FINE HOST CORPORATION
                                  as the Issuer

                                       and

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION
                     NATIONSBANC MONTGOMERY SECURITIES, INC.
                                SMITH BARNEY INC.
                                       and
                               PIPER JAFFRAY INC.

                                  as Purchasers


<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  is made and  entered  into as of
October 27, 1997,  by and among Fine Host  Corporation,  a Delaware  corporation
(the  "Company"),  and  Donaldson,  Lufkin &  Jenrette  Securities  Corporation,
NationsBanc  Montgomery  Securities,  Inc.,  Smith Barney Inc. and Piper Jaffray
Inc. (the "Purchasers").

         This  Agreement  is made  pursuant  to the  Purchase  Agreement,  dated
October  21,  1997,   among  the  Company  and  the  Purchasers  (the  "Purchase
Agreement").  In order to  induce  the  Purchasers  to enter  into the  Purchase
Agreement,  the Company has agreed to provide the  registration  rights provided
for in this Agreement to the Purchasers and their respective direct and indirect
transferees.  The  execution of this  Agreement is a condition to the closing of
the transactions contemplated by the Purchase Agreement.

         The parties hereby agree as follows:

1.       Definitions
                  As used in this Agreement,  the following terms shall have the
following meanings:

         Affiliate: of any specified person shall mean any other person directly
or indirectly  controlling  or controlled by or under direct or indirect  common
control  with  such  specified  person.  For the  purposes  of this  definition,
"control,"  when used with respect to any person,  means the power to direct the
management and policies of such person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise,  and the terms
"affiliated,"  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

         Agreement:  This  Registration  Rights  Agreement,  as the  same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof.

         Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking  institutions in New York, New York are authorized
or obligated by law or executive order to close.

         Closing Date: The Closing Date as defined in the Purchase Agreement.

         Common Stock: Common Stock, $.01 par value per share, of the Company.

         Company:  Fine  Host  Corporation,  a  Delaware  corporation,  and  any
successor corporation thereto.

         controlling person: As defined in Section 6(a) hereof.

         Damage Payment Date:  Each of the  semi-annual  interest  payment dates
provided in the Indenture.

         Effectiveness Period: As defined in Section 2(a) hereof.

         Effectiveness Target Date: The 180th day following the Closing Date.

         Exchange Act: The Securities Exchange Act of 1934, as amended,  and the
rules and regulations promulgated by the SEC thereunder.

         Filing Date: The 90th day after the Closing Date.

         Holder: Each registered holder of any Transfer Restricted Securities.

         Indemnified Person: As defined in Section 6(a) hereof.

         Indenture:  The  Indenture,  dated as of the date  hereof,  between the
Company  and the  Trustee  thereunder,  pursuant  to which  the  Notes are being
issued,  as amended,  modified or  supplemented  from time to time in accordance
with the terms thereof.

         Liquidated Damages: As defined in Section 3(a) hereof.

         Notes:  The 5% Convertible  Subordinated  Notes due 2004 of the Company
issued  pursuant to the Indenture  (including any such Notes issued  pursuant to
the exercise of the over-allotment option provided in the Purchase Agreement).

         Proceeding:  An action, claim, suit or proceeding  (including,  without
limitation,  an  investigation  or partial  proceeding,  such as a  deposition),
whether commenced or threatened.

         Prospectus:  The  prospectus  included  in any  Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  registration
statement  in reliance  upon Rule 430A  promulgated  pursuant to the  Securities
Act), as amended or supplemented by any prospectus  supplement,  with respect to
the terms of the offering of any portion of the Transfer  Restricted  Securities
covered by such Registration Statement, and all other amendments and supplements
to any such prospectus,  including post effective  amendments,  and all material
incorporated by reference or deemed to be incorporated by reference,  if any, in
such prospectus.

         Purchasers: As defined in the preamble hereof.

         Registration Default: As defined in Section 3(a) hereof.

         Registration Statement:  Any registration statement of the Company that
covers any of the Transfer  Restricted  Securities pursuant to the provisions of
this  Agreement,  including the  Prospectus,  amendments and supplements to such
registration   statement  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement.

         Rule 144: Rule 144  promulgated  by the SEC pursuant to the  Securities
Act,  as such Rule may be  amended  from time to time,  or any  similar  rule or
regulation  hereafter  adopted  by  the  SEC  as a  replacement  thereto  having
substantially the same effect as such Rule.

         Rule 144A: Rule 144A  promulgated by the SEC pursuant to the Securities
Act,  as such Rule may be  amended  from time to time,  or any  similar  rule or
regulation  hereafter  adopted  by  the  SEC  as a  replacement  thereto  having
substantially the same effect as such Rule.

         Rule 158: Rule 158  promulgated  by the SEC pursuant to the  Securities
Act,  as such Rule may be  amended  from time to time,  or any  similar  rule or
regulation  hereafter  adopted  by  the  SEC  as a  replacement  thereto  having
substantially the same effect as such Rule.

         Rule 174: Rule 174  promulgated  by the SEC pursuant to the  Securities
Act,  as such Rule may be  amended  from time to time,  or any  similar  rule or
regulation  hereafter  adopted  by  the  SEC  as a  replacement  thereto  having
substantially the same effect as such Rule.

         Rule 415: Rule 415  promulgated  by the SEC pursuant to the  Securities
Act,  as such Rule may be  amended  from time to time,  or any  similar  rule or
regulation  hereafter  adopted  by  the  SEC  as a  replacement  thereto  having
substantially the same effect as such Rule.

         Rule 424: Rule 424  promulgated  by the SEC pursuant to the  Securities
Act,  as such Rule may be  amended  from time to time,  or any  similar  rule or
regulation  hereafter  adopted  by  the  SEC  as a  replacement  thereto  having
substantially the same effect as such Rule.

         SEC:  The  Securities  and  Exchange  Commission.  Securities  Act: The
Securities Act of 1933, as amended, and the rules and regulations promulgated by
the SEC thereunder.

         Shelf Registration: As defined in Section 2 hereof.

         Special  Counsel:  Any  special  counsel  to the  holders  of  Transfer
Restricted Securities,  for which holders of Transfer Restricted Securities will
be reimbursed pursuant to Section 5(b) hereof.

         TIA: The Trust Indenture Act of 1939, as amended.

         Transfer  Restricted  Securities:  The Notes  and the  shares of Common
Stock into which the Notes are convertible,  upon original issuance thereof, and
at all times subsequent  thereto,  until, in the case of any such Note or share,
(i) the  date on  which  it has  been  registered  effectively  pursuant  to the
Securities  Act and disposed of in accordance  with the  Registration  Statement
relating to it, (ii) the date on which  either such Note or the shares of Common
Stock issued upon conversion of such Note are distributed to the public pursuant
to Rule 144 or are  saleable  pursuant to Rule 144(k) or (iii) the date on which
it ceases to be outstanding.

         Trustee:  The Bank of New York, as trustee under the Indenture.

         underwritten  registration or underwritten  offering: A registration in
connection  with which  securities of the Company are sold to an underwriter for
reoffering to the public pursuant to an effective Registration Statement.

2.       Shelf Registration

         (a) The  Company  agrees  to file  with the SEC as soon as  practicable
after  the  Closing  Date,  but in no  event  later  than  the  Filing  Date,  a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415  covering  all of the  Transfer  Restricted  Securities  (the "Shelf
Registration"). The Shelf Registration shall be on Form S-3 under the Securities
Act or  another  appropriate  form  permitting  registration  of  such  Transfer
Restricted  Securities  for  resale by the  Holders  in the  manner  or  manners
reasonably  designated  by  them  (including,  without  limitation,  one or more
underwritten  offerings).  The  Company  shall use all  reasonable  efforts,  as
described in Section 4, to cause the Shelf Registration to be declared effective
pursuant to the Securities  Act as promptly as practicable  following the filing
thereof,  but in no event later than the Effectiveness  Target Date, and to keep
the Shelf  Registration  continuously  effective under the Securities Act for 24
months   after  the  latest   date  of  initial   issuance  of  the  Notes  (the
"Effectiveness  Period"),  or such  shorter  period  ending  when either (1) all
Transfer Restricted  Securities covered by the Shelf Registration have been sold
in the manner set forth and as  contemplated  in the Shelf  Registration  or (2)
there cease to be outstanding any Transfer Restricted Securities.

         (b) The  Company  shall use all  reasonable  efforts  to keep the Shelf
Registration  continuously  effective,  for the period described in Section 2(a)
hereof, by supplementing and amending the Shelf  Registration if required by the
rules,  regulations or instructions applicable to the registration form used for
such Shelf  Registration,  if required by the  Securities  Act or if  reasonably
requested  by the  holders of a majority  in amount of the  Transfer  Restricted
Securities  (determined on a fully converted basis) covered by such Registration
Statement or by any underwriter of such Transfer  Restricted  Securities (except
to the extent any such  amendment  or  supplement  requested  by such holders or
underwriter would, in the reasonable judgment of the Company (based on advice of
counsel) make the statements therein misleading).

         (c)  Notwithstanding  anything to the  contrary in this  Section 2, but
subject to  compliance  with Section 3, the Company may, by  delivering  written
notice  to the  Holders,  prohibit  offers  and  sales  of  Transfer  Restricted
Securities  pursuant to the Shelf Registration at any time if (A)(i) the Company
is in  possession  of material non public  information  relating to the Company,
(ii) the Company  determines  (based on advice of counsel) that such prohibition
is  necessary  in order to avoid a  requirement  to disclose  such  material non
public  information to the public and (iii) the Company determines in good faith
that public  disclosure of such material non public  information would not be in
the best interests of the Company and its stockholders or (B)(i) the Company has
made a public  announcement  relating to an acquisition or business  combination
transaction including the Company and/or one or more of its subsidiaries that is
material  to the  Company  and its  subsidiaries  taken as a whole  and (ii) the
Company  determines  in good  faith  that  (x)  offers  and  sales  of  Transfer
Restricted   Securities   pursuant  to  the  Shelf  Registration  prior  to  the
consummation  of such  transaction  (or such earlier  date as the Company  shall
determine) is not in the best interests of the Company and its  stockholders  or
(y) it would be  impracticable  at the time to obtain any  financial  statements
relating to such acquisition or business  combination  transaction that would be
required to be set forth in the Shelf Registration; provided, however, that upon
(i) the public disclosure by the Company of the material non public  information
described in clause (A) of this paragraph or (ii) the consummation,  abandonment
or termination of, or the availability of the required financial statements with
respect  to, a  transaction  described  in  clause  (B) of this  paragraph,  the
suspension  of the use of the Shelf  Registration  pursuant to this Section 2(c)
shall cease and the Company shall  promptly  comply with Section 4(b) hereof and
notify  Holders  that  dispositions  of Transfer  Restricted  Securities  may be
resumed.

3.       Liquidated Damages

         (a) The Company and the  Purchasers  agree that the Holders of Transfer
Restricted  Securities  will suffer  damages if the Company fails to fulfill its
obligations  pursuant  to  Sections  2 and 4(b)  hereof and that it would not be
possible to ascertain the extent of such damages.  Accordingly,  in the event of
such  failure by the Company to fulfill  such  obligations,  the Company  hereby
agrees  to pay  liquidated  damages  ("Liquidated  Damages")  to each  Holder of
Transfer  Restricted  Securities under the  circumstances  and to the extent set
forth below.
         If (i) the Shelf  Registration  has not been  filed  with the SEC on or
prior  to the  Filing  Date;  or (ii) the  Shelf  Registration  is not  declared
effective by the SEC on or prior to the Effectiveness  Target Date; or (iii) the
Shelf  Registration  has  been  declared  effective  by the SEC and  such  Shelf
Registration  ceases to be effective or the Prospectus  contained therein ceases
to be usable  (including as a result of a prohibition  against sales of Transfer
Restricted Securities pursuant to Section 2(c) hereof or a suspension of the use
of the Prospectus as described in the last paragraph of Section 4 hereof) at any
time during the Effectiveness  Period for a period of time which shall exceed 90
days in the aggregate  during any 365-day period (each such event referred to in
clauses (i), (ii) and (iii), a "Registration  Default"),  then the Company shall
pay Liquidated Damages in cash to each Holder of Transfer Restricted  Securities
following the occurrence of such Registration Default in an amount equal to $.05
per week per $1,000 principal amount of Notes or, if applicable, $.0022 per week
per  share  (subject  to  adjustment  in  the  event  of  stock  splits,   stock
recombinations,  stock  dividends  and the  like) of Common  Stock  constituting
Transfer  Restricted  Securities  held by such  Holder  for each week or portion
thereof that the Registration  Default continues.  The amount of such Liquidated
Damages will increase by an additional $.05 per week per $1,000 principal amount
of Notes or, if applicable,  $.0022 per week per share (subject to adjustment as
set forth above) of Common Stock constituting Transfer Restricted Securities for
each subsequent 90 day period until all  Registration  Defaults have been cured;
provided, however, that Liquidated Damages shall not at any time exceed $.25 per
week per $1,000  principal amount of Notes or $.0111 per week per share (subject
to  adjustment  as set  forth  above)  of  Common  Stock  constituting  Transfer
Restricted  Securities.  Such  Liquidated  Damages  shall  be  the  sole  remedy
available to Holders of such Transfer  Restricted  Securities  with respect to a
Registration  Default.  Following the cure of all Registration Defaults relating
to any Transfer  Restricted  Securities,  the accrual of Liquidated Damages with
respect to such  Transfer  Restricted  Securities  will  cease.  A  Registration
Default  under  clause  (i)  above  shall be cured  on the date  that the  Shelf
Registration  is filed with the SEC; a  Registration  Default  under clause (ii)
above  shall be  cured on the date  that  the  Shelf  Registration  is  declared
effective by the SEC; and a Registration  Default under clause (iii) above shall
be cured on the  date  the  Shelf  Registration  is  declared  effective  or the
Prospectus contained therein again becomes usable.

         (b) The Company shall notify the Trustee  within one Business Day after
each and every date on which a  Registration  Default first  occurs.  Liquidated
Damages  shall be paid on each  Payment  Date by the  Company to the  Holders of
Transfer Restricted  Securities as of the immediately  preceding Record Date (as
defined in the  Indenture)  in the same  manner  interest  is paid to Holders of
Notes pursuant to the Indenture. Each obligation to pay Liquidated Damages shall
be  deemed  to  commence  accruing  on the date of the  applicable  Registration
Default and to cease accruing when all Registration Defaults have been cured. In
no event shall the Company pay  Liquidated  Damages in excess of the  applicable
maximum  weekly  amount set forth above,  regardless  of whether one or multiple
Registration  Defaults  exist (e.g.,  subject to increase as set forth above for
each subsequent 90-day period,  Liquidated Damages shall equal $.05 per week per
$1,000  principal  amount of Notes  during the first 90-day  period  immediately
following the occurrence of the first Registration Default regardless of whether
additional Registration Defaults occur during such 90 day period).

4.       Registration Procedures

         In connection with the Company's  registration  obligations  hereunder,
the Company shall effect such  registrations  on the appropriate  form available
for the  sale of the  Transfer  Restricted  Securities  to  permit  the  sale of
Transfer  Restricted  Securities  in  accordance  with the  method or methods of
disposition thereof specified by the holders of a majority in amount of Transfer
Restricted  Securities  (determined on a fully  converted  basis),  and pursuant
thereto the Company shall as expeditiously as possible:

         (a) No fewer than five Business  Days prior to the initial  filing of a
Registration  Statement or Prospectus  and no fewer than two Business Days prior
to the filing of any  amendment or supplement  thereto  (other than any document
that would be incorporated  or deemed to be incorporated  therein by reference),
furnish to the Holders of the  Transfer  Restricted  Securities,  their  Special
Counsel and the  managing  underwriters,  if any,  copies of all such  documents
proposed to be filed,  which documents (other than those  incorporated or deemed
to be  incorporated by reference) will be subject to the review of such Holders,
their Special  Counsel and such  underwriters,  if any, during the five Business
Day period or two Business Day period, respectively,  and cause the officers and
directors  of the  Company,  counsel to the  Company and  independent  certified
public  accountants  to the  Company to respond  to such  inquiries  as shall be
necessary in  connection  with such  Registration  Statement,  in the opinion of
respective  counsel  to  such  Holders  and  such  underwriters,  to  conduct  a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall not file any such  Registration  Statement  or related  Prospectus  or any
amendments  or  supplements  thereto  (other  than any  document  that  would be
incorporated  or deemed to be  incorporated  in the  Registration  Statement  by
reference)  to which  the  Holders  of a  majority  of the  Transfer  Restricted
Securities  (determined on a fully converted basis),  their Special Counsel,  or
the managing  underwriters,  if any, shall reasonably  object on a timely basis;
provided,  that the Company may assume,  for the  purposes of this  subparagraph
(a), that objections to the inclusion of information  specifically  requested to
be included  in the  Registration  Statement  by the staff of the SEC, or in the
opinion of counsel to the Company required to be in the Registration  Statement,
or  specifically  required by the Securities Act or other  applicable law, shall
not be deemed to be reasonable;

         (b) Use its  best  efforts  to  prepare  and  file  with  the SEC  such
amendments,  including post-effective amendments, to each Registration Statement
as may be necessary to keep such Registration  Statement  continuously effective
for the  applicable  time period;  cause,  subject to Section  2(c) hereof,  the
related Prospectus to be supplemented by any required Prospectus supplement, and
as so  supplemented to be filed pursuant to Rule 424; and comply in all material
respects  with the  provisions of the  Securities  Act and the Exchange 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 as
so amended or in such Prospectus as so supplemented;

         (c) Notify the Holders of Transfer Restricted Securities to be sold (to
the extent  known by the  Company) or their  Special  Counsel  and the  managing
underwriters,  if any, promptly (and in the case of an event specified by clause
(i)(A) of this paragraph, in no event fewer than two Business Days prior to such
filing),  and (if requested by any such person)  confirm such notice in writing,
(i)(A)  when  a  Prospectus  or  any  Prospectus  supplement  or  post-effective
amendment  is  proposed  to be filed,  and (B) with  respect  to a  Registration
Statement or any post-effective  amendment,  when the same has become effective,
(ii) of any  request  by the SEC or any  other  Federal  or  state  governmental
authority  for  amendments  or  supplements  to  a  Registration   Statement  or
Prospectus or for additional information,  (iii) of the issuance by the SEC, any
state securities  commission,  any other governmental agency or any court of any
stop  order,  order  or  injunction  suspending  or  enjoining  the  use  or the
effectiveness  of a  Registration  Statement or the initiation of any Proceeding
for that purpose,  (iv) if at any time any of the representations and warranties
of the Company contained in any agreement (including any underwriting agreement)
contemplated by Section 4(m) hereof cease to be true and correct in all material
respects,  (v) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the  Transfer  Restricted  Securities  for  sale  in  any  jurisdiction,  or the
initiation or threatening,  in each case in writing,  of any Proceeding for such
purpose,  and (vi) of the happening of any event that requires the making of any
changes in such Registration Statement,  Prospectus or documents incorporated or
deemed to be  incorporated  therein  by  reference  so that,  in the case of the
Registration  Statement,  it will not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein, not misleading,  and that, in the case
of the Prospectus,  it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading;

         (d) Use all  reasonable  best  efforts to avoid the issuance of, or, if
issued,  obtain the  withdrawal of any order  enjoining or suspending the use or
effectiveness  of a  Registration  Statement or the lifting of any suspension of
the  qualification  (or  exemption  from  qualification)  of any of the Transfer
Restricted Securities for sale in any jurisdiction,  at the earliest practicable
moment;

         (e) If requested by the managing  underwriters,  if any, or the Holders
of a majority in amount of the Transfer Restricted  Securities  (determined on a
fully converted basis) being sold in connection with such offering, (i) promptly
incorporate  in  a  Prospectus  supplement  or  post-effective   amendment  such
information as the managing underwriters,  if any, and such Holders agree should
be included therein relating to the terms of the sale of the Transfer Restricted
Securities of such Holder in the Prospectus,  and (ii) make all required filings
of such  Prospectus  supplement  or  such  post-effective  amendment  as soon as
practicable  after the Company has  received  notification  of the matters to be
incorporated  in  such  Prospectus   supplement  or  post-effective   amendment;
provided,  however,  that the  Company  shall not be required to take any action
pursuant  to this  Section  4(e) that  would,  in the opinion of counsel for the
Company, violate applicable law;

         (f)  Furnish  to each  Holder  of  Transfer  Restricted  Securities  so
requesting in writing,  their Special Counsel and each managing underwriter,  if
any, without charge, at least one conformed copy of each Registration  Statement
and each  amendment  thereto,  including  financial  statements  (but  excluding
schedules,  all documents  incorporated or deemed to be incorporated  therein by
reference and all exhibits,  unless requested in writing by such Holder, counsel
or managing underwriter);

         (g)  Deliver to each Holder of Transfer  Restricted  Securities,  their
Special Counsel, and the underwriters, if any, without charge, as many copies of
the Prospectus or  Prospectuses  (including  each form of  prospectus)  and each
amendment or  supplement  thereto as such persons  reasonably  request;  and the
Company  hereby  consents to the use of such  Prospectus  and each  amendment or
supplement  thereto  by each  of the  selling  Holders  of  Transfer  Restricted
Securities  and the  underwriters,  if any, in connection  with the offering and
sale of the Transfer  Restricted  Securities  covered by such Prospectus and any
amendment or supplement thereto;

         (h) Prior to any public offering of Transfer Restricted Securities, use
all  reasonable  efforts to register or qualify or cooperate with the Holders of
Transfer Restricted  Securities to be sold, the underwriters,  if any, and their
respective  counsel in connection  with the  registration or  qualification  (or
exemption from such registration or  qualification) of such Transfer  Restricted
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United States as any Holder or underwriter  reasonably
requests in writing;  use all reasonable  efforts to keep each such registration
or  qualification  (or  exemption  therefrom)  effective  during the period such
Registration  Statement is required to be kept  effective and use all reasonable
efforts to do any and all other acts or things  necessary or advisable to enable
the  disposition in such  jurisdictions  of the Transfer  Restricted  Securities
covered by the Registration Statement; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action that would  subject it to general
service of process in any such  jurisdiction  where it is not then so subject or
subject the Company to any tax in any such jurisdiction  where it is not then so
subject;

         (i) In  connection  with any sale or transfer  of  Transfer  Restricted
Securities  that  will  result  in such  securities  no  longer  being  Transfer
Restricted Securities, cooperate with the Holders and the managing underwriters,
if any, to  facilitate  the timely  preparation  and  delivery  of  certificates
representing Transfer Restricted Securities to be sold, which certificates shall
not bear any  restrictive  legends and shall be in a form  eligible  for deposit
with The  Depository  Trust  Company  and to  enable  such  Transfer  Restricted
Securities  to be in such  denominations  and  registered  in such  names as the
managing underwriters, if any, or Holders may request at least two Business Days
prior to any sale of Transfer Restricted Securities;

         (j) Use all  reasonable  efforts to cause the  offering of the Transfer
Restricted  Securities  covered by the  Registration  Statement to be registered
with or approved by such other  governmental  agencies or authorities within the
United  States as may require such  registration  or approval,  except as may be
required as a consequence of the nature of such selling  Holder's  business,  in
which case the Company will cooperate in all reasonable respects with the filing
of such  Registration  Statement  and the  granting of such  approvals as may be
necessary to enable the seller or sellers thereof or the  underwriters,  if any,
to consummate the disposition of such Transfer Restricted Securities;  provided,
however,  that the  Company  shall not be  required  to  register  the  Transfer
Restricted  Securities  in any  jurisdiction  that  would  subject it to general
service of process in any such  jurisdiction  where it is not then so subject or
subject the Company to any tax in any such jurisdiction  where it is not then so
subject or to require the Company to qualify to do business in any  jurisdiction
where it is not then so qualified;

         (k) Upon the occurrence of any event  contemplated by Section  4(c)(vi)
hereof,  as  promptly  as  practicable,   prepare  a  supplement  or  amendment,
including,  if appropriate,  a post-effective  amendment,  to each  Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated  therein by reference,  and file any other required
document so that, as thereafter  delivered,  such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances under which they were made, not misleading;

         (l) Prior to the  effective  date of the first  Registration  Statement
relating to the Transfer  Restricted  Securities,  to provide a CUSIP number for
the Transfer Restricted Securities;

         (m) Enter into such agreements (including an underwriting  agreement in
form,  scope and substance as is customary in  underwritten  offerings) and take
all such other  reasonable  actions in  connection  therewith  (including  those
reasonably requested by the managing  underwriters,  if any, or the Holders of a
majority in amount of the Transfer Restricted  Securities being sold (determined
on a fully converted  basis)) in order to expedite or facilitate the disposition
of  such  Transfer  Restricted  Securities,  and,  in  such  connection,  if  an
underwriting  agreement  is  entered  into (i)  make  such  representations  and
warranties to the  underwriters  with respect to the business of the Company and
its subsidiaries  (including with respect to businesses or assets acquired or to
be acquired by any of them),  and the  Registration  Statement,  Prospectus  and
documents,  if any,  incorporated  or deemed  to be  incorporated  by  reference
therein,  in each case, in form,  substance and scope as are customarily made by
issuers to underwriters in underwritten  offerings,  and confirm the same if and
when requested; (ii) use all reasonable efforts to obtain opinions of counsel to
the Company and updates thereof (which counsel and opinions (in form,  scope and
substance)  shall be reasonably  satisfactory to the managing  underwriters,  if
any),  addressed to each of the underwriters,  covering the matters  customarily
covered in opinions  requested in underwritten  offerings and such other matters
as may be reasonably  requested by the  underwriters;  (iii) use all  reasonable
efforts to obtain  customary "cold comfort" letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary,  any
other independent  certified public accountants of any subsidiary of the Company
or of any business  acquired by the Company for which  financial  statements and
financial  data  is,  or  is  required  to  be,  included  in  the  Registration
Statement),  addressed  (where  reasonably  possible) to each selling  Holder of
Transfer Restricted Securities and each of the underwriters,  such letters to be
in customary form and covering matters of the type customarily  covered in "cold
comfort"   letters  in  connection  with   underwritten   offerings;   (iv)  the
underwriting agreement shall contain  indemnification  provisions and procedures
no less favorable to the selling Holders of Transfer  Restricted  Securities and
the  underwriters  than  those set  forth in  Section  6 hereof  (or such  other
provisions and  procedures  acceptable to Holders of a majority in amount of the
Transfer Restricted  Securities  (determined on a fully converted basis) covered
by such Registration Statement and the managing  underwriters);  and (v) deliver
such documents and  certificates as may be reasonably  requested by the managing
underwriters,  if any, to evidence the continued validity of the representations
and warranties  made pursuant to clause (i) of this Section 4(m) and to evidence
compliance  with  any  customary   conditions   contained  in  the  underwriting
agreement;

         (n) Make available for inspection by a representative of the Holders of
not less than 50% of the Transfer Restricted  Securities  (determined on a fully
converted  basis)  being  sold  (to  the  extent  reasonably  practicable),  any
underwriter  participating  in  any  such  disposition  of  Transfer  Restricted
Securities,  if any, and any Special Counsel,  consultant or accountant retained
by such selling  Holders or  underwriter,  at the offices where  normally  kept,
during  reasonable  business hours,  all financial and other records,  pertinent
corporate  documents and properties of the Company and its  subsidiaries as they
may reasonably request, and cause the officers,  directors, agents and employees
of the  Company  and its  subsidiaries  to supply all  information  in each case
reasonably  requested  by  any  such  representative,   underwriter,   attorney,
consultant  or  accountant  in  connection  with  such  Registration  Statement,
provided,  however,  that such  persons  shall first  agree in writing  with the
Company that any information  that is reasonably and in good faith designated by
the  Company  in  writing  as  confidential  at the  time  of  delivery  of such
information shall be kept confidential by such persons, unless (i) disclosure of
such information is required by court or administrative order or is necessary to
respond  to  inquiries  of  regulatory  authorities,  (ii)  disclosure  of  such
information is required by law (including any disclosure  requirements  pursuant
to Federal  securities  laws in connection  with the filing of any  Registration
Statement or the use of any  Prospectus  referred to in this  Agreement),  (iii)
such  information  becomes  generally  available  to the public  other than as a
result of a  disclosure  or failure to safeguard by any such person or (iv) such
information  becomes  available  to any such person from a source other than the
Company and such source is not bound by a confidentiality agreement;

         (o) Cause the  Indenture to be  qualified  under the TIA not later than
the effective date of the first Registration  Statement relating to the Transfer
Restricted Securities;  and in connection therewith,  cooperate with the trustee
under the  Indenture  and the holders of the Transfer  Restricted  Securities to
effect such changes to the Indenture as may be required for such Indenture to be
so qualified in accordance  with the terms of the TIA; and execute,  and use its
reasonable  best  efforts  to cause  such  trustee  to  execute,  all  customary
documents  as may be required to effect  such  changes,  and all other forms and
documents  required  to be filed with the SEC to enable the  Indenture  to be so
qualified in a timely manner; and

         (p) Comply with  applicable  rules and  regulations of the SEC and make
generally  available to its security holders earning  statements  satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158, no later than 45
days  after  the end of any  12-month  period  (or 90 days  after the end of any
12-month  period if such period is a fiscal year) (i)  commencing  at the end of
any  fiscal  quarter  in  which  Transfer  Restricted  Securities  are  sold  to
underwriters in a firm commitment or reasonable  efforts  underwritten  offering
and (ii) if not sold to  underwriters  in such an  offering,  commencing  on the
first day of the first fiscal quarter after the effective date of a Registration
Statement,  which  statement  shall  cover  said  period,  consistent  with  the
requirements of Rule 158.

         The Company may require each seller of Transfer  Restricted  Securities
as to which any  registration  is being  effected to furnish to the Company such
information regarding the distribution of such Transfer Restricted Securities as
is required by law to be disclosed in the applicable  Registration Statement and
the  Company  may  exclude  from  such  registration  the  Transfer   Restricted
Securities  of any seller who  unreasonably  fails to furnish  such  information
within a reasonable time after receiving such request.  Each such Holder agrees,
by the acquisition of Transfer Restricted Securities, and agrees to confirm such
agreement  in writing  upon  request of the  Company,  to notify the  Company as
promptly as practicable  of any  inaccuracy or change in information  previously
furnished by such Holder to the Company or of the  occurrence  of any event as a
result of which any Prospectus  relating to such registration  contains or would
contain an untrue  statement of a material  fact  regarding  such Holder or such
Holder's intended method of distribution of such Transfer Restricted Securities,
or omits to state any  material  fact  regarding  such  Holder or such  Holder's
intended  method  of  distribution  of  such  Transfer  Restricted   Securities,
necessary to make the statements  therein,  in light of the  circumstances  then
existing,  not  misleading and promptly to furnish to the Company any additional
information required to correct and update any previously furnished  information
or required so that such  Prospectus  shall not  contain,  with  respect to such
Holder or the  distribution of such Transfer  Restricted  Securities,  an untrue
statement of a material fact or omit to state a material fact  necessary to make
the  statements  therein,  in  light of the  circumstances  then  existing,  not
misleading.

         If any such  Registration  Statement  refers  to any  Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the  insertion  therein of  language,  in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation  by
such  Holder of the  investment  quality  of the  Company's  securities  covered
thereby  and that such  holding  does not imply that such  Holder will assist in
meeting any future financial  requirements of the Company,  or (ii) in the event
that such  reference  to such Holder by name or otherwise is not required by the
Securities Act or any similar Federal statute then in force, the deletion of the
reference to such Holder in any  amendment  or  supplement  to the  Registration
Statement filed or prepared subsequent to the time that such reference ceases to
be required.

         Each Holder of Transfer Restricted  Securities agrees by acquisition of
such Transfer  Restricted  Securities  that, upon receipt of any notice from the
Company  pursuant to Section 2(c) hereof or of the happening of any event of the
kind described in Section 4(c)(ii),  4(c)(iii), 4(c)(v) or 4(c)(vi) hereof, such
Holder  will  forthwith  discontinue  disposition  of such  Transfer  Restricted
Securities  covered by such  Registration  Statement  or  Prospectus  until such
Holder's  receipt  of the  copies  of the  supplemented  or  amended  Prospectus
contemplated  by Section 4(k)  hereof,  or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case,  has received  copies of any additional or  supplemental  filings that are
incorporated or deemed to be incorporated by reference in such Prospectus,  and,
if so directed by the  Company,  such Holder will deliver to the Company (at the
Company's  expense) all copies,  other than permanent file copies,  then in such
Holder's   possession  of  the  Prospectus  covering  such  Transfer  Restricted
Securities at the time of receipt of such notice.

5.       Registration Expenses

         (a) All fees and expenses  incident to the performance of or compliance
with this  Agreement  by the  Company  shall be borne by it  whether  or not any
Registration  Statement  is filed or becomes  effective  and  whether or not any
securities are issued or sold pursuant to any Registration  Statement.  The fees
and  expenses  referred to in the  foregoing  sentence  shall  include,  without
limitation, (i) all registration and filing fees (including, without limitation,
fees and  expenses  (A) with  respect  to filings  required  to be made with the
National  Association  of Securities  Dealers,  Inc. and (B) in compliance  with
securities or Blue Sky laws  (including,  without  limitation and in addition to
that  provided  for in (b) below,  fees and  disbursements  of  counsel  for the
underwriters  or Special  Counsel  for the Holders in  connection  with Blue Sky
qualifications  of the Transfer  Restricted  Securities and determination of the
eligibility of the Transfer Restricted  Securities for investment under the laws
of such  jurisdictions  as the  managing  underwriters,  if any, or Holders of a
majority  in  amount  (determined  on  a  fully  converted  basis)  of  Transfer
Restricted  Securities  may  designate)),  (ii)  printing  expenses  (including,
without  limitation,  expenses of printing  certificates for Transfer Restricted
Securities in a form eligible for deposit with The Depository  Trust Company and
of printing  Prospectuses  if the printing of  Prospectuses  is requested by the
managing  underwriters,  if  any),  (iii)  messenger,   telephone  and  delivery
expenses, (iv) fees and disbursements of counsel for the Company and one Special
Counsel  for the  Holders  (plus any local  counsel  deemed  appropriate  by the
Holders  of  a  majority  in  amount  of  the  Transfer  Restricted   Securities
(determined on a fully converted  basis)),  in accordance with the provisions of
Section 5(b) hereof,  (v) fees and  disbursements  of all independent  certified
public accountants  referred to in Section 4(m)(iii) hereof (including,  without
limitation, the expenses of any special audit and cold comfort" letters required
by or incident to such performance), (vi) Securities Act liability insurance, if
the Company so desires such insurance,  and (vii) fees and expenses of all other
persons retained by the Company. In addition, the Company shall 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,  and the fees and expenses  incurred in  connection  with the
listing of the  securities  to be registered  on any  securities  exchange or on
NASDAQ.  Notwithstanding  the  foregoing  or anything in this  Agreement  to the
contrary,  each Holder of the Transfer  Restricted  Securities  being registered
shall pay all commissions,  placement agent fees and underwriting  discounts and
commissions  with respect to any Transfer  Restricted  Securities sold by it and
the fees and  disbursements of any counsel or other advisors or experts retained
by such Holders  (severally  or jointly),  other than Special  Counsel and local
counsel referred to in clause (iv) above.

         (b) In connection with any  registration  hereunder,  the Company shall
reimburse the Holders of the Transfer Restricted  Securities being registered in
such registration for the reasonable fees and disbursements of not more than one
firm of attorneys  representing  the selling Holders to be designated as Special
Counsel (in  addition to any local  counsel),  which firm shall be chosen by the
Holders  of  a  majority  in  amount  of  the  Transfer  Restricted   Securities
(determined on a fully converted basis).

6.       Indemnification

         (a) The Company  agrees to indemnify  and hold harmless (i) each of the
Purchasers,  (ii) each  Holder of  Transfer  Restricted  Securities,  (iii) each
person, if any, who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) any of the foregoing  (any of the persons
referred to in this clause (iii) being hereinafter referred to as a "controlling
person"),  and (iv) the respective  officers,  directors,  partners,  employees,
representatives and agents of the Purchasers, each Holder of Transfer Restricted
Securities,  or any  controlling  person (any person  referred to in clause (i),
(ii), (iii) or (iv) may hereinafter be referred to as an "Indemnified  Person"),
from and against any and all losses, claims, damages,  liabilities and judgments
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained in any Registration Statement,  Prospectus or form of Prospectus or in
any amendment or supplement thereto or in any preliminary Prospectus,  or caused
by any omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the  statements  therein (in the case of
any  Prospectus or form of Prospectus  or  supplement  thereto,  in light of the
circumstances under which they were made) not misleading, except insofar as such
losses, claims, damages,  liabilities or judgments are caused by any such untrue
statement  or  omission  or alleged  untrue  statement  or  omission  based upon
information  relating  to any  Indemnified  Person  furnished  in writing to the
Company by or on behalf of such  Indemnified  Person  expressly for use therein;
provided that the foregoing indemnity with respect to any preliminary Prospectus
shall not inure to the  benefit of any  Indemnified  Person from whom the person
asserting such losses,  claims,  damages,  liabilities  and judgments  purchased
securities if such untrue  statement or omission or alleged untrue  statement or
omission  made in such  preliminary  Prospectus is eliminated or remedied in the
Prospectus  and a copy of the  Prospectus  shall not have been furnished to such
person in a timely  manner due to the  wrongful  action or wrongful  inaction of
such Indemnified  Person (provided that the Company has delivered the Prospectus
to such  Indemnified  Person in  requisite  quantity on a timely basis to permit
such delivery or sending).

         (b) In case any action shall be brought against any Indemnified Person,
based upon any Registration Statement or any such Prospectus or any amendment or
supplement thereto and with respect to which indemnity may be sought against the
Company,  such  Indemnified  Person shall promptly notify the Company in writing
and the Company shall assume the defense  thereof,  including the  employment of
counsel  reasonably  satisfactory to such Indemnified  Person and payment of all
fees and  expenses.  Any  Indemnified  Person  shall  have the  right to  employ
separate counsel in any such action and participate in the defense thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Person,  unless (i) the  employment of such counsel shall have been
specifically  authorized in writing by the Company,  (ii) the Company shall have
failed to assume the  defense and employ  counsel or (iii) the named  parties to
any such action (including any impleaded  parties) include both such Indemnified
Person and the Company and such  Indemnified  Person  shall have been advised in
writing by counsel that the  representation  of such Indemnified  Person and the
Company by the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to an actual or reasonably  anticipated  material conflict of
interest  between  them (in which case the  Company  shall not have the right to
assume the defense of such action on behalf of such Indemnified Person, it being
understood, however, that the Company shall not, in connection with any one such
action or  separate  but  substantially  similar or related  actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the  reasonable  fees and expenses of more than one separate  firm of
attorneys (in addition to any local counsel) for all such  Indemnified  Persons,
which firm shall be designated in writing by such Indemnified  Persons, and that
all such  fees and  expenses  shall be  reimbursed  as they are  incurred).  The
Company  shall not be liable  for any  settlement  of any such  action  effected
without its  written  consent  but if settled  with the  written  consent of the
Company,  the Company  agrees to indemnify  and hold  harmless  any  Indemnified
Person from and against any loss or liability by reason of such  settlement.  No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement (i)
includes an unconditional  release of such indemnified  party from all liability
on claims that are or could have been the subject matter of such  proceeding and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act, by or on behalf of the indemnified party.

         (c) In connection with any Registration  Statement in which a Holder of
Transfer  Restricted  Securities  is  participating,  such  Holder  of  Transfer
Restricted  Securities agrees,  severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers and any person controlling the
Company  within  the  meaning  of  Section  15 of the Act or  Section  20 of the
Exchange Act, to the same extent as the foregoing  indemnity from the Company to
each Indemnified Person but only with reference to information  relating to such
Indemnified  Person  furnished  in writing  by or on behalf of such  Indemnified
Person  expressly  for use in such  Registration  Statement.  In case any action
shall be brought against the Company, any of its directors,  any such of officer
or any person  controlling the Company based on such Registration  Statement and
in respect of which indemnity may be sought against any Indemnified  Person, the
Indemnified Person shall have the rights and duties given to the Company (except
that if the Company  shall have assumed the defense  thereof,  such  Indemnified
Person shall not be required to do so, but may employ  separate  counsel therein
and  participate  in defense  thereof but the fees and  expenses of such counsel
shall be at the  expense  of such  Indemnified  Person),  and the  Company,  its
directors,  any such officers and any person  controlling the Company shall have
the rights and duties given to the Indemnified Person, by Section 6(b) hereof.
         (d)  If  the  indemnification   provided  for  in  this  Section  6  is
unavailable to an indemnified party in respect of any losses,  claims,  damages,
liabilities or judgments referred to therein,  then each indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party as a  result  of such  losses,  claims,
damages,  liabilities  and judgments (i) in such proportion as is appropriate to
reflect the relative  benefits  received by the Company on the one hand and each
Indemnified  Person on the other hand from the  offering of the Notes or (ii) if
the allocation  provided by clause (i) above is not permitted by applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
referred to in clause (i) above but also the  relative  fault of the Company and
each such  Indemnified  Person in  connection  with the  statements or omissions
which resulted in such losses,  claims,  damages,  liabilities or judgments,  as
well as any other relevant equitable  considerations.  The relative fault of the
Company and each such  Indemnified  Person shall be  determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the  Company  or such  Indemnified  Person  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

         The  Company  and the  Purchasers  agree  that it would not be just and
equitable if  contribution  pursuant to this Section 6(d) were determined by pro
rata allocation (even if the Indemnified  Persons were treated as one entity for
such purpose) or by any other method of  allocation  which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection  with  investigating  or defending any such action or claim.
Notwithstanding the provisions of this Section 6, no Indemnified Person shall be
required to contribute  any amount in excess of the amount by which the proceeds
received by it in connection with the sale of the Transfer Restricted Securities
pursuant  to this  Agreement  exceeds  the  amount  of any  damages  which  such
Indemnified  Person has otherwise  been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty  of  such  fraudulent   misrepresentation.   The   Indemnified   Persons'
obligations  to  contribute  pursuant  to  this  Section  6(d)  are  several  in
proportion to the respective  amount of Notes included in any such  Registration
Statement by each Indemnified Person and not joint.

7.       Rules 144 and 144A

         The  Company  shall  use all  reasonable  efforts  to file the  reports
required to be filed by it under the  Securities  Act and the  Exchange Act in a
timely manner and, if at any time it is not required to file such reports but in
the past had  been  required  to or did file  such  reports,  it will,  upon the
request of any holder of Transfer  Restricted  Securities,  make available other
information  as required by, and so long as  necessary  to permit,  sales of its
Transfer   Restricted   Securities   pursuant   to  Rule  144  and  Rule   144A.
Notwithstanding  the  foregoing,  nothing  in this  Section 7 shall be deemed to
require the Company to register any of its  securities  pursuant to the Exchange
Act.

8.       Underwritten Registrations

         (a) If any of the Transfer  Restricted  Securities covered by any Shelf
Registration are to be sold in an underwritten  offering,  the investment banker
or investment  bankers and manager or managers that will administer the offering
will be  selected  by the  Holders  of a  majority  in amount  of such  Transfer
Restricted  Securities  (determined on a fully converted basis) included in such
offering,  subject to the consent of the Company (which will not be unreasonably
withheld or delayed).

         No person may participate in any  underwritten  registration  hereunder
unless  such  person  (i)  agrees  to sell  such  person's  Transfer  Restricted
Securities on the basis  reasonably  provided in any  underwriting  arrangements
approved by the 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.

         (b) Each Holder of Transfer Restricted  Securities agrees, if requested
(pursuant  to a  timely  written  notice)  by the  managing  underwriters  in an
underwritten offering, not to effect any private sale or distribution (including
a sale pursuant to Rule 144(k) and Rule 144A, but excluding  non-public sales to
any of its affiliates,  officers, directors,  employees and controlling persons)
of any  of the  Notes,  in  the  case  of an  offering  of  the  Company's  debt
securities,  or the Common  Stock,  in the case of an offering of the  Company's
equity  securities,  during the period beginning 10 days prior to, and ending 90
days after, the closing date of the underwritten offering.

         The  foregoing  provisions  of this Section 8(b) shall not apply to any
Holder  of  Transfer  Restricted  Securities  if such  Holder  is  prevented  by
applicable statute or regulation from entering into any such agreement.

         (c) The  Initial  Purchasers  and all  Holders of  Transfer  Restricted
Securities agree that,  notwithstanding  any other term or provision hereof, the
Company  shall  not  be  required  to  enter  into  any  agreements   (including
underwriting  agreements) or take any other actions contemplated by Section 4(m)
hereof  unless  requested  in  writing  by the  holders  of at least  50% of the
Transfer Restricted  Securities  (determined on a fully converted basis) sold to
the Initial Purchasers pursuant to the Purchase Agreement.

9.       Miscellaneous

         (a) Remedies.  In the event of a  Registration  Default by the Company,
the sole  remedy of the holders of Transfer  Restricted  Securities  will be the
Liquidated  Damages set forth in Section 3 of this Agreement.  In the event of a
breach by the Company, or by a holder of Transfer Restricted Securities,  of any
of their  obligations  under this Agreement other than any breach by the Company
that  results in a  Registration  Default,  each holder of  Transfer  Restricted
Securities or the Company,  in addition to being entitled to exercise all rights
granted by law,  including  recovery  of  damages,  will be entitled to specific
performance of its rights under this  Agreement.  The Company and each holder of
Transfer Restricted Securities agree that monetary damages would not be adequate
compensation  for any loss  incurred  by  reason of a breach by it of any of the
provisions of this Agreement that does not result in a Registration Default, and
hereby further agrees that, in the event of any action for specific  performance
in respect of such breach, it shall waive the defense that a remedy at law would
be adequate.

         (b) No  Inconsistent  Agreements.  The Company shall not enter into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the holders of Transfer  Restricted  Securities in this  Agreement or
otherwise conflicts with the provisions hereof.

         (c) No Piggyback on  Registrations.  The Company shall not grant to any
of  its  security  holders  (other  than  the  Holders  of  Transfer  Restricted
Securities in such  capacity) the right to include any of its  securities in any
Shelf  Registration  Statement  filed  pursuant  to this  Agreement  other  than
Transfer Restricted Securities.

         (d) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  without  the  written  consent of the  Holders of a majority of the then
outstanding  Transfer  Restricted  Securities  (determined on a fully  converted
basis);  provided,  however, that, for the purposes of this Agreement,  Transfer
Restricted  Securities  that are owned,  directly or  indirectly,  by either the
Company  or  an   Affiliate   of  the  Company   are  not  deemed   outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders  of  Transfer  Restricted  Securities  whose  securities  are being sold
pursuant to a  Registration  Statement  and that does not directly or indirectly
affect the rights of other  Holders of  Transfer  Restricted  Securities  may be
given by Holders of a majority of the Transfer Restricted Securities (determined
on a  fully  converted  basis)  being  sold  by such  Holders  pursuant  to such
Registration Statement;  provided, however, that the provisions of this sentence
may not be amended,  modified,  or  supplemented  except in accordance  with the
provisions of the immediately preceding sentence.

         (e) Notices. All notices and other  communications  provided for herein
shall be made in  writing  by hand  delivery,  next day air  courier,  certified
first-class mail, return receipt requested, telex or telecopy:

         (i) if to the Company, as provided in the Purchase Agreement,

         (ii) if to the Purchasers, as provided in the Purchase Agreement, or

         (iii) if to any other person who is then the  registered  Holder of any
Transfer Restricted  Securities,  to the address of such Holder as it appears in
the Note or Common Stock register of the Company.

         Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given:  when  delivered by hand, if personally
delivered;  one  Business  Day after being  timely  delivered  to a next-day air
courier;  five Business Days after being deposited in the mail, postage prepaid,
if mailed;  when answered back, if telexed;  and when receipt is acknowledged by
the recipient's telecopier machine, if telecopied.

         (f) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties and shall  inure to the  benefit of each  Holder of Transfer  Restricted
Securities.  The  Company  may not assign its  rights or  obligations  hereunder
without  the  prior  written  consent  of each  Holder  of  Transfer  Restricted
Securities.  Notwithstanding the foregoing,  no transferee shall have any of the
rights granted under this Agreement until such transferee shall  acknowledge its
rights  and  obligations  hereunder  by  a  signed  written  statement  of  such
transferee's acceptance of such rights and obligations.

         (g)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement

         (h) Governing Law: Submission to Jurisdiction.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED  WITHIN THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         (i)  Severability.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (j) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise  affect the meaning hereof.  All
references  made in this  Agreement to "Section" and  "paragraph"  refer to such
Section or paragraph of this Agreement, unless expressly stated otherwise.
         (k) Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement,  or where any provision  hereof is validly asserted
as a defense,  the  prevailing  party,  as  determined  by the  court,  shall be
entitled  to recover  its  reasonable  attorneys'  fees in addition to any other
available remedy.


<PAGE>


IN WITNESS WHEREOF,  the parties have caused this Registration  Rights Agreement
to be duly executed as of the date first written above.
                                                           FINE HOST CORPORATION


                                                 By: ___________________________
                                                     Name:
                                                     Title:


The foregoing  Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION


By: ___________________________
    Name:
    Title:


NATIONSBANC MONTGOMERY
   SECURITIES, INC.


By: ___________________________
    Name:
    Title:


SMITH BARNEY INC.


By: ___________________________
    Name:
    Title:


PIPER JAFFRAY INC.


By: ___________________________
    Name:
    Title: