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                                                                    EXHIBIT 10.5


                         SC INTERNATIONAL SERVICES, INC.
                              524 East Lamar Blvd.
                             Arlington, Texas 76011
                                 (817) 792-2123
                           (817) 792-2222 (Facsimile)


                                                               December 29, 1997


The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street
Floor 21 West
New York, New York  10286


                           Re:      EXCHANGE AGENT AGREEMENT


Ladies and Gentlemen:

         SC International Services, Inc., a Delaware corporation (the "Issuer"),
and the Guarantors (the "Guarantors") identified in the Registration Statement
(as defined herein) propose to make an offer (the "Exchange Offer") to exchange
up to $300,000,000 aggregate principal amount of the Issuer's 9 1/4% Senior
Subordinated Notes due 2007, Series B (the "Exchange Notes") (and the related
guarantees of the Guarantors) for a like principal amount of the Issuer's
outstanding 9 1/4% Senior Subordinated Notes due 2007, Series A (the "Private
Notes") (and the related guarantees of the Guarantors). The terms and conditions
of the Exchange Offer are set forth in a prospectus (the "Prospectus") included
in the Issuer's and the Guarantors' registration statement on Form S-4 (File No.
333-37475), as amended (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission"), and proposed to be distributed to
all record holders of the Private Notes. The Private Notes and the Exchange
Notes are collectively referred to herein as the "Notes." Capitalized terms used
herein and not defined shall have the respective meanings ascribed to them in
the Prospectus or the Letter of Transmittal which constitutes part of the
Prospectus.

         The Issuer hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.

         The Exchange Offer is expected to be commenced by the Issuer on or
about December 31, 1997. The Letter of Transmittal accompanying the Prospectus
is to be used by the holders of the Private Notes to accept the Exchange Offer,
and contains instructions with respect to the delivery of Private Notes
tendered.



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         The Exchange Offer shall expire at 5:00 P.M., New York City time, on
February 4, 1998, or on such later date or time to which the Issuer may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Issuer expressly reserves the right to extend
the Exchange Offer from time to time, and may extend the Exchange Offer by
giving notice (such notice if given orally, to be confirmed in writing) to you
before 9:00 A.M., New York City time, on the next New York Stock Exchange
trading day after the previously scheduled Expiration Date.

         The Issuer expressly reserves the right, in its sole discretion, to
amend or terminate the Exchange Offer, and not to accept for exchange any
Private Notes not theretofore accepted for exchange. The Issuer will give notice
(such notice if given orally, to be confirmed in writing) of any amendment,
termination or nonacceptance to you as promptly as practicable.

         In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

1.       You will perform such duties and only such duties as are specifically
         set forth in the section of the Prospectus captioned "The Exchange
         Offer," in the Letter of Transmittal accompanying the Prospectus, or as
         specifically set forth herein; provided, however, that in no way will
         your general duty to act in good faith and without gross negligence or
         willful misconduct be limited by the foregoing.

2.       You will establish an account with respect to the Private Notes at The
         Depository Trust Company (the "Book-Entry Transfer Facility") for
         purposes of the Exchange Offer within two New York Stock Exchange
         trading days after the date of the Prospectus, and any financial
         institution that is a participant in the Book-Entry Transfer Facility's
         systems may make book-entry delivery of the Private Notes by causing
         the Book-Entry Transfer Facility to transfer such Private Notes into
         your account in accordance with the Book-Entry Transfer Facility's
         procedures for such transfer.

3.       You are to examine each of the Letters of Transmittal and certificates
         for Private Notes (and confirmation of book-entry transfers of Private
         Notes into your account at the Book-Entry Transfer Facility) and any
         other documents delivered or mailed to you by or for holders of the
         Private Notes, to ascertain whether: (i) the Letters of Transmittal,
         certificates and any such other documents are duly executed and
         properly completed in accordance with instructions set forth therein
         and that such book-entry confirmations are in due and proper form and
         contain the information required to be set forth therein, and (ii) the
         Private Notes have otherwise been properly tendered. In each case where
         the Letter of Transmittal or any other document has been improperly
         completed or executed, or where book-entry confirmations are not in due
         and proper form or omit certain information, or any of the certificates
         for Private Notes are not in proper form for transfer or some other
         irregularity in connection with the acceptance of the Exchange Offer
         exists, you will endeavor to inform the presenters of the need for
         fulfillment of all requirements and to take any other action as may be
         necessary or advisable to cause such irregularity to be corrected.

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4.       With the approval of the Chairman, the President, the Executive Vice
         President, Senior Vice President or any of the Vice Presidents of the
         Issuer (such approval, if given orally, to be confirmed in writing) or
         any other person designated by such an officer in writing, you are
         authorized to waive any irregularities in connection with any tender of
         Private Notes pursuant to the Exchange Offer.

5.       Tenders of Private Notes may be made only as set forth in the Letter of
         Transmittal and in the section of the Prospectus captioned "The
         Exchange Offer--Procedures for Tendering," and Private Notes shall be
         considered properly tendered to you only when tendered in accordance
         with the procedures set forth therein. Notwithstanding the provisions
         of this paragraph 5, Private Notes which the Chairman, the President,
         the Executive Vice President, the Senior Vice President or any of the
         Vice Presidents of the Issuer or any other officer of the Issuer
         designated by any such person shall approve as having been properly
         tendered shall be considered to be properly tendered (such approval, if
         given orally, shall be confirmed in writing).

6.       You shall advise the Issuer with respect to any Private Notes received
         subsequent to the Expiration Date and accept its instructions with
         respect to disposition of such Private Notes.

7.       You shall accept tenders:

         (a)      in cases where the Private Notes are registered in two or more
                  names only if signed by all named holders;

         (b)      in cases where the signing person (as indicated on the Letter
                  of Transmittal) is acting in a fiduciary or a representative
                  capacity only when proper evidence of his or her authority so
                  to act is submitted; and

         (c)      from persons other than the registered holder of Private Notes
                  provided that customary transfer requirements, including those
                  regarding any applicable transfer taxes, are fulfilled.

         You shall accept partial tenders of Private Notes when so indicated and
as permitted in the Letter of Transmittal and deliver certificates for Private
Notes to the transfer agent for split-up and return any untendered Private Notes
to the holder (or such other person as may be designated in the Letter of
Transmittal) as promptly as practicable after expiration or termination of the
Exchange Offer.

8.       Upon satisfaction or waiver of all of the conditions to the Exchange
         Offer, the Issuer will notify you (such notice if given orally, to be
         confirmed in writing) of its acceptance, promptly after the Expiration
         Date, of all Private Notes properly tendered and you, on behalf of the
         Issuer, will exchange such Private Notes for Exchange Notes and cause
         such Private Notes to be canceled. Delivery of Exchange Notes will be
         made on behalf of the Issuer by you at the rate of $1,000 principal
         amount of Exchange Notes for each $1,000 principal

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         amount of the Private Notes tendered promptly after notice (such notice
         if given orally, to be confirmed in writing) of acceptance of said
         Private Notes by the Issuer; provided, however, that in all cases,
         Private Notes tendered pursuant to the Exchange Offer will be exchanged
         only after timely receipt by you of certificates for such Private Notes
         (or confirmation of book-entry transfer into your account at the
         Book-Entry Transfer Facility), a properly completed and duly executed
         Letter of Transmittal (or facsimile thereof) with any required
         signature guarantees and any other required documents. Unless otherwise
         instructed by the Issuer, you shall issue Exchange Notes only in
         denominations of $1,000 or any integral multiple thereof.

9.       Tenders, pursuant to the Exchange Offer are irrevocable, except that,
         subject to the terms and upon the conditions set forth in the
         Prospectus and the Letter of Transmittal, Private Notes tendered
         pursuant to the Exchange Offer may be withdrawn at any time on or prior
         to the Expiration Date in accordance with the terms of the Exchange
         Offer.

10.      The Issuer shall not be required to exchange any Private Notes tendered
         if any of the conditions set forth in the Exchange Offer are not met.
         Notice of any decision by the Issuer not to exchange any Private Notes
         tendered shall be given (and confirmed in writing) by the Issuer to
         you.

11.      If, pursuant to the Exchange Offer, the Issuer does not accept for
         exchange all or part of the Private Notes tendered because of an
         invalid tender, the occurrence of certain other events set forth in the
         Prospectus or otherwise, you shall as soon as practicable after the
         expiration or termination of the Exchange Offer return those
         certificates for unaccepted Private Notes (or effect appropriate
         book-entry transfer), together with any related required documents and
         the Letters of Transmittal relating thereto that are in your
         possession, to the persons who deposited them (or effected such
         book-entry transfer).

12.      All certificates for reissued Private Notes, unaccepted Private Notes
         or for Exchange Notes (other than those effected by book-entry
         transfer) shall be forwarded by first-class mail.

13.      You are not authorized to pay or offer to pay any concessions,
         commissions or other solicitation fees to any broker, dealer,
         commercial bank, trust company or other nominee or to engage or use any
         person to solicit tenders.

14.      As Exchange Agent hereunder, you:

         (a)      shall have no duties or obligations other than those
                  specifically set forth in the Prospectus, the Letter of
                  Transmittal or herein, or as may be subsequently agreed to in
                  writing by you and the Issuer;

         (b)      will be regarded as making no representations and having no
                  responsibilities as to the validity, sufficiency, value or
                  genuineness of any of the certificates for the Private Notes
                  deposited with you pursuant to the Exchange Offer, and will
                  not be required

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                  to and will make no representation as to the validity, value
                  or genuineness of the Exchange Offer;

         (c)      shall not be obligated to take any legal action hereunder
                  which might in your reasonable judgment involve any expense or
                  liability, unless you shall have been furnished with
                  reasonable indemnity;

         (d)      may reasonably rely on and shall be protected in acting in
                  reliance upon any certificate, instrument, opinion, notice,
                  letter, telegram or other document or security delivered to
                  you and reasonably believed by you to be genuine and to have
                  been signed by the proper party or parties;

         (e)      may reasonably act upon any tender, statement, request,
                  comment, agreement or other instrument whatsoever not only as
                  to its due execution and validity and effectiveness of its
                  provisions, but also as to the truth and accuracy of any
                  information contained therein, which you shall in good faith
                  believe to be genuine or to have been signed or represented by
                  a proper person or persons;

         (f)      may rely on and shall be protected in acting upon written or
                  oral instructions from any officer of the Issuer;

         (g)      may consult with your counsel with respect to any questions
                  relating to your duties and responsibilities, and the opinion
                  of such counsel shall be full and complete authorization and
                  protection in respect of any action taken, suffered or omitted
                  to be taken by you hereunder in good faith and in accordance
                  with the opinion of such counsel; and

         (h)      shall not advise any person tendering Private Notes pursuant
                  to the Exchange Offer as to whether to tender or refrain from
                  tendering all or any portion of Private Notes or as to the
                  market value, decline or appreciation in market value of any
                  Private Notes that may or may not occur as a result of the
                  Exchange Offer or as to the market value of the Exchange
                  Notes;

provided, however, that in no way will your general duty to act in good faith
and without gross negligence or willful misconduct be limited by the foregoing.

15.      You shall take such action as may from time to time be requested by the
         Issuer or its counsel (and such other action as you may reasonably deem
         appropriate) to furnish copies of the Prospectus, Letter of Transmittal
         and the Notice of Guaranteed Delivery (as described in the Prospectus)
         or such other forms as may be approved from time to time by the Issuer
         to all persons requesting such documents and to accept and comply with
         telephone requests for information relating to the Exchange Offer;
         provided, that such information shall relate only to the procedures for
         accepting (or withdrawing from) the Exchange Offer. The Issuer will
         furnish you with copies of such documents at your request.

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16.      You shall advise by facsimile transmission or telephone, and promptly
         thereafter confirm in writing to Thomas Lee, Director-Financial
         Accounting of the Issuer (telephone number (817) 792-2281, facsimile
         number (817) 792-2458) and such other person or persons as the Issuer
         may request, daily (and more frequently during the week immediately
         preceding the Expiration Date and if otherwise requested), up to and
         including the Expiration Date, as to the aggregate principal amount of
         Private Notes which have been duly tendered pursuant to the Exchange
         Offer and the items received by you pursuant to the Exchange Offer and
         this Agreement, separately reporting and giving cumulative totals as to
         items properly received and items improperly received. In addition, you
         will also inform, and cooperate in making available to, the Issuer or
         any such other person or persons upon oral request made from time to
         time prior to the Expiration Date of such other information as it or he
         or she reasonably requests. Such cooperation shall include, without
         limitation, the granting by you to the Issuer and such person as the
         Issuer may request of access to those persons on your staff who are
         responsible for receiving tenders, in order to ensure that immediately
         prior to the Expiration Date the Issuer shall have received information
         in sufficient detail to enable it to decide whether to extend the
         Exchange Offer. You shall prepare a final list of all persons whose
         tenders were accepted, the aggregate principal amount of Private Notes
         tendered, the aggregate principal amount of Private Notes accepted and
         the identity of any broker-dealer if you have knowledge that such
         person is a broker-dealer who will receive Exchange Notes for its own
         account in exchange for Private Notes and the aggregate principal
         amount of Exchange Notes delivered to each, and deliver said list to
         the Issuer.

17.      Letters of Transmittal, book-entry confirmations and Notices of
         Guaranteed Delivery received by you shall be preserved by you for a
         period of time at least equal to the period of time you preserve other
         records pertaining to the transfer of securities, or two years,
         whichever is longer, and thereafter shall be delivered by you to the
         Issuer. You shall dispose of unused Letters of Transmittal and other
         surplus materials as instructed by the Issuer.

18.      You hereby expressly waive any lien, encumbrance or right of set-off
         whatsoever that you may have with respect to funds deposited with you
         for the payment of transfer taxes by reasons of amounts, if any,
         borrowed by the Issuer, or any of its subsidiaries or affiliates
         pursuant to any loan or credit agreement with you or for compensation
         owed to you hereunder.

19.      For services rendered as Exchange Agent hereunder, you shall be
         entitled to such compensation as set forth on Schedule I attached
         hereto.

20.      You hereby acknowledge receipt of the Prospectus and the Letter of
         Transmittal and further acknowledge that you have examined each of
         them. Any inconsistency between this Agreement, on the one hand, and
         the Prospectus and the Letter of Transmittal (as they may be amended
         from time to time), on the other hand, shall be resolved in favor of
         the latter two documents, except with respect to the duties,
         liabilities and indemnification of you as Exchange Agent, which shall
         be controlled by this Agreement.


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21.      The Issuer covenants and agrees to indemnify and hold you harmless in
         your capacity as Exchange Agent hereunder against any loss, liability,
         cost or expense, including reasonable attorneys' fees and expenses
         arising out of or in connection with any act, omission, delay or
         refusal made by you in reliance upon any signature, endorsement,
         assignment, certificate, order, request, notice, instruction or other
         instrument or document reasonably believed by you to be valid, genuine
         and sufficient and in accepting any tender or effecting any transfer of
         Private Notes reasonably believed by you in good faith to be
         authorized, and in delaying or refusing in good faith to accept any
         tenders or effect any transfer of Private Notes; provided, however,
         that anything in this Agreement to the contrary notwithstanding, the
         Issuer shall not be liable for indemnification or otherwise for any
         loss, liability, cost or expense to the extent arising out of your
         gross negligence or willful misconduct. In no case shall the Issuer be
         liable under this indemnity with respect to any claim against you
         unless the Issuer shall be notified by you, by letter or cable or by
         facsimile which is confirmed by letter, of the written assertion of a
         claim against you or of any other action commenced against you,
         promptly after you shall have received any such written assertion or
         notice of commencement of action. The Issuer shall be entitled to
         participate, at its own expense, in the defense of any such claim or
         other action, and, if the Issuer so elects, the Issuer may assume the
         defense of any pending or threatened action against you in respect of
         which indemnification may be sought hereunder, in which case the Issuer
         shall not thereafter be responsible for the subsequently incurred fees
         and disbursements of legal counsel for you under this paragraph, so
         long as the Issuer shall retain counsel reasonably satisfactory to you
         to defend such action, and unless the Issuer is also a party to such
         proceeding and you have reasonably determined in good faith that joint
         representation would be inappropriate. You understand and agree that
         the Issuer shall not be liable under this paragraph for the fees and
         expenses of more than one legal counsel for you; provided, however,
         that this sentence shall not be construed to prohibit you from engaging
         successor counsel to continue to represent you in connection with a
         proceeding under this paragraph in the event that you have terminated
         counsel initially chosen by you or such counsel has terminated its
         representation of you.

22.      You shall arrange to comply with all requirements under the tax laws of
         the United States, including those relating to missing Tax
         Identification Numbers, and shall file any appropriate reports with the
         Internal Revenue Service. The Issuer understands that you are required,
         in certain instances, to deduct thirty-one percent (31%) with respect
         to interest paid on the Exchange Notes and proceeds from the sale,
         exchange, redemption or retirement of the Exchange Notes from holders
         who have not supplied their correct Taxpayer Identification Numbers or
         required certification. Such funds will be turned over to the Internal
         Revenue Service in accordance with applicable regulations.

23.      You shall notify the Issuer of the amount of any transfer taxes payable
         in respect of the exchange of Private Notes and, upon receipt of a
         written approval from the Issuer, shall deliver or cause to be
         delivered, in a timely manner to each governmental authority to which
         any transfer taxes are payable in respect of the exchange of Private
         Notes, your check in the amount of all transfer taxes so payable, and
         the Issuer shall reimburse you for the amount of

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         any and all transfer taxes payable in respect of the exchange of
         Private Notes; provided, however, that you shall reimburse the Issuer
         for amounts refunded to you in respect of your payment of any such
         transfer taxes, at such time as such refund is received by you.

24.      This Agreement and your appointment as Exchange Agent hereunder shall
         be construed and enforced in accordance with the laws of the State of
         New York applicable to agreements made and to be performed entirely
         within such state, and without regard to conflicts of law principles.

25.      This Agreement shall be binding upon and inure solely to the benefit of
         each party hereto and nothing in this Agreement, express or implied, is
         intended to or shall confer upon any other person any right, benefit or
         remedy of any nature whatsoever under or by reason of this Agreement.
         Without limitation of the foregoing, the parties hereto expressly agree
         that no holder of Private Notes or Exchange Notes shall have any right,
         benefit or remedy of any nature whatsoever under or by reason of this
         Agreement.

26.      This Agreement may be executed in two or more counterparts, each of
         which shall be deemed to be an original, and all of which taken
         together shall constitute one and the same agreement.

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

28.      This Agreement shall not be deemed or construed to be modified,
         amended, rescinded, canceled or waived, in whole or in part, except by
         a written instrument signed by a duly authorized representative of the
         party to be charged.

29.      Unless otherwise provided herein, all notices, requests and other
         communications to any party hereunder shall be in writing (including
         facsimile or similar writing) and shall be given to such party,
         addressed to it, at its address or telecopy number set forth below:

                  If to the Issuer, to:

                           SC International Services, Inc.
                           524 East Lamar Boulevard
                           Arlington, Texas 76011-3999
                           Telephone:       (817) 792-2123
                           Telecopy:        (817) 792-2222
                           Attention: Patrick W. Tolbert
                           Executive Vice President and
                           Chief Financial and Administrative Officer


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                  with a copy to:

                           Kaye, Scholer, Fierman, Hays & Handler, LLP
                           425 Park Avenue
                           New York, NY 10022
                           Telephone:       (212) 836-8201
                           Telecopy:        (212) 836-7152
                           Attention: Joel I. Greenberg, Esq.

                  If to the Exchange Agent, to:

                           The Bank of New York
                           101 Barclay Street
                           Floor 21 West
                           New York, NY 10286
                           Telephone:       (212) 815-5375
                           Telecopy:        (212) 815-5915
                Attention: Corporate Trust Trustee Administration

30.      Unless terminated earlier by the parties hereto, this Agreement shall
         terminate 90 days following the Expiration Date. Notwithstanding the
         foregoing, paragraphs 17, 19, 21, 23 and 24 shall survive the
         termination of this Agreement. Upon any termination of this Agreement,
         you shall promptly deliver to the Issuer any certificates for Notes,
         funds or property then held by you as Exchange Agent under this
         Agreement.

31.      This Agreement shall be binding and effective as of the date hereof.

Please acknowledge receipt of this Agreement and confirm the arrangements herein
provided by signing and returning the enclosed copy.

                                        SC INTERNATIONAL SERVICES, INC.

                                        By:     /s/ Thomas J. Lee
                                           -------------------------------------
                                             Name: Thomas J. Lee
                                             Title: Authorized Signatory
Accepted as of the date first above written:

THE BANK OF NEW YORK, as Exchange Agent

By:     /s/ Walter N. Gitlin
   ---------------------------------
     Name: Walter N. Gitlin
     Title:   Vice President

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                                   SCHEDULE I

                    FEE SCHEDULE FOR EXCHANGE AGENT SERVICES



$2,500 plus $500 per extension.

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