities being sold, any managing
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney or accountant retained by the sellers or managing
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant reasonably related to the
registration, with respect to each at such time or times as the Company shall
reasonably determine; provided that any records, information or documents that
are designated by the Company in writing as confidential shall be kept
confidential by such Persons unless disclosure of such records, information or
documents is required by court or administrative order;

         (p)      otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make generally available to its security
holders, earnings statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder;

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

         (r)      promptly prior to the filing of any document which is to be
incorporated by reference into the Registration Statement or the Prospectus
(after initial filing of the Registration Statement) provide copies of such
document to counsel to the selling holders of Registrable Securities and to the
managing underwriters, if any, make the Company's representatives available for
discussion of such document during business hours upon reasonable advance
request and make such changes in such 


                                       13
<PAGE>   14
document prior to the filing thereof as counsel for such selling holders or
underwriters may reasonably request.

         The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding such seller and that distribution of such securities as
the Company may from time to time reasonably request in writing.

         Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in paragraph (k) above, such holder
will forthwith discontinue disposition of Registrable Securities until such
holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by paragraph (k) above, or until it is advised in writing by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings which are incorporated by reference in
the Prospectus, and, if so directed by the Company, such holder will deliver to
the Company (at the Company's expense, unless such supplement or amendment is
due to inaccurate information supplied by such holder to the Company in writing
specifically for inclusion in the applicable Registration Statement) all copies,
other than permanent file copies then in such holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. In the event the Company shall give any such notice, the time
periods mentioned in Section 4(a) hereof shall be extended by the number of days
during the period from and including the date of the giving of such notice to
and including the date when each seller of Registrable Securities covered by
such Registration Statement either receives the copies of the supplemented or
amended Prospectus contemplated by paragraph (k) above or is advised in writing
by the Company that the use of the Prospectus may be resumed.

         6.       Registration Expenses.

         (a)      All expenses incident to the Company's performance of or
compliance with this Agreement will be paid by the Company, regardless whether
the Registration Statement becomes effective including without limitation:

                  (1)      all registration and filing fees;

                  (2)      fees and expenses of compliance with securities or
         blue sky laws (including, without limitation, fees and disbursements of
         counsel for the underwriters or selling holders in connection with blue
         sky qualifications of the Registrable Securities and determination of
         their eligibility for investment under the laws of such jurisdictions
         as the managing underwriters or holders of a majority of the
         Registrable Securities being sold may reasonably designate);


                                       14
<PAGE>   15
                  (3)      printing (including, without limitation, expenses of
         printing or engraving certificates for the Registrable Securities in a
         form eligible for deposit with Depositary Trust Company and of printing
         prospectuses), messenger, telephone and delivery expenses;

                  (4)      fees and disbursements of counsel (i) for the Company
         and (ii) for the selling holders of the Registrable Securities;

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

                  (6)      fees and disbursements of underwriters as reasonably
         approved by the Company (excluding (x) discounts, commissions or fees
         of underwriters, selling brokers, dealer managers or similar securities
         industry professionals relating to the distribution of the Registrable
         Securities or (y) legal expenses of any Person other than the Company,
         the underwriters and the selling holders);

                  (7)      securities acts liability insurance if the Company so
         desires, and in such event, coverage for, selling holders of
         Registrable Securities should they so request and it is available;

                  (8)      fees and expenses associated of other Persons
         retained by the Company; and

                  (9)      fees and expenses associated with any NASD filing
         required to be made in connection with the Registration Statement,
         including, if applicable, the fees and expenses of any "qualified
         independent underwriter" (and its counsel) that is required to be
         retained in accordance with the rules and regulations of the NASD (all
         such expenses being herein called "Registration Expenses").

         Notwithstanding the provisions of subsection (a)(4) above, the amount
of legal fees reimbursable by the Company with respect to services rendered on
behalf of the selling holders of Registrable Securities thereunder shall not,
without the consent of the Company (which consent shall not be unreasonably
withheld) exceed (i) $5,000 in connection with a registration on Form S-3 and
(ii) $20,000 in connection with any other registration. The Company will, in any
event, pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in
connection with the listing of the securities to be registered on each
securities exchange on which similar securities issued by the Company are then
listed, and the fees and expenses of any Person, including special experts,
retained by the Company.


                                       15
<PAGE>   16
         (b)      In connection with each Registration Statement required
hereunder and pursuant to subsection (a)(4)(ii) above, the Company will
reimburse the holders of Registrable Securities being registered (together with
the holders of all other securities being registered) pursuant to such
Registration Statement for the reasonable fees and disbursements of not more
than one counsel (or more than one counsel if a conflict exists among such
selling holders in the exercise of the reasonable judgment of counsel for the
selling holders and counsel for the Company) chosen by the holders of a majority
of such Registrable Securities and such other securities being registered under
such Registration Statement.

         7.       Indemnification.

         (a)      Indemnification by the Company. The Company agrees to
indemnify and hold harmless each holder of Registrable Securities, its officers,
directors, employees and Agents and each Person who controls such holder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each such person being sometimes hereinafter referred to as an
"Indemnified Holder") from and against all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation and legal expenses)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary Prospectus, or arising out
of or 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, except insofar as such losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
allegation thereof based upon information furnished in writing to the Company by
such holder expressly for use therein; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any preliminary
Prospectus if (i) such holder failed to send or deliver a copy of the Prospectus
with or prior to the delivery of written confirmation of the sale of Registrable
Securities and (ii) the Prospectus would have corrected such untrue statement or
omission; and provided, further, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission in the Prospectus, if such untrue statement or
alleged untrue statement, omission or alleged omission is corrected in an
amendment or supplement to the Prospectus and if, having previously been
furnished by or on behalf of the Company with copies of the Prospectus as so
amended or supplemented, such holder thereafter fails to deliver such Prospectus
as so amended or supplemented prior to or concurrently with the sale of a
Registrable Security to the person asserting such loss, claim, damage, liability
or expense who purchased such Registrable Security which is the subject thereof
from such holder. This indemnity will be in addition to any liability which the
Company may otherwise have. 


                                       16
<PAGE>   17
The Company will also provide customary indemnification to underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Indemnified Holders of Registrable
Securities.

         If any action or proceeding (including any governmental investigation
or inquiry) shall be brought or asserted against an Indemnified Holder in
respect of which indemnity may be sought from the Company, such Indemnified
Holder shall promptly notify the Company in writing, and the Company shall
assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Holder and the payment of all expenses. Such
Indemnified Holder shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be the expense of such Indemnified Holder unless (a) the
Company has agreed to pay such fees and expenses or (b) the Company shall have
failed to assume the defense of such action or proceeding or has failed to
employ counsel reasonably satisfactory to such Indemnified Holder in any such
action or proceeding or (c) if the representation of such Indemnified Holder by
the counsel retained by the Company would be inappropriate due to actual or
potential conflicts of interests between the Indemnified Holder and any other
party represented by such counsel in such proceeding based on written advice of
counsel made available to the Company (in which case, if such Indemnified Holder
notifies the Company in writing that it elects to employ separate counsel at the
expense of the Company, the Company shall not have the right to assume the
defense of such action or proceeding on behalf of such Indemnified Holder, it
being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for such Indemnified Holder
and any other Indemnified Holders, which firm shall be designated in writing by
such Indemnified Holders). The Company shall not be liable for any settlement of
any such action or proceeding effected without its written consent, but if
settled with its written consent, or if there be a final judgment for the
plaintiff in any such action or proceeding, the Company agrees to indemnify and
hold harmless such Indemnified Holders from and against any loss or liability by
reason of such settlement or judgment.

         (b)      Indemnification by Holder of Registrable Securities. Each
holder of Registrable Securities agrees to indemnify and hold harmless the
Company, its directors and officers and each Person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such holder, but only with respect to information relating to such
holder furnished in writing by such holder expressly for use in any Registration
Statement or Prospectus, or any amendment or 


                                       17
<PAGE>   18
supplement thereto, or any preliminary Prospectus. In case any action or
proceeding shall be brought against the Company or its directors or officers or
any such controlling person, in respect of which indemnity may be sought against
a holder of Registrable Securities, such holder shall have the rights and duties
given the Company and the Company or its directors, officers, employees, agents
or such controlling person shall have the rights and duties given to each holder
by Section 7(a). In no event shall the liability of any selling holder of
Registrable Securities under this Section 7(b) be greater in amount than the
dollar amount of the net proceeds received by such holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.

         The Company shall be entitled to receive indemnities from underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement or any amendment or
supplement thereto, or any preliminary Prospectus.

         (c)      Contribution. If the indemnification provided for in this
Section 7 is unavailable to an indemnified party under Section 7(a) or Section
7(b) hereof (other than by reason of exceptions provided in those Sections) in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable 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, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the Company, on the one hand, and of the Indemnified Holder, on the other hand,
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Indemnified Holder, on the other hand, 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 or by the Indemnified Holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 7(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

         The Company and each holder of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section 7(c)
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
7(c), an Indemnified Holder shall not be required to contribute any amount in
excess of the amount by which the total price at 


                                       18
<PAGE>   19
which the Registrable Securities sold by such Indemnified Holder or its
affiliated Indemnified Holders and distributed to the public were offered to the
public exceeds the amount of any damages which such Indemnified Holder, or its
affiliated Indemnified Holders, 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.

         8.       Rule 144. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder and, at all times after the
effective date of the first registration filed by the Company which involves a
sale of securities of the Company to the general public, will take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule 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 of Registrable
Securities, the Company will deliver to such holder a written statement as to
whether it has complied with such information and requirements.

         9.       Participation in Underwritten Registrations. No holder of
Registrable Securities (or its successors or assigns) may participate in any
Underwritten Registration hereunder unless such Person (a) agrees to sell such
Person's Registrable Securities on the basis provided in any underwriting
arrangements approved by the underwriters and other Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

         10.      Miscellaneous.

         (a)      Remedies. Each holder of Registrable Securities, in addition
to being entitled to exercise all rights provided herein, and as provided in the
Transaction Agreements (as defined in the Stock Purchase Agreements), and
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

         (b)      No Inconsistent Agreements. The Company will not on or after
the date of this Agreement enter into any agreement, and as of the date of this
Agreement the Company is not a party to any agreement, with respect to its
securities which is


                                       19
<PAGE>   20
inconsistent with the rights granted to the holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof or impairs the
rights granted hereunder. The Company has not previously entered into any
agreement with respect to its securities granting any registration rights to any
Person which has not been terminated on or prior to the date hereof.

         (c)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of holders
of at least 50% of the then outstanding Registrable Securities. Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other holders of Registrable
Securities may be given by the holders of 50% of the Registrable Securities
being sold.

         (d)      Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, courier
service or personal delivery to the Company at its principal office and to the
Shareholders at the addresses or facsimile numbers set forth on Schedule 1
hereto or to such other addresses or facsimile number, as applicable, as any
party hereto may designate to the other in writing. All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; when delivered by courier, if delivered by commercial
overnight courier service; when mailed, five business days after being deposited
in the mail, postage prepaid.

         (e)      Successors and Assigns.

                  (i)      Subject to subparagraph (ii) of this Section 10(e),
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties, including, without limitation, and without
the need for an express assignment, subsequent holders of Registrable
Securities.

                  (ii)     The rights to cause the Company to register
securities granted to a holder of Registrable Securities by the Company pursuant
to this Agreement may be assigned by such holder to a transferee or assignee of
any of the holders' Registrable Securities; provided that (1) the Company is
given written notice by the holder at the time of or within a reasonable time
after said transfer, stating the name and address of said transferee or assignee
and identifying the securities with respect to which such registration rights
are being transferred or assigned; and (2) within sixty (60) days after being
requested to do so by the Company, said transferee or assignee executes an
agreement reasonably proposed by the Company by which the transferee or assignee
agrees to be bound by the terms hereof.


                                       20
<PAGE>   21
         (f)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (g)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         (h)      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

         (i)      Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

         (j)      Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings as to the subject matter, other than those
set forth or referred to herein with respect to the registration rights granted
by the Company with respect to the securities sold pursuant to the Stock
Purchase Agreements. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                            [signature pages follow]


                                       21
<PAGE>   22
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.


                                       P.F. CHANG'S CHINA BISTRO, INC.



                                       By:   ___________________________________
                                             Richard L. Federico, President

                                             5090 North 40th Street
                                             Suite 160
                                             Phoenix, Arizona 85018
                                             Attention:       Bert Vivian
                                             Telephone:       602-957-8986
                                             Telecopy:        602-957-8998


                                       22
<PAGE>   23
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.

                                     CATTERTON-SIMON PARTNERS, L.P.

                                     By:      CATTERTON INVESTMENT PARTNERS,
                                              its General Partner
                                     By:      CATTERTON PARTNERS CORPORATION
                                              its Managing General Partner



                                     By:________________________________________
                                          Name:
                                          Title:

                                          115 East Putnam Avenue
                                          Greenwich, Connecticut 06830
                                          Attention:       J. Michael Chu
                                          Telephone:       203-629-4901
                                          Telecopy:        203-629-4903



                                     CATTERTON-PFC, L.L.C.

                                     By:      CATTERTON PARTNERS CORPORATION
                                              its Managing Member



                                     By:________________________________________
                                          Name:
                                          Title:

                                          115 East Putnam Avenue
                                          Greenwich, Connecticut 06830
                                          Attention:       J. Michael Chu
                                          

                                       23
<PAGE>   24
                                          Telephone:       203-629-4901
                                          Telecopy:        203-629-4903


                                       24
<PAGE>   25
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.

                                     CATTERTON-PFC PARTNERS II, L.L.C.

                                     By:      CATTERTON PARTNERS CORPORATION
                                              its Managing Member



                                     By:________________________________________
                                          Name:
                                          Title:

                                          115 East Putnam Avenue
                                          Greenwich, Connecticut 06830
                                          Attention:       J. Michael Chu
                                          Telephone:       203-629-4901
                                          Telecopy:        203-629-4903


                                       25
<PAGE>   26
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.

                                     OAK INVESTMENT PARTNERS VI, LIMITED 
                                     PARTNERSHIP



                                     By:________________________________________
                                           Gerald R. Gallagher
                                           Managing Member of
                                           Oak Associates VI, LLC,
                                           the General Partner of Oak Investment
                                           Partners VI, Limited Partnership

                                           Oak Investment Partners
                                           4550 Norwest Center
                                           Minneapolis, Minnesota 55402
                                           Attention:       Gerald Gallagher
                                           Telephone:       612-339-9322
                                           Telecopy:        612-337-8017

                                     OAK VI AFFILIATES FUND, LIMITED PARTNERSHIP



                                     By:________________________________________
                                           Gerald R. Gallagher
                                           Managing Member of
                                           Oak VI Affiliates, LLC,
                                           the General Partner of Oak VI 
                                           Affiliates Fund, Limited Partnership

                                           Oak Investment Partners
                                           4550 Norwest Center
                                           Minneapolis, Minnesota 55402
                                           Attention:       Gerald Gallagher
                                           


                                       26
<PAGE>   27
                                           Telephone:       612-339-9322
                                           Telecopy:        612-337-8017


                                       27
<PAGE>   28
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.


                                     TRINITY VENTURES V, L.P.



                                     By:________________________________________
                                          James G. Shennan, Jr.
                                          General Partner

                                          Trinity Ventures
                                          155 Bovet Road, Suite 660
                                          San Mateo, California 94402
                                          Attention:       James G. Shennan, Jr.
                                          Telephone:       415-358-9700
                                          Telecopy:        415-358-9785


                                     TRINITY VENTURES V SIDE-BY-SIDE FUND, L.P.



                                     By:________________________________________
                                          James G. Shennan, Jr.
                                          General Partner

                                          Trinity Ventures
                                          155 Bovet Road, Suite 660
                                          San Mateo, California 94402
                                          Attention:       James G. Shennan, Jr.
                                          Telephone:       415-358-9700
                                          Telecopy:        415-358-9785


                                       28
<PAGE>   29
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     ARABELLA S.A.



                                     By:________________________________________
                                          Name:
                                          Title:

                                          c/o Scorpion Holdings
                                          599 Lexington Avenue, Suite 2700
                                          New York, New York 10022
                                          Attention:       Kevin McCarthy
                                          Telephone:       (212) 207-9020
                                          Telecopy:        (212) 207-9050



                                     ALBA, LTD.



                                     By:________________________________________
                                           Name:
                                           Title:

                                           c/o Scorpion Holdings
                                           599 Lexington Avenue, Suite 2700
                                           New York, New York 10022
                                           Attention:       Kevin McCarthy
                                           Telephone:       (212) 207-9020
                                           Telecopy:        (212) 207-9050


                                       29
<PAGE>   30
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     YVES SISTERON



                                     ___________________________________________
                                     602 North Crescent Avenue
                                     Beverly Hills, California 90210
                                     Telephone:       310-858-8042
                                     Telecopy:        310-550-1876



                                     STEVEN LEBOW



                                     ___________________________________________
                                     150 North Cliffwood
                                     Los Angeles, California 90049
                                     Telephone:       310-282-6165
                                     Telecopy:        310-282-6178


                                       30
<PAGE>   31
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     SUSAN C. SCHNABEL AND EDWARD L. 
                                     PLUMMER, JOINTLY



                                     ___________________________________________
                                     Susan C. Schnabel



                                     ___________________________________________
                                     Edward L. Plummer

                                     40858 N. 109th Place
                                     Scottsdale, Arizona 85262
                                     Telephone:       (602) 595-1366
                                     Telecopy:        (602) 595-1041


                                       31
<PAGE>   32
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     JOSEPH SCHELL



                                     ___________________________________________
                                     3983 Happy Valley Road
                                     Lafayette, California 94549
                                     Telephone:       415-627-2000
                                     Telecopy:        415-249-5513


                                     KARL MATTHIES



                                     ___________________________________________
                                     7 Bellagio Road
                                     P. O. Box 1322
                                     Ross, California 94957
                                     Telephone:       415-627-2250
                                     Telecopy:        415-249-5513


                                     MURRAY HUNEKE



                                     ___________________________________________
                                     315 Ambar Way
                                     Menlo Park, California 94025
                                     Telephone:       415-627-2873
                                     Telecopy:        415-249-5512


                                       32
<PAGE>   33
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.


                                     DAVID JACQUIN



                                     ___________________________________________
                                     c/o Montgomery Securities
                                     600 Montgomery Street
                                     San Francisco, California 94111
                                     Telephone:       (415) 627-2000
                                     Telecopy:        (415) 249-5513


                                     PAUL S. MADERA AND JOAN K. MADERA, JTWROS


                                     ___________________________________________
                                     Paul S. Madera

                                     ___________________________________________
                                     Joan K. Madera

                                     1205 Vancouver Avenue
                                     Burlingame, California 94010
                                     Telephone:       415-627-3174
                                     Telecopy:        413-249-5704


                                     KENNETH LANG



                                     ___________________________________________
                                     c/o Putnam Investments
                                     One Post Office Square


                                       33
<PAGE>   34
                                     Boston, Massachusetts 02109
                                     Telephone:       (617) 760-7443
                                     Telecopy:        (617) 292-1784


                                       34
<PAGE>   35
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.


                                     RICHARD FEDERICO



                                     ___________________________________________
                                     c/o P.F. Chang's China Bistro, Inc.
                                     5090 North 40th Street
                                     Suite 160
                                     Phoenix, Arizona 85018
                                     Telephone:       602-957-8986
                                     Telecopy:        602-957-8998


                                     EDWARD J. MATHIAS



                                     ___________________________________________
                                     5120 Cammack Drive
                                     Bethesda, Maryland 20816
                                     Telephone:       202-626-1228
                                     Telecopy:        202-347-1818


                                     A. WILLIAM ALLEN



                                     ___________________________________________
                                     7710 Sweetgum Avenue
                                     Los Colinas, Texas 75063
                                     Telephone:       (972) 401-0668
                                     Telecopy:        (972) 444-8375


                                       35
<PAGE>   36
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     J. RICHARD FREDERICKS



                                     ___________________________________________
                                     2395 Vallejo Street
                                     San Francisco, California 94010
                                     Telephone:       415-627-2000
                                     Telecopy:        413-249-5513


                                     C. DONALD DORSEY



                                     ___________________________________________
                                     1225 E. Warner Road, Lot 18
                                     Tempe, Arizona 85284-3245
                                     Telephone:       602-491-3109
                                     Telecopy:        602-491-1505



                                       36
<PAGE>   37
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     MICHAEL G. MUELLER AND CHRISTINE ELLEN 
                                     CULLENS, TRUSTEES OF THE MUELLER-CULLENS
                                     FAMILY TRUST U/D/T/ DATED JULY 9, 1996



                                     ___________________________________________
                                     Michael G. Mueller, Trustee



                                     ___________________________________________
                                     Christine Ellen Cullens, Trustee

                                     2710 Filbert Street
                                     San Francisco, California 94112
                                     Telephone:       415-775-4528


                                       37
<PAGE>   38
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     MICHAEL WELBORN



                                     ___________________________________________
                                     c/o Bank One, Arizona
                                     201 North Central Avenue
                                     35th Floor
                                     Phoenix, Arizona 85004
                                     Telephone:       (602) 221-1674
                                     Telecopy:        (602) 221-2684


                                       38
<PAGE>   39
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     GLOBAL RETAIL PARTNERS, L.P.

                                     By:      GLOBAL RETAIL PARTNERS, INC.,
                                              its General Partner



                                     By:________________________________________
                                           Name:
                                           Title:

                                     Global Retail Partners, L.P.
                                     277 Park Avenue, 19th Floor
                                     New York, New York 10172
                                     Attention:       Nicole Arnaboldi/Theo Rand
                                     Telephone:       (212) 892-3000
                                     Telecopy:        (212) 892-7552

                                     Global Retail Partners, L.P.
                                     2121 Avenue of the Stars, 30th Floor
                                     Los Angeles, California 90067
                                     Attention:       Osamu Watanabe
                                     Telephone:       (310) 282-6100
                                     Telecopy:        (310) 282-6178


                                       39
<PAGE>   40
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     DLJ DIVERSIFIED PARTNERS, L.P.

                                     By:      DLJ DIVERSIFIED PARTNERS, INC., 
                                              its General Partner



                                     By:________________________________________
                                           Name:
                                           Title:

                                     DLJ Diversified Partners, L.P.
                                     277 Park Avenue, 19th Floor
                                     New York, New York 10172
                                     Attention:       Nicole Arnaboldi/Theo Rand
                                     Telephone:       (212) 892-3000
                                     Telecopy:        (212) 892-7552

                                     with copy to:
                                     DLJ Diversified Partners, L.P.
                                     277 Park Avenue, 23rd Floor
                                     New York, New York 10172
                                     Attention:       Ivy Dodes
                                     Telephone:       (212) 892-3000
                                     Telecopy:        (212) 892-2689


                                       40
<PAGE>   41
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     GRP PARTNERS, L.P.

                                     By:      GLOBAL RETAIL PARTNERS, INC.,
                                              its General Partner



                                     By:________________________________________
                                           Name:
                                           Title:

                                     GRP Partners, L.P.
                                     277 Park Avenue, 19th Floor
                                     New York, New York 10172
                                     Attention:       Nicole Arnaboldi/Theo Rand
                                     Telephone:       (212) 892-3000
                                     Telecopy:        (212) 892-7552

                                     with copy to:
                                     GRP Partners, L.P.
                                     2121 Avenue of the Stars, 30th Floor
                                     Los Angeles, California 90067
                                     Attention:       Osamu Watanabe
                                     Telephone:       (310) 282-6100
                                     Telecopy:        (310) 282-6178


                                       41
<PAGE>   42
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     GLOBAL RETAIL PARTNERS FUNDING, INC.



                                     By:________________________________________
                                           Name:
                                           Title:

                                     Global Retail Partners Funding, Inc.
                                     277 Park Avenue, 19th Floor
                                     New York, New York 10172
                                     Attention:       Nicole Arnaboldi/Theo Rand
                                     Telephone:       (212) 892-3000
                                     Telecopy:        (212) 892-7552

                                     with copy to:
                                     Global Retail Partners Funding, Inc.
                                     2121 Avenue of the Stars
                                     Los Angeles, California 90067
                                     Attention:       Osamu Watanabe
                                     Telephone:       (310) 282-6100
                                     Telecopy:        (310) 282-6178


                                       42
<PAGE>   43
                         P.F. CHANG'S CHINA BISTRO, INC.
                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
authorized representatives as of the date first above written.



                                     DLJ FIRST ESC L.L.C.

                                     By:      DLJ LBO PLANS MANAGEMENT 
                                              CORPORATION, its Manager



                                     By:________________________________________
                                           Name:
                                           Title:

                                     DLJ First ESC L.L.C.
                                     277 Park Avenue, 19th Floor
                                     New York, New York 10172
                                     Attention:       Ed Poletti
                                     Telephone:       (212) 892-3005
                                     Telecopy:        (212) 892-7272

                                     with copy to:
                                     DLJ First ESC L.L.C.
                                     277 Park Avenue, 23rd Floor
                                     New York, New York 10172
                                     Attention:       Ivy Dodes
                                     Telephone:       (212) 892-3000
                                     Telecopy:        (212) 892-2689


                                       43
<PAGE>   44
                         P.F. CHANG'S CHINA BISTRO, INC.



                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT


                             Dated as of May 1, 1997

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
 1.  (a)      Definitions........................................................................   1
     (b)      Knowledge Standard.................................................................   3

 2.  Securities Subject to this Agreement........................................................   4
     (a)      Registrable Securities.............................................................   4
     (b)      Holders of Registrable Securities..................................................   4

 3.  Demand Registration and Piggy-Back Registration.............................................   4
     (a)      Request for Registration by Holders of Registrable Securities......................   4
     (b)      Effective Registration.............................................................   5
     (c)      Priority on Demand Registrations...................................................   5
     (d)      Selection of Underwriters. ........................................................   6
     (e)      Piggy-Back Registration............................................................   6
     (f)      Priority on All Registrations......................................................   7

 4.  Hold-Back Agreements........................................................................   7
     (a)      Restrictions on Public Sale by the Company of Registrable Securities...............   7
     (b)      Restrictions on Public Sale by the Company and Others..............................   8

 5.  Registration Procedures.....................................................................   8
</TABLE>


                                       44
<PAGE>   45
<TABLE>
<S>                                                                                                <C>
 6.  Registration Expenses.......................................................................  14

 7.  Indemnification.............................................................................  15
     (a)      Indemnification by the Company.....................................................  15
     (b)      Indemnification by Holder of Registrable Securities................................  17
     (c)      Contribution.......................................................................  17

 8.  Rule 144....................................................................................  18

 9.  Participation in Underwritten Registrations.................................................  18

10. Miscellaneous................................................................................  19
     (a)      Remedies...........................................................................  19
     (b)      No Inconsistent Agreements.........................................................  19
     (c)      Amendments and Waivers.............................................................  19
     (d)      Notices............................................................................  19
     (e)      Successors and Assigns.............................................................  20
     (f)      Counterparts.......................................................................  20
     (g)      Headings...........................................................................  20
     (h)      Governing Law......................................................................  20
     (i)      Severability.......................................................................  20
     (j)      Entire Agreement...................................................................  20
</TABLE>


                                       45