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                                                                    Exhibit 10.8

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                          REGISTRATION RIGHTS AGREEMENT



                                      AMONG



                          RED ROBIN INTERNATIONAL, INC.



                                       AND



                      CERTAIN HOLDERS OF ITS COMMON SHARES




                     --------------------------------------

                            Dated as of May 11, 2000

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                                TABLE OF CONTENTS

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

2.    Registration under Securities Act ...............................     3

3.    Rule 144 ........................................................    15

4.    Amendments and Waivers ..........................................    15

5.    Notices .........................................................    15

6.    Binding Agreement ...............................................    16

7.    Nominees for Beneficial Owners ..................................    16

8.    Descriptive Headings ............................................    16

9.    Specific Performance ............................................    16

10.   Governing Laws ..................................................    16

11.   Third Party Beneficiaries .......................................    17

12.   Counterparts ....................................................    17

13.   Severability ....................................................    17

14.   Entire Agreement ................................................    17
</TABLE>

                                       i

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT is made as of May 11, 2000, among RED
ROBIN INTERNATIONAL, INC., a Nevada corporation, the Persons, including SKYLARK
COMPANY, LTD., a Japan corporation ("Skylark"), listed in Schedule A
(collectively the "Skylark Holders"), RR INVESTORS, LLC, a Virginia limited
liability company ("Investors I"), RR INVESTORS II, LLC, a Virginia limited
liability company ("Investors II, and together with Investors I, "Investors"),
each of the Persons listed in Schedule B hereto (the "Other Shareholders") and
each of the Persons listed in Schedule C hereto (the "Snyder Group"). The
parties hereof, other than the Company, are collectively referred to as the
"Shareholders" and individually as a "Shareholder."

     The Shareholders are holders of shares of common stock, $0.001 par value
(the "Common Shares") of the Company.

     In consideration of the parties entering into the agreements and carrying
out the transactions herein described, and for other good and valuable
consideration, the parties agree as follows:

     1.  Definitions. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

         "Affiliate" of any Person means any other Person directly or indirectly
controlling (including all directors and officers of such Person) or controlled
by or under direct or indirect common control with such Person. For the purposes
of this definition, "control" when used with respect to any Person, means (i)
with respect to any Person having voting shares or their equivalent and elected
directors, managers or Persons performing similar functions, the possession,
directly or indirectly, of the power to vote 10% or more of the shares or their
equivalent having ordinary voting power of such Person or (ii) the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
shares or their equivalent, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "Commission" means the Securities and Exchange Commission or any other
United States agency at the time administering the Securities Act.

         "Common Shares" has the meaning set forth in the Recitals.

         "Exchange Act" means the Securities Exchange Act of 1934, or any
similar United States statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Executive" means an individual who is an employee of the Company or
any of its subsidiaries.

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<PAGE>

         "Executive Stock Options" means the options to purchase Common Shares
awarded to Option Executives pursuant to the Stock Option Plans.

         "Initial Public Offering" means the first Public Offering under which
Common Shares are sold to the public.

         "Long-Form Registration" means registration under the Securities Act
(hereinafter defined) on Form S-1 or similar long form adopted by the Commission
for registration of securities under the Securities Act.

         "Option Executives" shall have the meaning provided in the Stock Option
Plans.

         "Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

         "Public Offering" means any primary or secondary public offering of
Common Shares pursuant to an effective registration statement under the
Securities Act other than a registration statement on a form registering the
types of transactions generally eligible for registration on Form S-4 or S-8 or
any successor or similar form.

         "Public Sale" means any Public Offering or any sale of Common Shares to
the public pursuant to Rule 144 effected through a broker or dealer.

         "Quad-C Holders" means Investors and any Person who is the transferee
of Investors of Registrable Securities in compliance with the Shareholders
Agreement other than in a Public Sale.

         "Registrable Securities" means any outstanding Common Shares issued to
any Shareholder, including, without limitation, (i) any Common Shares issued
upon the exercise by the Option Executives of Executive Stock Options and (ii)
any securities issued or issuable with respect to any such Common Shares by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise. As
to any particular Registrable Securities, once issued such securities shall
cease to be Registrable Securities when (i) a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been distributed in accordance
with such registration statement, (ii) they have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act,
(iii) they shall have been otherwise transferred and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any similar state law then in force or (iv) they shall have
ceased to be outstanding.

         "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with Section 2, including, without limitation, (i)
all registration, filing and NASD fees, (ii) all fees and expenses of complying
with securities or blue sky laws, (iii) all word processing, duplicating and
printing expenses, (iv) messenger and delivery expenses, (v) the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold comfort"
letters

                                       2

<PAGE>

required by or incident to such performance and compliance; (vi) the reasonable
fees and disbursements for one counsel chosen by the holders of a majority of
the Registrable Securities initially requesting registration; (vii) premiums and
other costs of policies of insurance against liabilities arising out of the
public offering of the Registrable Securities being registered (if the Company
elects to obtain any such insurance), and (viii) any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions and transfer taxes, if any.

         "Requesting Holder" means, in respect of any registration pursuant to
Section 2 hereof, any holder of Registrable Securities who gives notice to the
Company of its request to include Registrable Securities in such registration.

         "Rule 144" means Rule 144 promulgated by the Commission under the
Securities Act as such rule may be amended from time to time, or any similar
rule then in force.

         "Securities Act" means the Securities Act of 1933, or any similar
United States statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Shareholders Agreement" means the Shareholders Agreement entered into
among the Company and its holders of Common Shares dated as of the date hereof,
as amended from time to time.

         "Skylark Holders" means the Persons listed in Schedule A hereto.

         "Snyder Group" means the Persons listed in Schedule C hereto.

         "Stock Option Plans" means the Company's Employee Stock Option Plan,
1990, Employee Stock Option Plan, 1996 and the 2000 Management Performance
Common Stock Option Plan pursuant to which options to purchase common equity
membership interests in the Company may be awarded to certain employees of the
Company and its Subsidiaries and any other stock option plans approved by the
Board of Directors of the Company after the date of this Agreement.

     2.  Registration under Securities Act.

         (a)    Registration on Request.

                (i)   Request. If (A) at any time after the earlier of (x) the
                      -------
     Initial Public Offering or (y) April 30, 2005, the Quad-C Holders or the
     Skylark Holders, as the case may be, hold in excess of ten (10%) percent of
     the outstanding Common Shares and the Quad-C Holders or the Skylark
     Holders, as the case may be, request in writing that the Company effect the
     registration under the Securities Act of a specified number of the
     Registrable Securities held by the Quad-C Holders or the Skylark Holders,
     as the case may be, and specifying the intended method of disposition
     thereof, or (B) at any time after April 30, 2005, the Company has not
     effected the Initial Public Offering, Snyder is not the Chief Executive
     Officer of the Company and the Snyder Group and their Related Transferees
     continue to hold in excess of ten (10%) percent of the outstanding Common

                                       3

<PAGE>

     Shares and Snyder requests in writing that the Company effect the
     registration of the Initial Public Offering under the Securities Act of a
     specified number of the Registrable Securities held by the Snyder Group,
     and specifying the intended method of disposition thereof, the Company will
     promptly give written notice of such requested registration to all
     registered holders of Registrable Securities, and thereupon the Company, in
     accordance with the provisions of Section 2(c) hereof, will use its best
     efforts to effect the registration under the Securities Act of:

               (A)  the Registrable Securities held by the Quad-C Holders or the
          Skylark Holders, as the case may be, which the Company has been so
          requested to register for disposition in accordance with the intended
          method or methods of disposition stated in such request, and

               (B)  all other Registrable Securities which the Company has been
          requested to register by the Requesting Holders by written request
          given to the Company within 20 days after the giving of such written
          notice by the Company,

     all to the extent requisite to permit the disposition (in accordance
     with the intended methods thereof as aforesaid) of Registrable
     Securities so to be registered; provided that the Company shall not be
                                     --------
     required (x) to effect a Long-Form Registration under this Section
     2(a) unless the anticipated gross proceeds of the offering of all
     Registrable Securities to be included therein is at least $10,000,000,
     (y) to effect more than two Long-Form Registrations at the request of
     each of the Quad-C Holders and the Skylark Holders; provided that no
                                                         --------
     Long-Form Registration will count as a Long-Form Registration unless
     the Quad-C Holders or the Skylark Holders, as the case may be, are
     able to register and sell at least 80% of the Registrable Securities
     requested to be included therein by either the Quad-C Holders or the
     Skylark Holders, as the case may be, or (z) to effect a Long-Form
     Registration under this Section 2(a) prior to the date that is six
     months after the effective date of the Company's most recent
     registration statement; provided that in the event the registration
                             --------
     requested by the Quad-C Holders or the Skylark Holders pursuant to
     this Section 2(a)(i) is the Initial Public Offering, or in the event
     of the registration requested by Snyder pursuant to this Section
     2(a)(i), the provisions of Section 4 of the Shareholders Agreement
     shall be complied with and, to the extent such provisions are in
     conflict with the provisions of this Agreement, such provisions shall
     control and the Quad-C Holders, the Skylark Holders or Snyder, as the
     case may be, shall have the rights and obligations of the "Compelling
     Holder" thereunder.

          (ii) Effective Registration Statement. A registration requested
               --------------------------------
     pursuant to this Section 2(a) shall not be deemed to be effected (A)
     if a registration statement with respect thereto shall not have become
     effective, (B) if, after it has become effective, such registration is
     interfered with for any reason by any stop order, injunction or other
     order or requirement of the Commission or any other governmental
     agency or any court, and the result of such interference is to prevent
     the holders of Registrable Securities to be sold thereunder from
     disposing thereof in accordance with the intended methods of
     disposition, or (C) if the conditions to closing specified in the
     purchase agreement or underwriting agreement entered into in
     connection with any underwritten registration shall not be satisfied
     or waived with the consent of the holders of Registrable

                                       4

<PAGE>

     Securities that were to have been sold thereunder, other than as a result
     of any breach by any holder of its obligations thereunder or hereunder.

              (iii) Registration Statement Form. Registrations under this
                    ---------------------------
     Section 2(a) shall be on such appropriate registration form of the
     Commission as shall be selected by the Quad-C Holders and as shall permit
     the disposition of the Registrable Securities so to be registered in
     accordance with the intended method or methods of disposition specified in
     the request of the holders of Registrable Securities being registered for
     such registration. The Company agrees to include in any such registration
     statement all information which the holders of Registrable Securities being
     registered shall reasonably request.

              (iv)  Expenses. The Company will pay all Registration Expenses in
                    --------
     connection with any registration requested pursuant to this Section 2(a).
     To the extent expenses of the registration are not required to be paid by
     the Company, each holder of securities included in the registration will
     pay those expenses allocable to the registration of such holder's
     securities, and any expenses not so allocable will be borne by all sellers
     of securities included in the registration in proportion to the aggregate
     selling price of the securities to be so registered.

              (v)   Selection of Underwriters. If a requested registration
                    -------------------------
     pursuant to this Section 2(a) involves an underwritten offering, the
     managing underwriter or underwriters shall be selected by the Quad-C
     Holders (which managing underwrites shall be nationally recognized) subject
     to the approval of the Company's Board of Directors which shall not be
     unreasonably withheld or delayed.

              (vi)  Priority in Requested Registrations. If a requested
                    -----------------------------------
     registration pursuant to this Section 2(a) involves an underwritten
     offering, and the managing underwriter shall advise the Company in writing
     (with a copy to each Requesting Holder) that, in its opinion, the number of
     securities requested to be included in such registration by the Quad-C
     Holders, the Skylark Holders and the Requesting Holders exceeds the number
     which can be sold in an orderly manner in such offering within a price
     range acceptable to the Quad-C Holders or the Skylark Holders, as the case
     may be, the Company will include in such registration to the extent of the
     number which the Company is so advised can be sold in such offering (A)
     first, Registrable Securities requested to be included in such registration
     by the Quad-C Holders or the Skylark Holders, as the case may be and (B)
     second, Registrable Securities requested to be included in such
     registration by the Requesting Holders; pro rata among such holders on the
     basis of the number of Registrable Securities requested to be so
     registered; provided that Executives shall not have any right to include
                 --------
     Registrable Securities in the registration constituting the Initial Public
     Offering unless recommended by the Board of Directors of the Company and
     approved by the underwriters. Notwithstanding anything herein to the
     contrary, the Company will not include in any registration pursuant to this
     Section 2(a) any securities which are not Registrable Securities without
     the consent of Investors.

                                       5

<PAGE>

              (vii) Other Registration Rights. The Company will not grant any
                    -------------------------
     Person the right to request the Company to register any equity or similar
     securities of the Company, or any securities convertible or exchangeable
     into or exercisable for such securities to the extent such rights conflict
     with, or are adverse to, the rights of the holders of Registrable
     Securities without the consent of Investors and the holders (including
     Investors) of at least two-thirds of the Registrable Securities.

        (b)   Incidental Registration.

              (i)   Right to Include Registrable Securities. If the Company at
                    ---------------------------------------
     any time proposes to register any of its securities under the Securities
     Act (other than by a registration on Form S-4 or S-8 or any successor or
     similar forms filed in connection with an exchange offer, or any offering
     of securities solely to the Company's existing security holders, and other
     than pursuant to Section 2(a)), whether or not for sale for its own
     account, the Company will at each such time give prompt confidential
     written notice to all holders of Registrable Securities of its intention to
     do so and of such holders' rights under this Section 2(b). Upon the written
     request of any holder of Registrable Securities made within 20 days after
     the receipt of any such notice (which request shall specify the Registrable
     Securities intended to be disposed of by such holder and the intended
     method of disposition thereof), the Company will, subject to the provisions
     of paragraph (iii) of this Section 2(b), use its best efforts to effect the
     registration under the Securities Act of all Registrable Securities which
     the Company has been so requested to register by the holders thereof, to
     the extent requisite to permit the disposition (in accordance with the
     intended methods thereof as aforesaid) of the Registrable Securities so to
     be registered.

              (ii)  Expenses. The Company will pay all Registration Expenses in
                    --------
     connection with each registration of Registrable Securities requested
     pursuant to this Section 2(b) including, without limitation, any such
     registration not effected by the Company. To the extent expenses of the
     registration are not required to be paid by the Company, each holder of
     securities included in the registration will pay those expenses allocable
     to the registration of such holder's securities, and any expenses not so
     allocable will be borne by all sellers of securities included in the
     registration in proportion to the aggregate selling price of the securities
     to be so registered.

              (iii) Priority in Incidental Registrations. If a registration
                    ------------------------------------
     pursuant to this Section 2(b) involves an underwritten offering, and the
     managing underwriter shall advise the Company in writing, that, in its
     opinion, the number of securities requested and otherwise proposed to be
     included in such registration exceeds the number which can be sold in an
     orderly manner in such offering within a price range acceptable to the
     Company, or that the kind of securities requested or otherwise proposed to
     be included in such registration statement would materially and adversely
     affect the success of such offering, the Company will include in such
     registration, to the extent of the number which the Company is so advised
     can be sold in such offering, (A) if the registration is a primary
     registration on behalf of the Company, (1) first, the securities proposed
     to be registered by the Company, (2) second, Registrable Securities
     requested to be included in such registration pro rata in accordance with
     the number of securities requested to be included by the Requesting
     Holders; and (3) third, securities of other Persons, if any,

                                       6

<PAGE>

     requested to be included in such registration pro rata in accordance with
     the numbers of other securities proposed to be registered by the other
     Persons or otherwise allocated among such other Persons in such proportion
     as such holders and the Company shall agree, and (B) if the registration is
     a secondary registration on behalf of other Persons, the Registrable
     Securities and securities of other Persons included in such registration
     pro rata in accordance with the numbers of Registrable Securities requested
     to be included by the Requesting Holders and the numbers of other
     securities proposed to be registered by the other Persons; provided in each
                                                                --------
     such case that Executives shall not have any right to include Registrable
     Securities in the registration constituting the Initial Public Offering
     unless recommended by the Board of Directors of the Company and approved by
     the underwriters. In the event a contemplated distribution does not involve
     an underwritten public offering, the determinations contemplated by this
     Section 2(b) shall be made by the Company's Board of Directors.

          (c)  Registration Procedures. Whenever the holders of Registrable
Securities have requested that Registrable Securities be registered pursuant to
this Agreement, the Company will use its best efforts to effect the registration
and sale of such Registrable Securities in accordance with the intended method
of disposition, and pursuant thereto the Company will as expeditiously as
possible:

               (i)   prepare and file with the Commission the requisite
     registration statement to effect such registration and thereafter use its
     best efforts to cause such registration statement to become effective;
     provided, that before filing such registration statement or any amendments
     --------
     thereto, the Company will furnish to the Requesting Holders copies of all
     such documents proposed to be filed and will promptly notify such
     Requesting Holders of the receipt by the Company of any written comments by
     the Commission with respect to such registration statement;

               (ii)  prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement continuously effective for a period of either (A) not more than
     180 days or, if such registration statement relates to an underwritten
     offering, such longer period as in the opinion of counsel for the
     underwriters a prospectus is required by law to be delivered in connection
     with sales of Registrable Securities by an underwriter or dealer or (B)
     such shorter period as will terminate when all of the securities covered by
     such registration statement have been disposed of in accordance with the
     intended methods of disposition by the seller or sellers thereof set forth
     in such registration statement (but in any event not before the expiration
     of any longer period required under the Securities Act), and to comply with
     the provisions of the Securities Act with respect to the disposition of all
     securities covered by such registration statement until such time as all of
     such securities have been disposed of in accordance with the intended
     methods of disposition by the seller or sellers thereof set forth in such
     registration statement;

               (iii) furnish to each Requesting Holder such number of conformed
     copies of such registration statement and of each such amendments and
     supplements thereto (in each case including all exhibits, but only one copy
     thereof to each such

                                       7

<PAGE>

     Requesting Holder), such number of copies of the prospectus contained in
     such registration statement (including each preliminary prospectus and any
     summary prospectus) and any other prospectus filed under Rule 424 under the
     Securities Act, in conformity with the requirements of the Securities Act,
     and such other documents in order to facilitate the disposition of the
     Registrable Securities owned by such Requesting Holder, as such Requesting
     Holder may reasonably request;

              (iv)  use its best efforts to register or qualify such Registrable
     Securities and other securities covered by such registration statement
     under such other securities or blue sky laws of such jurisdictions as each
     seller thereof shall reasonably request, to keep such registration or
     qualification in effect for so long as such registration statement remains
     in effect, and to take any other action which may be reasonably necessary
     or advisable to enable such seller to consummate the disposition in such
     jurisdictions of the securities owned by such seller; provided, that the
                                                           --------
     Company shall not for any such purpose be required to (A) qualify generally
     to do business as a foreign corporation in any jurisdiction where it would
     not otherwise be required to qualify but for the requirements of this
     clause (iv), (B) consent to general service of process in any such
     jurisdiction or (C) subject itself to taxation in such jurisdiction;

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

              (vi)  promptly notify each seller of Registrable Securities, at
     any time when a prospectus relating thereto is required to be delivered
     under the Securities Act, upon discovery that, or upon the discovery 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
     a material fact or omits to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances under which they were made, and at the request
     of any such seller promptly prepare and furnish to such seller a reasonable
     number of copies of a supplement to or an amendment of such prospectus as
     may be necessary so that, as thereafter delivered to the purchasers of such
     securities, such prospectus shall not include an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances under which they were made;

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

                                       8

<PAGE>

              (viii) provide and cause to be maintained a transfer agent and
     registrar for all Registrable Securities covered by such registration
     statement from and after a date not later than the effective date of such
     registration statement;

              (ix)   cause all such Registrable Securities covered by such
     registration statement to be listed on each national securities exchange on
     which similar securities of the Company are then listed and, if such
     Registrable Securities are not already so listed, to be listed on the
     Nasqaq National Market System ("National Market"), use its best efforts to
     secure designation of all such Registrable Securities covered by such
     Registration Statement as a "Nasdaq National Market System Security" within
     the meaning of Rule 11Aa2-1 under the Exchange Act or failing that, to
     secure Nasdaq Market authorization for such Registrable Securities and.
     Without limiting the generality of the foregoing, to arrange for at least
     two market makers to register as such with respect to such Registrable
     Securities with the NASD;

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

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

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

              (xiii) obtain one or more "cold comfort" letters, dated the
     effective date of such registration statement (and, if such registration
     includes an underwritten public offering, dated the date of the closing
     under the underwriting agreement), signed by the Company's independent
     public accountants in customary form and covering such matters of the type
     customarily covered by "cold comfort" letters as the holders of a majority
     of the Registrable Securities being sold reasonably request;

              (xiv)  provide a legal opinion of the Company's outside counsel,
     dated the effective date of such registration statement (and, if such
     registration includes an underwritten public offering, dated the date of
     the closing under the underwriting agreement), with respect to the
     registration statement, each amendment and supplement

                                       9

<PAGE>

     thereto, the prospectus included therein (including the preliminary
     prospectus) and such other documents relating thereto in customary form and
     covering such matters of the type customarily covered by legal opinions of
     such nature; and

              (xv) use its best efforts to cause its officers to support the
     marketing of the Registrable Securities being sold (including, without
     limitation, their participation in "road shows" as may be reasonably
     requested by the underwriters administering the offering and sale of such
     Registrable Securities) to the extent reasonably possible taking into
     account such officers' responsibilities to manage the Company's business.

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

     Each holder of Registrable Securities agrees that upon receipt of any
notice from the Company of the happening of any event of the kind described in
clause (vi) of this Section 2(c), such holder will forthwith discontinue such
holder's disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such holder's receipt of
the copies of the supplemented or amended prospectus contemplated by clause (vi)
of this Section 2(c) and, if so directed by the Company, such holder will use
its best efforts to deliver to the Company all copies, other than permanent file
copies then in such holder's possession, of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice.

        (d)   Underwritten Offerings.

              (i)  Requested Underwritten Offerings. If requested by the
                   --------------------------------
     underwriters for any underwritten offering of Registrable Securities
     pursuant to a registration requested under Section 2(a), the Company will
     enter into an underwriting agreement with such underwriters for such
     offering. Such agreement shall be reasonably satisfactory in substance and
     form to the holders of a majority of the Registrable Securities included in
     such registration and the underwriters and shall contain such
     representations and warranties by the Company and by the selling
     shareholders and such

                                       10

<PAGE>

     other terms as are generally prevailing in agreements of this type,
     including, without limitation, indemnities to the effect and to the extent
     provided in Section 2(f).

              (ii) Incidental Underwritten Offerings. If the Company at any time
                   ---------------------------------
     proposes to register any of its securities under the Securities Act as
     contemplated by Section 2(b) and such securities are to be distributed by
     or through one or more underwriters, (A) the managing underwriter or
     underwriters shall be selected by the Company, and (B) the Company will, if
     requested by any holder of Registrable Securities as provided in Section
     2(b), and subject to the provisions of Section 2(b)(ii), use its best
     efforts to arrange for such underwriters to include all the Registrable
     Securities to be offered and sold by such holder among the securities to be
     distributed by such underwriters.

        (e)   Holdback Agreements.

              (i)  Each holder of Registrable Securities agrees for the benefit
     of the Company not to effect any sale or distribution of any equity
     securities of the Company, or any securities convertible into or
     exchangeable or exercisable for such securities, including a sale pursuant
     to Rule 144 under the Securities Act (or any similar provision then in
     force), during the seven days before and the 180 days after any
     underwritten registration pursuant to Section 2(a) or 2(b) has become
     effective, except as part of such underwritten registration.

              (ii) The Company agrees (A) without the consent of the managing
     underwriter not to effect any public sale or distribution of its equity
     securities or securities convertible into or exchangeable or exercisable
     for any of such securities during the seven days before and the 180 days
     after any underwritten registration pursuant to Section 2(a) or 2(b) has
     become effective, except as part of such underwritten registration and
     except pursuant to registrations on Form S-4 or S-8, or any successor or
     similar forms thereto or pursuant to an unregistered offering to employees
     of the Company or its Subsidiaries pursuant to an employee benefit plan as
     defined in Rule 405 of Regulation C under the Securities Act, and (B) to
     use its reasonable best efforts to cause each holder of at least two
     percent of its Common Shares (on a fully-diluted basis) or any securities
     convertible into or exchangeable or exercisable for any of its Common
     Shares, whether outstanding on the date of this Agreement or issued at any
     time after the date of this Agreement (other than any such securities
     acquired in a public offering including any distribution to the public
     pursuant to Rule 144), to agree not to effect any such public sale or
     distribution of such securities during such period, except as part of any
     such registration if permitted, unless the underwriters managing such
     underwritten registration otherwise agree.

        (f)   Indemnification.

              (i)  Indemnification by the Company. In the event of any
                   ------------------------------
     registration of any securities of the Company under the Securities Act
     pursuant to this Section 2, the Company will, and hereby does, indemnify
     and hold harmless, the seller of any Registrable Securities covered by such
     registration statement, its directors, officers,

                                       11

<PAGE>

     agents and employees, each other Person who participates as an underwriter
     in the offering or sale of such securities and each other Person, if any,
     who controls such seller or any such underwriter within the meaning of the
     Securities Act, against any losses, claims, damages or liabilities, joint
     or several, to which such seller or any such director, officer, agent,
     employee, underwriter or controlling person may become subject under the
     Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions or proceedings, whether commenced or threatened, in
     respect thereof) arise out of or are based upon (A) any untrue statement or
     alleged untrue statement of any material fact contained (x) in any
     registration statement under which such securities were registered under
     the Securities Act, any preliminary prospectus, final prospectus or summary
     prospectus contained therein or used in connection with the offering of
     securities covered thereby, or any amendment or supplement thereto or any
     document included by reference therein, or (y) in any application or other
     document or communication (in this Section 2(f) collectively called an
     "application") executed by or on behalf of the Company or based upon
     written information furnished by or on behalf of the Company filed in any
     jurisdiction in order to qualify any securities covered by such
     registration statement under the "blue sky" or securities laws thereof, or
     (B) any omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and the Company will reimburse such seller and each such
     director, officer, agent, employee, underwriter and controlling person for
     any legal or any other expenses incurred by them in connection with
     investigating or defending any such loss, claim, liability, action or
     proceeding; provided, that the Company shall not be liable in any such case
                 ---------
     to the extent that any such loss, claim, damage, liability (or action or
     proceeding in respect thereof) or expense arises out of or is based upon an
     untrue statement or alleged untrue statement, or omission or alleged
     omission, made in such registration statement, any such preliminary
     prospectus, final prospectus, summary prospectus, amendment or supplement,
     or in any application, in reliance upon and in conformity with written
     information prepared and furnished to the Company by such seller
     specifically for use in the preparation thereof which information contained
     any untrue statement of any material fact or omitted to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading; and provided further, that the Company
                                            -------- -------
     shall not be liable to any Person who participates as an underwriter in any
     such registration or any other Person who controls such underwriter within
     the meaning of the Securities Act, in any such case to the extent that any
     such loss, claim, damage, liability (or action or proceeding in respect
     thereof) or expense arises out of such Person's failure to send or give a
     copy of the final prospectus, as the same may be then supplemented or
     amended (provided it has been made available to such Person in accordance
     with the terms hereof), to the Person asserting an untrue statement or
     alleged untrue statement or omission or alleged omission at or prior to the
     written confirmation of the sale of the securities to such Person if such
     statement or omission was corrected in such final prospectus. Such
     indemnity shall remain in full force and effect regardless of any
     investigation made by or on behalf of such seller or any such director,
     officer, agent, employee, underwriter or controlling Person and shall
     survive the transfer of such securities by such seller. The Company shall
     not be obligated to pay the fees and expenses of more than one counsel or
     firm of counsel for all parties indemnified in respect of a claim for each
     jurisdiction in which such counsel is required

                                       12

<PAGE>

     unless in the reasonable judgment of such counsel a conflict of interest
     may exist between such indemnified party and any other indemnified party in
     respect of such claim.

              (ii)  Indemnification by the Sellers. The Company may require, as
                    ------------------------------
     a condition to including any Registrable Securities in any registration
     statement filed pursuant to this Section 2, that the Company shall have
     received an undertaking satisfactory to it from the prospective seller of
     such securities, to indemnify and hold harmless (in the same manner and to
     the same extent as set forth in clause (i) of this Section 2(f)) the
     Company, each director of the Company, each officer of the Company and each
     other Person, if any, who controls the Company within the meaning of the
     Securities Act, with respect to any statement or alleged statement in or
     omission or alleged omission from such registration statement, any
     preliminary prospectus, final prospectus or summary prospectus contained
     therein, or any amendment or supplement thereto, or any application, if
     such statement or alleged statement or omission or alleged omission was
     made in reliance upon and in conformity with written information prepared
     and furnished to the Company by such seller specifically for use in the
     preparation of such registration statement, preliminary prospectus, final
     prospectus, summary prospectus, amendment or supplement, or such
     application, which information contained any untrue statement of any
     material fact or omitted to state therein a material fact required to be
     stated therein or necessary to make the statements therein not misleading.
     Such indemnity shall remain in full force and effect, regardless of any
     investigation made by or on behalf of the Company or any such director,
     officer or controlling Person and shall survive the transfer of such
     securities by such seller. The indemnity provided by each seller of
     securities under this Section 2(f)(ii) shall be provided severally, and not
     jointly or jointly and severally with any other seller or prospective
     seller of securities, and shall be limited in amount to the net amount of
     proceeds received by such seller from the sale of Registrable Securities
     pursuant to such registration statement.

             (iii)  Notices of Claims, etc. Promptly after receipt by an
                    ----------------------
     indemnified party of notice of the commencement of any action or proceeding
     involving a claim referred to in the preceding subdivisions of this Section
     2(f), such indemnified party will, if a claim in respect thereof is to be
     made against an indemnifying party, give written notice to the latter of
     the commencement of such action; provided, that the failure of any
                                      --------
     indemnified party to give notice as provided herein shall not relieve the
     indemnifying party of its obligations under the preceding subdivisions of
     this Section 2(f), except to the extent that the indemnifying party is
     actually prejudiced by such failure to give notice. In case any such action
     is brought against an indemnified party, unless in such indemnified party's
     reasonable judgment a conflict of interest between such indemnified and
     indemnifying parties may exist in respect of such claim, the indemnifying
     party shall be entitled to participate in and to assume the defense
     thereof, jointly with any other indemnifying party similarly notified to
     the extent that it may wish, with counsel reasonably satisfactory to such
     indemnified party. No indemnifying party shall, without the consent of the
     indemnified party, consent to entry of any judgment or enter into any
     settlement which does not include as an unconditional term thereof the
     giving by the claimant or plaintiff to such indemnified party of a release
     from all liability in respect to such claim or litigation.

                                       13

<PAGE>

             (iv) Other Indemnification. Indemnification similar to that
                  ---------------------
     specified in the preceding subdivisions of this Section 2(f) (with
     appropriate and reasonable modifications) shall be given by the Company and
     each seller of Registrable Securities with respect to any required
     registration or other qualification of securities under any federal, state
     or provincial law or regulation of any governmental authority, other than
     the Securities Act.

             (v)  Indemnification Payments. The indemnification required by this
                  ------------------------
     Section 2(f) shall be made by periodic payments of the amount thereof
     during the course of the investigation or defense, as and when bills are
     received or expense, loss, damage or liability is incurred, subject to
     refund if the party receiving such payments is subsequently found not to
     have been entitled thereto hereunder.

             (vi) Contribution. In order to provide for just and equitable
                  ------------
     contribution in circumstances under which the indemnity contemplated by
     this Section 2(f) is for any reason not available, the parties required to
     indemnify by the terms hereof shall contribute to the aggregate losses,
     liabilities, claims, damages and expenses of the nature contemplated by
     such indemnity agreement incurred by the Company, any seller of Registrable
     Securities and one or more of the underwriters, except to the extent that
     contribution is not permitted under Section 11(f) of the Securities Act. In
     determining the amounts which the respective parties shall contribute,
     there shall be considered the relative benefits received by each party from
     the offering of the Registrable Securities (taking into account the portion
     of the proceeds of the offering realized by each), the parties' relative
     knowledge and access to information concerning the matter with respect to
     which the claim was asserted, the opportunity to correct and prevent any
     statement or omission and any other equitable considerations appropriate
     under the circumstances. The Company and each Person selling securities
     agree with each other that no seller of Registrable Securities shall be
     required to contribute any amount in excess of the amount such seller would
     have been required to pay to an indemnified party if the indemnities under
     clauses (i) and (ii) of this Section 2(f) were available. The Company and
     each such seller agree with each other and the underwriters of the
     Registrable Securities, if requested by such underwriters, that it would
     not be equitable if the amount of such contribution were determined by pro
     rata or per capita allocation (even if the underwriters were treated as one
     entity for such purpose) or for the underwriters' portion of such
     contribution to exceed the percentage that the underwriting discount bears
     to the initial public offering price of the Registrable Securities. For
     purposes of this clause (vi), each Person, if any, who controls an
     underwriter within the meaning of Section 15 of the Securities Act shall
     have the same rights to contribution as such underwriter, and each director
     and each officer of the Company who signed the registration statement, and
     each Person, if any, who controls the Company or a seller of Registrable
     Securities within the meaning of Section 15 of the Securities Act shall
     have the same rights to contribution as the Company or a seller of
     Registrable Securities, as the case may be.


        (g)  Participation in Underwritten Registrations. No Person may
participate in any underwritten registration hereunder unless (i) such Person
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements reasonably approved

                                       14

<PAGE>

by the Person or Persons entitled hereunder to approve such arrangements
(including, without limitation, pursuant to the terms of any over-allotment
option requested by the managing underwriters; provided that no holder of
                                               --------
Registrable securities will be required to sell more than the number of
Registrable Securities that such holder has requested the Company to include in
such registration) and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under such underwriting arrangements; provided that no holder of
                                               --------
Registrable Securities included in any underwritten registration will be
required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding such holder
and such holder's intended method of distribution) or to undertake any
indemnification or contribution obligations to the Company or the underwriters
with respect thereto, except as otherwise provided in Section 2(f).

     3. Rule 144. If the Company shall have filed a registration statement which
has become effective pursuant to Section 12 of the Exchange Act or a
registration statement which has become effective pursuant to the Securities
Act, the Company will use its best efforts to file the reports required to be
filed by it under the Exchange Act and the rules and regulations adopted by the
Commission thereunder (or, if the Company is not required to file such reports,
will, upon the request of the Quad-C Holders or any other holder of more than
five percent of the Registrable Securities make publicly available other
information) and will take such further action as the Quad-C Holders or such
other holders may reasonably request, all to the extent required from time to
time to enable such holders to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (i)
Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the
Commission.

     4. Amendments and Waivers. This Agreement may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act of the holders of
at least a majority of all Registrable Securities at the time outstanding;
provided, that any amendment to this Agreement that materially adversely affects
--------
the rights of any holder of Registrable Securities shall also require the
approval of the affected holder; provided further that this Agreement may be
                                 -------- -------
amended by the Company and the holders of a majority of the Registrable
Securities to add as parties hereto Persons who in the future become holders of
Registrable Securities as permitted by the terms of the Shareholders Agreement.

     5. Notices. All communications provided for hereunder shall be in writing
and shall be delivered personally or by facsimile or telex or sent by
first-class mail and addressed to such Shareholder at the address that such
Shareholder shall have furnished to the Company in writing, and if to the
Company, to:

                                       15

<PAGE>

                  Red Robin International, Inc.
                  5575 DTC Parkway, Suite 110
                  Englewood, Colorado 80111
                  Attention: Michael J. Snyder
                           and John W. Grant
                  Facsimile: 303-846-6073

         with a copy to:

                  O'Melveny & Myers LLP
                  610 Newport Center Drive, 17/th/ Floor
                  Newport Beach, California 92660
                  Attention: Thomas J. Leary
                  Facsimile: 949-823-6994

     6.  Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the holders of Registrable Securities as such shall be for the benefit of and
enforceable by any subsequent holder of any Registrable Securities who acquires
such shares in compliance with the applicable provisions of the Shareholders
Agreement, subject to the provisions respecting the minimum numbers or
percentages of shares of Registrable Securities required in order to be entitled
to certain rights, or take certain actions, contained herein.

     7.  Nominees for Beneficial Owners. In the event that Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its option and by written notice to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable Securities
pursuant to this Agreement (or any determination of any percentage of
Registrable Securities held by any holder or holders of Registrable Securities
contemplated by this Agreement).

     8.  Descriptive Headings. The descriptive headings of the several sections
and paragraphs of this Agreement are inserted for reference only and shall not
limit or otherwise affect the meaning hereof.

     9.  Specific Performance. The parties hereto recognize and agree that money
damages may be insufficient to compensate the holders of any Registrable
Securities for breaches by the Company of the terms hereof and, consequently,
that the equitable remedy of specific performance of the terms hereof will be
available in the event of any such breach.

     10. Governing Laws. All questions concerning the construction, validity and
interpretation of this agreement will be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the internal laws, and
not the law of conflicts, of the State of Colorado.

                                       16

<PAGE>

     11. Third Party Beneficiaries. Each of the parties hereto acknowledges and
agrees that any Person who is a holder of Registrable Securities as defined
herein and who is not a party hereto shall have the rights granted to holders of
Registrable securities as intended hereby and for the purposes of exercising
such rights shall be a third party beneficiary hereof and entitled to enforce
such rights whether or not such Person or such Person's transferor is then a
party to this Agreement.

     12. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

     13. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the holders
of Registrable Securities shall be enforceable to the fullest extent permitted
by law.

     14. Entire Agreement. This Agreement is intended by the parties hereto as a
final expression of their agreement and intended to be a complete and exclusive
statement of their agreement and understanding in respect to the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       17

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.

                                              RED ROBIN INTERNATIONAL, INC.


                                              By: /s/ M. J. Snyder
                                                 -------------------------------
                                                 Michael J. Snyder
                                                 President

                                              SKYLARK COMPANY, LTD.


                                              By:_______________________________


                                              KIWANU YOKAWA


                                              By:_______________________________


                                              GAISHOKU SYSTEM KENKYUJO
                                              COMPANY, LTD.


                                              By:_______________________________


                                              HIBARI GUAM


                                              By:_______________________________


                                              RR INVESTORS, LLC


                                              By:_______________________________
                                                 Edward T. Harvey, Jr.
                                                 President

                                      S-1

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.

                                             RED ROBIN INTERNATIONAL, INC.


                                             By:______________________________
                                                Michael J. Snyder
                                                President

                                             SKYLARK COMPANY, LTD.


                                             By: /s/ T. Chino
                                                ------------------------------
                                                Tasuku Chino

                                             KIWANU YOKAWA


                                             By:______________________________


                                             GAISHOKU SYSTEM KENKYUJO
                                             COMPANY, LTD.


                                             By:______________________________


                                             HIBARI GUAM


                                             By:______________________________


                                             RR INVESTORS, LLC


                                             By:______________________________
                                                Edward T. Harvey, Jr.
                                                President

                                      S-1

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.

                                               RED ROBIN INTERNATIONAL, INC.


                                               By:______________________________
                                                  Michael J. Snyder
                                                  President

                                               SKYLARK COMPANY, LTD.


                                               By:______________________________


                                               KIWANU YOKAWA


                                               By:/s/ Kiwanu Yokoawa
                                                  ------------------------------


                                               GAISHOKU SYSTEM KENKYUJO
                                               COMPANY, LTD.


                                               By:______________________________


                                               HIBARI GUAM


                                               By:______________________________


                                               RR INVESTORS, LLC


                                               By:______________________________
                                                  Edward T. Harvey, Jr.
                                                  President

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.

                                            RED ROBIN INTERNATIONAL, INC.


                                            By:______________________________
                                               Michael J. Snyder
                                               President

                                            SKYLARK COMPANY, LTD.


                                            By:_______________________________


                                            KIWANU YOKAWA


                                            By:_______________________________


                                            GAISHOKU SYSTEM KENKYUJO
                                            COMPANY, LTD.


                                            By:/s/ T. Yokokawa
                                               -------------------------------
                                               Tadashi Yokokawa

                                            HIBARI GUAM


                                            By:_______________________________


                                            RR INVESTORS, LLC


                                            By:_______________________________
                                               Edward T. Harvey, Jr.
                                                 President

                                      S-1

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.

                                              RED ROBIN INTERNATIONAL, INC.


                                              By:_______________________________
                                                 Michael J. Snyder
                                                 President

                                              SKYLARK COMPANY, LTD.


                                              By:_______________________________


                                              KIWANU YOKAWA


                                              By:_______________________________


                                              GAISHOKU SYSTEM KENKYUJO
                                              COMPANY, LTD.


                                              By:_______________________________


                                              HIBARI GUAM


                                              By:/s/ T. Niibori
                                                 -------------------------------
                                                 Tadashi Niibori


                                              RR INVESTORS, LLC


                                              By:_______________________________
                                                 Edward T. Harvey, Jr.
                                                   President

                                      S-1

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.

                                              RED ROBIN INTERNATIONAL, INC.


                                              By:_______________________________
                                                 Michael J. Snyder
                                                 President

                                              SKYLARK COMPANY, LTD.


                                              By:_______________________________


                                              KIWANU YOKAWA


                                              By:_______________________________


                                              GAISHOKU SYSTEM KENKYUJO
                                              COMPANY, LTD.


                                              By:_______________________________


                                              HIBARI GUAM


                                              By:_______________________________


                                              RR INVESTORS, LLC


                                              By: /s/ Edward T. Harvey, Jr.
                                                 -------------------------------
                                                 Edward T. Harvey, Jr.
                                                    President

                                      S-1

<PAGE>

                                              RR INVESTORS II, LLC


                                              By: /s/ Edward T. Harvey, Jr.
                                                 -------------------------------
                                                 Edward T. Harvey, Jr.
                                                 President

                                              MICHAEL J. SNYDER


                                              __________________________________
                                              Michael J. Snyder

                                              THE STEPHEN SNYDER
                                              INTERVIVOS TRUST


                                              __________________________________
                                              The Stephen S. Snyder
                                              Intervivos Trust

                                              THE LOUISE A. SNYDER
                                              INTERVIVOS TRUST


                                              __________________________________
                                              The Louise A. Snyder
                                              Intervivos Trust

                                              MICHAEL E. WOODS


                                              __________________________________
                                              Michael E. Woods

                                      S-2

<PAGE>

                                              RR INVESTORS II, LLC


                                              By:_______________________________
                                                 Edward T. Harvey, Jr.
                                                 President

                                              MICHAEL J. SNYDER


                                              /s/ Michael J. Snyder
                                              --------------------------------
                                              Michael J. Snyder

                                              THE STEPHEN SNYDER
                                              INTERVIVOS TRUST


                                              __________________________________
                                              The Stephen S. Snyder
                                              Intervivos Trust

                                              THE LOUISE A. SNYDER
                                              INTERVIVOS TRUST


                                              __________________________________
                                              The Louise A. Snyder
                                              Intervivos Trust

                                              MICHAEL E. WOODS


                                              __________________________________
                                              Michael E. Woods

                                      S-2

<PAGE>

                                         RR INVESTORS II, LLC


                                         By:____________________________________
                                            Edward T. Harvey, Jr.
                                            President

                                         MICHAEL J. SNYDER


                                         _______________________________________
                                         Michael J. Snyder

                                         THE STEPHEN SNYDER
                                         INTERVIVOS TRUST

                                         /s/ Stephen S. Snyder
                                         ---------------------------------------
                                         The Stephen S. Snyder
                                         Intervivos Trust, by Stephen S. Snyder,
                                         Trustee

                                         THE LOUISE A. SNYDER
                                         INTERVIVOS TRUST


                                         _______________________________________
                                         The Louise A. Snyder
                                         Intervivos Trust

                                         MICHAEL E. WOODS


                                         _______________________________________
                                         Michael E. Woods

                                      S-2

<PAGE>

                                          RR INVESTORS II, LLC


                                          By:___________________________________
                                             Edward T. Harvey, Jr.
                                             President

                                          MICHAEL J. SNYDER


                                          ______________________________________
                                          Michael J. Snyder

                                          THE STEPHEN SNYDER
                                          INTERVIVOS TRUST


                                          ______________________________________
                                          The Stephen S. Snyder
                                          Intervivos Trust

                                          THE LOUISE A. SNYDER
                                          INTERVIVOS TRUST


                                          /s/ Louise A. Snyder
                                          --------------------------------------
                                          The Louise A. Snyder
                                          Intervivos Trust, by Louise A. Snyder,
                                          Turstee

                                          MICHAEL E. WOODS


                                          ______________________________________
                                          Michael E. Woods

                                      S-2

<PAGE>

                                              RR INVESTORS II, LLC


                                              By:_______________________________
                                                 Edward T. Harvey, Jr.
                                                 President

                                              MICHAEL J. SNYDER


                                              __________________________________
                                              Michael J. Snyder

                                              THE STEPHEN SNYDER
                                              INTERVIVOS TRUST


                                              __________________________________
                                              The Stephen S. Snyder
                                              Intervivos Trust

                                              THE LOUISE A. SNYDER
                                              INTERVIVOS TRUST


                                              __________________________________
                                              The Louise A. Snyder
                                              Intervivos Trust

                                              MICHAEL E. WOODS

                                              /s/ Michael E. Woods
                                              --------------------------------
                                              Michael E. Woods

                                      S-2

<PAGE>

                                              ROBERT MERULLO


                                              /s/ Robert Merullo
                                              ----------------------------------
                                              Robert Merullo


                                              SHAMROCK INVESTMENT COMPANY


                                              __________________________________
                                              Shamrock Investment Company

                                              GEORGE D. HANSEN


                                              __________________________________
                                              George D. Hansen

                                              DEBORAH HANSEN


                                              __________________________________
                                              Deborah Hansen

                                              BEVERLY C. BROWN


                                              __________________________________
                                              Beverly C. Brown

                                              L.V. BROWN, JR.


                                              __________________________________
                                              LV. Brown, Jr.

                                              GERRY KINGEN


                                              __________________________________
                                              Gerry Kingen

                                      S-3

<PAGE>

                                            ROBERT MERULLO


                                            ____________________________________
                                            Robert Merullo


                                            SHAMROCK INVESTMENT COMPANY


                                            /S/ George D. Hansen, C.O.O.
                                            ------------------------------------
                                            Shamrock Investment Company


                                            GEORGE D. HANSEN


                                            ____________________________________
                                            George D. Hansen


                                            DEBORAH HANSEN


                                            ____________________________________
                                            Deborah Hansen


                                            BEVERLY C. BROWN


                                            ____________________________________
                                            Beverly C. Brown


                                            L.V. BROWN, JR.


                                            ____________________________________
                                            LV. Brown, Jr.

                                            GERRY KINGEN


                                            ____________________________________
                                            Gerry Kingen

                                      S-3

<PAGE>

                                                ROBERT MERULLO


                                                ________________________________
                                                Robert Merullo


                                                SHAMROCK INVESTMENT COMPANY


                                                ________________________________
                                                Shamrock Investment Company


                                                GEORGE D. HANSEN

                                                /s/ George D. Hansen
                                                --------------------------------
                                                George D. Hansen


                                                DEBORAH HANSEN


                                                ________________________________
                                                Deborah Hansen


                                                BEVERLY C. BROWN


                                                ________________________________
                                                Beverly C. Brown


                                                L.V. BROWN, JR.


                                                ________________________________
                                                LV. Brown, Jr.


                                                GERRY KINGEN


                                                ________________________________
                                                Gerry Kingen

                                      S-3

<PAGE>

                                                  ROBERT MERULLO


                                                  ______________________________
                                                  Robert Merullo


                                                  SHAMROCK INVESTMENT COMPANY


                                                  ______________________________
                                                  Shamrock Investment Company


                                                  GEORGE D. HANSEN


                                                  ______________________________
                                                  George D. Hansen


                                                  DEBORAH HANSEN

                                                  /s/ Deborah A. Hansen
                                                  ------------------------------
                                                  Deborah Hansen


                                                  BEVERLY C. BROWN


                                                  ______________________________
                                                  Beverly C. Brown


                                                  L.V. BROWN, JR.


                                                  ______________________________
                                                  LV. Brown, Jr.


                                                  GERRY KINGEN


                                                  ______________________________
                                                  Gerry Kingen

                                      S-3

<PAGE>

                                                  ROBERT MERULLO


                                                  ______________________________
                                                  Robert Merullo


                                                  SHAMROCK INVESTMENT COMPANY


                                                  ______________________________
                                                  Shamrock Investment Company


                                                  GEORGE D. HANSEN


                                                  ______________________________
                                                  George D. Hansen


                                                  DEBORAH HANSEN


                                                  ______________________________
                                                  Deborah Hansen


                                                  BEVERLY C. BROWN

                                                  /s/ Beverly C. Brown
                                                  ------------------------------
                                                  Beverly C. Brown


                                                  L.V. BROWN, JR.


                                                  ______________________________
                                                  LV. Brown, Jr.


                                                  GERRY KINGEN


                                                  ______________________________
                                                  Gerry Kingen

                                      S-3

<PAGE>

                                               ROBERT MERULLO

                                               _________________________________
                                               Robert Merullo


                                               SHAMROCK INVESTMENT COMPANY


                                               _________________________________
                                               Shamrock Investment Company


                                               GEORGE D. HANSEN


                                               _________________________________
                                               George D. Hansen


                                               DEBORAH HANSEN


                                               _________________________________
                                               Deborah Hansen


                                               BEVERLY C. BROWN


                                               _________________________________
                                               Beverly C. Brown


                                               L.V. BROWN, JR.

                                               /s/ LV. Brown, Jr.
                                               ---------------------------------
                                               LV. Brown, Jr.


                                               GERRY KINGEN


                                               _________________________________
                                               Gerry Kingen

                                      S-3

<PAGE>

                                                 ROBERT MERULLO


                                                 _______________________________
                                                 Robert Merullo


                                                 SHAMROCK INVESTMENT COMPANY


                                                 _______________________________
                                                 Shamrock Investment Company


                                                 GEORGE D. HANSEN


                                                 _______________________________
                                                 George D. Hansen


                                                 DEBORAH HANSEN


                                                 _______________________________
                                                 Deborah Hansen


                                                 BEVERLY C. BROWN


                                                 _______________________________
                                                 Beverly C. Brown


                                                 L.V. BROWN, JR.


                                                 _______________________________
                                                 LV. Brown, Jr.


                                                 GERRY KINGEN

                                                 /s/ Gerry Kingen
                                                 -------------------------------
                                                 Gerry Kingen

                                      S-3

<PAGE>

                                                                      Schedule A

                                 Skylark Holders
                                 ---------------

                            Skylark Company, Ltd.
                            Kiwanu Yokawa
                            Gaishoku System Kenkyujo Company, Ltd.
                            Hibari Guam Corporation




<PAGE>

                                                                      Schedule B

                               Other Shareholders
                               ------------------

                     Gerald R. Kingen

<PAGE>

                                                                      Schedule C

                                  Snyder Group
                                  ------------

                   Michael J. Snyder
                   Stephen S. Snyder Intervivos Trust
                   Louise A. Snyder Intervivos Trust
                   Michael E. Woods
                   Robert Merullo
                   Shamrock Investment Company, a Washington general partnership
                   George D. Hansen
                   Deborah Hansen
                   Beverly C. Brown
                   L. V. Brown, Jr.