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                                                                     Exhibit 4.3


                               XANDO, INCORPORATED

                   AMENDED AND RESTATED REGISTRATION AGREEMENT

                  THIS AGREEMENT is made as of March 30, 1999, by and among
Xando, Incorporated, a Delaware corporation (the "Company") and the Persons
listed on Schedule A attached hereto (the "INVESTING STOCKHOLDERS") and the
Persons listed on Schedule B attached hereto (the "OTHER STOCKHOLDERS"). The
Investing Stockholders and the Other Stockholders are collectively referred to
herein as the "STOCKHOLDERS," and each as a "STOCKHOLDER".

                               W I T N E S S E T H

                  WHEREAS, the Company and certain of the Stockholders are
parties to a Series C Preferred Stock Purchase Agreement of even date herewith
(the "SERIES C PURCHASE AGREEMENT"); and

                  WHEREAS, in order to induce such Stockholders to enter into
the Series C Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement; and

                  WHEREAS, the execution and delivery of this Agreement is a
condition to the closing under the Series C Purchase Agreement; and

                  WHEREAS, certain Stockholders are parties to a registration
agreement, dated April 28, 1998 (the "ORIGINAL REGISTRATION AGREEMENT") and
desire to amend and restate the Original Registration Agreement and add
additional parties hereto.

                  NOW, THEREFORE, the parties hereto agree as follows:

                  1.       DEMAND REGISTRATIONS.

                  (a)      REQUESTS FOR REGISTRATION. At any time after June 30,
2003, or such earlier time as the Company has completed a public offering of its
equity securities registered under the Securities Act, the holders of at least a
majority of then outstanding Underlying Common Stock (as defined in the Series A
Purchase Agreement) issued or issuable upon conversion of the Series A Preferred
or the holders of at least a majority of then outstanding Underlying Common
Stock (as defined in the Series C Purchase Agreement) issued or issuable upon
conversion of the Series C Preferred or ZAM (so long as ZAM and its Affiliates
are collectively the holders of at least 25% of the Originally Acquired Shares
(as defined in the Series C Purchase Agreement) (the "INITIATING HOLDERS") may
request registration under the Securities Act of all or part of their
Registrable Securities on Form S-1 or any similar long-form registration
("LONG-FORM REGISTRATIONS") or, if available, on Form S-2 or S-3 or any similar
short-form registration ("SHORT-FORM REGISTRATIONS"). All registrations
requested pursuant to this paragraph 1(a) are referred to herein as "DEMAND
REGISTRATIONS." Each request for a Demand Registration shall specify the
approximate number of Registrable Securities requested to be registered and the
anticipated per share price range for such offering. Within ten days
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after receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and,
subject to paragraph 1(d) below, shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the Company's
notice.

                  (b)      LONG-FORM REGISTRATIONS. The Initiating Holders shall
be entitled to request two Long-Form Registrations, and the Company shall pay
all Registration Expenses in connection therewith; provided that the aggregate
offering value of the Registrable Securities requested to be registered in any
Long-Form Registration must equal at least $15 million if the registration is
the Company's initial registered public offering. A registration shall not count
as one of the permitted Long-Form Registrations until it has become effective,
and no registration shall count as one of the permitted Long-Form Registrations
unless the holders of Investor Registrable Securities are able to register and
sell at least 90% of the Registrable Securities requested to be included in such
registration; provided that in any event the Company shall pay all Registration
Expenses in connection with any registration initiated as a Long-Form
Registration whether or not it has become effective and whether or not such
registration has counted as one of the permitted Long-Form Registration. All
Long-Form Registrations shall be underwritten registrations.

                  (c)      SHELF REGISTRATIONS. At such time as the Company
shall be eligible to use Short-Form Registrations, an Initiating Holder shall be
entitled to request a shelf registration statement (the "SHELF REGISTRATION
STATEMENT") in which the Company shall pay all Registration Expenses. The
Company shall use its best efforts to make Short-Form Registrations available
for the sale of Registrable Securities. The Company shall use its best efforts
(subject to Section 1(e)) to keep the Shelf Registration Statement continuously
effective in order to permit the prospectus included therein to be lawfully
delivered by all holders of Registrable Securities, for a period of two (2)
years (not including any period during which the Shelf Registration Statement is
not effective) from the date of its effectiveness or such shorter period that
will terminate when all the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant thereto. The Company shall be
deemed not to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action (except as provided in Section 1(e)) that would result in holders of
Registrable Securities not being able to offer and sell such Registrable
Securities during that period, unless such action is required by applicable law.
A registration shall not count as the Shelf Registration Statement until it has
been effective for the requisite time period; provided that in any event the
Company shall pay all Registration Expenses in connection with any registration
initiated as a Shelf Registration Statement whether or not it has become
effective and whether or not such registration is counted as the Shelf
Registration Statement.

                  (d)      PRIORITY ON DEMAND REGISTRATIONS. The Company shall
not include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the Initiating Holder. If a
Demand Registration is an underwritten offering and the managing underwriters
advise the Company in writing that in their opinion the number of Registrable
Securities and, if permitted hereunder, other securities requested to be
included in such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold in an orderly manner in such offering
within a price range acceptable to the holders of a majority of the Registrable
Securities initially requesting registration, the Company shall include


                                      -2-
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in such registration, prior to the inclusion of any securities which are not
Registrable Securities, (i) first, the number of Investor Registrable Securities
requested to be included which in the opinion of such underwriters can be sold
in an orderly manner within the price range of such offering, pro rata among the
respective holders thereof on the basis of the amount of Registrable Securities
owned by each such holder, and (ii) second, the number of Other Registrable
Securities requested to be included which in the opinion of such underwriters
can be sold in an orderly manner within the price range of such offering, pro
rata among the respective holders thereof on the basis of the amount of
Registrable Securities owned by each such holder.

                  (e)      RESTRICTIONS ON DEMAND REGISTRATIONS. The Company may
postpone for up to 90 days the filing or the effectiveness of a registration
statement for a Demand Registration if the Company's board of directors
determines in its reasonable good faith judgment that such Demand Registration
would reasonably be expected to have a material adverse effect on any proposal
or plan by the Company or any of its Subsidiaries to engage in any acquisition
of assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer, reorganization or similar transaction; provided
that in such event, the Initiating Holder requesting such Demand Registration
shall be entitled to withdraw such request and, if such request is withdrawn,
such Demand Registration shall not count as one of the permitted Demand
Registrations hereunder and the Company shall pay all Registration Expenses in
connection with such registration. The Company may delay a Demand Registration
hereunder only once in any twelve-month period. The Company will not be
obligated to effect any Demand Registration within the 90 day period immediately
following the Company's initial registered public offering.

                  (f)      SELECTION OF UNDERWRITERS. The Company shall have the
right to select the investment banker(s) and manager(s) to administer any Demand
Registration, subject to the approval of the holders of a majority of the
Registrable Securities included in any such Demand Registration, which approval
shall not be unreasonably withheld.

                  (g)      OTHER REGISTRATION RIGHTS. Except as provided in this
Agreement, the Company shall not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the Initiating Holders; provided that the Company may
grant rights to other Persons to participate in Piggyback Registrations so long
as such rights are subordinate to the rights of the holders of Registrable
Securities with respect to such Piggyback Registrations as provided in
paragraphs 2(c) and 2(d) hereof.

                  2.       PIGGYBACK REGISTRATIONS.

                  (a)      RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than pursuant to
a registration on Form S-4 or S-8 or any successor or similar forms) and the
registration form to be used may be used for the registration of Registrable
Securities (a "PIGGYBACK REGISTRATION"), the Company shall give prompt written
notice to all holders of Registrable Securities of its intention to effect such
a registration and shall include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within 15 days after the receipt of the Company's notice.


                                      -3-
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                  (b)      PIGGYBACK EXPENSES. The Company shall pay all
Registration Expenses in all Piggyback Registrations (whether such Registration
Expenses are incurred by the Company or the holders of Registrable Securities).

                  (c)      PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company, the Company shall include in
such registration (i) first, the securities the Company proposes to sell, (ii)
second, the Investor Registrable Securities requested to be included in such
registration, pro rata among the holders of such Investor Registrable Securities
on the basis of the number of shares owned by each such holder, (iii) third, the
Other Registrable Securities requested to be included in such registration, pro
rata among the holders of such Other Registrable Securities on the basis of the
number of shares owned by each such holder, and (iv) fourth, other securities
requested to be included in such registration.

                  (d)      PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in an orderly manner
in such offering within the price range of the offering, the Company shall
include in such registration, (i) first, the securities requested to be included
therein by the holders requesting such registration and the Investor Registrable
Securities requested to be included in such registration, pro rata among the
holders of such securities on the basis of the number of securities owned by
each such holder, and (ii) second, other securities (including, without
limitation, any Other Registrable Securities) requested to be included in such
registration.

                  (e)      SELECTION OF UNDERWRITERS. If any Piggyback
Registration is an underwritten offering, the selection of investment banker(s)
and manager(s) for the offering shall be made by the Company and must be
approved by the holders of a majority of the Registrable Securities included in
such Piggyback Registration. Such approval shall not be unreasonably withheld.

                  (f)      OTHER REGISTRATIONS. If the Company has previously
filed a registration statement with respect to Registrable Securities pursuant
to paragraph 1 or pursuant to this paragraph 2, and if such previous
registration has not been withdrawn or abandoned, the Company shall not file or
cause to be effected any other registration of any of its equity securities or
securities convertible or exchangeable into or exercisable for its equity
securities under the Securities Act (except on Form S-8 or any successor form),
whether on its own behalf or at the request of any holder or holders of such
securities, until a period of at least 90 days has elapsed from the effective
date of such previous registration.

                  3.       HOLDBACK AGREEMENTS.

                  (a)      Each holder of Registrable Securities shall not
effect any public sale or distribution of equity securities of the Company, or
any securities convertible into or


                                      -4-
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exchangeable or exercisable for such securities, during the seven days prior to
and the 90-day period beginning on the effective date of the Company's initial
underwritten registered public offering of Common Stock (except for sales of
securities as part of such underwritten registered offering or as permitted
under Rule 144(k)), unless the underwriters managing the registered public
offering otherwise agree.

                  (b)      The Company (i) shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 90-day period beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration (except as part
of such underwritten registration or pursuant to registrations on Form S-8 or
any successor form), unless the underwriters managing the registered public
offering otherwise agree, and (ii) shall cause each holder of its Common Stock,
or any securities convertible into or exchangeable or exercisable for Common
Stock, purchased from the Company at any time after the date of this Agreement
(other than in a registered public offering) to agree not to effect any public
sale or distribution (including sales pursuant to Rule 144) of any such
securities during such period (except as part of such underwritten registration,
if otherwise permitted), unless the underwriters managing the registered public
offering otherwise agree.

                  4.       REGISTRATION PROCEDURES.

                  Whenever the holders of Registrable Securities have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company shall use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company shall as expeditiously as
possible:

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

                  (b)      notify each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of not less than 180 days and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;

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


                                      -5-
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such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;

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

                  (e)      notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;

                  (f)      use its best efforts to cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Company are then listed and, if not so listed, use its best
efforts to be listed on the NASD automated quotation system and, if listed on
the NASD automated quotation system, 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 1lAa2-1 of
the Securities and Exchange Commission or, failing that, to use its best efforts
to secure NASDAQ authorization for such Registrable Securities and, without
limiting the generality of the foregoing, to use its best efforts to arrange for
at least two market makers to register as such with respect to such Registrable
Securities with the NASD;

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

                  (h)      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 effecting a stock split or
a combination of shares);

                  (i)      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


                                      -6-
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reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;

                  (j)      otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
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 thereunder;

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

                  (l)      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 shall use its best efforts promptly to
obtain the withdrawal of such order.

                  5.       REGISTRATION EXPENSES.

                  (a)      All expenses incident to the Company's performance of
or compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and disbursements
of custodians, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company (all such expenses being
herein called "REGISTRATION EXPENSES"), shall be borne as provided in this
Agreement, except that the Company shall, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance and
the expenses and fees for listing the securities to be registered on each
securities exchange on which similar securities issued by the Company are then
listed or on the NASD automated quotation system.

                  (b)      In connection with each Demand Registration and each
Piggyback Registration, the Company shall reimburse the holders of Registrable
Securities included in such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities included in such registration and for the reasonable fees
and disbursements of each additional counsel retained by any holder of
Registrable Securities for the purpose of rendering a legal opinion on behalf of
such holder in connection with any underwritten Demand Registration or Piggyback
Registration.


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                  (c)      To the extent Registration Expenses are not required
to be paid by the Company, each holder of securities included in any
registration hereunder shall pay those Registration Expenses allocable to the
registration of such holder's securities so included, and any Registration
Expenses not so allocable shall be borne by all sellers of securities included
in such registration in proportion to the aggregate selling price of the
securities to be so registered.

                  6.       INDEMNIFICATION.

                  (a)      The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its officers and
directors and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
(including, without limitation, reasonable legal fees and expenses) caused by
any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, if so requested by any such
Person, the Company shall indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.

                  (b)      In connection with any registration statement in
which a holder of Registrable Securities is participating, each such holder
shall furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, shall indemnify the
Company, its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable legal fees
and expenses) resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; provided that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be limited
to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.

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


                                      -8-
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such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

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

                  7.       PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

                  No Person may participate in any registration hereunder which
is underwritten unless such Person (i) agrees to sell such Person's securities
on the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements; provided that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters (other than representations and
warranties regarding such holder and such holder's intended method of
distribution) or to undertake any indemnification obligations to the Company or
the underwriters with respect thereto, except as otherwise provided in paragraph
6 hereof.

                  8.       DEFINITIONS.

                  (a)      "INVESTOR REGISTRABLE SECURITIES" means (i) any
shares of Common Stock issued or issuable upon conversion of the Series A
Preferred, Series C Preferred or the exercise of the Series A Warrants or Bridge
Warrants, and (ii) any Common Stock issued or issuable with respect to the
securities referred to in clause (i) above by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization.

                  (b)      "OTHER REGISTRABLE SECURITIES" means (i) any shares
of Common Stock issued or issuable upon conversion of the Series B Preferred and
any shares of Common Stock held as of the date hereof, or acquired hereafter
through the exercise of stock options held as of the date hereof, by the Other
Stockholders who are parties to this Agreement and (ii) any Common Stock issued
or issuable with respect to the securities referred to in clause (i) above by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.


                                      -9-
<PAGE>
                  (c)      "REGISTRABLE SECURITIES" means the Investor
Registrable Securities and the Other Registrable Securities. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when they have been distributed to the public pursuant to an offering
registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the Securities Act (or
any similar rule then in force). For purposes of this Agreement, a Person shall
be deemed to be a holder of Registrable Securities whenever such Person has the
right to acquire such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Registrable Securities hereunder.

                  (d)      Unless otherwise stated, other capitalized terms
contained herein have the meanings set forth in the Series C Purchase Agreement.

                  9.       MISCELLANEOUS.

                  (a)      NO INCONSISTENT AGREEMENTS. The Company shall not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.

                  (b)      ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The
Company shall not take any action, or permit any change to occur, with respect
to its securities which would adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would adversely affect the
marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).

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

                  (d)      AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and (i) ZAM (so long as ZAM and its
Affiliates are collectively the holders of at least fifty percent (50%) of the
shares of Series C Preferred purchased by ZAM under the Series C Purchase
Agreement); provided that, if any such amendment, modification or waiver will
have an adverse effect on ZAM, ZAM (so long as ZAM and its Affiliates are
collectively the holders of at least twenty-five percent (25%) of the shares of
Series C Preferred purchased by ZAM under the Series C Purchase Agreement), or,
if ZAM fails to meet such test, the holders of not less than fifty-one percent
(51%) of the then outstanding Series C Preferred, and (ii) the holders of at
least 60% of the then outstanding shares of Underlying Common Stock (as such
term is


                                      -10-
<PAGE>
defined in the Series A Purchase Agreement); provided that, if such
modification, amendment or waiver would adversely affect a holder or group of
holders of Registrable Securities in a manner different than any other holder or
groups of holders of Registrable Securities, then such modification, amendment
or waiver will require the consent of such holder of Registrable Securities or a
majority of the Registrable Securities held by such group of holders adversely
affected. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.

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

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

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

                  (h)      DESCRIPTIVE HEADINGS. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

                  (i)      GOVERNING LAW. THE CORPORATE LAW OF THE COMPANY'S
STATE OF INCORPORATION SHALL GOVERN ALL ISSUES AND QUESTIONS CONCERNING THE
RELATIVE RIGHTS AND OBLIGATIONS OF THE COMPANY AND ITS STOCKHOLDERS. ALL OTHER
ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE
STATE OF NEW YORK.

                  (j)      NOTICES. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or sent by facsimile transmission


                                      -11-
<PAGE>
(confirmed by the facsimile operator). Such notices, demands and other
communications shall be sent to each holder of Registrable Securities at the
address and/or facsimile number indicated in the Company's records and to the
Company at the address and/or facsimile number indicated below:

                           Xando, Incorporated
                           860 Canal Street
                           Stamford, Connecticut  06902
                           Attention:  Co-Chief Executive Officer
                           Facsimile Number:  (203) 323-7776

or to such other address and/or facsimile number or to the attention of such
other person as the recipient party has specified by prior written notice to the
sending party.

                  (k)      JOINDER. Any purchaser of Registrable Securities may
become a party to this Agreement upon execution and delivery of a joinder
agreement between such purchaser, each Initiating Holder and the holders of at
least a majority of the Other Registrable Securities.



                                      -12-
<PAGE>
                  IN WITNESS WHEREOF, the parties have executed this
Registration Agreement as of the date first written above.


                                     XANDO, INCORPORATED



                                     By: /s/ Andrew Stenzler
                                         ---------------------------------------
                                     Its:
                                         ---------------------------------------
<PAGE>
                                     ZIFF ASSET MANAGEMENT, L.P.

                                     By:   PBK HOLDINGS, INC.
                                     Its:  General Partner

                                     By:/s/ Mark A. Beaudoin
                                        --------------------------------------
                                         Mark A. Beaudoin, Treasurer


                                     LBJ CAPITAL, L.P.

                                     By:   TEXAS BROADCASTING COMPANY, LLC
                                     Its:  General Partner

                                     By:/s/ James D. McBride III
                                       ---------------------------------------
                                     Its
                                       ---------------------------------------
<PAGE>
                                     TALON OPPORTUNITY FUND, L.P.

                                     By:   Talon Partnership Management, LLC
                                     Its:  General Partner

                                     By: /s/ Robert Burnstine
                                        ----------------------------------------
                                         Robert Burnstine, a Member
<PAGE>

                                     /s/ Howard Babcock
                                     -------------------------------------------
                                     Howard Babcock


                                     /s/ Robert Burnstine
                                     -------------------------------------------
                                     Robert Burnstine


                                     /s/ Jamie Diamond Schwartz
                                     -------------------------------------------
                                     Jamie Diamond Schwartz


                                     /s/ Jennifer Diamond
                                     -------------------------------------------
                                     Jennifer Diamond


                                     /s/ John Diamond
                                     -------------------------------------------
                                     John Diamond


                                     /s/ Marilyn Diamond
                                     -------------------------------------------
                                     Marilyn Diamond


                                     /s/ Michael Warsh
                                     -------------------------------------------
                                     Michael Warsh


                                     /s/ Frances Tuite
                                     -------------------------------------------
                                     Frances Tuite
<PAGE>
                                     CHANCELLOR PRIVATE CAPITAL
                                         PARTNERS III, L.P.

                                     By:   CPCP Associates, L.P.
                                     Its:  General Partner
                                     By:   INVESCO Private Capital, Inc.
                                     Its:  General Partner

                                     By: /s/ Johnston L. Evans
                                         ---------------------------------------
                                     Its:
                                         ---------------------------------------

                                     CHANCELLOR PRIVATE CAPITAL
                                         OFFSHORE PARTNERS II, L.P.

                                     By:   CPCO Associates II, L.P.
                                     Its:  General Partner
                                     By:   INVESCO Private Capital, Inc.
                                     Its:  General Partner

                                     By: /s/ Johnston L. Evans
                                         ---------------------------------------
                                     Its:
                                         ---------------------------------------

                                     CITIVENTURE 96 PARTNERSHIP, L.P.
                                     By:   INVESCO Private Capital, Inc.
                                           as its Investment Manager and
                                           Attorney-in-Fact

                                     By: /s/ Johnston L. Evans
                                         ---------------------------------------
                                     Its:
                                         ---------------------------------------



                                     CHANCELLOR PRIVATE CAPITAL
                                         OFFSHORE PARTNERS I, C.V.

                                     By:   Chancellor KME IV Partner, L.P.
                                     Its:  General Partner
                                     By:   INVESCO Private Capital, Inc.
                                     Its:  General Partner

                                     By: /s/ Johnston L. Evans
                                         ---------------------------------------
                                     Its:
                                         ---------------------------------------
<PAGE>
                                     BLAINE TRUST

                                         UNDER THE AMENDED AND RESTATED
                                         AGREEMENT
                                         DATED OCTOBER 25, 1993

                                     By:/s/ Philip Handy
                                        -------------------------------------
                                     Its:
                                        -------------------------------------


                                     HANDY FAMILY PARTNERSHIP LTD.



                                     By:/s/ Philip Handy
                                        ------------------------------------
                                     Its:
                                        ------------------------------------
<PAGE>
                                     /s/ Rod F. Dammeyer
                                     ----------------------
                                     Rod F. Dammeyer
<PAGE>
                                     RANDOLPH STREET PARTNERS

                                     By:
                                     Its:



                                     By:/s/ Matthew Strennetz
                                        -----------------------------------
                                     Its:
                                        -----------------------------------

                                     RANDOLPH STREET PARTNERS 1998 DIF, LLC

                                     By:
                                     Its:



                                     By:/s/ Matthew Strennetz
                                        ------------------------------------
                                     Its:/s/ WSK
                                        ------------------------------------
<PAGE>
                                     /S/ Sheila Rosenberg
                                     ----------------------------------------
                                     Sheila Rosenberg


                                     SZ INVESTMENTS, L.L.C.



                                     By:
                                        -------------------------------------
                                     Its:
                                        -------------------------------------

                                     JDS PARTNERS



                                     By: /S/ Jeffrey M. Stork
                                        -------------------------------------
                                         Jeffrey M. Stork
                                     Its:
                                        -------------------------------------
<PAGE>
                                     /S/ Andrew Stenzler
                                     ----------------------------------------
                                     Andrew Stenzler


                                     /S/ Nicholas Marsh
                                     ---------------------------------------
                                     Nicholas Marsh


                                     /S/ David Kaufman
                                     ---------------------------------------
                                     David Kaufman


                                     /S/ Creed Ford, III
                                     ---------------------------------------
                                     Creed Ford, III


                                     /S/ Jeffrey Stork
                                     --------------------------------------
                                     Jeffrey Stork


                                     /S/  Donald Stork
                                     --------------------------------------
                                     Donald Stork


                                     /S/ Dan Levitan
                                     -------------------------------------
                                     Dan Levitan


                                     /s/ Stephen Marsh
                                     -------------------------------------
                                     Stephen Marsh
<PAGE>
                                     /s/ James Lerner
                                     -------------------------------------------
                                     James Learner

                                     /s/ Joseph Learner
                                     -------------------------------------------
                                     Joseph Learner

                                     /s/ Richard Learner
                                     -------------------------------------------
                                     Richard Learner
<PAGE>
                                     /s/ James D. McBride, III
                                     -------------------------------------------
                                     James D. McBride, III
<PAGE>
                                     /S/ David Kelson
                                     -------------------------------------------
                                     David Kelson
<PAGE>
                                                                      SCHEDULE A
                                                         TO AMENDED AND RESTATED
                                                          REGISTRATION AGREEMENT

                         LIST OF INVESTING STOCKHOLDERS

<TABLE>
<CAPTION>
           NAME AND ADDRESS                           INITIAL NUMBER OF INVESTOR
                                                        REGISTRABLE SECURITIES
----------------------------------------------------  --------------------------
<S>                                                   <C>

Ziff Asset Management, L.P.
     c/o Ziff Brothers Investments
     153 East 53rd Street
     New York, New York  10022
     Attention:  Mark Beaudoin                                   1,397,059
     Fax:  212-292-6520



Talon Opportunity Fund, L.P.                                       736,991

LBJ Capital, L.P.                                                  235,295

Howard Babcock                                                      15,385

Robert Burnstine                                                     7,692

Jamie Diamond Schwartz                                               7,692

Jennifer Diamond (and David Kelson c/o Jennifer
     Diamond)                                                       11,314

John Diamond                                                        11,314

Marilyn Diamond                                                     11,314

Michael Warsh                                                        3,846

Francis Tuite                                                        1,539

each of the above c/o:
     Talon Asset Management, Inc.
     One North Franklin Street, Suite 450
     Chicago, Illinois  60606
     Attention:  Robert Burnstine
     Fax:  312-422-5415



Chancellor Private Capital Partners III, L.P.                      120,697

Chancellor Private Capital Offshore Partners II, L.P.              198,953

Chancellor Private Capital Offshore Partners I, C.V.                16,181

Citiventure 96 Partnership, L.P.                                   459,981

each of the above c/o:
     INVESCO Private Capital, Inc.
     As Investment Manager
     1166 Avenue of the Americas
     New York, New York  10036
     Attention:  Howard E. Goldstein
     Fax:  212-278-9180
</TABLE>


                                       A-1
<PAGE>
<TABLE>
<CAPTION>
           NAME AND ADDRESS                           INITIAL NUMBER OF INVESTOR
                                                        REGISTRABLE SECURITIES
----------------------------------------------------  --------------------------
<S>                                                   <C>

Blaine Trust Under the Amended and Restated                         15,385
Agreement dated October 25, 1993

Handy Family Partnership, Ltd.                                       7,692

each of the above c/o:
     The Sun Valley Company
     222 West Comstock Avenue, Suite 210
     Winter Park, Florida  32789
     Attention:  Kay Charlton
     Fax:  407-644-9700



Rod F. Dammeyer                                                     67,873
     c/o Equity Group Investments
     2 North Riverside Plaza, 6th Floor
     Chicago, Illinois  60606
     Attention:  Evonne Brown
     Telephone:  312-466-3150




Randolph Street Partners                                            15,839

Randolph Street Partners 1998 DIF, LLC                               6,790

each of the above c/o:
     Kirkland & Ellis
     200 East Randolph Drive
     Chicago, Illinois  60601
     Attention:  Matthew Steinmetz
     Fax:  312-861-2200




Sheli Rosenberg                                                     15,385

SZ Investments, LLC                                                165,160

each of the above c/o:
     SZ Investments, LLC
     2 North Riverside Plaza, Suite 1600
     Chicago, Illinois  60606
     Attention:  Jonathan Wasserman
     Fax:  312-454-0335
</TABLE>


                                       A-2
<PAGE>
                                                                      SCHEDULE B
                                                         TO AMENDED AND RESTATED
                                                          REGISTRATION AGREEMENT

                           LIST OF OTHER STOCKHOLDERS

<TABLE>
<CAPTION>
           NAME AND ADDRESS                           INITIAL NUMBER OF INVESTOR
                                                        REGISTRABLE SECURITIES
----------------------------------------------------  --------------------------
<S>                                                   <C>
Andrew Stenzler                                                    617,292

Nicholas Marsh                                                     617,292

David Kaufman                                                      438,462

Creed Ford, III                                                    470,590

Jeffrey M. Stork                                                   782,550

JDS Partners                                                       491,550

Dan Levitan                                                        190,385

Stephen Marsh                                                       73,800

each of the above c/o:
     Xando, Incorporated
     800 Canal Street
     Stamford, Connecticut  06092
     Fax:  203-323-7776



James Learner                                                        3,556

Joseph Learner                                                       3,556

Richard Learner                                                      3,556

each of the above c/o:
     Richard Learner
     2243 North Greenview, Unit B
     Chicago, Illinois  60614
</TABLE>


                                       B-1