REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  ("Agreement")  is entered into as of
December  ___,  1998, by and between  Harvest  Restaurant  Group,  Inc., a Texas
corporation  (the  "Company"),  the  subscribers  (hereinafter  referred  to  as
"Subscribers"  or  "Investors")  and the  Placement  Agent  (as  defined  in the
Subscription Agreement) to the Company's offering ("Offering") of Eight Thousand
Six  Hundred  (8,600)  shares  of  Series D  Convertible  Preferred  Stock  (the
"Preferred  Stock") and warrants to purchase  additional shares of the Company's
Common  Stock  (the   "Warrants")   pursuant  to  the  Regulation  D  Securities
Subscription   Agreements   between  the  Company  and  the   Subscribers   (the
"Subscription Agreements"),  the terms of which are incorporated herein and made
a part hereof.

          1. Definitions. For purposes of this Agreement:

          (a) The terms "register",  "registered," and "registration" refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance  with the Securities Act of 1933 (the "Act") and
pursuant to Rule 415 under the Act or any successor rule, and the declaration or
ordering of effectiveness of such registration statement or document;

          (b) For purposes of the Required  Registration under Section 2 hereof,
the term "Registrable Securities" means the shares and warrants of the Company's
Common  Stock,  together  with any capital  stock issued in  replacement  of, in
exchange for or otherwise in respect of such Common Stock (the "Common  Stock"),
issuable  or  issued  upon  conversion  of the  Series D  Preferred  Stock  (the
"Preferred  Stock")  issued to  Subscribers  in the  Offering (as defined in the
Subscription Agreement).

          For  purposes  of a Demand  Registration  under  Section 3 hereof or a
Piggyback Registration under Section 4 hereof, the term "Registrable Securities"
shall have the meaning set forth  above,  except  that the  following  shall not
constitute  Registrable  Securities for purposes of a Demand  Registration under
Section 3 hereof or a Piggyback Registration under Section 4 hereof:

          1. shares of Common Stock  obtainable  on  conversion of the Preferred
          Stock  (in  whole  or  in  part)  shall  not  constitute   Registrable
          Securities  if those  shares of Common Stock may be resold in a public
          transaction  without  registration under the Act,  including,  without
          limitation, pursuant to Rule 144 under the Act; and

          2. any Registrable  Securities  resold in a public  transaction  shall
          cease to constitute Registrable Securities.

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          (c) The number of shares of "Registrable  Securities then outstanding"
shall be  determined  by the  number of shares of Common  Stock  which have been
issued or are issuable upon  conversion  of the  Preferred  Stock at the time of
such determination;

          (d) The term  "Holder"  means any person owning or having the right to
acquire Registrable Securities or any permitted assignee thereof;

          (e) The term  "Initiating  Holders"  means (i) holders of  Registrable
Securities obtained or obtainable upon conversion of at least Five Hundred (500)
shares of Preferred Stock; and

          (f) The term "Due  Date"  means the date which is one  hundred  twenty
(120)  days  after  the  shareholders  meeting  to which  the  Definitive  Proxy
Statement (as defined in the Subscription Agreement) relates.

          (g) The  terms  "Offering"  and  "Closing"  shall  have  the  meanings
ascribed to them in the Subscription Agreement.

          2. Required Registration.

          (a) Within one hundred  twenty (120) days after the meeting  regarding
the Proxy,  the  Company  shall  file a  registration  statement  ("Registration
Statement")  on Form S-3,SB-2 (or other suitable  form),  covering the resale of
all shares of Registrable Securities then outstanding.

          (b)  The  Company  shall  use  all  reasonable  efforts  to  have  the
Registration Statement declared effective on or before the Due Date.

          (c) If the Registration Statement is not declared effective by the Due
Date as a result of the Company's  failure to file such  Registration  Statement
timely or  failure  to strive  diligently  to have such  Registration  Statement
declared  effective  by the Due Date,  the Company  shall pay the  Investors  an
amount equal to one percent (1%) per month of the aggregate  amount of Preferred
Stock sold in the Offering,  compounded  monthly and accruing  daily,  until the
Registration  Statement or a registration  statement filed pursuant to Section 3
or Section 4 is declared  effective,  payable in cash.  A two  percent  (2%) per
month  penalty  payable in cash will be  provided  to the  Investors  should the
Registration  Statement not be declared  effective on or before the date that is
181 days after the Closing.  The accrual  amount  payable will be tolled for any
periods  occasioned by a delay of a Registration  Statement under Section 3 as a
result  of the  choice  of the  Holders  to  have  that  Registration  Statement
underwritten.

          (d) If the Registration Statement is not declared effective by the Due
Date, but all the  Registrable  Securities held by an Investor are available for
sale by the  Investor,  in the  opinion of counsel to the  Investor  (reasonably
acceptable  to the  Company  to  permit  such  sale)  (the  "Opinion"),  without
compliance with the  registration  and prospectus  delivery  requirements of the
Act, so that all transfer restrictions and restrictive legends pertaining to the
Registrable Securities may be removed prior to and upon the consummation of such

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sale, then the registration contemplated hereby shall no longer be required with
respect to such  Investor's  Registrable  Securities  upon the furnishing to the
Company of the Opinion,  and the Company will cooperate  fully with the Investor
and use its best  efforts to  facilitate  removal  of  restrictive  legends  and
transfer  restrictions  pertaining to the Registrable  Securities.  Such efforts
shall  include,  but not be limited to,  undertaking to furnish such opinions of
counsel to the Company as the Company's transfer agent may reasonably require.

          3. Demand Registration.

          (a) If the Registration  Statement described in Section 2 above is not
effective by the Due Date,  Initiating Holders may notify the Company in writing
and demand that the Company file a registration  statement  under the Securities
Act (a "Demand  Registration  Statement") covering the resale of the Registrable
Securities  then  outstanding.  Upon receipt of such notice,  the Company shall,
within ten (10) days  thereafter,  give  written  notice of such  request to all
Holders and shall,  subject to the limitations of subsections  3(b) and 5(b), as
soon as practicable,  and in any event within ninety (90) days after the receipt
of such request, file a registration under the Act of all Registrable Securities
which the Holders request, by notice given to the Company.

          (b) If the Initiating  Holders  intend to distribute  the  Registrable
Securities  covered by their request by means of an underwriting,  they shall so
advise the Company as a part of their  request  made  pursuant to this Section 3
and the Company shall include such  information  in the written  notice to other
Holders  referred to in subsection  3(a). In such event,  the right of any other
Holder to include  his  Registrable  Securities  in such  registration  shall be
conditioned  upon  such  Holder's  participation  in such  underwriting  and the
inclusion of such Holder's  Registrable  Securities in the underwriting  (unless
otherwise  mutually  agreed by a majority in interest of the Initiating  Holders
and such  Holder)  to the extent  provided  herein.  All  Holders  proposing  to
distribute their securities  through such underwriting  shall (together with the
Company as provided in subsection 6(f)) enter into an underwriting  agreement in
customary  form  with  the  underwriter  or   underwriters   selected  for  such
underwriting by a majority in interest of the Initiating Holders, and reasonably
acceptable  to the  Company.  The  Holder  will  not be  required  to  make  any
representation other than as to its ownership of the Registrable  Securities and
its intended method of distribution.

          (c)  The  Company  is   obligated   to  effect  only  one  (1)  demand
registration  pursuant to Section 3 of this  Agreement.  The  Company  agrees to
include all  Registrable  Securities  held by all  Holders in such  Registration
Statement  without cutback or reduction.  In the event the Company  breaches its
obligation of the preceding sentences, any Holders of the Registrable Securities
which were not included in such  Registration  Statement  shall be entitled to a
second demand  registration  for such excluded  securities and the Company shall
keep such registration statement effective as required by Section 7.

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          4. Piggyback Registration.  If the Registration Statement described in
Section  2 is not  effective  by  the  Due  Date,  and no  demand  for a  Demand
Registration  Statement has been made pursuant to Section 3, and if (but without
any  obligation to do so) the Company  proposes to register  (including for this
purpose a registration  effected by the Company for shareholders  other than the
Holders)  any of its Common  Stock under the Act in  connection  with the public
offering of such securities solely for cash (other than a registration  relating
solely for the sale of securities to  participants in a Company stock or options
plan or a registration on Form S-4 promulgated under the Act or any successor or
similar form registering stock issuable upon a reclassification, upon a business
combination  involving an exchange of securities  or upon an exchange  offer for
securities of the issuer or another  entity),  the Company shall,  at such time,
promptly  give each Holder  written  notice of such  registration  (a "Piggyback
Registration  Statement").  Upon the written request of each Holder given by fax
within ten (10) days after mailing of such notice by the Company,  which request
shall state the intended  method of  disposition  of such shares by such Holder,
the Company shall cause to be included in such registration  statement under the
Act all of the Registrable  Securities that each such Holder has requested to be
registered ("Piggyback Registration");  nothing herein shall prevent the Company
from  withdrawing  or  abandoning  the  registration   statement  prior  to  its
effectiveness.

          5. Limitation on Obligations to Register.

          (a) In the case of a Piggyback  Registration on an underwritten public
offering by the Company, if the managing  underwriter  determines and advises in
writing that the  inclusion  in the  registration  statement of all  Registrable
Securities proposed to be included would interfere with the successful marketing
of the securities  proposed to be registered by the Company,  then the number of
such Registrable  Securities to be included in the registration  statement shall
be allocated among all Holders who had requested Piggyback Registration,  in the
proportion  that the number of  Registrable  Securities  which each such Holder,
including  Placement  Agent,  seeks to  register  bears to the  total  number of
Registrable Securities sought to be included by all Holders, including Placement
Agent.

          (b) Notwithstanding anything to the contrary herein, the Company shall
have the right (i) to defer the initial  filing or request for  acceleration  of
effectiveness  of any Demand  Registration  Statement or Piggyback  Registration
Statement  or (ii) after  effectiveness,  to suspend  effectiveness  of any such
registration statement, if, in the good faith judgment of the board of directors
of the  Company  and upon the advice of counsel  to the  Company,  such delay in
filing  or  requesting  acceleration  of  effectiveness  or such  suspension  of
effectiveness is necessary in light of (i) the requirement by the underwriter in
a public offering by the Company that such Registration  Statement be delayed or
suspended or (ii) the existence of material non-public information (financial or
otherwise)  concerning  the Company,  disclosure of which at the time is not, in
the opinion of the board of directors of the Company upon the advice of counsel,
(A) otherwise  required and (B) in the best interests of the Company;  provided,
however,  that solely in the case of a demand  registration the Company will not
delay filing or suspend  effectiveness of such  registration for more than three
(3)  months  from  the  date of the  demand,  unless  it is then  engaged  in an
acquisition that would make such  registration  impracticable,  in which case it
will use its best efforts to eliminate such impracticability as soon as possible
after such three (3) month period.

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          (c) In the  event  the  Company  believes  that  shares  sought  to be
registered  under Section 2, Section 3 or Section 4 by Holders do not constitute
"Registrable  Securities" by virtue of Section 1(b) of this  Agreement,  and the
status of those Shares as Registrable  Securities is disputed, the Company shall
provide,  at its expense,  an opinion of counsel,  reasonably  acceptable to the
Holders of the Securities at issue (and  satisfactory to the Company's  transfer
agent to  permit  the sale  and  transfer)  that  those  securities  may be sold
immediately,  without restriction or resale, without registration under the Act,
by virtue of Rule 144 or other applicable exemptions.

          (d) The Company is not obligated to effect a Demand Registration under
Section 3: (i) during the ninety (90) day period after the Due Date,  so long as
the  Registration  Statement  required  under Section 2 has been filed,  and the
Company  is  using  all  reasonable  efforts  to  obtain  a  declaration  of the
effectiveness  of the  Registration  Statement during such period or, (ii) if in
the opinion of counsel to the  Company  reasonably  acceptable  to the person or
persons  from whom  written  request for  registration  has been  received  (and
satisfactory  to the  Company's  transfer  agent to permit  the  transfer)  that
registration  under the Act is not required for the immediate transfer of all of
the Registrable Securities pursuant to Rule 144 or other applicable exemption.

          6.  Obligations  to Increase  the Number of Available  Shares.  In the
event that the number of shares  available under a registration  statement filed
pursuant  to  Section  2 or  Section  3 is  insufficient  to  cover  all  of the
Registrable   Securities  then   outstanding,   the  Company  shall  amend  that
registration  statement, or file a new registration statement, or both, so as to
cover all shares of Registrable  Securities then outstanding.  The Company shall
effect such amendment or new registration within sixty (60) days of the date the
registration  statement  filed under Section 2 or Section 3 is  insufficient  to
cover  all  the  shares  of  Registrable   Securities  then   outstanding.   Any
Registration  Statement filed hereunder shall, to the extent  permissible by the
Rules  of the  Securities  and  Exchange  Commission  ("SEC"),  state  that,  in
accordance with Rule 416 under the Act, such Registration  Statement also covers
such  indeterminate  numbers of additional  shares of Common Stock as may become
issuable upon  conversion of the Preferred Stock to prevent  dilution  resulting
from stock changes or by reason of changes in the conversion price in accordance
with the terms  thereof.  Unless and until such  amendment  or new  registration
statement is effective, the Investors shall have the rights described in Section
2(c) above.

          7. Obligations of the Company.  Whenever required under this Agreement
to effect the registration of any Registrable Securities,  the Company shall, as
expeditiously as reasonably possible:

          (a)  Prepare  and file  with  the SEC a  registration  statement  with
respect to such  Registrable  Securities  and use its best efforts to cause such
registration statement to become effective.

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          (b) Prepare and file with the SEC such  amendments and  supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to comply with the provisions of the
Act  with  respect  to  the  disposition  of  all  securities  covered  by  such
registration statement.

          (c) With respect to any Registration  Statement filed pursuant to this
Agreement,  keep such registration  statement effective until the earlier of (i)
the Holders of Registrable  Securities  covered by such  registration  statement
have completed the distribution described in the registration statement; or (ii)
nine (9) months after the effective date of registration.

          (d) Furnish to the  Holders  such  numbers of copies of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
Act,  and such  other  documents  as they  may  reasonably  request  in order to
facilitate the disposition of Registrable Securities owned by them.

          (e) Use its best  efforts  to  register  and  qualify  the  securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such  jurisdictions  as shall be reasonably  requested by the Holders of
the Registrable Securities covered by such registration statement, provided that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto  to qualify to do  business  or to file a general  consent to service of
process in any such states or jurisdictions.

          (f) In the event of any underwritten  public offering,  enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form, with the managing underwriter of such offering.  Each Holder participating
in such  underwriting  shall also enter into and perform its  obligations  under
such an agreement.

          (g)  Notify  each  Holder of  Registrable  Securities  covered by such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered under the Act of the happening of any event as a result
of which the  prospectus  included in such  registration  statement,  as then in
effect,  includes  an  untrue  statement  of  material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.

          (h) Furnish,  at the request of any Holder requesting  registration of
Registrable  Securities  pursuant  to this  Agreement,  on the  date  that  such
Registrable  Securities are delivered to the underwriters for sale in connection
with a registration  pursuant to this  Agreement,  if such  securities are being
sold through  underwriters,  or, if such  securities  are not being sold through
underwriters,  on the date that the registration  statement with respect to such
securities  becomes effective,  (i) an opinion,  dated such date, of the outside
counsel of recognized standing (or reasonably acceptable to Holder) representing
the Company for the purposes of such  registration,  in form and substance as is
customarily given to underwriters in an underwritten public offering,  addressed
to the  underwriters,  if any,  and to the Holders  requesting  registration  of
Registrable  Securities and (ii) a letter dated such date,  from the independent
certified  public  accountants  of the  Company,  in form  and  substance  as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering,  addressed to the underwriters,  if any, and to
the Holders requesting registration of Registrable Securities.

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          (i) As promptly as  practicable  after  becoming  aware of such event,
notify  each  Investor  of the  happening  of any event of which the Company has
knowledge,  as a result of which the  prospectus  included  in the  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  and use its best efforts promptly to prepare a supplement
or amendment to the  Registration  Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to each
Investor as such Investor may reasonably request.

          (j)  Provide   Holders  with  written   notice  of  the  date  that  a
registration  statement registering the resale of the Registrable  Securities is
declared effective by the SEC.

          (k)  Provide  Holders and their  representatives  the  opportunity  to
conduct a reasonable due diligence inquiry of Company's  pertinent financial and
other  records and make  available  its  officers,  directors  and employees for
questions  regarding such information as it relates to information  contained in
the registration  statement  subject to all information  received by the Holders
and their representatives being kept confidential.

          (l)  Provide  Holders and their  representatives  the  opportunity  to
review the registration statement and all amendments thereto a reasonable period
of time prior to their filing with the SEC.

          8.  Furnish  Information.  It shall be a  condition  precedent  to the
obligations  of the Company to take any action  pursuant to this  Agreement with
regard to each selling  Holder that such selling  Holders  shall  furnish to the
Company such information regarding themselves,  the Registrable  Securities held
by them, and the intended  method of disposition of such  securities as shall be
required  to effect  the  registration  of their  Registrable  Securities  or to
determine  that  registration  is not  required  pursuant  to Rule  144 or other
applicable provision of the Act.

          9. Expenses of Required and Demand  Registration.  All expenses  other
than underwriting  discounts and commissions and fees and expenses of counsel to
the  selling  Holders  incurred in  connection  with  registrations,  filings or
qualifications  pursuant to Sections 2 and 3, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, shall be borne by the Company.

          10. Expenses of Company  Registration.  The Company shall bear and pay
all  expenses   incurred  in  connection  with  any   registration,   filing  or
qualification  of  Registrable  Securities  with  respect  to  the  registration
pursuant  to  Section 4 for each  Holder,  including  (without  limitation)  all
registration,  filing,  and  qualification  fees,  printers and accounting  fees
relating or  apportionable  thereto but  excluding  underwriting  discounts  and
commissions and fees and expenses of counsel to the selling Holders  relating to
Registrable Securities.

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          11.  Indemnification.  In the event  any  Registrable  Securities  are
included in a registration statement under this Agreement:

          (a) To the extent  permitted by law, the Company  will  indemnify  and
hold  harmless  each  Holder,  the officers  and  directors of each Holder,  any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls  such  Holder  or  underwriter  within  the  meaning  of the Act or the
Securities  Exchange  Act of 1934,  as amended  (the " 1934  Act"),  against any
losses,  claims,  damages,  or liabilities  (joint or several) to which they may
become  subject  under  the Act,  the 1934 Act or other  federal  or state  law,
insofar as such losses,  claims,  damages, or liabilities (or actions in respect
thereof)  arise  out of or are  based  upon  any  of the  following  statements,
omissions or violations  (collectively a "Violation"):  (i) any untrue statement
or alleged untrue  statement of a material fact  contained in such  registration
statement,  including any preliminary  prospectus or final prospectus  contained
therein or any amendments or supplements  thereto,  (ii) the omission or alleged
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements therein not misleading,  or (iii) any violation
by the Company of the Act, the 1934 Act, any state securities law or any rule or
regulation  promulgated under the Act, the 1934 Act or any state securities law;
and  the  Company  will  reimburse  each  such  Holder,   officer  or  director,
underwriter  or controlling  person for any legal or other  expenses  reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim,  damage,  liability,  or action;  provided,  however,  that the indemnity
agreement  contained in this subsection 11(a) shall not apply to amounts paid in
settlement  of any such  loss,  claim,  damage,  liability,  or  action  if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld),  nor shall the Company be liable in any such case
for any such loss,  claim,  damage,  liability,  or action to the extent that it
arises out of or is based upon a Violation  which occurs in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with such  registration by any such Holder,  officer,  director,  underwriter or
controlling person.

          (b) To the extent permitted by law, each selling Holder, severally and
not  jointly,  will  indemnify  and  hold  harmless  the  Company,  each  of its
directors, each of its officers who have signed the registration statement, each
person,  if any,  who  controls  the Company  within the meaning of the Act, any
underwriter  and any  other  Holder  selling  securities  in  such  registration
statement or any of its  directors  or officers or any person who controls  such
Holder, against any losses,  claims,  damages, or liabilities (joint or several)
to which the  Company or any such  director,  officer,  controlling  person,  or
underwriter or controlling person, or other such Holder or director,  officer or
controlling  person may  become  subject,  under the Act,  the 1934 Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder  expressly for use in connection  with such  registration;  and each such
Holder will  reimburse any legal or other  expenses  reasonably  incurred by the
Company and any such  director,  officer,  controlling  person,  underwriter  or
controlling person, other Holder,  officer,  director,  or controlling person in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  subsection  11(b) shall not apply to amounts paid in  settlement of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld;  provided, that, in no event shall any indemnity under this subsection
10(b) exceed the net proceeds from the offering received by such Holder.

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          (c) Promptly after receipt by an indemnified  party under this Section
11 of notice of the  commencement  of any  action  (including  any  governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against  any  indemnifying  party under this  Section  11,  deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the reasonably incurred fees and
expenses  of  one  such  counsel  to be  paid  by  the  indemnifying  party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
11, but the omission so to deliver written notice to the indemnifying party will
not  relieve  it of any  liability  that it may  have to any  indemnified  party
otherwise than under this Section 11.

          (d) In the event that the  indemnity  provided in paragraph (a) or (b)
of this  Section  10 is  unavailable  to or  insufficient  to hold  harmless  an
indemnified  party for any reason,  the  Company and each holder of  Registrable
Securities  agree to  contribute to the aggregate  claims,  losses,  damages and
liabilities (including legal or other expenses reasonably incurred in connection
with  investigating  or  defending  same)  (collectively  "Losses") to which the
Company and one or more of the holders of Registrable  Securities may be subject
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Company and the holders in connection  with the  statements  or omissions  which
resulted in such Losses; provided,  however, that in no case shall any holder be
responsible  for any amount in excess of the net  purchase  price of  securities
sold by it under the registration statement.  Relative fault shall be determined
by reference  to whether any alleged  untrue  statement  or omission  relates to
information  provided  by the  Company or by the  holders.  The  Company and the
holders  agree  that it would not be just and  equitable  if  contribution  were
determined by pro rata  allocation or any other method of allocation  which does
not  take   account  of  the   equitable   considerations   referred  to  above.
Notwithstanding  the  provisions  of this  paragraph  (d),  no person  guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  For purposes of this Section 11, each person who
controls a holder of Registrable Securities within the meaning of either the Act
or the 1934 Act and each  director,  officer,  partner,  employee and agent of a
holder  shall have the same  rights to  contribution  as such  holder,  and each
person who controls the Company within the meaning of either the Act or the 1934
Act and each  director of the  Company,  and each officer of the Company who has
signed the registration statement, shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

<PAGE>


          (e) The  obligations  of the Company and Holders under this Section 11
shall survive the redemption and conversion, if any, of the Preferred Stock, the
completion of any offering of Registrable Securities in a registration statement
under this Agreement, and otherwise.

          12.  Reports  Under  Securities  Exchange Act of 1934.  With a view to
making  available to the Holders the benefits of Rule 144 promulgated  under the
Act and any other rule or  regulation  of the SEC that may at any time  permit a
Holder to sell securities of the Company to the public without registration, the
Company agrees to:

          (a) make and keep  public  information  available,  as those terms are
understood and defined in SEC Rule 144;

          (b)  file  with the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Act and the 1934 Act; and

          (c) furnish to any Holder,  so long as the Holder owns any Registrable
Securities,  forthwith upon request (i) a written  statement by the Company,  if
true, that it has complied with the reporting  requirements of SEC Rule 144, the
Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other reports and documents so filed by the Company, and
(iii) such other  information  as may be  reasonably  requested  in availing any
Holder of any rule or  regulation  of the SEC which  permits  the selling of any
such securities without registration.

          13. Amendment of Registration  Rights. Any provision of this Agreement
may be amended and the observance  thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively),  only with the
written  consent of the Company and the holders of a majority of the Registrable
Securities provided that the amendment treats all Holders equally. Any amendment
or waiver  effected in accordance with this paragraph shall be binding upon each
Holder, each future Holder, and the Company.

          14.  Notices.  All notices  required or permitted under this Agreement
shall be made in writing signed by the party making the same,  shall specify the
section  under  this  Agreement  pursuant  to which it is  given,  and  shall be
addressed  if  to  (i)  the  Company:  2662  Holcomb  Bridge  Road,  Suite  320,
Alpharetta,  Georgia 30302, Facsimile No. (770) 518-1444 and (ii) the Holders at
their  respective last address as the party shall have furnished in writing as a
new  address to be entered on such  register.  Any notice,  except as  otherwise
provided in this  Agreement,  shall be made by fax and shall be deemed  given at
the time of transmission of the fax.

<PAGE>


          15.  Termination.  This  Agreement  shall  terminate on the earlier to
occur of (a) the date that is five (5) years from the date of this Agreement and
(b) the date the  distribution  of all Registrable  Securities  described in any
registration  statement  filed  pursuant to this  Agreement  is  completed;  but
without  prejudice  to (i) the  parties'  rights and  obligations  arising  from
breaches  of this  Agreement  occurring  prior to such  termination  (ii)  other
indemnification   obligations  under  this  Agreement  or  (iii)  the  Company's
obligation to maintain the effectiveness of a registration statement filed prior
thereto in  accordance  with the terms  hereof,  and to fulfill  its  obligation
hereunder  in respect  thereof  until it is no longer  required to maintain  the
effectiveness thereof.

          16.  Assignment.  No assignment,  transfer or  delegation,  whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by the  Company or any  Holder,  respectively,  shall be made  without the prior
written  consent of the  majority in  interest  of the  Holders or the  Company,
respectively;  provided  that the  rights of a Holder  may be  transferred  to a
subsequent  holder  of  the  Holder's  Registrable   Securities  (provided  such
transferee  shall  provide  to the  Company,  together  with  or  prior  to such
transferee's  request  to have  such  Registrable  Shares  included  in a Demand
Registration or Piggyback  Registration,  a writing  executed by such transferee
agreeing to be bound as a Holder by the terms of this  Agreement);  and provided
further  that the Company may  transfer  its rights and  obligations  under this
Agreement to a purchaser of all or a substantial  portion of its business if the
obligations of the Company under this  Agreement are assumed in connection  with
such  transfer,  either by merger or other  operation  of law (which may include
without  limitation a transaction  whereby the Registrable  Shares are converted
into securities of the successor in interest) or by specific assumption executed
by the transferee.

          17. Miscellaneous.

          (a) Governing Law. This  Agreement  shall be governed by and construed
in  accordance  with the laws of the State of Georgia  without  giving effect to
conflict of laws.

          (b) Successors and Assigns.  Except as otherwise  provided herein, the
provisions  hereof  shall  inure to the  benefit  of, and be binding  upon,  the
successors, assigns, heirs, executors and administrators of the parties hereto.

          (c) Delays or  Omissions.  No delay or omission to exercise any right,
power or remedy  accruing  to any  holder of any  Registrable  Shares,  upon any
breach or default of the Company  under this  Agreement,  shall  impair any such
right,  power or remedy of such holder nor shall it be  construed to be a waiver
of any such  breach or  default,  or an  acquiescence  therein,  or of or in any
similar  breach or  default  thereunder  occurring,  nor shall any waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
thereafter  occurring.  Any waiver,  permit,  consent or approval of any kind or
character  on the  part of any  holder  of any  breach  or  default  under  this
Agreement,  or any  waiver  on  the  part  of any  party  of any  provisions  of
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this  Agreement,  or by law  or  otherwise  afforded  to any  holder,  shall  be
cumulative and not alternative.

<PAGE>


          (d)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which may be executed by less than all of the  Investors,
each of which shall be enforceable  against the parties actually  executing such
counterparts, and all of which together shall constitute one instrument.

          (e) Severability. In the case any provision of this Agreement shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

          The foregoing  Registration  Rights Agreement is hereby executed as of
the date first above written.



HARVEST RESTAURANT GROUP, INC.



By:

Name:

Title:



INVESTOR(S)


Investor's Name

By:
  (Signature)

Name:

Title:

Address: