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                                                                       EXHIBIT A

                          CARROLS HOLDINGS CORPORATION

                             REGISTRATION AGREEMENT

               THIS  REGISTRATION  AGREEMENT  (this  "Agreement")  is made as of
_________,   1997  by  and  among  Carrols  Holdings  Corporation,   a  Delaware
corporation  (the  "Company"),  and the  Persons  listed on  Schedule A attached
hereto  (collectively  referred to herein as the  "Stockholders,"  and each as a
"Stockholder").

               The Company, Atlantic Restaurants, Inc., Madison Dearborn Capital
Partners,  L.P.,  Madison  Dearborn  Capital  Partners II, L.P.  (together  with
Madison Dearborn Capital Partners, L.P., the "Investors") are parties to a Stock
Purchase Agreement dated as of February __, 1997 (the "Purchase Agreement"). The
execution and delivery of this Agreement is a condition to the Closing under the
Purchase  Agreement.  Unless otherwise  provided in this Agreement,  capitalized
terms used herein shall have the meanings set forth in paragraph 8 hereof.

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

               1.     Demand Registrations.

               (a)  Requests  for  Registration.  At any time,  the holders of a
majority of the Investor Registrable Securities, as a group, or the holders of a
majority of the ARI Registrable Securities, as a group, may request registration
under the Securities Act of all or any portion 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");  provided that (i) in the case of the first Demand
Registration  hereunder,  the holders of a majority of the Investor  Registrable
Securities and the holders of a majority of the ARI Registrable Securities, as a
group,  must  consent to such  registration  unless the Company  has  previously
completed a registered  public offering of its Common Stock under the Securities
Act and (ii) all Long-Form  Registrations  shall be underwritten  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 after  receipt of any such  request,  the  Company  shall give  written
notice of such  requested  registration  to all  other  holders  of  Registrable
Securities 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.

               (b)  Long-Form  Registrations.  The  holders of a majority of the
Investor  Registrable  Securities,  as a group, and the holders of a majority of
the ARI Registrable





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Securities,  as a group,  shall each be entitled to request  three (3) Long-Form
Registrations in which the Company shall pay all Registration Expenses; provided
that the aggregate offering value of the Registrable  Securities requested to be
registered in any Long-Form  Registration must be equal to at least $15,000,000.
A registration shall not count as one of the permitted  Long-Form  Registrations
until it has become effective,  and no Long-Form Registration shall count as one
of the permitted Long-Form  Registrations unless the person or group making such
request is 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
Registrations.

               (c)  Short-Form  Registrations.  In  addition  to  the  Long-Form
Registrations  provided pursuant to paragraph 1(b), the holders of a majority of
the Investor Registrable  Securities,  as a group, and the holders of a majority
of the ARI Registrable  Securities,  as a group, shall be entitled to request an
unlimited number of Short-Form  Registrations in which the Company shall pay all
Registration  Expenses;  provided  that  the  aggregate  offering  value  of the
Registrable Securities requested to be registered in any Short-Form Registration
which is qualified  under Rule 415 under the  Securities Act must be equal to at
least $5,000,000 and which  contemplates an underwritten  offering must be equal
to at least $10,000,000.  Demand Registrations shall be Short-Form Registrations
whenever the Company is permitted to use any  applicable  short form.  After the
Company  has become  subject to the  reporting  requirements  of the  Securities
Exchange  Act,  the  Company  shall  use its  best  efforts  to make  Short-Form
Registrations on Form S-3 available for the sale of Registrable Securities.

               (d) Priority on Demand Registrations. If a Demand Registration is
an  underwritten  offering and the managing  underwriters  advise the Company in
writing  that in their  opinion  the number of  Registrable  Securities  and, if
permitted hereunder,  other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be  sold  therein  without  adversely  affecting  the  marketability  of the
offering,  the Company shall include in such registration prior to the inclusion
of any securities which are not Registrable Securities the number of Registrable
Securities  requested to be included  which in the opinion of such  underwriters
can be sold without adversely  affecting the marketability of the 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 shall not
be  obligated  to effect  any  Demand  Registration  within  180 days  after the
effective date of a previous Demand  Registration or a previous  registration in
which the holders of Registrable Securities were given piggyback rights pursuant
to paragraph 2 below.  The Company may postpone for up to 120 days the filing or
the effectiveness of a registration  statement for a Demand  Registration if the
Company in good faith determines 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


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such event,  the holders of Registrable  Securities  initially  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.

               (f)  Selection of Underwriters.  The Company shall have the right
to select the  investment  banker(s) and  manager(s) to administer the offering,
subject to the approval of the holders of the Registrable  Securities requesting
registration hereunder.

               (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  holders  of at  least  80%  of the  Registrable
Securities;  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 set forth in paragraphs 2(c) and 2(d) below.

               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 Demand  Registration) 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 20 days after the receipt of the
Company's notice.

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

               (c)  Priority   on   Primary   Registrations.   If  a   Piggyback
Registration is an underwritten  primary  registration on behalf of the Company,
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 such  offering  without  adversely
affecting the  marketability of the offering,  the Company shall include in such
registration  (i) first,  the  securities  the Company  proposes  to sell,  (ii)
second,   the   Registrable   Securities   requested  to  be  included  in  such
registration,  pro rata among the holders of such Registrable  Securities on the
basis of the number of shares owned by each such holder,  and (iii) third, 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 such  offering
without adversely affecting the marketability of the offering, the Company shall



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include in such registration (i) first, the securities  requested to be included
therein  by the  holders  requesting  such  registration,  and  the  Registrable
Securities  requested  to be included in such  registration,  pro rata among the
holders  of such  Registrable  Securities  on the basis of the  number of shares
owned by each such holder,  and (ii) second,  other  securities  requested to be
included in such registration.

               (e)  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  180 days has  elapsed  from the  effective  date of such
previous registration.

               (f)  Selection of Underwriters.  If any Piggyback Registration is
an underwritten  offering, the Company shall select the investment banker(s) and
manager(s) for the offering.

               3.   Holdback Agreements.

               (a)  Each  holder of Registrable  Securities shall not effect any
public sale or  distribution  (including  sales  pursuant to Rule 144) of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities,  during the seven days prior to and the 180-day
period beginning on the effective date of any underwritten  Demand  Registration
or any underwritten  Piggyback  Registration in which Registrable Securities are
included  (except  as  part  of  such  underwritten  registration),  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  180-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 shares of its 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 reasonable best efforts to effect
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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
reasonable 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 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)  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,


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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  11Aa2-1 of the
Securities   and  Exchange   Commission  or,  failing  that,  to  secure  NASDAQ
authorization  for  such  Registrable   Securities  and,  without  limiting  the
generality  of the  foregoing,  to  arrange  for at least two  market  makers to
register as such with respect to such Registrable Securities with the 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  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; and

               (k)  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; and

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

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               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,
commissions and  underwriters'  counsel fees) 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 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.

               (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  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,  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


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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  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 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


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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.

               "Affiliate" of a Person other than an individual  means any other
Person,  directly  or  indirectly  controlling,  controlled  by or under  common
control  with such  Person or,  with  respect to any  partnership,  any  partner
thereof.

               "ARI" means Atlantic Restaurants, Inc., a Delaware corporation.

               "ARI Registrable  Securities"  means (i) any Common Stock held by
ARI as of the date  hereof and (ii) any Common  Stock  issued or  issuable  with
respect to the  securities  referred to in clause (i) by way of a stock dividend
or stock split or in connection with a combination of shares,  recapitalization,
merger,  consolidation  or  other  reorganization.  As  to  any  particular  ARI
Registrable  Securities,  such  securities  shall  cease  to be ARI  Registrable
Securities when they cease to be held by ARI or any of its Affiliates.

               "Closing"  shall have the meaning set forth in the Stock Purchase
Agreement.

               "Common Stock" means the Company's  common stock, par value $0.01
per share.

               "Investor  Registrable  Securities"  means (i) any  Common  Stock
issued or  transferred to the Investors  pursuant to the Purchase  Agreement and
(ii) any Common Stock issued or issuable with respect to the securities referred
to in clause (i) by way of a stock dividend or stock split or in connection with
a  combination  of  shares,  recapitalization,  merger,  consolidation  or other
reorganization.  As to any  particular  Investor  Registrable  Securities,  such
securities shall cease to be Investor Registrable  Securities when they cease to
be held by any Investor or any of their Affiliates.

               "Management  Holders" means Alan Vituli,  Daniel T. Accordino and
Joseph A. Zirkman.

               "Other  Registrable  Securities"  means  (i) any  employee  stock
options held by any Management Holder and shares of Common Stock acquired by any
such Management  Holder hereafter through the exercise of employee stock options
or any other option held as of the date hereof, and (ii) any Common Stock issued
or issuable with respect to the securities referred to in clause (i) by way of a
stock  dividend or stock split or in connection  with a  combination  of shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular Other Registrable Securities, such securities shall cease to be Other
Registrable  Securities when they cease to be held by a Management Holder or his
Family  Group.  For  purposes  of  this  Agreement,


                                       9


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<PAGE>

"Family Group" means an individual's spouse and descendants  (whether natural or
adopted)  and any trust  solely  for the  benefit of the  individual  and/or the
individual's spouse and/or descendants.

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

               "Public Sale" means any sale of securities to the public pursuant
to an offering  registered  under the  Securities Act or to the public through a
broker,  dealer or market maker  pursuant to the  provisions of Rule 144 adopted
under the Securities Act.

               "Registrable   Securities"   means   (i)   Investor   Registrable
Securities,   (ii)  ARI  Registrable   Securities  or  (iii)  Other  Registrable
Securities.

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

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

               Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the 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  materially  and  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 materially and
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.

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<PAGE>

               (d)  Amendments and Waivers. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company, the holders of Investor  Registrable  Securities,
the holders of ARI  Registrable  Securities or the holders of Other  Registrable
Securities unless such modification,  amendment or waiver is approved in writing
by  the  Company,  the  holders  of  a  majority  of  the  Investor  Registrable
Securities,  the holders of a majority of the ARI Registrable  Securities or the
holders of a majority of the Other  Registrable  Securities,  respectively.  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 permitted  assigns of the parties
hereto  whether so expressed or not;  provided that the parties  hereto may only
assign their rights under this  Agreement to, (i) in the case of an  individual,
pursuant  to  applicable  laws  of  descent  and   distribution  or  among  such
individual's  Family  Group  or  (ii)  in the  case of a  Person  other  than an
individual,  among its Affiliates,  and provided that any restrictions contained
in this Agreement  shall continue to be applicable to the holders of Registrable
Securities after any such assignment other than a Public Sale.

               (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 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 State of Delaware
shall govern all issues and  questions  concerning  the  relative  rights of the
Company and its  stockholders.  All other issues and  questions  concerning  the
construction, validity, interpretation and enforcement 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
jurisdiction other than the State of New York.

                                       11


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<PAGE>

               (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 mailed to the recipient by certified or  registered  mail,
return receipt  requested and postage prepaid.  Such notices,  demands and other
communications shall be sent to each Stockholder at the address indicated on the
Schedule A attached hereto and to the Company at the address indicated below:

                             Carrols Holdings Corporation
                             968 James Street
                             Syracuse, New York 13203
                             Attention: Mr. Alan Vituli

                     With copies (which shall not constitute notice) to:

                             Schulte Roth & Zabel LLP
                             900 Third Avenue
                             New York, NY  10022
                             Attention:  Andre Weiss, Esq.

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

                                    * * * * *




                                       12


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<PAGE>


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

                                    CARROLS HOLDINGS CORPORATION

                                    By__________________________________________

                                    Its_________________________________________


                                    MADISON DEARBORN CAPITAL PARTNERS, L.P.

                                    By Madison Dearborn Partners, L.P.
                                    Its General Partner
 
                                          By Madison Dearborn Partners, Inc.
                                          Its General Partner

                                               By_______________________________
                                                       Benjamin D. Chereskin

                                               Its______________________________


                                    MADISON DEARBORN CAPITAL PARTNERS II,
                                    L.P.

                                    By Madison Dearborn Partners II, L.P.
                                    Its General Partner

                                        By Madison Dearborn Partners, Inc.
                                        Its General Partner

                                             By_________________________________
                                                     Benjamin D. Chereskin

                                             Its________________________________

  
                                    ATLANTIC RESTAURANTS, INC.

                                    By____________________________

                                    Its___________________________




                                       13


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<PAGE>


                                    ___________________________________
                                    Alan Vituli

                                    ___________________________________
                                    Daniel T. Accordino

                                    ___________________________________
                                    Joseph A. Zirkman
  


                                       14


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<PAGE>


               The  undersigned,  as the indirect owner of all or  substantially
all of the outstanding capital stock of Atlantic Restaurants,  Inc., does hereby
guarantee the obligations of Atlantic Restaurants,  Inc. under this Registration
Agreement  and  shall  cause  Atlantic  Restaurants,  Inc.  to  comply  with the
provisions of this Registration Agreement.

                                       BAHRAIN INTERNATIONAL BANK, E.C.

                                       By_________________________________

                                       Its_________________________________



                                       15



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                                                                      Schedule A

                            SCHEDULE OF STOCKHOLDERS

                      Atlantic Restaurants, Inc.
                      c/o Dilmun Investments, Inc.
                      Metro Center
                      One Station Place
                      Stamford, CT 06902
                      Attn.:  Paul Durrant

                      Madison Dearborn Capital Partners, L.P.
                      Three First National Plaza
                      Suite 1330
                      Chicago, IL 60602
                      Attn.: Benjamin D. Chereskin, Robin P. Selati
                      and William J. Hunckler III

                      Madison Dearborn Capital Partners II, L.P.
                      Three First National Plaza
                      Suite 1330
                      Chicago, IL 60602
                      Attn.: Benjamin D. Chereskin, Robin P. Selati
                      and William J. Hunckler III

                      Alan Vituli
                      c/o Carrols Corporation
                      968 James Street
                      Syracuse, NY 13203

                      Daniel T. Accordino
                      c/o Carrols Corporation
                      968 James Street
                      Syracuse, NY 13203

                      Joseph A. Zirkman
                      c/o Carrols Corporation
                      968 James Street
                      Syracuse, NY 13203



<PAGE>