<PAGE>

                                                                     EXHIBIT 4.2
 
         The issuance and sale of shares upon the exercise of this 
         Warrant have not been registered under the Securities Act 
         of 1933, as amended, and accordingly neither this Warrant 
         nor any such shares may transferred in the absence of such 
         registration or an exemption therefrom under such Act.  
         This Warrant and such shares may be transferred only in 
         compliance with the conditions specified in this Warrant.



                             JP FOODSERVICE, INC.

                         Common Stock Purchase Warrant
                          Expiring September 30, 2005

No. W-1                                                        December 23, 1997
CUSIP No. 466232 11 3

         JP FOODSERVICE, INC., a Delaware corporation (herein, together with its
successors and assigns, the "Company"), for value received, hereby certifies
that Teachers Insurance and Annuity Association of America, or registered
assigns, is entitled to purchase from the Company 159,066 duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock, par value
$.01 per share (the "Common Stock") of the Company at the purchase price per
share of $13.18696, at any time or from time to time prior to 5:00 p.m., New
York City time, on September 30, 2005 (or such other date as may be determined
pursuant to section 16), all subject to the terms, conditions and adjustments
set forth below in this Warrant.

         This Warrant is one of the Common Stock Purchase Warrants (the
"Warrants", such term to include all such warrants issued in exchange or
substitution therefor) originally issued by the Company in connection with the
transactions contemplated by the Agreement and Plan of Merger dated as of 
June 30, 1997, as amended, among the Company, Hudson Acquisition Corp. and
Rykoff-Sexton, Inc. In connection with such transactions, the Warrants were
issued in replacement of Common Stock Purchase Warrants dated May 17, 1996 of
Rykoff-Sexton, Inc. evidencing the right to purchase an aggregate of 331,761
shares of common stock of Rykoff-Sexton, Inc. The Warrants originally so issued
evidence rights to purchase an aggregate of 229,763 shares of Common Stock
subject to adjustment as provided herein. Certain capitalized terms used in this
Warrant are defined in section 12; references to a "section" are, unless
otherwise specified, to one of the sections of this Warrant.
<PAGE>
 
         1.    Exercise of Warrant.  1.1.  Manner of Exercise.  This Warrant may
               -------------------         ------------------
be exercised by the holder hereof, in whole or in part, during normal business
hours on any Business Day, by surrender of this Warrant to the Company at its
principal office maintained pursuant to section 11.2(a), accompanied by (i) a
subscription in substantially the form attached to this Warrant (or a reasonable
facsimile thereof) duly executed by such holder, (ii) payment, in cash or by
certified or official bank check payable to the order of the Company in the
amount obtained by multiplying (a) the number of shares of Common Stock (without
giving effect to any adjustment thereof) designated in such subscription by 
(b) $13.18696, whereupon such holder shall be entitled to receive the number of
duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock (or Other Securities determined as provided in sections 2 through 4) and
(iii) the written representation by such holder that: (a) such holder is
acquiring the Common Stock being acquired by it pursuant to the exercise of this
Warrant for its own account for investment and not with a view to the
distribution of such Common Stock in violation of the Securities Act; and 
(b) (A) if such holder is an insurance company, such holder is not acquiring the
Common Stock or any interest therein with assets allocated to any separate
account maintained by such holder in which any employee benefit plan (or its
related trust) has any interest or (B) if such holder is a bank, no part of the
funds used to acquire the Common Stock will be drawn from any trust fund or
other account held by such holder in which any employee benefit plan has any
interest. As used in this section, the terms "employee benefit plan" and
"separate account" shall have the respective meanings assigned thereto in
Section 3 of the Employee Retirement Income Security Act of 1974, as amended.

         1.2.  When Exercise Effective.  Each exercise of this Warrant shall 
               -----------------------
be deemed to have been effected immediately prior to the close of business on
the Business Day on which this Warrant shall have been surrendered to the
Company as provided in section 1.1, and at such time the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
(or Other Securities) shall be issuable upon such exercise as provided in
section 1.3 shall be deemed to have become the holder or holders or record
thereof.

         1.3.  Delivery of Stock Certificates, etc.  As soon as practicable 
               -----------------------------------
after the exercise of this Warrant, in whole or in part, and in any event within
ten Business Days thereafter, the Company at its expense (including the payment
by it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof or, subject to section 8, as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, (a) a
certificate or certificates for the number of duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash in an
amount equal to the same fraction of the Market Price per share on the Business
Day next preceding the date of such exercise and

                                       2
<PAGE>
 
(b) in case such exercise is in part only, a new Warrant or Warrants of like
tenor, calling in the aggregate on the face or faces thereof for issuance of the
number of shares of Common Stock equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of such shares so designated by such holder upon such exercise
as provided in section 1.1.

         2.    Adjustment of Common Stock Issuable Upon Exercise.  2.1.  
               -------------------------------------------------   
General; Warrant Price. The number of shares of Common Stock which the holder of
----------------------
this Warrant shall be entitled to receive upon each exercise hereof shall be
determined by multiplying the number of shares of Common Stock which would
otherwise (but for the provisions of this section 2) be issuable upon such
exercise, as designated by the holder hereof pursuant to section 1.1, by a
fraction of which (a) the numerator is $13.18696 and (b) the denominator is the
Warrant Price in effect on the date of such exercise. The "Warrant Price" shall
initially be $13.18696 per share, shall be adjusted and readjusted from time to
time as provided in this section 2 and, as so adjusted or readjusted, shall
remain in effect until a further adjustment or readjustment thereof is required
by this section 2.

         2.2.  Adjustment of Warrant Price; Issuance of Additional Shares of 
               -------------------------------------------------------------
Common Stock and Dividends. (a) In case the Company at any time or from time to
--------------------------
time after the date hereof shall issue or sell Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued pursuant to
section 2.3 or 2.4) without consideration or for a consideration per share less
than the Current Market Price, then, and in each such case, subject to section
2.7, such Warrant Price shall be reduced, concurrently with such issue or sale,
to a price (calculated to the nearest .001 of a cent) determined by multiplying
such Warrant Price by a fraction.

               (i)   the numerator of which shall be (A) the number of shares of
         Common Stock outstanding immediately prior to such issue or sale plus
         (B) the number of shares of Common Stock which the aggregate
         consideration received by the Company for the total number of such
         Additional Shares of Common Stock so issued or sold would purchase at
         the Current Market Price per share, and

               (ii)  the denominator of which shall be the number of shares of
         Common Stock outstanding immediately after such issue or sale,

provided that, for the purposes of this section 2.2, (x) immediately after any
--------                                                                      
Additional Shares of Common Stock are deemed to have been issued pursuant to
section 2.3 or 2.4, such Additional Shares of Common Stock shall be deemed to be
outstanding, and (y) treasury shares shall not be deemed to be outstanding and
the disposition of any thereof by the Company shall be considered an issuance or
sale of Additional Shares of Common Stock for purposes of this section 2.

                                       3
<PAGE>
 
         (b)   Extraordinary Dividends and Other Distributions. In case the
               -----------------------------------------------
Company at any time or from time to time after the date hereof shall declare,
order, pay or set apart any sum or property for or make a dividend or other
distribution (including, without limitation, any distribution of other or
additional stock or other securities or property or Options by way of dividend
or spinoff, reclassification, recapitalization or similar corporate
rearrangement) on the Common Stock, other than any regular periodic dividend,
payable in cash out of earned surplus or net profits for the year in which the
dividend is incurred or the previous year, and other than a dividend payable in
Additional Shares of Common Stock (in which case the provisions of section 2.4
shall apply), then, and in each such case, subject to section 2.7, at the
irrevocable option of the Company made at the time of the notice referred to in
section 6(a), either

               (A)   the Warrant Price in effect immediately prior to the close
                     of business on the record date fixed for the determination
                     of holders of any class of securities entitled to receive
                     such dividend or distribution shall be reduced, effective
                     as of the close of business on such record date, to a price
                     (calculated to the nearest .001 of a cent) determined by
                     multiplying such Warrant Price by a fraction:

                     (x)   the numerator of which shall be the Current Market
                           Price in effect on such record date or, if the Common
                           Stock trades on an ex-dividend basis, on the date
                           prior to the commencement of ex-dividend trading,
                           less the amount of such dividend or distribution (as
                           determined in good faith in accordance with section
                           2.5 by a resolution of the Board of Directors of the
                           Company) applicable to one share of Common Stock, and

                     (y)   the denominator of which shall be such Current Market
                           Price in effect on such record date or, if the Common
                           Stock trades on an ex-dividend basis, on the date
                           prior to the commencement of ex-dividend trading; or 

               (B)   the Company shall pay over to each holder of Warrants,
                     immediately upon exercise thereof by such holder on or
                     after the payment date for such dividend or distribution,
                     the securities and other property (including cash) which
                     such holder would have received (together with all
                     distributions thereon) if such holder had exercised,
                     immediately prior to the record date fixed in connection

                                       4
<PAGE>
 
                     with such dividend, the Warrants held by it, and the
                     Company shall take whatever steps are necessary or
                     appropriate to keep in reserve at all times such securities
                     and other property (including cash) as shall be required to
                     fulfill its obligations hereunder in respect of the shares
                     issuable upon the exercise of all the Warrants.

         2.3.  Treatment of Options and Convertible Securities.  In case the 
               -----------------------------------------------
Company at any time or from time to time after the date hereof shall issue,
sell, grant or assume, or shall fix a record date for the determination of
holders of any class of securities entitled to receive, any Options or
Convertible Securities, then, and in each such case, the maximum number of
Additional Shares of Common Stock (as set forth in the instrument relating
thereto, without regard to any provisions contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the
case of Convertible Securities and Options therefor, the conversion or exchange
of such Convertible Securities shall be deemed to be Additional Shares of Common
Stock issued as of the time of such issue, sale, grant or assumption or, in case
such a record date shall have been fixed, as of the close of business on such
record date (or, if the Common Stock trades on an ex-dividend basis, on the date
prior to the commencement of ex-dividend trading), provided that such Additional
                                                   --------
Shares of Common Stock shall not be deemed to have been issued unless the
consideration per share (determined pursuant to section 2.5) of such shares
would be less than the Current Market Price on the date of and immediately prior
to such issue, sale, grant, or assumption or immediately prior to the close of
business on such record date (or, if the Common Stock trades on an ex-dividend
basis, on the date prior to the commencement of ex-dividend trading), as the
case may be, and provided, further, that in any such case in which Additional
                 --------  -------
Shares of Common Stock are deemed to be issued,

         (a)   no further adjustment of the Warrant Price shall be made upon the
     subsequent issue or sale of shares of Common Stock upon the exercise of
     such Options or the conversion or exchange of such Convertible Securities;

         (b)   if such Options or Convertible Securities by their terms provide,
     with the passage of time or otherwise, for any increase in the
     consideration payable to the Company, or decrease in the number of
     Additional Shares of Common Stock issuable, upon the exercise, conversion
     or exchange thereof (by change of rate or otherwise), the Warrant Price
     computed upon the original issue, sale, grant or assumption thereof (or
     upon the occurrence of the record date, or date prior to the commencement
     of ex-dividend trading, as the case may be, with respect thereto), and any
     subsequent adjustments based thereon, shall, upon any such increase or
     decrease becoming effective, be recomputed to reflect such increase or
     decrease insofar as it affects such Options, or the rights of conversion or
     exchange under such Convertible Securities, which are outstanding at such
     time;

                                       5
<PAGE>
 
         (c)   upon the expiration (or purchase by the Company and cancellation
     or retirement) of any such Options which shall not have been exercised or
     the expiration of any rights of conversion or exchange under any such
     Convertible Securities which (or purchase by the Company and any
     cancellation or retirement of any such Convertible Security the rights of
     conversion or exchange under which) shall not have been exercised, the
     Warrant Price computed upon the original issue, sale, grant or assumption
     thereof (or upon the occurrence of the record date, or date prior to the
     commencement of ex-dividend trading, as the case may be, with respect
     thereto), and any subsequent adjustments based thereon, shall, upon such
     expiration (or such cancellation or retirement, as the case may be), be
     recomputed as if (i) in the case of such Convertible Securities or Options
     for Common Stock, the only Additional Shares of Common Stock issued or sold
     were the Additional Shares of Common Stock, if any, actually issued or sold
     upon the exercise of such Options or the conversion or exchange of such
     Convertible Securities and the consideration received therefor was the
     consideration actually received by the Company for the issue, sale, grant
     or assumption of all such Options, whether or not exercised, plus the
     consideration actually received by the Company upon such exercise, or for
     the issuance or sale of all such Convertible Securities which were actually
     converted or exchanged, plus the additional consideration, if any, actually
     received by the Company upon such conversion or exchange; and (ii) in the
     case of such Options for Convertible Securities, only the Convertible
     Securities, if any, actually issued or sold upon the exercise thereof were
     issued at the time of the issuance, sale, grant or assumption of such
     Options, and the consideration received by the Company for the Additional
     Shares of Common Stock deemed to have then been issued was the
     consideration actually received by the Company for the issuance, sale,
     grant or assumption of all such Options, whether or not exercised, plus the
     consideration deemed to have been received by the Company (pursuant to
     section 2.5) upon the issuance or sale of the Convertible Securities with
     respect to which such Options were actually exercised;

         (d)   no readjustment pursuant to subdivision (b) or (c) above shall
     have the effect of increasing the Warrant Price by an amount in excess of
     the amount of the adjustment thereof originally made in respect of the
     issue, sale, grant or assumption of such Options or Convertible Securities;
     provided, however, that this provision shall take into account intervening
     --------  -------
     adjustments made to the Warrant Price pursuant to other provisions of
     section 2; and

         (e)   in the case of any such Options which expire by their terms not
     more than 45 days after the date of issue, sale, grant or assumption
     thereof, no adjustment of the Warrant Price shall be made until the
     expiration or

                                       6
<PAGE>
 
     exercise of all such Options, whereupon such adjustment shall be made in
     the manner provided in subdivision (c) above.

         2.4.  Treatment of Stock Dividends, Stock Splits, etc.  In case the 
               -----------------------------------------------
Company at any time or from time to time after the date hereof shall declare or
pay any dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, Additional Shares of
Common Stock shall be deemed to have been issued (a) in the case of any such
dividend, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such subdivision, at the close of business
on the day immediately prior to the day upon which such corporate action becomes
effective.

         2.5.  Computation of Consideration.  For the purposes of this 
               -----------------------------
section 2,

         (a)   the consideration for the issuance or sale of any Additional
     Shares of Common Stock shall, irrespective of the accounting treatment of
     such consideration:

               (i)   insofar as it consists of cash, be computed at the net
         amount of cash received by the Company,

               (ii)  insofar as it consists of property (including securities)
         other than cash, be computed at the fair market value thereof at the
         time of such issuance or sale, as determined in good faith by a
         resolution of the Board of Directors of the Company, and

               (iii) in case Additional Shares of Common Stock are issued or
         sold together with other stock or securities or other assets of the
         Company for a consideration which covers both, be the portion of such
         consideration so received, computed as provided in clauses (i) and (ii)
         above, allocable to such Additional Shares of Common Stock, all as
         determined in good faith by a resolution of the Board of Directors of
         the Company;

         (b)   Additional Shares of Common Stock deemed to have been issued
     pursuant to section 2.3, relating to Options and Convertible Securities,
     shall be deemed to have been issued for a consideration per share
     determined by dividing

               (i)   the total amount, if any, received and receivable by the
         Company as consideration for the issue, sale, grant or assumption of

                                       7
<PAGE>
 
         the Options or Convertible Securities in question, plus the minimum
         aggregate amount of additional consideration (as set forth in the
         instruments relating thereto, without regard to any provision contained
         therein for a subsequent adjustment of such consideration to protect
         against dilution) payable to the Company upon the exercise in full of
         such Options or the conversion or exchange of such Convertible
         Securities or, in the case of Options for Convertible Securities, the
         exercise of such Options for Convertible Securities and the conversion
         or exchange of such Convertible Securities, in each case computing such
         consideration as provided in the foregoing subdivision (a),

  by

               (ii)  the maximum number of shares of Common Stock (as set forth
         in the instruments relating thereto, without regard to any provision
         contained therein for a subsequent adjustment of such number to protect
         against dilution) issuable upon the exercise of such Options or the
         conversion or exchange of such Convertible Securities; and

         (c)   Additional Shares of Common Stock deemed to have been issued
     pursuant to section 2.4, relating to stock dividends, stock splits, etc.,
     shall be deemed to have been issued for no consideration.

         2.6.  Adjustments for Combinations, etc.  In case the outstanding 
               ---------------------------------
shares of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Warrant Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

         2.7.  Minimum Adjustment of Warrant Price.  If the amount of any 
               -----------------------------------
adjustment of the Warrant Price required pursuant to this section 2 would be
less than one percent (1%) of the Warrant Price in effect at the time such
adjustment is otherwise so required to be made, such amount shall be carried
forward and adjustment with respect thereto made at the time of and together
with any subsequent adjustment which, together with such amount and any other
amount or amounts so carried forward, shall aggregate at least one percent (1%)
of such Warrant Price; provided, however, that upon the exercise of any Warrant,
                       --------  -------
all necessary adjustments (calculated to the nearest .001 of a cent) not
theretofore made to the Warrant Price relating thereto by reason of the initial
clause of this sentence, up to and including the date of such exercise, shall be
made.

         3.    Consideration, Merger, etc.  3.1.  Adjustments for Consolidation,
               --------------------------         ------------------------------
Merger, Sale of Assets, Reorganization, etc. In case the Company after the date
------------------------------------------- 

                                       8
<PAGE>
 
hereof (a) shall consolidate with or merge into any other Person and shall not
be the continuing or surviving corporation of such consolidation or merger, or
(b) shall permit any other Person to consolidate with or merge into the Company
and the Company shall be the continuing or surviving Person but, in connection
with such consolidation or merger, the Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other
property, or (c) shall sell, lease or transfer or otherwise dispose of all or
substantially all of its properties or assets to any other Person and thereafter
shall be dissolved, or (d) shall effect a capital reorganization or
reclassification (other than a reclassification described in Section 2.4 or 2.6)
of the Common Stock then, and in the case of each such transaction, proper
provision shall be made so that, upon the basis and the terms and in the manner
provided in this Warrant, the holder of this Warrant, upon the exercise hereof
at any time after the consummation of such transaction, shall be entitled to
receive (at the aggregate Warrant Price in effect at the time of such
consummation for all Common Stock issuable upon such exercise immediately prior
to such consummation), in lieu of the Common Stock issuable upon such exercise
prior to such consummation, the stock and other securities, cash and property to
which such holder would have been entitled upon such consummation if such holder
had exercised the rights represented by this Warrant immediately prior thereto,
subject to adjustments (subsequent to such corporate action) as nearly
equivalent as possible to the adjustments provided for in section 2 and this
section 3.

         3.2.  Assumption of Obligations.  Notwithstanding anything contained in
               -------------------------
the Warrants to the contrary, the Company will not effect any of the
transactions described in clauses (a) through (d) of section 3.1 unless, prior
to the consummation thereof, each Person (other than the Company) which may be
required to deliver any stock, securities, cash or property upon the exercise of
this Warrant as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the holders of at least a majority of the
shares of Common Stock issuable upon exercise of all the then outstanding
Warrants, (a) the obligations of the Company under this Warrant (and if the
Company shall survive the consummation of such transaction, such assumption
shall be in addition to, and shall not release the Company from, any continuing
obligations of the Company under this Warrant), and (b) the obligation to
deliver to such holder such shares of stock, securities, cash or property as, in
accordance with the foregoing provisions of this section 3, such holder may be
entitled to receive, and such Person shall have similarly delivered to such
holder an opinion of counsel for such Person, which counsel shall be reasonably
satisfactory to the holders of at least a majority of the shares of Common Stock
issuable upon exercise of all the then outstanding Warrants, stating that this
Warrant shall thereafter continue in full force and effect and the terms hereof
(including, without limitation, all of the provisions of this section 3) shall
be applicable to the stock, securities, cash or property which such Person may
be required to deliver upon any exercise of this Warrant or the exercise of any
rights pursuant hereto.

                                       9
<PAGE>
 
         3.3.  Other Dilutive Events.  In case any event shall occur as to which
               ---------------------
the provisions of section 2 or section 3 are not strictly applicable but the
failure to make any adjustment would not, in the reasonable opinion of the
holders of a majority of the shares of Common Stock issuable upon exercise of
the Warrants or the Company, fairly protect the purchase rights represented by
any Warrant in accordance with the essential intent and principles of such
sections, then, in each such case, upon the written request of the holders of a
majority of the shares of Common Stock issuable upon exercise of the Warrants,
the Company shall, at its cost and expense, appoint a firm of independent
certified public accountants of national standing (which may be the regular
auditors of the Company), which shall give their opinion upon the adjustment, if
any, on a basis consistent with the essential intent and principles established
in sections 2 and 3, necessary to preserve, without dilution, the purchase
rights represented by such Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to each holder of Warrants and upon the
request of the holders of a majority of the shares of Common Stock issuable upon
exercise of the Warrants, shall make the adjustments described therein.

         4.    Prohibited Actions.  The Company will not, by amendment of its
               ------------------
certificate or articles of incorporation or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issuance or sale of securities
or any other voluntary action, avoid the observance or performance of any of the
terms of this Warrant. Without limiting the generality of the foregoing, the
Company (a) will not permit the par value of any shares of Common Stock
receivable upon the exercise of this Warrant to exceed the amount payable
therefor upon such exercise, (b) will take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock on the exercise of the Warrants
from time to time outstanding and (c) will not take any action which results in
any adjustment of the Warrant Price if the total number of shares of Common
Stock (or Other Securities) issuable after the action upon the exercise of all
of the Warrants would exceed the total number of shares of Common Stock (or
Other Securities) then authorized by the Company's certificate or articles of
incorporation and available for the purpose of issue upon such exercise.

         5.    Report as to Adjustments.  In each case of any adjustment or 
               ------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable upon
the exercise of this Warrant, the Company will promptly compute such adjustment
or readjustment in accordance with the terms of this Warrant and prepare a
report setting forth such adjustment or readjustment and showing in reasonable
detail the method of calculation thereof and the facts upon which such
adjustment or readjustment is based, including a statement of (a) the number of
shares of Common Stock outstanding or deemed to be outstanding, (b) the Warrant
Price in effect immediately prior to such adjustment and as adjusted and
readjusted (if

                                       10
<PAGE>
 
required by section 2) on account thereof, and (c) the consideration received or
to be received by the Company for any Additional Shares of Common Stock issued
or sold or deemed to have been issued.  The Company will mail, within 30 days of
such event requiring such adjustment, a copy of each such report to each holder
of a Warrant and will, upon the written request at any time of any holder of a
Warrant, furnish to such holder a like report setting forth the Warrant Price at
the time in effect and showing in reasonable detail how it was calculated.  The
Company will also keep copies of all such reports and the reports referred to in
the last sentence of this section 5 at its principal office and will cause the
same to be available for inspection at such office during normal business hours
by any holder of a Warrant or its representatives or any prospective purchaser
of a Warrant designated by the holder thereof.  In addition to the report
referred to above, the holders of not less than a majority of the Common Stock
issuable upon exercise of the outstanding Warrants may request the Company, at
the Company's cost and expense, to cause independent certified public
accountants of national standing (which may be the regular auditors of the
Company) to verify such computation and will deliver to each holder a report
showing in reasonable detail how such verification was effected.

         6.    Notices of Corporate Action.  In the event of
               ---------------------------                  

               (a)   any taking by the Company of a record of the holders of any
         class of securities for the purpose of determining the holders thereof
         who are entitled to receive any dividend (other than a regular periodic
         dividend, payable in cash out of earned surplus or net profits for the
         year in which the dividend is incurred or the previous year) or other
         distribution, or any right to subscribe for, purchase or otherwise
         acquire any shares of stock of any class or any other securities or
         property, or to receive any other right, which notice in the case of a
         dividend or distribution of the type described in section 2.2 shall
         inform each holder of a Warrant of the Company's option under such
         section, or

               (b)   any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company or any consolidation or merger involving the Company and any
         other Person or any transfer of all or substantially all the assets of
         the Company to any other Person, or

               (c)   any voluntary or involuntary dissolution, liquidation or
         winding up of the Company,

the Company will mail to each holder of a Warrant a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, and (ii) the date or expected date on which any
such

                                       11
<PAGE>
 
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding up.  Such notice shall be
mailed at least 20 days prior to the date therein specified.

         7.    Registration of Common Stock.  If any shares of Common Stock
               ----------------------------
required to be reserved for purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any federal or
state law (other than the Securities Act) before such shares may be issued upon
exercise, the Company will, at its expense and as expeditiously as possible, use
its best efforts to cause such shares to be duly registered or approved, as the
case may be. At any such time, but only for so long, as Common Stock is
registered under the Exchange Act and listed on any national securities
exchange, the Company will, at its expense, obtain promptly and maintain the
approval for listing in each such exchange, upon official notice of issuance,
the shares of Common Stock issuable upon exercise of the then outstanding
Warrants and maintain the listing of such shares after their issuance; and the
Company will also list on such national securities exchange, will register under
the Exchange Act and will maintain, for so long as any shares of Common Stock
are listed, such listing of, any Other Securities that at any time are issuable
upon exercise of the Warrants, if and at the time that any securities of the
same class shall be listed on such national securities exchange by the Company.

         8.    Restrictions on Transfer.  8.1.  Restrictive Legends.  Except as
               ------------------------
otherwise permitted by this section 8, each Warrant (including each Warrant
issued upon the transfer of any Warrant) shall be stamped or otherwise imprinted
with a legend in substantially the following form:

               "The issuance and sale of shares upon the exercise of this
         Warrant have not been registered under the Securities Act of 1933, as
         amended, and accordingly neither this Warrant nor any such shares may
         be transferred in the absence of such registration or any exemption
         therefrom under such Act. This Warrant and such shares may be
         transferred only in compliance with the conditions specified in this
         Warrant."

     Except as otherwise permitted by this section 8, each certificate for
     Common Stock (or Other Securities) issued upon the exercise of any Warrant,
     and each certificate issued upon the transfer of any such Common Stock (or
     Other Securities), shall be stamped or otherwise imprinted with a legend in
     substantially the following form:

                                       12
<PAGE>
 
               "The issuance and sale of the securities represented by this
         certificate have not been registered under the Securities Act of 1933,
         as amended, and such securities may not be transferred except pursuant
         to an effective registration statement, or an exemption from
         registration, under said Act."

         8.2.  Notice of Proposed Transfer; Opinions of Counsel.  Prior to any
               ------------------------------------------------
transfer of any Restricted Securities which are not registered under an
effective registration statement under the Securities Act, the holder thereof
will give written notice to the Company of such holder's intention to effect
such transfer and to comply in all other respects with this section 8.2. Each
such notice (1) shall describe the manner and circumstances of the proposed
transfer and (2) be accompanied by (a) an opinion of counsel for the holder or,
if agreed to by the Board of Directors of the Company, an opinion of counsel to
the Company, which opinion shall be reasonably satisfactory to the Company or
(b) a no-action letter from the Commission addressed to the Company, such holder
or either of their counsel to the effect that no registration statement is
required because of the availability of an exemption from registration under the
Securities Act.

         8.3.  Termination of Restrictions.  The restrictions imposed by this
               ---------------------------
section 8 upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities (a) when such securities
shall have been effectively registered under the Securities Act or (b) when, in
the opinion of counsel for the holder thereof, which opinion shall be reasonably
satisfactory to the Company, such restrictions are no longer required in order
to insure compliance with the Securities Act. Whenever such restrictions shall
cease and terminate as to any Restricted Securities, the holder thereof shall be
entitled to receive from the Company, without expense (other than applicable
transfer taxes, if any), new securities of like tenor not bearing the applicable
legends required by section 8.1.

         8.4.  Expenses; Benefits to Certain Transferees. The Company will pay
               -----------------------------------------
the reasonable fees, expenses and disbursements of counsel for the holder of
Restricted Securities (other than in-house counsel) and counsel for the Company
in connection with all opinions rendered pursuant to this section 8.

         9.    Availability of Information.  The Company will comply with the 
               ---------------------------
reporting requirements of Section 13 and 15(d) of the Exchange Act and will
comply with all other public information reporting requirements of the
Commission (including Rule 144 promulgated by the Commission under the
Securities Act) from time to time in effect and relating to the availability of
an exemption from the Securities Act for the sale of any Restricted Securities.
The Company will also cooperate with each holder of any Restricted Securities in
supplying such information as may be necessary for such holder to complete and
file any information reporting forms presently or hereafter required by the
Commission as a

                                       13
<PAGE>
 
condition to the availability of an exemption from the Securities Act for the
sale of any Restricted Securities.  The Company will furnish to each holder of
any Warrants, within 15 days upon their becoming available, copies of all
financial statements, reports, notices and proxy statements sent or made
available generally by the Company to its stockholders, and copies of all
regular and periodic reports filed by the Company with any securities exchange
or with the Commission.  If the Company is not required to file such reports
with the Commission, it shall furnish to each holder of any Warrants, (i) as
soon as practicable after the end of each fiscal year (but not later than 120
days), audited consolidated financial statements of the Company together with
the report of the independent certified public accountant, (ii) as soon as
practicable after the end of each of the first three quarters of each fiscal
year (but not later than 60 days), consolidated financial information and
statements of the Company for such quarter, and (iii) material disclosure items
the Company would be required to disclose pursuant to Form 8-K (or a successor
form) under the Exchange Act, but only when and to the extent the Company
provides such information to any of its lenders or other securityholders or to
any lenders or securityholders of its Affiliates.

         10.   Reservation of Stock, etc.  The Company will at all times reserve
               -------------------------
and keep available, solely for issuance and delivery upon exercise of the
Warrants, the number of shares of Common Stock (or Other Securities) from time
to time issuable upon exercise of all Warrants at the time outstanding. All such
securities issuable upon exercise of any Warrants shall be duly authorized and,
when issued upon such exercise, shall be validly issued and, in the case of
shares, fully paid and nonassessable with no liability on the part of the
holders thereof.

         11.   Ownership, Transfer and Substitution of Warrants.  11.1. 
               ------------------------------------------------
Ownership of Warrants. The Company may treat the person in whose name any
---------------------
Warrant is registered on the register kept at the principal office of the
Company as the owner and holder thereof for all purposes, notwithstanding any
notice to the contrary, except that, if and when any Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer thereof as the owner of such Warrant for all purposes, notwithstanding
any notice to the contrary. Subject to section 8, a Warrant, if properly
assigned, may be exercised by a new holder without a new Warrant first having
been issued.

         11.2. Office; Transfer and Exchange of Warrants.
               ----------------------------------------- 

         (a)   The Company will maintain its principal office within the
     continental boundaries of the United States and all notices, presentations
     and demands in respect of this Warrant may be made upon it at such
     location.

         (b)   Upon the surrender of any Warrant, properly endorsed, for
     registration of transfer or for exchange at the principal office of the
     Company,

                                       14
<PAGE>
 
     the Company at its expense will (subject to compliance with section 8, if
     applicable) execute and deliver to or upon the order of the holder thereof
     a new Warrant or Warrants of like tenor, in the name of such holder or as
     such holder (upon payment by such holder of any applicable transfer taxes)
     may direct, calling in the aggregate on the face or faces thereof for the
     number of shares of Common Stock called for on the face or faces of the
     Warrant or Warrants so surrendered.

         11.3. Replacement of Warrants.  Upon receipt of evidence reasonably
               -----------------------                                      
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant (which, in the case of a holder of a Warrant which is an insurance
company (as defined in the Securities Act), an investment company registered
under the Investment Company Act of 1940, any employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, any
domestic or foreign bank, savings and loan association (as defined in Section
(a)(1)(vi) of Rule 144A under the Securities Act) or an original holder of this
Warrant and its nominee (an "institutional holder"), may be a written statement
as to such loss, theft, destruction or mutilation, which statement shall be
reasonably satisfactory in form and substance to the Company) and, in the case
of any such loss, theft or destruction of any Warrant, upon delivery of
indemnity (which, in the case of an institutional holder of a Warrant, may be
such holder's unsecured written agreement of indemnity) reasonably satisfactory
to the Company in form and amount or, in the case of any such mutilation, upon
surrender of such Warrant for cancellation at the principal office of the
Company, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

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

         Additional Shares of Common Stock:  All shares (including treasury
         ---------------------------------
shares) of Common Stock issued or sold (or deemed issued or sold pursuant to
section 2.3 or 2.4) by the Company after the date hereof, whether or not
subsequently reacquired or retired by the Company, other than shares issued upon
the exercise of the Warrants.

         Affiliate:  With respect to a Person, any other Person that directly,
         ---------
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person.

         Business Day:  Any day other than a Saturday or a Sunday or a day on 
         ------------
which commercial banking institutions in the City of New York are authorized by
law to be closed. Any reference to "days" (unless Business Days are specified)
shall mean calendar days.

                                       15
<PAGE>
 
         Commission:  The Securities and Exchange Commission or any other 
         ----------
federal agency at the time administering the Securities Act.

         Common Stock:  As defined in the introduction to this Warrant, such 
         ------------
term to include any stock into which such Common Stock shall have been changed
or any stock resulting from any reclassification of such Common Stock, and all
other stock of any class or classes (however designated) of the Company the
holders of which have the right, without limitation as to amount, either to all
or to a share of the dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference.

         Company:  As defined in the introduction to this Warrant, such term to
         -------
include any corporation which shall succeed to or assume the obligations of the
Company hereunder in compliance with section 3.

         Convertible Securities:  Any evidences of indebtedness, shares of stock
         ----------------------
(other than Common Stock) or other securities directly or indirectly convertible
into or exchangeable for Common Stock.

         Current Market Price:  On any date specified herein, the average daily
         --------------------
Market Price during the period of the most recent 20 days, ending on such date,
on which the national securities exchanges were open for trading, except that if
no Common Stock is then listed or admitted to trading on any national securities
exchange or quoted in the over-the-counter market, the Current Market Price
shall be the Market Price on such date.

         Exchange Act:  The Securities Exchange Act of 1934, or any similar
         ------------
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

         Independent Financial Expert:  A nationally recognized investment
         ----------------------------
banking firm that does not have a direct or indirect financial interest in the
Company or any of its affiliates and has not been and, at the time it is called
upon to give independent financial advice to the Company, is not (and none of
whose directors, officers, employees or affiliates is) a promoter, director or
officer of the Company or any of its affiliates, and has not been retained to
provide, within the past two years, any advice or opinions to the Company or any
of its affiliates except as an Independent Financial Expert.

         Initiating Holders:  Any holder or holders of Registrable Securities
         ------------------
holding at least a majority of the Registrable Securities by number of shares at
the time and initiating a request pursuant to section 20.1 for the registration
of all or part of such holder's or holders' Registrable Securities.

                                       16
<PAGE>
 
         Market Price:  On any date specified herein, the amount per share of 
         ------------
the Common Stock, equal to (a) the last sale price of such Common Stock, regular
way, on such date or, if no such sale takes place on such date, the average of
the closing bid and asked prices thereof on such date, in each case as
officially reported on the principal national securities exchange on which such
Common Stock is then listed or admitted to trading, or (b) if such Common Stock
is not then listed or admitted to trading on any national securities exchange
but is designated as a national market system security by the NASD, the last
trading price of the Common Stock on such date, or (c) if there shall have been
no trading on such date or if the Common Stock is not so designated, the average
of the closing bid and asked prices of the Common Stock on such date as shown by
the NASD automated quotation system, or (d) if such Common Stock is not then
listed or admitted to trading on any national exchange or quoted in the 
over-the-counter market, the fair value thereof determined in good faith by the
Board of Directors of the Company as of the last day of the most recently
completed fiscal quarter of the Company; provided that, at the request of the
                                         --------
holders of a majority of the outstanding Warrants, such fair value determined by
the Board of Directors must be confirmed in writing to the holders by an
Independent Financial Expert, which shall be selected by the Board of Directors
of the Company, and retained on customary terms and conditions and at the
expense of the Company, the Independent Financial Expert shall use one or more
valuation methods that the Independent Financial Expert, in its best
professional judgment, determines to be most appropriate. The Independent
Financial Expert shall consult with management of the Company in order to allow
management to comment on the Independent Financial Expert's valuation.

         NASD:  The National Association of Securities Dealers, Inc.
         ----                                                       

         Options:  Rights, options and warrants, except for any rights, options
         -------
or warrants distributed to members of the management of the Company or any
direct or indirect subsidiary of the Company, to subscribe for, purchase or
otherwise acquire Common Stock or Convertible Securities.

         Other Securities:  Any stock (other than Common Stock) and other
         ----------------
securities of the Company or any other Person (corporate or otherwise) which the
holders of the Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
section 3 or otherwise.

         Person:  A corporation, an association, a partnership, an organization,
         ------
a business, an individual, a government or political subdivision thereof or a
governmental agency.

                                       17
<PAGE>
 
         Registrable Securities:  All shares of Common Stock issued or issuable
         ----------------------
upon exercise of the Warrants and any other securities of the Company or any of
its subsidiaries issued in exchange for, upon a reclassification, combination or
subdivision of, or in a distribution with respect to, such Common Stock or in
connection with a merger, consolidation or other reorganization of the Company.
As to any particular Registrable Securities that have been issued, such
securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of under such registration statement, (ii) such securities have been distributed
to the public pursuant to Rule 144 promulgated under the Securities Act, (iii)
such securities shall have been otherwise transferred or disposed of, new
certificates therefor not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent transfer or disposition of
such securities shall not require registration or qualification of such
securities under the Securities Act or any similar state law then in force, or
(iv) such securities shall have ceased to be outstanding.

         Registration Expenses:  Any and all out-of-pocket expenses incident to
         ---------------------
the Company's performance of or compliance with section 20 hereof, including,
without limitation, all Commission, stock exchange or NASD registration, filing
and listing fees, all fees and expenses of complying with securities and blue
sky laws (including the reasonable fees and disbursements of counsel in
connection with blue sky qualifications and NASD filings), all fees and expenses
of the transfer agent and registrar for the Common Stock, all printing expenses,
the fees and disbursements of counsel for the Company and the Company's
independent public accountants, including the expenses of any special audits
and/or "cold comfort" letters required by or incident to such performance and
compliance, and the reasonable fees and disbursements of one counsel retained by
the holders of Registrable Securities being registered to represent such group
of holders (which counsel shall be satisfactory to the holders of a majority of
the shares of Registrable Securities being registered), but excluding
underwriting discounts and commissions and applicable transfer and documentary
stamp taxes, if any, which shall be borne by the seller of the securities in all
cases.

         Registration Rights Agreement:  The Registration Rights Agreement dated
         -----------------------------
as of May 17, 1996 among Rykoff-Sexton, Inc., Merrill Lynch Capital Appreciation
Partnership No. B-XVIII, L.P., Merrill Lynch KECALP L.P. 1994, ML Offshore LBO
Partnership No. B-XVIII, ML IBK Positions, Inc., MLCP Associates L.P. No. II,
Merrill Lynch KECALP L.P. 1991, Merrill Lynch Capital Appreciation Partnership
No. XIII, L.P., ML Offshore LBO Partnership No. XIII, ML Employees LBO
Partnership No. I, L.P., Merrill Lynch KECALP L.P. 1987, Merchant Banking L.P.
No. II, MLCP Associates L.P. No. IV, The Equitable Life Assurance Society of the
United States, Equitable Deal Flow Fund, L.P., Equitable Variable Life Insurance
Company and Frank H. Bevevino.

                                       18
<PAGE>
 
         Restricted Securities:  All of the following: (a) any Warrants bearing
         ---------------------
the applicable legend or legends referred to in section 8.1, (b) any shares of
Common Stock which have been issued upon the exercise of Warrants and which are
evidenced by a certificate or certificates bearing the applicable legend or
legends referred to in such section and (c) any shares of Common Stock which are
at the time issuable upon the exercise of Warrants and which, when so issued,
will be evidenced by a certificate or certificates bearing the applicable legend
or legends referred to in such section.

         Securities Act:  The Securities Act of 1933, or any similar federal 
         --------------
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.

         Stockholders Securities:  Securities proposed to be sold by those
         -----------------------
stockholders who exercise their registration rights pursuant to section 4 of the
Registration Rights Agreement.

         Warrant Price:  As defined in section 2.1.
         -------------                             

         Warrants:  As defined in the introduction to this Warrant.
         --------                                                  

         13.   No Rights or Liabilities as Stockholder.  Nothing contained in 
               ---------------------------------------
this Warrant shall be construed as conferring upon the holder hereof any rights
as a stockholder of the Company or as imposing any obligation on such holder to
purchase any securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

         14.   Notices.  All notices and other communications under this Warrant
               -------
shall be in writing and shall be mailed by registered or certified mail, return
receipt requested, addressed (a) if to any holder of any Warrant, at the
registered address of such holder as set forth in the register kept at the
principal office of the Company, or (b) if to the Company, to the attention of
its Senior Vice President and General Counsel at its principal office, provided
                                                                       --------
that the exercise of any Warrant shall be effective in the manner provided in
section 1.

         15.   Miscellaneous.  This Warrant shall be construed and enforced in
               -------------                                                  
accordance with and governed by the laws of the State of New York.  The section
headings in this Warrant are for purposes of convenience only and shall not
constitute a part hereof.  In case any provision in this Warrant shall be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         16.   Expiration.  The right to exercise this Warrant shall expire at 
               ----------
5:00 p.m., New York City time, on the earlier of (i) September 30, 2005 and 
(ii) the

                                       19
<PAGE>
 
registration pursuant to section 20 of all of the shares of Common Stock
issuable upon exercise of this Warrant or the termination of the restrictions on
such shares described in section 8.3(b), provided the holders of the Warrants
receive 30 days' notice of the termination of such restrictions.  The Company
shall give notice to the holder of this Warrant on September 30, 2004 and
September 1, 2005 if the right to exercise this Warrant will expire pursuant to
paragraph (i); provided that, if the Company shall fail to give notice on
               --------                                                  
September 1, 2005, this Warrant shall not expire until 5:00 p.m., New York City
time, on a date 30 days after the date the Company shall give such notice of the
expiration of the right to exercise this Warrant.

         17.   Persons Benefitting.  This Warrant shall be binding upon and 
               -------------------
inure to the benefit of the Company and its respective successors, assigns,
beneficiaries, executors and administrators, and the holder from time to time of
this Warrant. Nothing in this Agreement is intended or shall be construed to
confer upon any Person, other than the Company and the holder of this Warrant,
any right, remedy or claim under or by reason of this Warrant or any part
hereof.

         18.   Amendments.  The Company may, with the consent of the holders of
               ----------
at least 75% of the outstanding Warrants, by supplemental agreement or
otherwise, make any amendments to this Warrant, including section 3.3; provided,
                                                                       --------
however, without the consent of every holder affected thereby, the Company may
-------
not amend the definition of Warrant Price or amend Sections 2 or 3 (except
section 3.3) of this Warrant.

         19.   Payments to Warrantholders. Any payment by the Company with
               --------------------------
respect to the Warrants shall be made at the principal office of the Company,
located on the date hereof, at 9830 Patuxent Woods Drive, Columbia, Maryland
21046.

         20.   Registration Rights.  20.1.  Registration on Request.
               -------------------          ----------------------- 

         (a)   Request.  Upon the written request of one or more Initiating
               -------
     Holders, requesting that the Company effect the registration under the
     Securities Act of all or part of such Initiating Holders' Registrable
     Securities and specifying the intended method of disposition thereof, the
     Company will promptly give written notice of such requested registration to
     all registered holders of Registrable Securities, and thereupon the Company
     will use its best efforts to effect the registration under the Securities
     Act of

               (i)   the Registrable Securities which the Company has been so
         requested to register by such Initiating Holders for disposition in
         accordance with the intended method of disposition stated in such
         request,

                                       20
<PAGE>
 
               (ii)  all other Registrable Securities the holders of which shall
         have made a written request to the Company for registration thereof
         within 30 days after the giving of such written notice by the Company
         (which request shall specify the intended method of disposition of such
         Registrable Securities), and

               (iii) all shares of Common Stock which the Company or any other
         holder of Common Stock may elect to register in connection with the
         offering of Registrable Securities pursuant to this section 20.1,

     all to the extent requisite to permit the disposition (in accordance with
     the intended methods thereof as aforesaid) of the Registrable Securities
     and the additional shares of Common Stock, if any, so to be registered.

         No written request may be made pursuant to this section 20.1 prior to
     the eighth anniversary of September 4, 1992. Subject to section 20.1(e),
     the Company shall not be obligated to effect more than one registration
     pursuant to this paragraph whether or not all outstanding Registrable
     Securities are included in such registration.

         (b)   Expenses.  The Company will pay all Registration Expenses
               --------
     incurred in connection with any registration requested pursuant to this
     section 20.1, and underwriting discounts and commissions and transfer taxes
     and documentary stamp taxes, if any, relating to the sale or disposition by
     a holder of Registrable Securities shall be paid by such holder.

         (c)   Effective Registration Statement.  A registration requested
               --------------------------------
     pursuant to this section 20.1 shall not be deemed to have been effected 
     (i) unless a registration statement with respect thereto has become
     effective and remained effective for the period set forth in section
     20.3(ii), provided that a registration which does not become effective
               --------
     after the Company has filed a registration statement with respect thereto
     solely by reason of the refusal to proceed of the Initiating Holders (other
     than any refusal to proceed based upon advice of their counsel that the
     registration statement contains any untrue statement of a material fact or
     omits to state a material fact necessary to make the statements therein not
     misleading) shall be deemed to have been effected by the Company at the
     request of such Initiating Holders, (ii) if after it has become effective,
     such registration is interfered with by any stop order, injunction or other
     order or requirement of the Commission or other governmental agency or
     court for any reason, or (iii) if the conditions to closing specified in
     the purchase agreement or underwriting agreement entered into in connection
     with such registration are not satisfied, other than by reason of some act
     or omission by such Initiating Holders.

                                       21
<PAGE>
 
         (d)   Selection of Underwriters.  If a requested registration pursuant
               -------------------------
     to this section 20.1 involves an underwritten offering, the underwriter or
     underwriters thereof shall be selected by the Company, provided, that each
     managing underwriter shall be a nationally recognized investment banking
     firm.

         (e)   Priority in Requested Registrations.  If a requested registration
               -----------------------------------
     pursuant to section 20.1 involves an underwritten offering, and the
     managing underwriter shall advise the Company in writing (with a copy to
     each holder of Registrable Securities requesting registration) that, in its
     opinion, the number of securities requested to be included in such
     registration (including securities of the Company which are not Registrable
     Securities) exceeds the number which can be sold in such offering (i)
     within a price range acceptable to the holders of majority of the
     Registrable Securities so requested to be included or (ii) without
     otherwise materially and adversely affecting the offering of the shares
     being sold, then the Company will include in such registration, to the
     extent of the number which the Company is so advised can be sold in such
     offering, (A) first, all Registrable Securities requested to be registered,
                   -----
     and second, securities the Company proposes to sell and other securities of
         ------
     the Company included in such registration by the holders thereof and (B) in
     case the number of Registrable Securities the registration of which shall
     have been requested by all holders thereof shall in the aggregate exceed
     the maximum number of shares specified by such managing underwriter, the
     Registrable Securities the registration of which shall have been requested
     by each holder thereof shall be included in such registration on a pro rata
                                                                        --- ----
     basis in the proportion that such Registrable Securities the registration
     of which shall have been requested by such holder bears to the aggregate
     Registrable Securities the registration of which shall have been requested
     by all holders thereof. To the extent Registrable Securities are not
     included in the registration as a result of this section 20.1(e), the right
     of the holders thereof to register such Registrable Securities pursuant to
     this section 20.1 shall not be deemed to have been effected.

         20.2. Incidental Registration.
               ----------------------- 

         (a)   Right to Include Registrable Securities.  If the Company at any
               ---------------------------------------
     time proposes to register any of its Common Stock under the Securities Act
     (other than a registration (i) on Form S-4, S-8 or any similar forms, 
     (ii) in connection with the acquisition by the Company of another company
     or (iii) relating to shares of Common Stock issuable upon exercise of
     employee stock options or in connection with any employee benefit or
     similar plan of the Company), for sale, whether or not for its own account,
     on a form and in a manner that would permit registration of Registrable
     Securities for sale to the public under the Securities Act, it will give
     notice (the "Registration Notice") to the holders of Registrable Securities
     at least 40 calendar days

                                       22
<PAGE>
 
     prior to the anticipated filing date of the registration statement relating
     to such registration of its intention to do so, describing such securities
     and specifying the form and manner of the proposed registration (including,
     without limitation, (x) whether such registration will be in connection
     with an underwritten offering of the Common Stock and, if so, the identity
     of the investment banker (or investment bankers) managing the offering
     (collectively, the "managing underwriter") and whether such offering will
     be pursuant to a "best efforts" or "firm commitment" underwriting and (y)
     the price (net of any underwriting commissions, discounts and the like) at
     which the Registrable Securities, if any, are reasonably expected to be
     sold if disclosure of such price is acceptable to the managing
     underwriter).  Upon the written request of any such holder of Registrable
     Securities (a "Requesting Holder") to include in such proposed registration
     Registrable Securities for sale for his account, which notice is delivered
     to the Company within 30 calendar days after the Registration Notice is
     deemed to be given and which request shall specify the number of
     Registrable Securities intended to be disposed of by such Requesting
     Holder, the Company will effect the registration under the Securities Act
     of all of the Registrable Securities that the Company has been so requested
     to register; provided, however, that:
                  --------  -------       

               (i)   if, at any time after giving such written notice of its
         intention to register any securities and prior to the effective date of
         the registration statement filed in connection with such registration,
         the Company shall determine for any reason not to register such
         securities, the Company shall give written notice of such determination
         to each Requesting Holder, and thereupon shall be relieved of its
         obligation to register any Registrable Securities in connection with
         such registration (but not from its obligation to pay the Registration
         Expenses in connection therewith);

               (ii)  if such registration involves a firm commitment or best
         efforts underwritten offering (an "Underwritten Offering"), all
         Requesting Holders must sell their Registrable Securities to the
         underwriters selected by the Company on the same terms and conditions
         as apply to the Company or the other selling stockholders and must
         enter into the underwriting agreement which the Company or the other
         selling stockholders enter into and any other related agreements; and

               (iii) in case of a determination by the Company or the other
         selling stockholders to delay the registration of its equity
         securities, the Company shall be permitted to delay the registration of
         such Registrable Securities for the same period as the delay in
         registering such other equity securities.

                                       23
<PAGE>
 
         (b)   Expenses.  The Registration Expenses incurred in connection with
               --------
     each registration of Registrable Securities requested pursuant to this
     section 20.2 shall be paid by the Company, and each Requesting Holder shall
     pay all underwriting discounts and commissions and transfer taxes and
     documentary stamp taxes, if any, relating to the sale or disposition by
     such holder of Registrable Securities pursuant to a registration statement
     effected pursuant to this section 20.2.

         (c)   Priority in Incidental Registration. If a registration pursuant
               -----------------------------------
     to this section 20.2 involves an Underwritten Offering and the managing
     underwriter advises the Company that, in its judgment, the number of shares
     proposed to be included in such offering (including all Registrable
     Securities) exceeds the number which can be sold without having an adverse
     effect on such offering, including the price at which such securities can
     be sold, then the Company will promptly so advise each Requesting Holder
     and will include in such registration (i) first, the securities the Company
                                               -----
     or the person initiating such registration proposes to sell and 
     (ii) second, the number of such Registrable Securities and the number of
          ------
     Stockholders Securities, if any, requested to be included in such
     registration that, in the opinion of such managing underwriter, can be sold
     without having the adverse effect referred to above, such amount to be
     allocated pro rata among all such Requesting Holders and the holders of
     Stockholders Securities.

         (d)   Selection of Underwriters.  In connection with any Underwritten 
               -------------------------
     Offering pursuant to this section 20.2, the Company shall have the right to
     select the managing underwriter with respect to the offering.

         (e)   No registration effected under this section 20.2 shall relieve
     the Company of its obligations to effect any registration pursuant to
     section 20.1.

         20.3. Registration Procedures.  If and whenever the Company is required
               -----------------------
to use its best efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in section 20.1 or 20.2, the
Company will, as expeditiously as possible:

               (i)    prepare and file with the Commission, in the case of a
         registration pursuant to section 20.1, within 150 days after the
         request by the Initiating Holders to register their Registrable
         Securities, a registration statement with respect to such Registrable
         Securities on any form for which the Company then qualifies or which
         counsel for the Company shall deem appropriate, as the case may be, and
         which form shall be available for the sale of the Registrable
         Securities in accordance with the intended methods of distribution
         thereof, and use its best efforts to cause such registration statement
         to become and

                                       24
<PAGE>
 
         remain effective; provided that before filing with the Commission a
                           --------                                         
         registration statement or prospectus or any amendments or supplements
         thereto, the Company will (A) furnish to one counsel, selected by the
         holders of a majority of the Registrable Securities covered by such
         registration statement, copies of all such documents proposed to be
         filed, which documents will be subject to the timely review of such
         counsel, and (B) notify each holder of Registrable Securities covered
         by such registration statement of (x) any request by the Commission to
         amend such registration statement or amend or supplement any
         prospectus, or (y) any stop order issued or threatened by the
         Commission, and take all reasonable actions required to prevent the
         entry of such stop order or to remove it if entered;

               (ii)   prepare and file with the Commission such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective for a period of not less than 180 days or such
         shorter period which will terminate when all Registrable Securities
         covered by such registration statement have been sold (but not before
         the expiration of the 90-day period referred to in Section 4(3) of the
         Securities Act and Rule 174, or any successor thereto, thereunder, if
         applicable) and comply with the provisions of the Securities Act with
         respect to the disposition of all securities covered by such
         registration statement during such period in accordance with the
         intended methods of disposition by the seller or sellers thereof set
         forth in such registration statement;

               (iii)  furnish to each seller of Registrable Securities covered
         by the registration statement and to each underwriter, if any, of such
         Registrable Securities, without charge, such number of copies of such
         registration statement, each amendment and supplement thereto (in each
         case including all exhibits thereto), and the prospectus included in
         such registration statement (including each preliminary prospectus),
         and such other documents, as such holder may reasonably request, in
         order to facilitate the public sale or other disposition of the
         Registrable Securities owned by such holder;

               (iv)   use its best efforts to register or qualify such
         Registrable Securities covered by such registration statement under
         such other securities or blue sky laws of such jurisdictions as any
         seller thereof, and underwriter, if any, of Registrable Securities
         covered by such registration statement reasonably requests and do any
         and all other acts and things which may be reasonably necessary or
         advisable to enable such seller and each underwriter, if any, to
         consummate the disposition in such jurisdictions of the Registrable
         Securities owned by

                                       25
<PAGE>
 
         such holder; provided, however, that the Company shall not for any
                      --------  -------                                    
         such purpose be required to (A) qualify to do business as a foreign
         corporation in any jurisdiction where, but for the requirements of this
         section 20.3(iv), it is not then so qualified, (B) subject itself to
         taxation in any such jurisdiction, or (C) take any action which would
         subject it to consent to general or unlimited service of process in any
         such jurisdiction where it is not then so subject;

               (v)    use its best efforts to cause such Registrable Securities
         covered by such registration statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         necessary by virtue of the business and operations of the Company to
         enable the seller or sellers thereof to consummate the disposition of
         such Registrable Securities;

               (vi)   immediately notify each seller of Registrable Securities
         covered by such registration statement, at any time when a prospectus
         relating thereto is required to be delivered under the Securities Act,
         of the happening of any event which comes to the Company's attention
         if, as a result of such event, the prospectus included in such
         registration statement, as then in effect, includes any untrue
         statement of a material fact or omits to state a material fact
         necessary in order to make the statements made therein, in the light of
         the circumstances under which they were made, not misleading and, at
         the request of any such seller, deliver a reasonable number of copies
         of an amended or supplemental prospectus as may be necessary so that,
         as thereafter delivered to the purchasers of such Registrable
         Securities, such prospectus shall not include any untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements made therein, in the light of the circumstances
         under which they were made, not misleading;

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

               (viii) use its reasonable best efforts to cause all such
         Registrable Securities to be listed on a national securities exchange
         or the National Association of Securities Dealers National Market
         System, as the case

                                       26
<PAGE>
 
         may be, and to enter into such customary agreements including a
         listing application and indemnification agreement in customary form,
         provided that the applicable listing requirements are satisfied, and
         --------                                                            
         to provide a transfer agent and registrar for such Registrable
         Securities covered by such registration statement no later than the
         effective date of such registration statement;

               (ix)   use its best efforts to obtain a "cold comfort" letter
         from the independent public accountants for the Company in customary
         form and covering matters of the type customarily covered by such
         letters as the holders of a majority of the Registrable Securities
         being sold reasonably request and provided that such request is
         reasonable in the managing underwriter's point of view;

               (x)    execute and deliver all instruments and documents
         (including, in an Underwritten Offering, an underwriting agreement in
         customary form) and take such other actions and obtain such
         certificates and opinions as the holders of a majority of the
         Registrable Securities being sold reasonably request in order to effect
         an underwritten public offering of such Registrable Securities; the
         Company may require each seller of Registrable Securities as to which
         any registration is being effected to furnish to the Company such
         information regarding such seller and the distribution of such
         Registrable Securities as the Company may from time to time reasonably
         request in writing in connection with effecting such offering;

               (xi)   permit any seller which the Board of Directors determines
         in good faith after consultation with such seller and its advisors to
         be a controlling person of the Company (within the meaning of the
         Securities Act or the Exchange Act) to participate in the preparation
         of such registration statement and to include therein material,
         furnished to the Company in writing, which in the reasonable judgment
         of such seller should be included and which is acceptable to the
         Company.

         Each seller of Registrable Securities will, upon receipt of any notice
     from the Company of the happening of any event of the kind described in
     section 20.3(vi), forthwith discontinue disposition of the Registrable
     Securities pursuant to the registration statement covering such Registrable
     Securities until such seller's receipt of the copies of the supplemented or
     amended prospectus contemplated by section 20.3(vi), and, if so directed by
     the Company, such seller will deliver to the Company (at the Company's
     expense) all copies, other than permanent file copies, then in such
     seller's possession, of the prospectus covering such Registrable Securities
     at the time of receipt of such notice.

                                       27
<PAGE>
 
     20.4.  Underwritten Offerings.
            ---------------------- 

     (a)  If a registration pursuant to section 20.1 or 20.2 involves an
Underwritten Offering, each holder of Registrable Securities agrees, whether or
not such holder's Registrable Securities are included in such registration, not
to effect any public sale or distribution, including any sale pursuant to Rule
144 under the Securities Act, of any Registrable Securities, or of any security
convertible into or exchangeable or exercisable for any Registrable Securities
(other than as part of such Underwritten Offering), without the consent of the
managing underwriter, during a period commencing seven calendar days before and
ending 90 calendar days (or such number of days as the managing underwriter
shall designate, but not more than 180 days) after the effective date of such
registration.

     (b)  The Company agrees, if so required by the managing underwriter, not to
effect any public sale or distribution of Common Stock or securities convertible
into Common Stock during the seven days prior to and the 60 days after any
Underwritten Offering pursuant to section 20.1 has become effective, except as
part of such Underwritten Offering and except pursuant to registrations on Form
S-4 or S-8 or any similar forms.

     (c) If requested by the underwriters for any underwritten offering by
holders of Registrable Securities pursuant to a registration requested under
section 20.1, the Company will enter into an underwriting agreement with such
underwriters for such offering, such agreement to be reasonably satisfactory in
substance and form to the Company, each such holder and the underwriters, and to
contain such representations and warranties by the Company and such other terms
as are generally prevailing in agreements of this type, including, without
limitation, indemnities to the effect and to the extent provided in section
20.5. The holders of the Registrable Securities will cooperate with the Company
in the negotiation of the underwriting agreement and will give consideration to
the reasonable suggestions of the Company regarding the form thereof. The
holders of Registrable Securities to be distributed by such underwriters shall
be parties to such underwriting agreement.

                                       28
<PAGE>
 
     20.5.  Indemnification.
            --------------- 

     (a)  Indemnification by the Company. In the event of any registration of
          ------------------------------
any securities of the Company under the Securities Act pursuant to section 20.1
or 20.2, the Company will, and it hereby does, indemnify and hold harmless, to
the extent permitted by law, the holders of any Registrable Securities covered
by such registration statement, its directors, trustees and officers or general
and limited partners (and directors, trustees and officers thereof and, if such
holder is a portfolio or investment fund, its investment advisors or agents),
each other Person who participates as an underwriter in the offering or sale of
such securities and each other Person, if any, who controls such holder or any
such underwriter within the meaning of the Securities Act, as follows:

          (i)   against any and all loss, liability, claim, damage or expense,
     joint or several, arising out of or based upon an untrue statement or
     alleged untrue statement of a material fact contained, on the effective
     date thereof, in any registration statement (or any amendment or supplement
     thereto), including all documents incorporated therein by reference, or in
     any preliminary prospectus or prospectus (or any amendment or supplement
     thereto) or the omission or alleged omission therefrom of a material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading;

          (ii)  against any and all loss, liability, claim, damage and expense,
     joint or several, to the extent of the aggregate amount paid in settlement
     of any litigation, or investigation or proceeding by any governmental
     agency or body, commenced or threatened, or of any claim whatsoever based
     upon any such untrue statement or omission, or any such alleged untrue
     statement or omission, if such settlement is effected with the written
     consent of the Company; and

          (iii)  against any and all expense reasonably incurred by them in
     connection with investigating, preparing or defending against any
     litigation, or investigation or proceeding by any governmental agency or
     body, commenced or threatened, or any claim whatsoever based upon any such
     untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under
     subparagraph (i) or (ii) above;

provided, however, that this indemnity does not apply to any loss, liability,
--------  -------                                                            
claim, damage or expense to the extent arising out of an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with written information furnished to the Company

                                       29
<PAGE>
 
by or on behalf of any underwriter or such holder expressly for use in the
preparation of any registration statement (or any amendment thereto) or any
preliminary prospectus or prospectus (or any amendment or supplement thereto);
and provided, further, that the Company will not be liable to (i) any Person who
    --------  -------
participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning of
the Securities Act or (ii) any such holder, in each case, under the indemnity
agreement in this section 20.5(a), with respect to any preliminary prospectus or
the final prospectus or the final prospectus as amended or supplemented, as the
case may be, to the extent that any such loss, liability, claim, damage or
expense of such underwriter or controlling Person or such holder results from
the fact that such underwriter or holder sold Registrable Securities to a Person
to whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final prospectus or of the final prospectus as then
amended or supplemented, whichever is most recent, if the Company has previously
furnished copies thereof to such underwriter or holder. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such holder or any such director, trustee, officer, general or limited
partner, investment advisor or agent, underwriter or controlling Person and
shall survive the transfer of such securities by such holder.

     (b)  Indemnification by the Sellers. The Company may require, as a
          ------------------------------
condition to including any Registrable Securities in any registration statement
filed in accordance with section 20.1 or 20.2, that it shall have received an
undertaking, reasonably satisfactory to it, from the prospective seller of such
Registrable Securities or any underwriter, to indemnify and hold harmless (in
the same manner and to the same extent as set forth in section 20.5(a)) the
Company and its directors, officers and controlling Persons, and their
respective directors, officers, general and limited partners, managing
directors, and, in the case of an undertaking from a prospective seller of
Registrable Securities, any underwriter, and their respective controlling
Persons with respect to any statement or alleged statement in or omission or
alleged omission from such registration statement, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such seller or underwriter, specifically stating that
it is for use in the preparation of such registration statement, preliminary,
final or summary prospectus or amendment or supplement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company, any seller, or any underwriter, as the case may be, or
any of their respective directors, trustees, officers, controlling Persons,
general or limited partners or managing directors and shall survive the transfer
of such securities by

                                       30
<PAGE>
 
such underwriter. The obligations of the Company and such sellers pursuant to
this section 20.5 are to be several; provided, however, that, with respect to
                                     --------  -------
each claim pursuant to this section 20.5, the Company shall be liable for the
full amount of such claim and each such seller's maximum liability under this
section shall be limited to an amount equal to the net proceeds actually
received by such seller (after deducting any underwriting discount and expenses)
from the sale of Registrable Securities being sold pursuant to such registration
statement or prospectus by such seller.

     (c)  Notices of Claims, etc. Promptly after receipt by an indemnified party
hereunder of written notice of the commencement of any action or proceeding
involving a claim referred to in this section 20.5, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; provided,
                                                                 --------
however, that the failure of any indemnified party to give notice as provided
-------
herein shall not relieve the indemnifying party of its obligations under this
section 20.5, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, in which case the
indemnifying party shall not be liable for the fees and expenses of (i) more
than one counsel for all holders of Registrable Securities selected by a
majority of the holders of Registrable Securities being registered, (ii) more
than one counsel for the underwriters or (iii) more than one counsel for the
Company in connection with any one action or separate but similar or related
actions. An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.

     The indemnifying party will not, without the prior written consent of each
indemnified party, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action, suit or proceeding in

                                       31
<PAGE>
 
     respect of which indemnification may be sought hereunder (whether or not
     such indemnified party or any Person who controls such indemnified party is
     a party to such claim, action, suit or proceeding), unless such settlement,
     compromise or consent includes an unconditional release of such indemnified
     party from all liability arising out of such claim, action, suit or
     proceeding.

          Notwithstanding anything to the contrary set forth herein, and without
     limiting any of the rights set forth above, in any event any party will
     have the right to retain, at its own expense, counsel with respect to the
     defense of a claim; provided, however, that such counsel shall be required
                         --------  -------
     to cooperate with any counsel retained by the Company, unless they are
     adverse parties.

          (d)  Other Indemnification.  The Company and each seller of
               ---------------------
     Registrable Securities shall provide for the foregoing indemnity (with
     appropriate modifications) in any underwriting agreement with respect to
     any required registration or other qualification of securities under any
     federal or state law or regulation of any governmental authority other than
     the Securities Act .

          20.6.  Contribution.  If the indemnification provided for in section
                 ------------
20.5 is unavailable or insufficient to hold harmless an indemnified party under
section 20.5(a) or (b), then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in section 20.5(a) or (b) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other in connection with
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations,
including, without limitation, the relative benefits received by each party from
the offering of the Registrable Securities, the parties' relative knowledge and
access to information concerning the matter with respect to which the claim was
asserted and the opportunity to correct and prevent any statement or omission.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statements or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this section 20.6
were to be determined by pro rata or per capita allocation (even if the
underwriters 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 first sentence of this section 20.6. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this section 20.6 shall be deemed to
include any legal or other expenses reasonably

                                       32
<PAGE>
 
incurred by such indemnified party in connection with investigating or defending
any action or claim (which shall be limited as provided in section 20.5(c) if
the indemnifying party has assumed the defense of any such action in accordance
with the provisions thereof) which is the subject of this section 20.6.
Promptly after receipt by an indemnified party under this section 20.6 of notice
of the commencement of any action against such party in respect of which a claim
for contribution may be made against an indemnifying party under this section
20.6, such indemnified party shall notify the indemnifying party in writing of
the commencement thereof if the notice specified in section 20.5(c) has not been
given with respect to such action; provided that the omission so to notify the
                                   --------                                   
indemnifying party shall not relieve the indemnifying party from any liability
which it may have to any indemnified party otherwise under this section 20.6,
except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice.  The Company and each holder of Registrable Securities
agrees with each other and the underwriters of the Registrable Securities, if
requested by such underwriters, that (i) the underwriters' portion of such
contribution shall not exceed the underwriting discount and (ii) the amount of
such contribution of a seller of Registrable Securities shall not exceed an
amount equal to the net proceeds actually received by such seller from the sale
of Registrable Securities in the offering to which the losses, liabilities,
claims, damages or expenses of the indemnified parties relate.  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.

                                    JP FOODSERVICE, INC.


                                    By: /s/ George T. Megas
                                       ------------------------------
                                       Vice President-Finance


[Seal]


/s/ David M. Abramson
----------------------------
Secretary

                                       33
<PAGE>
 
                             FORM OF SUBSCRIPTION
                             --------------------

                [To be executed only upon exercise of Warrant]


To JP FOODSERVICE, INC.

          The undersigned registered holder of the within Warrant hereby
irrevocably exercises such Warrant for, and purchases thereunder,         shares
of Common Stock of JP FOODSERVICE, INC. and herewith makes payment of $
therefor, and requests that the certificates for such shares be issued in the
name of, and delivered to       , whose address is             . 

Dated:
                                    ----------------------------------- 
                                    (Signature must conform in all
                                    respects to name of holder as
                                    specified on the face of
                                    Warrant)


                                    -----------------------------------
                                            (Street Address)



                                    -----------------------------------
                                    (City)    (State)   (Zip Code)

                                       34
<PAGE>
 
                              FORM OF ASSIGNMENT
                              ------------------

                [To be executed only upon transfer of Warrant]


          For valued received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto        the rights represented
by such Warrant to purchase         shares of Common Stock of JP FOODSERVICE,
INC. to which such Warrant relates, and appoints        Attorney to make such
transfer on the books of JP FOODSERVICE, INC. maintained for such purpose, with
full power of substitution in the premises .


Dated:                              
                                    -----------------------------------
                                    (Signature must conform in all
                                    respects to name of holder as
                                    specified on the face of
                                    Warrant)


                                    -----------------------------------
                                            (Street Address)



                                    -----------------------------------
                                    (City)    (State)   (Zip Code)


Signed in the presence of:

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

                                       35
<PAGE>
 

          The issuance and sale of shares upon the exercise of this Warrant have
          not been registered under the Securities Act of 1933, as amended, and
          accordingly neither this Warrant nor any such shares may be
          transferred in the absence of such registration or an exemption
          therefrom under such Act. This Warrant and such shares may be
          transferred only in compliance with the conditions specified in this
          Warrant.



                             JP FOODSERVICE, INC.

                         Common Stock Purchase Warrant
                          Expiring September 30, 2005

No. W-2                                                        December 23, 1997
CUSIP No. 466232 11 3

  JP FOODSERVICE, INC., a Delaware corporation (herein, together with its
successors and assigns, the "Company"), for value received, hereby certifies
that Bankers Trust New York Corporation, or registered assigns, is entitled to
purchase from the Company 70,697 duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock, par value $.01 per share (the "Common
Stock") of the Company at the purchase price per share of $13.18696, at any time
or from time to time prior to 5:00 p.m., New York City time, on September 30,
2005 (or such other date as may be determined pursuant to section 16), all
subject to the terms, conditions and adjustments set forth below in this
Warrant.

  This Warrant is one of the Common Stock Purchase Warrants (the "Warrants",
such term to include all such warrants issued in exchange or substitution
therefor) originally issued by the Company in connection with the transactions
contemplated by the Agreement and Plan of Merger dated as of June 30, 1997, as
amended, among the Company, Hudson Acquisition Corp. and Rykoff-Sexton, Inc.  In
connection with such transactions, the Warrants were issued in replacement of
Common Stock Purchase Warrants dated May 17, 1996 of Rykoff-Sexton, Inc.
evidencing the right to purchase an aggregate of 331,761 shares of common stock
of Rykoff-Sexton, Inc.  The Warrants originally so issued evidence rights to
purchase an aggregate of 229,763 shares of Common Stock subject to adjustment as
provided herein.  Certain capitalized terms used in this Warrant are defined in
section 12; references to a "section" are, unless otherwise specified, to one of
the sections of this Warrant.
<PAGE>
 
  1.    Exercise of Warrant.  1.1.  Manner of Exercise.  This Warrant may be
        -------------------         ------------------                      
exercised by the holder hereof, in whole or in part, during normal business
hours on any Business Day, by surrender of this Warrant to the Company at its
principal office maintained pursuant to section 11.2(a), accompanied by (i) a
subscription in substantially the form attached to this Warrant (or a reasonable
facsimile thereof) duly executed by such holder, (ii) payment, in cash or by
certified or official bank check payable to the order of the Company in the
amount obtained by multiplying (a) the number of shares of Common Stock (without
giving effect to any adjustment thereof) designated in such subscription by (b)
$13.18696, whereupon such holder shall be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock
(or Other Securities determined as provided in sections 2 through 4) and (iii)
the written representation by such holder that:  (a) such holder is acquiring
the Common Stock being acquired by it pursuant to the exercise of this Warrant
for its own account for investment and not with a view to the distribution of
such Common Stock in violation of the Securities Act; and (b) (A) if such holder
is an insurance company, such holder is not acquiring the Common Stock or any
interest therein with assets allocated to any separate account maintained by
such holder in which any employee benefit plan (or its related trust) has any
interest or (B) if such holder is a bank, no part of the funds used to acquire
the Common Stock will be drawn from any trust fund or other account held by such
holder in which any employee benefit plan has any interest.  As used in this
section, the terms "employee benefit plan" and "separate account" shall have the
respective meanings assigned thereto in Section 3 of the Employee Retirement
Income Security Act of 1974, as amended.

  1.2.  When Exercise Effective.  Each exercise of this Warrant shall be deemed
        -----------------------                                                
to have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been surrendered to the Company as provided
in section 1.1, and at such time the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock (or Other Securities)
shall be issuable upon such exercise as provided in section 1.3 shall be deemed
to have become the holder or holders or record thereof.

  1.3.  Delivery of Stock Certificates, etc.  As soon as practicable after the
        ------------------------------------                                  
exercise of this Warrant, in whole or in part, and in any event within ten
Business Days thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof or, subject to section 8, as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, (a) a
certificate or certificates for the number of duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash in an
amount equal to the same fraction of the Market Price per share on the Business
Day next preceding the date of such exercise and (b) in case such exercise is in
part only, a new Warrant or Warrants of like tenor, calling in the aggregate on
the face or faces thereof for issuance of the number of

                                       2
<PAGE>
 
shares of Common Stock equal (without giving effect to any adjustment therein)
to the number of such shares called for on the face of this Warrant minus the
number of such shares so designated by such holder upon such exercise as
provided in section 1.1.

  2.    Adjustment of Common Stock Issuable Upon Exercise.  2.1.  General; 
        -------------------------------------------------         -------
Warrant Price.  The number of shares of Common Stock which the holder of this 
-------------
Warrant shall be entitled to receive upon each exercise hereof shall be
determined by multiplying the number of shares of Common Stock which would
otherwise (but for the provisions of this section 2) be issuable upon such
exercise, as designated by the holder hereof pursuant to section 1.1, by a
fraction of which (a) the numerator is $13.18696 and (b) the denominator is the
Warrant Price in effect on the date of such exercise. The "Warrant Price" shall
initially be $13.18696 per share, shall be adjusted and readjusted from time to
time as provided in this section 2 and, as so adjusted or readjusted, shall
remain in effect until a further adjustment or readjustment thereof is required
by this section 2.

  2.2.  Adjustment of Warrant Price; Issuance of Additional Shares of Common
        --------------------------------------------------------------------
Stock and Dividends.  (a) In case the Company at any time or from time to time
-------------------                                                           
after the date hereof shall issue or sell Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued pursuant to
section 2.3 or 2.4) without consideration or for a consideration per share less
than the Current Market Price, then, and in each such case, subject to section
2.7, such Warrant Price shall be reduced, concurrently with such issue or sale,
to a price (calculated to the nearest .001 of a cent) determined by multiplying
such Warrant Price by a fraction

        (i)  the numerator of which shall be (A) the number of shares of Common
  Stock outstanding immediately prior to such issue or sale plus (B) the number
  of shares of Common Stock which the aggregate consideration received by the
  Company for the total number of such Additional Shares of Common Stock so
  issued or sold would purchase at the Current Market Price per share, and

        (ii) the denominator of which shall be the number of shares of Common
  Stock outstanding immediately after such issue or sale,

provided that, for the purposes of this section 2.2, (x) immediately after any
--------                                                                      
Additional Shares of Common Stock are deemed to have been issued pursuant to
section 2.3 or 2.4, such Additional Shares of Common Stock shall be deemed to be
outstanding, and (y) treasury shares shall not be deemed to be outstanding and
the disposition of any thereof by the Company shall be considered an issuance or
sale of Additional Shares of Common Stock for purposes of this section 2.

  (b)  Extraordinary Dividends and Other Distributions.  In case the Company at
       -----------------------------------------------                         
any time or from time to time after the date hereof shall declare, order,

                                       3
<PAGE>
 
pay or set apart any sum or property for or make a dividend or other
distribution (including, without limitation, any distribution of other or
additional stock or other securities or property or Options by way of dividend
or spinoff, reclassification, recapitalization or similar corporate
rearrangement) on the Common Stock, other than any regular periodic dividend,
payable in cash out of earned surplus or net profits for the year in which the
dividend is incurred or the previous year, and other than a dividend payable in
Additional Shares of Common Stock (in which case the provisions of section 2.4
shall apply), then, and in each such case, subject to section 2.7, at the
irrevocable option of the Company made at the time of the notice referred to in
section 6(a), either

               (A)  the Warrant Price in effect immediately prior to the close
                    of business on the record date fixed for the determination
                    of holders of any class of securities entitled to receive
                    such dividend or distribution shall be reduced, effective as
                    of the close of business on such record date, to a price
                    (calculated to the nearest .001 of a cent) determined by
                    multiplying such Warrant Price by a fraction:

                    (x)  the numerator of which shall be the Current Market
                         Price in effect on such record date or, if the Common
                         Stock trades on an ex-dividend basis, on the date prior
                         to the commencement of ex-dividend trading, less the
                         amount of such dividend or distribution (as determined
                         in good faith in accordance with section 2.5 by a
                         resolution of the Board of Directors of the Company)
                         applicable to one share of Common Stock, and

                    (y)  the denominator of which shall be such Current Market
                         Price in effect on such record date or, if the Common
                         Stock trades on an ex-dividend basis, on the date prior
                         to the commencement of ex-dividend trading; or

               (B)  the Company shall pay over to each holder of Warrants,
                    immediately upon exercise thereof by such holder on or after
                    the payment date for such dividend or distribution, the
                    securities and other property (including cash) which such
                    holder would have received (together with all distributions
                    thereon) if such holder had exercised, immediately prior to
                    the record date fixed in connection with such dividend, the
                    Warrants held by it, and the Company shall take whatever
                    steps are necessary or appropriate to keep in reserve at all
                    times such securities and other property (including cash) as
                    shall be required to

                                       4
<PAGE>
 
                    fulfill its obligations hereunder in respect of the shares
                    issuable upon the exercise of all the Warrants.

     2.3.  Treatment of Options and Convertible Securities.  In case the Company
           -----------------------------------------------
at any time or from time to time after the date hereof shall issue, sell, grant
or assume, or shall fix a record date for the determination of holders of any
class of securities entitled to receive, any Options or Convertible Securities,
then, and in each such case, the maximum number of Additional Shares of Common
Stock (as set forth in the instrument relating thereto, without regard to any
provisions contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue, sale, grant or assumption or, in case such a record date
shall have been fixed, as of the close of business on such record date (or, if
the Common Stock trades on an ex-dividend basis, on the date prior to the
commencement of ex-dividend trading), provided that such Additional Shares of
                                      --------                               
Common Stock shall not be deemed to have been issued unless the consideration
per share (determined pursuant to section 2.5) of such shares would be less than
the Current Market Price on the date of and immediately prior to such issue,
sale, grant, or assumption or immediately prior to the close of business on such
record date (or, if the Common Stock trades on an ex-dividend basis, on the date
prior to the commencement of ex-dividend trading), as the case may be, and
provided, further, that in any such case in which Additional Shares of Common
--------  -------                                                            
Stock are deemed to be issued,

        (a)  no further adjustment of the Warrant Price shall be made upon the
     subsequent issue or sale of shares of Common Stock upon the exercise of
     such Options or the conversion or exchange of such Convertible Securities;

        (b)  if such Options or Convertible Securities by their terms provide,
     with the passage of time or otherwise, for any increase in the
     consideration payable to the Company, or decrease in the number of
     Additional Shares of Common Stock issuable, upon the exercise, conversion
     or exchange thereof (by change of rate or otherwise), the Warrant Price
     computed upon the original issue, sale, grant or assumption thereof (or
     upon the occurrence of the record date, or date prior to the commencement
     of ex-dividend trading, as the case may be, with respect thereto), and any
     subsequent adjustments based thereon, shall, upon any such increase or
     decrease becoming effective, be recomputed to reflect such increase or
     decrease insofar as it affects such Options, or the rights of conversion or
     exchange under such Convertible Securities, which are outstanding at such
     time;

        (c)  upon the expiration (or purchase by the Company and cancellation or
     retirement) of any such Options which shall not have been exercised or the
     expiration of any rights of conversion or exchange under any such
     Convertible Securities which (or purchase by the Company and any

                                       5
<PAGE>
 
     cancellation or retirement of any such Convertible Security the rights of
     conversion or exchange under which) shall not have been exercised, the
     Warrant Price computed upon the original issue, sale, grant or assumption
     thereof (or upon the occurrence of the record date, or date prior to the
     commencement of ex-dividend trading, as the case may be, with respect
     thereto), and any subsequent adjustments based thereon, shall, upon such
     expiration (or such cancellation or retirement, as the case may be), be
     recomputed as if (i) in the case of such Convertible Securities or Options
     for Common Stock, the only Additional Shares of Common Stock issued or sold
     were the Additional Shares of Common Stock, if any, actually issued or sold
     upon the exercise of such Options or the conversion or exchange of such
     Convertible Securities and the consideration received therefor was the
     consideration actually received by the Company for the issue, sale, grant
     or assumption of all such Options, whether or not exercised, plus the
     consideration actually received by the Company upon such exercise, or for
     the issuance or sale of all such Convertible Securities which were actually
     converted or exchanged, plus the additional consideration, if any, actually
     received by the Company upon such conversion or exchange; and (ii) in the
     case of such Options for Convertible Securities, only the Convertible
     Securities, if any, actually issued or sold upon the exercise thereof were
     issued at the time of the issuance, sale, grant or assumption of such
     Options, and the consideration received by the Company for the Additional
     Shares of Common Stock deemed to have then been issued was the
     consideration actually received by the Company for the issuance, sale,
     grant or assumption of all such Options, whether or not exercised, plus the
     consideration deemed to have been received by the Company (pursuant to
     section 2.5) upon the issuance or sale of the Convertible Securities with
     respect to which such Options were actually exercised;

        (d)  no readjustment pursuant to subdivision (b) or (c) above shall have
     the effect of increasing the Warrant Price by an amount in excess of the
     amount of the adjustment thereof originally made in respect of the issue,
     sale, grant or assumption of such Options or Convertible Securities;
     provided, however, that this provision shall take into account intervening
     --------  -------                                                         
     adjustments made to the Warrant Price pursuant to other provisions of
     section 2; and

        (e)  in the case of any such Options which expire by their terms not
     more than 45 days after the date of issue, sale, grant or assumption
     thereof, no adjustment of the Warrant Price shall be made until the
     expiration or exercise of all such Options, whereupon such adjustment shall
     be made in the manner provided in subdivision (c) above.

        2.4. Treatment of Stock Dividends, Stock Splits, etc.  In case the 
             ------------------------------------------------  
Company at any time or from time to time after the date hereof shall declare or
pay any dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of

                                       6
<PAGE>
 
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in Common Stock), then, and in each such case, Additional Shares of
Common Stock shall be deemed to have been issued (a) in the case of any such
dividend, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such subdivision, at the close of business
on the day immediately prior to the day upon which such corporate action becomes
effective.

        2.5.  Computation of Consideration.  For the purposes of this section 2,
              ----------------------------                                      

        (a)  the consideration for the issuance or sale of any Additional Shares
     of Common Stock shall, irrespective of the accounting treatment of such
     consideration:

             (i)   insofar as it consists of cash, be computed at the net amount
        of cash received by the Company,

             (ii)  insofar as it consists of property (including securities)
        other than cash, be computed at the fair market value thereof at the
        time of such issuance or sale, as determined in good faith by a
        resolution of the Board of Directors of the Company, and

             (iii) in case Additional Shares of Common Stock are issued or sold
        together with other stock or securities or other assets of the Company
        for a consideration which covers both, be the portion of such
        consideration so received, computed as provided in clauses (i) and (ii)
        above, allocable to such Additional Shares of Common Stock, all as
        determined in good faith by a resolution of the Board of Directors of
        the Company;

        (b)  Additional Shares of Common Stock deemed to have been issued
     pursuant to section 2.3, relating to Options and Convertible Securities,
     shall be deemed to have been issued for a consideration per share
     determined by dividing

             (i)  the total amount, if any, received and receivable by the
     Company as consideration for the issue, sale, grant or assumption of the
     Options or Convertible Securities in question, plus the minimum aggregate
     amount of additional consideration (as set forth in the instruments
     relating thereto, without regard to any provision contained therein for a
     subsequent adjustment of such consideration to protect against dilution)
     payable to the Company upon the exercise in full of such Options or the
     conversion or exchange of such Convertible Securities or, in the case of
     Options for Convertible Securities, the exercise of such Options for
     Convertible Securities and the conversion

                                       7
<PAGE>
 
     or exchange of such Convertible Securities, in each case computing
     such consideration as provided in the foregoing subdivision (a),

  by

        (ii) the maximum number of shares of Common Stock (as set forth in the
     instruments relating thereto, without regard to any provision contained
     therein for a subsequent adjustment of such number to protect against
     dilution) issuable upon the exercise of such Options or the conversion or
     exchange of such Convertible Securities; and

     (c)  Additional Shares of Common Stock deemed to have been issued pursuant
  to section 2.4, relating to stock dividends, stock splits, etc., shall be
  deemed to have been issued for no consideration.

     2.6.  Adjustments for Combinations, etc.  In case the outstanding shares of
           ----------------------------------                                   
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Warrant Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

     2.7.  Minimum Adjustment of Warrant Price. If the amount of any adjustment
           -----------------------------------    
of the Warrant Price required pursuant to this section 2 would be less than one
percent (1%) of the Warrant Price in effect at the time such adjustment is
otherwise so required to be made, such amount shall be carried forward and
adjustment with respect thereto made at the time of and together with any
subsequent adjustment which, together with such amount and any other amount or
amounts so carried forward, shall aggregate at least one percent (1%) of such
Warrant Price; provided, however, that upon the exercise of any Warrant, all
               --------  -------                                            
necessary adjustments (calculated to the nearest .001 of a cent) not theretofore
made to the Warrant Price relating thereto by reason of the initial clause of
this sentence, up to and including the date of such exercise, shall be made.

     3.    Consideration, Merger, etc. 3.1. Adjustments for Consolidation,
           ---------------------------      ------------------------------
Merger, Sale of Assets, Reorganization, etc. In case the Company after the date
--------------------------------------------
hereof (a) shall consolidate with or merge into any other Person and shall not
be the continuing or surviving corporation of such consolidation or merger, or
(b) shall permit any other Person to consolidate with or merge into the Company
and the Company shall be the continuing or surviving Person but, in connection
with such consolidation or merger, the Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other
property, or (c) shall sell, lease or transfer or otherwise dispose of all or
substantially all of its properties or assets to any other Person and thereafter
shall be dissolved, or (d) shall effect a capital reorganization or
reclassification (other than a

                                       8
<PAGE>
 
reclassification described in Section 2.4 or 2.6) of the Common Stock then, and
in the case of each such transaction, proper provision shall be made so that,
upon the basis and the terms and in the manner provided in this Warrant, the
holder of this Warrant, upon the exercise hereof at any time after the
consummation of such transaction, shall be entitled to receive (at the aggregate
Warrant Price in effect at the time of such consummation for all Common Stock
issuable upon such exercise immediately prior to such consummation), in lieu of
the Common Stock issuable upon such exercise prior to such consummation, the
stock and other securities, cash and property to which such holder would have
been entitled upon such consummation if such holder had exercised the rights
represented by this Warrant immediately prior thereto, subject to adjustments
(subsequent to such corporate action) as nearly equivalent as possible to the
adjustments provided for in section 2 and this section 3.

  3.2.  Assumption of Obligations.  Notwithstanding anything contained in the
        -------------------------                                            
Warrants to the contrary, the Company will not effect any of the transactions
described in clauses (a) through (d) of section 3.1 unless, prior to the
consummation thereof, each Person (other than the Company) which may be required
to deliver any stock, securities, cash or property upon the exercise of this
Warrant as provided herein shall assume, by written instrument delivered to, and
reasonably satisfactory to, the holders of at least a majority of the shares of
Common Stock issuable upon exercise of all the then outstanding Warrants, (a)
the obligations of the Company under this Warrant (and if the Company shall
survive the consummation of such transaction, such assumption shall be in
addition to, and shall not release the Company from, any continuing obligations
of the Company under this Warrant), and (b) the obligation to deliver to such
holder such shares of stock, securities, cash or property as, in accordance with
the foregoing provisions of this section 3, such holder may be entitled to
receive, and such Person shall have similarly delivered to such holder an
opinion of counsel for such Person, which counsel shall be reasonably
satisfactory to the holders of at least a majority of the shares of Common Stock
issuable upon exercise of all the then outstanding Warrants, stating that this
Warrant shall thereafter continue in full force and effect and the terms hereof
(including, without limitation, all of the provisions of this section 3) shall
be applicable to the stock, securities, cash or property which such Person may
be required to deliver upon any exercise of this Warrant or the exercise of any
rights pursuant hereto.

  3.3.  Other Dilutive Events.  In case any event shall occur as to which the
        ---------------------                                                
provisions of section 2 or section 3 are not strictly applicable but the failure
to make any adjustment would not, in the reasonable opinion of the holders of a
majority of the shares of Common Stock issuable upon exercise of the Warrants or
the Company, fairly protect the purchase rights represented by any Warrant in
accordance with the essential intent and principles of such sections, then, in
each such case, upon the written request of the holders of a majority of the
shares of Common Stock issuable upon exercise of the Warrants, the Company
shall, at its cost and expense, appoint a firm of independent certified public
accountants of

                                       9
<PAGE>
 
national standing (which may be the regular auditors of the Company), which
shall give their opinion upon the adjustment, if any, on a basis consistent with
the essential intent and principles established in sections 2 and 3, necessary
to preserve, without dilution, the purchase rights represented by such Warrant.
Upon receipt of such opinion, the Company will promptly mail a copy thereof to
each holder of Warrants and upon the request of the holders of a majority of the
shares of Common Stock issuable upon exercise of the Warrants, shall make the
adjustments described therein.

  4.  Prohibited Actions.  The Company will not, by amendment of its certificate
      ------------------                                                        
or articles of incorporation or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issuance or sale of securities
or any other voluntary action, avoid the observance or performance of any of the
terms of this Warrant.  Without limiting the generality of the foregoing, the
Company (a) will not permit the par value of any shares of Common Stock
receivable upon the exercise of this Warrant to exceed the amount payable
therefor upon such exercise, (b) will take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock on the exercise of the Warrants
from time to time outstanding and (c) will not take any action which results in
any adjustment of the Warrant Price if the total number of shares of Common
Stock (or Other Securities) issuable after the action upon the exercise of all
of the Warrants would exceed the total number of shares of Common Stock (or
Other Securities) then authorized by the Company's certificate or articles of
incorporation and available for the purpose of issue upon such exercise.

  5.  Report as to Adjustments.  In each case of any adjustment or readjustment
      ------------------------                                                 
in the shares of Common Stock (or Other Securities) issuable upon the exercise
of this Warrant, the Company will promptly compute such adjustment or
readjustment in accordance with the terms of this Warrant and prepare a report
setting forth such adjustment or readjustment and showing in reasonable detail
the method of calculation thereof and the facts upon which such adjustment or
readjustment is based, including a statement of (a) the number of shares of
Common Stock outstanding or deemed to be outstanding, (b) the Warrant Price in
effect immediately prior to such adjustment and as adjusted and readjusted (if
required by section 2) on account thereof, and (c) the consideration received or
to be received by the Company for any Additional Shares of Common Stock issued
or sold or deemed to have been issued.  The Company will mail, within 30 days of
such event requiring such adjustment, a copy of each such report to each holder
of a Warrant and will, upon the written request at any time of any holder of a
Warrant, furnish to such holder a like report setting forth the Warrant Price at
the time in effect and showing in reasonable detail how it was calculated.  The
Company will also keep copies of all such reports and the reports referred to in
the last sentence of this section 5 at its principal office and will cause the
same to be available for inspection at such office during normal business hours
by any holder of a Warrant or its representatives or any prospective purchaser
of a Warrant designated by the

                                       10
<PAGE>
 
holder thereof.  In addition to the report referred to above, the holders of not
less than a majority of the Common Stock issuable upon exercise of the
outstanding Warrants may request the Company, at the Company's cost and expense,
to cause independent certified public accountants of national standing (which
may be the regular auditors of the Company) to verify such computation and will
deliver to each holder a report showing in reasonable detail how such
verification was effected.

  6.  Notices of Corporate Action.  In the event of
      ---------------------------                  

      (a)  any taking by the Company of a record of the holders of any class of
  securities for the purpose of determining the holders thereof who are entitled
  to receive any dividend (other than a regular periodic dividend, payable in
  cash out of earned surplus or net profits for the year in which the dividend
  is incurred or the previous year) or other distribution, or any right to
  subscribe for, purchase or otherwise acquire any shares of stock of any class
  or any other securities or property, or to receive any other right, which
  notice in the case of a dividend or distribution of the type described in
  section 2.2 shall inform each holder of a Warrant of the Company's option
  under such section, or

      (b)  any capital reorganization of the Company, any reclassification or
  recapitalization of the capital stock of the Company or any consolidation or
  merger involving the Company and any other Person or any transfer of all or
  substantially all the assets of the Company to any other Person, or

      (c)  any voluntary or involuntary dissolution, liquidation or winding up
     of the Company,

the Company will mail to each holder of a Warrant a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding up.  Such notice shall be
mailed at least 20 days prior to the date therein specified.

  7.  Registration of Common Stock.  If any shares of Common Stock required to
      ----------------------------                                            
be reserved for purposes of exercise of this Warrant require registration with
or approval of any governmental authority under any federal or state law

                                       11
<PAGE>
 
(other than the Securities Act) before such shares may be issued upon exercise,
the Company will, at its expense and as expeditiously as possible, use its best
efforts to cause such shares to be duly registered or approved, as the case may
be.  At any such time, but only for so long, as Common Stock is registered under
the Exchange Act and listed on any national securities exchange, the Company
will, at its expense, obtain promptly and maintain the approval for listing in
each such exchange, upon official notice of issuance, the shares of Common Stock
issuable upon exercise of the then outstanding Warrants and maintain the listing
of such shares after their issuance; and the Company will also list on such
national securities exchange, will register under the Exchange Act and will
maintain, for so long as any shares of Common Stock are listed, such listing of,
any Other Securities that at any time are issuable upon exercise of the
Warrants, if and at the time that any securities of the same class shall be
listed on such national securities exchange by the Company.

  8.  Restrictions on Transfer.  8.1.  Restrictive Legends.  Except as otherwise
      ------------------------         -------------------                      
permitted by this section 8, each Warrant (including each Warrant issued upon
the transfer of any Warrant) shall be stamped or otherwise imprinted with a
legend in substantially the following form:

     "The issuance and sale of shares upon the exercise of this Warrant have not
  been registered under the Securities Act of 1933, as amended, and accordingly
  neither this Warrant nor any such shares may be transferred in the absence of
  such registration or any exemption therefrom under such Act. This Warrant and
  such shares may be transferred only in compliance with the conditions
  specified in this Warrant."

Except as otherwise permitted by this section 8, each certificate for Common
Stock (or Other Securities) issued upon the exercise of any Warrant, and each
certificate issued upon the transfer of any such Common Stock (or Other
Securities), shall be stamped or otherwise imprinted with a legend in
substantially the following form:

     "The issuance and sale of the securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended, and such
securities may not be transferred except pursuant to an effective registration
statement, or an exemption from registration, under said Act."

  8.2.  Notice of Proposed Transfer; Opinions of Counsel.  Prior to any transfer
        ------------------------------------------------                        
of any Restricted Securities which are not registered under an effective
registration statement under the Securities Act, the holder thereof will give
written notice to the Company of such holder's intention to effect such transfer
and to comply in all other respects with this section 8.2.  Each such notice (1)
shall describe the manner and circumstances of the proposed transfer and (2) be

                                       12
<PAGE>
 
accompanied by (a) an opinion of counsel for the holder or, if agreed to by the
Board of Directors of the Company, an opinion of counsel to the Company, which
opinion shall be reasonably satisfactory to the Company or (b) a no-action
letter from the Commission addressed to the Company, such holder or either of
their counsel to the effect that no registration statement is required because
of the availability of an exemption from registration under the Securities Act.

  8.3.  Termination of Restrictions.  The restrictions imposed by this section 8
        ---------------------------                                             
upon the transferability of Restricted Securities shall cease and terminate as
to any particular Restricted Securities (a) when such securities shall have been
effectively registered under the Securities Act or (b) when, in the opinion of
counsel for the holder thereof, which opinion shall be reasonably satisfactory
to the Company, such restrictions are no longer required in order to insure
compliance with the Securities Act.  Whenever such restrictions shall cease and
terminate as to any Restricted Securities, the holder thereof shall be entitled
to receive from the Company, without expense (other than applicable transfer
taxes, if any), new securities of like tenor not bearing the applicable legends
required by section 8.1.

  8.4.  Expenses; Benefits to Certain Transferees. The Company will pay the
        -----------------------------------------                          
reasonable fees, expenses and disbursements of counsel for the holder of
Restricted Securities (other than in-house counsel) and counsel for the Company
in connection with all opinions rendered pursuant to this section 8.

  9.  Availability of Information.  The Company will comply with the reporting
      ---------------------------                                             
requirements of Section 13 and 15(d) of the Exchange Act and will comply with
all other public information reporting requirements of the Commission (including
Rule 144 promulgated by the Commission under the Securities Act) from time to
time in effect and relating to the availability of an exemption from the
Securities Act for the sale of any Restricted Securities.  The Company will also
cooperate with each holder of any Restricted Securities in supplying such
information as may be necessary for such holder to complete and file any
information reporting forms presently or hereafter required by the Commission as
a condition to the availability of an exemption from the Securities Act for the
sale of any Restricted Securities.  The Company will furnish to each holder of
any Warrants, within 15 days upon their becoming available, copies of all
financial statements, reports, notices and proxy statements sent or made
available generally by the Company to its stockholders, and copies of all
regular and periodic reports filed by the Company with any securities exchange
or with the Commission.  If the Company is not required to file such reports
with the Commission, it shall furnish to each holder of any Warrants, (i) as
soon as practicable after the end of each fiscal year (but not later than 120
days), audited consolidated financial statements of the Company together with
the report of the independent certified public accountant, (ii) as soon as
practicable after the end of each of the first three quarters of each fiscal
year (but not later than 60 days), consolidated financial information and
statements of the Company for such quarter, and (iii) material disclosure items
the Company would be required to disclose pursuant to Form 8-K (or a successor
form)

                                       13
<PAGE>
 
under the Exchange Act, but only when and to the extent the Company provides
such information to any of its lenders or other securityholders or to any
lenders or securityholders of its Affiliates.

  10.  Reservation of Stock, etc.  The Company will at all times reserve and
       -------------------------                                            
keep available, solely for issuance and delivery upon exercise of the Warrants,
the number of shares of Common Stock (or Other Securities) from time to time
issuable upon exercise of all Warrants at the time outstanding.  All such
securities issuable upon exercise of any Warrants shall be duly authorized and,
when issued upon such exercise, shall be validly issued and, in the case of
shares, fully paid and nonassessable with no liability on the part of the
holders thereof.

  11.  Ownership, Transfer and Substitution of Warrants.  11.1.  Ownership of
       ------------------------------------------------          ------------
Warrants.  The Company may treat the person in whose name any Warrant is
--------                                                                
registered on the register kept at the principal office of the Company as the
owner and holder thereof for all purposes, notwithstanding any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes, notwithstanding any notice to the
contrary.  Subject to section 8, a Warrant, if properly assigned, may be
exercised by a new holder without a new Warrant first having been issued.

  11.2.  Office; Transfer and Exchange of Warrants.
         ----------------------------------------- 

  (a)  The Company will maintain its principal office within the continental
boundaries of the United States and all notices, presentations and demands in
respect of this Warrant may be made upon it at such location.

  (b)  Upon the surrender of any Warrant, properly endorsed, for registration of
transfer or for exchange at the principal office of the Company, the Company at
its expense will (subject to compliance with section 8, if applicable) execute
and deliver to or upon the order of the holder thereof a new Warrant or Warrants
of like tenor, in the name of such holder or as such holder (upon payment by
such holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant or Warrants so surrendered.

  11.3.  Replacement of Warrants.  Upon receipt of evidence reasonably
         -----------------------                                      
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant (which, in the case of a holder of a Warrant which is an insurance
company (as defined in the Securities Act), an investment company registered
under the Investment Company Act of 1940, any employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, any
domestic or foreign bank, savings and loan association (as defined in Section

                                       14
<PAGE>
 
(a)(1)(vi) of Rule 144A under the Securities Act) or an original holder of this
Warrant and its nominee (an "institutional holder"), may be a written statement
as to such loss, theft, destruction or mutilation, which statement shall be
reasonably satisfactory in form and substance to the Company) and, in the case
of any such loss, theft or destruction of any Warrant, upon delivery of
indemnity (which, in the case of an institutional holder of a Warrant, may be
such holder's unsecured written agreement of indemnity) reasonably satisfactory
to the Company in form and amount or, in the case of any such mutilation, upon
surrender of such Warrant for cancellation at the principal office of the
Company, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

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

  Additional Shares of Common Stock:  All shares (including treasury shares) of
  ---------------------------------                                            
Common Stock issued or sold (or deemed issued or sold pursuant to section 2.3 or
2.4) by the Company after the date hereof, whether or not subsequently
reacquired or retired by the Company, other than shares issued upon the exercise
of the Warrants.

  Affiliate:  With respect to a Person, any other Person that directly, or
  ---------                                                               
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, such Person.

  Business Day:  Any day other than a Saturday or a Sunday or a day on which
  ------------                                                              
commercial banking institutions in the City of New York are authorized by law to
be closed.  Any reference to "days" (unless Business Days are specified) shall
mean calendar days.

  Commission:  The Securities and Exchange Commission or any other federal
  ----------                                                              
agency at the time administering the Securities Act.

  Common Stock:  As defined in the introduction to this Warrant, such term to
  ------------                                                               
include any stock into which such Common Stock shall have been changed or any
stock resulting from any reclassification of such Common Stock, and all other
stock of any class or classes (however designated) of the Company the holders of
which have the right, without limitation as to amount, either to all or to a
share of the dividends and liquidating dividends after the payment of dividends
and distributions on any shares entitled to preference.

  Company:  As defined in the introduction to this Warrant, such term to include
  -------                                                                       
any corporation which shall succeed to or assume the obligations of the Company
hereunder in compliance with section 3.

                                       15
<PAGE>
 
  Convertible Securities:  Any evidences of indebtedness, shares of stock (other
  ----------------------                                                        
than Common Stock) or other securities directly or indirectly convertible into
or exchangeable for Common Stock.

  Current Market Price:  On any date specified herein, the average daily Market
  --------------------                                                         
Price during the period of the most recent 20 days, ending on such date, on
which the national securities exchanges were open for trading, except that if no
Common Stock is then listed or admitted to trading on any national securities
exchange or quoted in the over-the-counter market, the Current Market Price
shall be the Market Price on such date.

  Exchange Act:  The Securities Exchange Act of 1934, or any similar federal
  ------------                                                              
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.

  Independent Financial Expert:  A nationally recognized investment banking firm
  ----------------------------                                                  
that does not have a direct or indirect financial interest in the Company or any
of its affiliates and has not been and, at the time it is called upon to give
independent financial advice to the Company, is not (and none of whose
directors, officers, employees or affiliates is) a promoter, director or officer
of the Company or any of its affiliates, and has not been retained to provide,
within the past two years, any advice or opinions to the Company or any of its
affiliates except as an Independent Financial Expert.

  Initiating Holders:  Any holder or holders of Registrable Securities holding
  ------------------                                                          
at least a majority of the Registrable Securities by number of shares at the
time and initiating a request pursuant to section 20.1 for the registration of
all or part of such holder's or holders' Registrable Securities.

  Market Price:  On any date specified herein, the amount per share of the
  ------------                                                            
Common Stock, equal to (a) the last sale price of such Common Stock, regular
way, on such date or, if no such sale takes place on such date, the average of
the closing bid and asked prices thereof on such date, in each case as
officially reported on the principal national securities exchange on which such
Common Stock is then listed or admitted to trading, or (b) if such Common Stock
is not then listed or admitted to trading on any national securities exchange
but is designated as a national market system security by the NASD, the last
trading price of the Common Stock on such date, or (c) if there shall have been
no trading on such date or if the Common Stock is not so designated, the average
of the closing bid and asked prices of the Common Stock on such date as shown by
the NASD automated quotation system, or (d) if such Common Stock is not then
listed or admitted to trading on any national exchange or quoted in the over-
the-counter market, the fair value thereof determined in good faith by the Board
of Directors of the Company as of the last day of the most recently completed
fiscal quarter of the Company; provided that, at the request of the holders of a
                               --------                                         
majority of the outstanding Warrants, such fair value determined by the Board of
Directors must be confirmed

                                      16
<PAGE>
 
in writing to the holders by an Independent Financial Expert, which shall be
selected by the Board of Directors of the Company, and retained on customary
terms and conditions and at the expense of the Company, the Independent
Financial Expert shall use one or more valuation methods that the Independent
Financial Expert, in its best professional judgment, determines to be most
appropriate.  The Independent Financial Expert shall consult with management of
the Company in order to allow management to comment on the Independent Financial
Expert's valuation.

  NASD:  The National Association of Securities Dealers, Inc.
  ----                                                       

  Options:  Rights, options and warrants, except for any rights, options or
  -------                                                                  
warrants distributed to members of the management of the Company or any direct
or indirect subsidiary of the Company, to subscribe for, purchase or otherwise
acquire Common Stock or Convertible Securities.

  Other Securities:  Any stock (other than Common Stock) and other securities of
  ----------------                                                              
the Company or any other Person (corporate or otherwise) which the holders of
the Warrants at any time shall be entitled to receive, or shall have received,
upon the exercise of the Warrants, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been issued in exchange for or
in replacement of Common Stock or Other Securities pursuant to section 3 or
otherwise.

  Person:  A corporation, an association, a partnership, an organization, a
  ------                                                                   
business, an individual, a government or political subdivision thereof or a
governmental agency.

  Registrable Securities:  All shares of Common Stock issued or issuable upon
  ----------------------                                                     
exercise of the Warrants and any other securities of the Company or any of its
subsidiaries issued in exchange for, upon a reclassification, combination or
subdivision of, or in a distribution with respect to, such Common Stock or in
connection with a merger, consolidation or other reorganization of the Company.
As to any particular Registrable Securities that have been issued, such
securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of under such registration statement, (ii) such securities have been distributed
to the public pursuant to Rule 144 promulgated under the Securities Act, (iii)
such securities shall have been otherwise transferred or disposed of, new
certificates therefor not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent transfer or disposition of
such securities shall not require registration or qualification of such
securities under the Securities Act or any similar state law then in force, or
(iv) such securities shall have ceased to be outstanding.


                                      17
<PAGE>
 
  Registration Expenses:  Any and all out-of-pocket expenses incident to the
  ---------------------                                                     
Company's performance of or compliance with section 20 hereof, including,
without limitation, all Commission, stock exchange or NASD registration, filing
and listing fees, all fees and expenses of complying with securities and blue
sky laws (including the reasonable fees and disbursements of counsel in
connection with blue sky qualifications and NASD filings), all fees and expenses
of the transfer agent and registrar for the Common Stock, all printing expenses,
the fees and disbursements of counsel for the Company and the Company's
independent public accountants, including the expenses of any special audits
and/or "cold comfort" letters required by or incident to such performance and
compliance, and the reasonable fees and disbursements of one counsel retained by
the holders of Registrable Securities being registered to represent such group
of holders (which counsel shall be satisfactory to the holders of a majority of
the shares of Registrable Securities being registered), but excluding
underwriting discounts and commissions and applicable transfer and documentary
stamp taxes, if any, which shall be borne by the seller of the securities in all
cases.

  Registration Rights Agreement:  The Registration Rights Agreement dated as of
  -----------------------------                                                
May 17, 1996 among Rykoff-Sexton, Inc., Merrill Lynch Capital Appreciation
Partnership No. B-XVIII, L.P., Merrill Lynch KECALP L.P. 1994, ML Offshore LBO
Partnership No. B-XVIII, ML IBK Positions, Inc., MLCP Associates L.P. No. II,
Merrill Lynch KECALP L.P. 1991, Merrill Lynch Capital Appreciation Partnership
No. XIII, L.P., ML Offshore LBO Partnership No. XIII, ML Employees LBO
Partnership No. I, L.P., Merrill Lynch KECALP L.P. 1987, Merchant Banking L.P.
No. II, MLCP Associates L.P. No. IV, The Equitable Life Assurance Society of the
United States, Equitable Deal Flow Fund, L.P., Equitable Variable Life Insurance
Company and Frank H. Bevevino.

  Restricted Securities:  All of the following: (a) any Warrants bearing the
  ---------------------                                                     
applicable legend or legends referred to in section 8.1, (b) any shares of
Common Stock which have been issued upon the exercise of Warrants and which are
evidenced by a certificate or certificates bearing the applicable legend or
legends referred to in such section and (c) any shares of Common Stock which are
at the time issuable upon the exercise of Warrants and which, when so issued,
will be evidenced by a certificate or certificates bearing the applicable legend
or legends referred to in such section.

  Securities Act:  The Securities Act of 1933, or any similar federal statute,
  --------------                                                              
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.

  Stockholders Securities:  Securities proposed to be sold by those stockholders
  -----------------------                                                       
who exercise their registration rights pursuant to section 4 of the Registration
Rights Agreement.

  Warrant Price:  As defined in section 2.1.
  -------------                             


                                      18
<PAGE>
 
  Warrants:  As defined in the introduction to this Warrant.
  --------                                                  

  13.  No Rights or Liabilities as Stockholder.  Nothing contained in this
       ---------------------------------------                            
Warrant shall be construed as conferring upon the holder hereof any rights as a
stockholder of the Company or as imposing any obligation on such holder to
purchase any securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

  14.  Notices.  All notices and other communications under this Warrant shall
       -------                                                                
be in writing and shall be mailed by registered or certified mail, return
receipt requested, addressed (a) if to any holder of any Warrant, at the
registered address of such holder as set forth in the register kept at the
principal office of the Company, or (b) if to the Company, to the attention of
its Senior Vice President and General Counsel at its principal office, provided
                                                                       --------
that the exercise of any Warrant shall be effective in the manner provided in
section 1.

  15.  Miscellaneous.  This Warrant shall be construed and enforced in
       -------------                                                  
accordance with and governed by the laws of the State of New York.  The section
headings in this Warrant are for purposes of convenience only and shall not
constitute a part hereof.  In case any provision in this Warrant shall be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

  16.  Expiration.  The right to exercise this Warrant shall expire at 5:00
       ----------                                                          
p.m., New York City time, on the earlier of (i) September 30, 2005 and (ii) the
registration pursuant to section 20 of all of the shares of Common Stock
issuable upon exercise of this Warrant or the termination of the restrictions on
such shares described in section 8.3(b), provided the holders of the Warrants
receive 30 days' notice of the termination of such restrictions.  The Company
shall give notice to the holder of this Warrant on September 30, 2004 and
September 1, 2005 if the right to exercise this Warrant will expire pursuant to
paragraph (i); provided that, if the Company shall fail to give notice on
               --------                                                  
September 1, 2005, this Warrant shall not expire until 5:00 p.m., New York City
time, on a date 30 days after the date the Company shall give such notice of the
expiration of the right to exercise this Warrant.

  17.  Persons Benefitting.  This Warrant shall be binding upon and inure to the
       -------------------                                                      
benefit of the Company and its respective successors, assigns, beneficiaries,
executors and administrators, and the holder from time to time of this Warrant.
Nothing in this Agreement is intended or shall be construed to confer upon any
Person, other than the Company and the holder of this Warrant, any right, remedy
or claim under or by reason of this Warrant or any part hereof.


                                      19
<PAGE>
 
          18.  Amendments. The Company may, with the consent of the holders of
               ----------
at least 75% of the outstanding Warrants, by supplemental agreement or
otherwise, make any amendments to this Warrant, including section 3.3; provided,
                                                                       --------
however, without the consent of every holder affected thereby, the Company may
-------
not amend the definition of Warrant Price or amend Sections 2 or 3 (except
section 3.3) of this Warrant.

          19.  Payments to Warrantholders. Any payment by the Company with
               --------------------------
respect to the Warrants shall be made at the principal office of the Company,
located on the date hereof, at 9830 Patuxent Woods Drive, Columbia, Maryland
21046.

          20.  Registration Rights.  20.1.  Registration on Request.
               -------------------          -----------------------

          (a)  Request. Upon the written request of one or more Initiating
               -------
     Holders, requesting that the Company effect the registration under the
     Securities Act of all or part of such Initiating Holders' Registrable
     Securities and specifying the intended method of disposition thereof, the
     Company will promptly give written notice of such requested registration to
     all registered holders of Registrable Securities, and thereupon the Company
     will use its best efforts to effect the registration under the Securities
     Act of

               (i)   the Registrable Securities which the Company has been so
          requested to register by such Initiating Holders for disposition in
          accordance with the intended method of disposition stated in such
          request,

               (ii)  all other Registrable Securities the holders of which shall
          have made a written request to the Company for registration thereof
          within 30 days after the giving of such written notice by the Company
          (which request shall specify the intended method of disposition of
          such Registrable Securities), and

               (iii) all shares of Common Stock which the Company or any other
          holder of Common Stock may elect to register in connection with the
          offering of Registrable Securities pursuant to this section 20.1,

     all to the extent requisite to permit the disposition (in accordance with
     the intended methods thereof as aforesaid) of the Registrable Securities
     and the additional shares of Common Stock, if any, so to be registered.

          No written request may be made pursuant to this section 20.1 prior to
     the eighth anniversary of September 4, 1992. Subject to section 20.1(e),
     the Company shall not be obligated to effect more than one registration
     pursuant to this paragraph whether or not all outstanding Registrable
     Securities are included in such registration.


                                      20
<PAGE>
 
          (b)  Expenses. The Company will pay all Registration Expenses incurred
               --------
in connection with any registration requested pursuant to this section 20.1, and
underwriting discounts and commissions and transfer taxes and documentary stamp
taxes, if any, relating to the sale or disposition by a holder of Registrable
Securities shall be paid by such holder.

          (c)  Effective Registration Statement. A registration requested
               --------------------------------
pursuant to this section 20.1 shall not be deemed to have been effected (i)
unless a registration statement with respect thereto has become effective and
remained effective for the period set forth in section 20.3(ii), provided that a
                                                                 --------
registration which does not become effective after the Company has filed a
registration statement with respect thereto solely by reason of the refusal to
proceed of the Initiating Holders (other than any refusal to proceed based upon
advice of their counsel that the registration statement contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements therein not misleading) shall be deemed to have been effected by
the Company at the request of such Initiating Holders, (ii) if after it has
become effective, such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court for any reason, or (iii) if the conditions to closing specified
in the purchase agreement or underwriting agreement entered into in connection
with such registration are not satisfied, other than by reason of some act or
omission by such Initiating Holders.

          (d)  Selection of Underwriters. If a requested registration pursuant
               -------------------------  
to this section 20.1 involves an underwritten offering, the underwriter or
underwriters thereof shall be selected by the Company, provided, that each
                                                       -------- 
managing underwriter shall be a nationally recognized investment banking firm.

          (e)  Priority in Requested Registrations. If a requested registration
               ----------------------------------- 
pursuant to section 20.1 involves an underwritten offering, and the managing
underwriter shall advise the Company in writing (with a copy to each holder of
Registrable Securities requesting registration) that, in its opinion, the number
of securities requested to be included in such registration (including
securities of the Company which are not Registrable Securities) exceeds the
number which can be sold in such offering (i) within a price range acceptable to
the holders of majority of the Registrable Securities so requested to be
included or (ii) without otherwise materially and adversely affecting the
offering of the shares being sold, then the Company will include in such
registration, to the extent of the number which the Company is so advised can be
sold in such offering, (A) first, all Registrable Securities requested to be
                           -----
registered, and second, securities the Company proposes to sell and other
                ------
securities of the Company included in such registration by the holders thereof
and (B) in case the number of Registrable Securities the registration of which

                                      21
<PAGE>
 
shall have been requested by all holders thereof shall in the aggregate exceed
the maximum number of shares specified by such managing underwriter, the
Registrable Securities the registration of which shall have been requested by
each holder thereof shall be included in such registration on a pro rata basis
                                                                --- ----
in the proportion that such Registrable Securities the registration of which
shall have been requested by such holder bears to the aggregate Registrable
Securities the registration of which shall have been requested by all holders
thereof. To the extent Registrable Securities are not included in the
registration as a result of this section 20.1(e), the right of the holders
thereof to register such Registrable Securities pursuant to this section 20.1
shall not be deemed to have been effected.

     20.2.  Incidental Registration.
            ----------------------- 

     (a)    Right to Include Registrable Securities.  If the Company at any time
            ---------------------------------------                             
proposes to register any of its Common Stock under the Securities Act (other
than a registration (i) on Form S-4, S-8 or any similar forms, (ii) in
connection with the acquisition by the Company of another company or (iii)
relating to shares of Common Stock issuable upon exercise of employee stock
options or in connection with any employee benefit or similar plan of the
Company), for sale, whether or not for its own account, on a form and in a
manner that would permit registration of Registrable Securities for sale to the
public under the Securities Act, it will give notice (the "Registration Notice")
to the holders of Registrable Securities at least 40 calendar days prior to the
anticipated filing date of the registration statement relating to such
registration of its intention to do so, describing such securities and
specifying the form and manner of the proposed registration (including, without
limitation, (x) whether such registration will be in connection with an
underwritten offering of the Common Stock and, if so, the identity of the
investment banker (or investment bankers) managing the offering (collectively,
the "managing underwriter") and whether such offering will be pursuant to a
"best efforts" or "firm commitment" underwriting and (y) the price (net of any
underwriting commissions, discounts and the like) at which the Registrable
Securities, if any, are reasonably expected to be sold if disclosure of such
price is acceptable to the managing underwriter). Upon the written request of
any such holder of Registrable Securities (a "Requesting Holder") to include in
such proposed registration Registrable Securities for sale for his account,
which notice is delivered to the Company within 30 calendar days after the
Registration Notice is deemed to be given and which request shall specify the
number of Registrable Securities intended to be disposed of by such Requesting
Holder, the Company will effect the registration under the Securities Act of all
of the Registrable Securities that the Company has been so requested to
register; provided, however, that:
          --------  ------- 


                                      22
<PAGE>
 
          (i)   if, at any time after giving such written notice of its
     intention to register any securities and prior to the effective date of the
     registration statement filed in connection with such registration, the
     Company shall determine for any reason not to register such securities, the
     Company shall give written notice of such determination to each Requesting
     Holder, and thereupon shall be relieved of its obligation to register any
     Registrable Securities in connection with such registration (but not from
     its obligation to pay the Registration Expenses in connection therewith);

          (ii)  if such registration involves a firm commitment or best efforts
     underwritten offering (an "Underwritten Offering"), all Requesting Holders
     must sell their Registrable Securities to the underwriters selected by the
     Company on the same terms and conditions as apply to the Company or the
     other selling stockholders and must enter into the underwriting agreement
     which the Company or the other selling stockholders enter into and any
     other related agreements; and

          (iii) in case of a determination by the Company or the other selling
     stockholders to delay the registration of its equity securities, the
     Company shall be permitted to delay the registration of such Registrable
     Securities for the same period as the delay in registering such other
     equity securities.

     (b)  Expenses.  The Registration Expenses incurred in connection with each
          --------                                                             
registration of Registrable Securities requested pursuant to this section 20.2
shall be paid by the Company, and each Requesting Holder shall pay all
underwriting discounts and commissions and transfer taxes and documentary stamp
taxes, if any, relating to the sale or disposition by such holder of Registrable
Securities pursuant to a registration statement effected pursuant to this
section 20.2.

     (c)  Priority in Incidental Registration. If a registration pursuant to
          -----------------------------------
this section 20.2 involves an Underwritten Offering and the managing underwriter
advises the Company that, in its judgment, the number of shares proposed to be
included in such offering (including all Registrable Securities) exceeds the
number which can be sold without having an adverse effect on such offering,
including the price at which such securities can be sold, then the Company will
promptly so advise each Requesting Holder and will include in such registration
(i) first, the securities the Company or the person initiating such registration
    -----
proposes to sell and (ii) second, the number of such Registrable Securities and
                          ------
the number of Stockholders Securities, if any, requested to be included in such
registration that, in the opinion of such managing underwriter, can be sold
without having the adverse effect referred

                                      23
<PAGE>
 
     to above, such amount to be allocated pro rata among all such Requesting
     Holders and the holders of Stockholders Securities.

          (d)    Selection of Underwriters. In connection with any Underwritten
                 -------------------------
     Offering pursuant to this section 20.2, the Company shall have the right to
     select the managing underwriter with respect to the offering.

          (e)    No registration effected under this section 20.2 shall relieve
     the Company of its obligations to effect any registration pursuant to
     section 20.1.

          20.3.  Registration Procedures. If and whenever the Company is
                 -----------------------
required to use its best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in section 20.1 or
20.2, the Company will, as expeditiously as possible:

                 (i)   prepare and file with the Commission, in the case of a
          registration pursuant to section 20.1, within 150 days after the
          request by the Initiating Holders to register their Registrable
          Securities, a registration statement with respect to such Registrable
          Securities on any form for which the Company then qualifies or which
          counsel for the Company shall deem appropriate, as the case may be,
          and which form shall be available for the sale of the Registrable
          Securities in accordance with the intended methods of distribution
          thereof, and use its best efforts to cause such registration statement
          to become and remain effective; provided that before filing with the
                                          --------
          Commission a registration statement or prospectus or any amendments or
          supplements thereto, the Company will (A) furnish to one counsel,
          selected by the holders of a majority of the Registrable Securities
          covered by such registration statement, copies of all such documents
          proposed to be filed, which documents will be subject to the timely
          review of such counsel, and (B) notify each holder of Registrable
          Securities covered by such registration statement of (x) any request
          by the Commission to amend such registration statement or amend or
          supplement any prospectus, or (y) any stop order issued or threatened
          by the Commission, and take all reasonable actions required to prevent
          the entry of such stop order or to remove it if entered;

                 (ii)  prepare and file with the Commission such amendments and
          supplements to such registration statement and the prospectus used in
          connection therewith as may be necessary to keep such registration
          statement effective for a period of not less than 180 days or such
          shorter period which will terminate when all Registrable Securities
          covered by such registration statement have been sold (but not before
          the expiration of the 90-day period referred to in Section 4(3) of the
          Securities Act and Rule 174, or any successor thereto, thereunder, if
          applicable) and comply with the provisions of the

                                      24
<PAGE>
 
Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the seller or sellers thereof set forth in such
registration statement;

     (iii) furnish to each seller of Registrable Securities covered by the
registration statement and to each underwriter, if any, of such Registrable
Securities, without charge, such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto), and the prospectus included in such registration statement
(including each preliminary prospectus), and such other documents, as such
holder may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such holder;

     (iv)  use its best efforts to register or qualify such Registrable
Securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as any seller thereof, and underwriter, if
any, of Registrable Securities covered by such registration statement reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller and each underwriter, if any, to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such holder; provided, however, that the Company shall not for any such
                      --------  -------
purpose be required to (A) qualify to do business as a foreign corporation in
any jurisdiction where, but for the requirements of this section 20.3(iv), it is
not then so qualified, (B) subject itself to taxation in any such jurisdiction,
or (C) take any action which would subject it to consent to general or unlimited
service of process in any such jurisdiction where it is not then so subject;

     (v)   use its best efforts to cause such Registrable Securities covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the seller or sellers thereof
to consummate the disposition of such Registrable Securities;

     (vi)  immediately notify each seller of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
which comes to the Company's attention if, as a result of such event, the
prospectus included in such registration statement, as then in effect, includes
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements made therein, in the light of the
circumstances


                                      25
<PAGE>
 
under which they were made, not misleading and, at the request of any such
seller, deliver a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading;

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

     (viii) use its reasonable best efforts to cause all such Registrable
Securities to be listed on a national securities exchange or the National
Association of Securities Dealers National Market System, as the case may be,
and to enter into such customary agreements including a listing application and
indemnification agreement in customary form, provided that the applicable
                                             --------
listing requirements are satisfied, and to provide a transfer agent and
registrar for such Registrable Securities covered by such registration statement
no later than the effective date of such registration statement;

     (ix)   use its best efforts to obtain a "cold comfort" letter from the
independent public accountants for the Company in customary form and covering
matters of the type customarily covered by such letters as the holders of a
majority of the Registrable Securities being sold reasonably request and
provided that such request is reasonable in the managing underwriter's point of
view;

     (x)    execute and deliver all instruments and documents (including, in an
Underwritten Offering, an underwriting agreement in customary form) and take
such other actions and obtain such certificates and opinions as the holders of a
majority of the Registrable Securities being sold reasonably request in order to
effect an underwritten public offering of such Registrable Securities; the
Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish to the Company such information
regarding such seller and the distribution of such Registrable Securities as the
Company may from time to time


                                      26
<PAGE>
 
     reasonably request in writing in connection with effecting such offering;

            (xi)  permit any seller which the Board of Directors determines in
     good faith after consultation with such seller and its advisors to be a
     controlling person of the Company (within the meaning of the Securities Act
     or the Exchange Act) to participate in the preparation of such registration
     statement and to include therein material, furnished to the Company in
     writing, which in the reasonable judgment of such seller should be included
     and which is acceptable to the Company.

     Each seller of Registrable Securities will, upon receipt of any notice from
the Company of the happening of any event of the kind described in section
20.3(vi), forthwith discontinue disposition of the Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such seller's receipt of the copies of the supplemented or amended
prospectus contemplated by section 20.3(vi), and, if so directed by the Company,
such seller will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such seller's possession, of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.

     20.4.  Underwritten Offerings.
            ---------------------- 

     (a)    If a registration pursuant to section 20.1 or 20.2 involves an
Underwritten Offering, each holder of Registrable Securities agrees, whether or
not such holder's Registrable Securities are included in such registration, not
to effect any public sale or distribution, including any sale pursuant to Rule
144 under the Securities Act, of any Registrable Securities, or of any security
convertible into or exchangeable or exercisable for any Registrable Securities
(other than as part of such Underwritten Offering), without the consent of the
managing underwriter, during a period commencing seven calendar days before and
ending 90 calendar days (or such number of days as the managing underwriter
shall designate, but not more than 180 days) after the effective date of such
registration.

     (b)    The Company agrees, if so required by the managing underwriter, not
to effect any public sale or distribution of Common Stock or securities
convertible into Common Stock during the seven days prior to and the 60 days
after any Underwritten Offering pursuant to section 20.1 has become effective,
except as part of such Underwritten Offering and except pursuant to
registrations on Form S-4 or S-8 or any similar forms.

     (c)    If requested by the underwriters for any underwritten offering by
holders of Registrable Securities pursuant to a registration requested under
section 20.1, the Company will enter into an underwriting agreement

                                      27
<PAGE>
 
with such underwriters for such offering, such agreement to be reasonably
satisfactory in substance and form to the Company, each such holder and the
underwriters, and to contain such representations and warranties by the Company
and such other terms as are generally prevailing in agreements of this type,
including, without limitation, indemnities to the effect and to the extent
provided in section 20.5. The holders of the Registrable Securities will
cooperate with the Company in the negotiation of the underwriting agreement and
will give consideration to the reasonable suggestions of the Company regarding
the form thereof. The holders of Registrable Securities to be distributed by
such underwriters shall be parties to such underwriting agreement.

     20.5.  Indemnification.
            --------------- 

     (a)    Indemnification by the Company. In the event of any registration of
            ------------------------------ 
any securities of the Company under the Securities Act pursuant to section 20.1
or 20.2, the Company will, and it hereby does, indemnify and hold harmless, to
the extent permitted by law, the holders of any Registrable Securities covered
by such registration statement, its directors, trustees and officers or general
and limited partners (and directors, trustees and officers thereof and, if such
holder is a portfolio or investment fund, its investment advisors or agents),
each other Person who participates as an underwriter in the offering or sale of
such securities and each other Person, if any, who controls such holder or any
such underwriter within the meaning of the Securities Act, as follows:

            (i)  against any and all loss, liability, claim, damage or expense,
     joint or several, arising out of or based upon an untrue statement or
     alleged untrue statement of a material fact contained, on the effective
     date thereof, in any registration statement (or any amendment or supplement
     thereto), including all documents incorporated therein by reference, or in
     any preliminary prospectus or prospectus (or any amendment or supplement
     thereto) or the omission or alleged omission therefrom of a material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading;

            (ii) against any and all loss, liability, claim, damage and expense,
     joint or several, to the extent of the aggregate amount paid in settlement
     of any litigation, or investigation or proceeding by any governmental
     agency or body, commenced or threatened, or of any claim whatsoever based
     upon any such untrue statement or omission, or any such alleged untrue
     statement or omission, if such settlement is effected with the written
     consent of the Company; and


                                      28
<PAGE>
 
                (iii)  against any and all expense reasonably incurred by them
          in connection with investigating, preparing or defending against any
          litigation, or investigation or proceeding by any governmental agency
          or body, commenced or threatened, or any claim whatsoever based upon
          any such untrue statement or omission, or any such alleged untrue
          statement or omission, to the extent that any such expense is not paid
          under subparagraph (i) or (ii) above;

     provided, however, that this indemnity does not apply to any loss,
     --------  -------
     liability, claim, damage or expense to the extent arising out of an untrue
     statement or alleged untrue statement or omission or alleged omission made
     in reliance upon and in conformity with written information furnished to
     the Company by or on behalf of any underwriter or such holder expressly for
     use in the preparation of any registration statement (or any amendment
     thereto) or any preliminary prospectus or prospectus (or any amendment or
     supplement thereto); and provided, further, that the Company will not be
                              --------  -------
     liable to (i) any Person who participates as an underwriter in the offering
     or sale of Registrable Securities or any other Person, if any, who controls
     such underwriter within the meaning of the Securities Act or (ii) any such
     holder, in each case, under the indemnity agreement in this section
     20.5(a), with respect to any preliminary prospectus or the final prospectus
     or the final prospectus as amended or supplemented, as the case may be, to
     the extent that any such loss, liability, claim, damage or expense of such
     underwriter or controlling Person or such holder results from the fact that
     such underwriter or holder sold Registrable Securities to a Person to whom
     there was not sent or given, at or prior to the written confirmation of
     such sale, a copy of the final prospectus or of the final prospectus as
     then amended or supplemented, whichever is most recent, if the Company has
     previously furnished copies thereof to such underwriter or holder. Such
     indemnity shall remain in full force and effect regardless of any
     investigation made by or on behalf of such holder or any such director,
     trustee, officer, general or limited partner, investment advisor or agent,
     underwriter or controlling Person and shall survive the transfer of such
     securities by such holder.

           (b)  Indemnification by the Sellers. The Company may require, as a
                ------------------------------
     condition to including any Registrable Securities in any registration
     statement filed in accordance with section 20.1 or 20.2, that it shall have
     received an undertaking, reasonably satisfactory to it, from the
     prospective seller of such Registrable Securities or any underwriter, to
     indemnify and hold harmless (in the same manner and to the same extent as
     set forth in section 20.5(a)) the Company and its directors, officers and
     controlling Persons, and their respective directors, officers, general and
     limited partners, managing directors, and, in the case of an undertaking
     from a prospective seller of Registrable Securities, any underwriter, and
     their respective controlling Persons with respect to any statement or
     alleged statement in or omission or alleged omission from such registration
     statement, any

                                       29
<PAGE>
 
     preliminary, final or summary prospectus contained therein, or any
     amendment or supplement, if such statement or alleged statement or omission
     or alleged omission was made in reliance upon and in conformity with
     written information furnished to the Company by or on behalf of such seller
     or underwriter, specifically stating that it is for use in the preparation
     of such registration statement, preliminary, final or summary prospectus or
     amendment or supplement.  Such indemnity shall remain in full force and
     effect regardless of any investigation made by or on behalf of the Company,
     any seller, or any underwriter, as the case may be, or any of their
     respective directors, trustees, officers, controlling Persons, general or
     limited partners or managing directors and shall survive the transfer of
     such securities by such underwriter.  The obligations of the Company and
     such sellers pursuant to this section 20.5 are to be several; provided,
                                                                   -------- 
     however, that, with respect to each claim pursuant to this section 20.5,
     -------                                                                 
     the Company shall be liable for the full amount of such claim and each such
     seller's maximum liability under this section shall be limited to an amount
     equal to the net proceeds actually received by such seller (after deducting
     any underwriting discount and expenses) from the sale of Registrable
     Securities being sold pursuant to such registration statement or prospectus
     by such seller.

          (c)  Notices of Claims, etc.  Promptly after receipt by an indemnified
               -----------------------
     party hereunder of written notice of the commencement of any action or
     proceeding involving a claim referred to in this section 20.5, such
     indemnified party will, if a claim in respect thereof is to be made against
     an indemnifying party, give written notice to the latter of the
     commencement of such action; provided, however, that the failure of any
                                  --------  -------
     indemnified party to give notice as provided herein shall not relieve the
     indemnifying party of its obligations under this section 20.5, except to
     the extent that the indemnifying party is actually prejudiced by such
     failure to give notice. In case any such action is brought against an
     indemnified party, the indemnifying party will be entitled to participate
     in and to assume the defense thereof, jointly with any other indemnifying
     party similarly notified, to the extent that it may wish, with counsel
     reasonably satisfactory to such indemnified party, and after notice from
     the indemnifying party to such indemnified party of its election so to
     assume the defense thereof, the indemnifying party will not be liable to
     such indemnified party for any legal or other expenses subsequently
     incurred by the latter in connection with the defense thereof, unless in
     such indemnified party's reasonable judgment a conflict of interest between
     such indemnified and indemnifying parties may exist in respect of such
     claim, in which case the indemnifying party shall not be liable for the
     fees and expenses of (i) more than one counsel for all holders of
     Registrable Securities selected by a majority of the holders of Registrable
     Securities being registered, (ii) more than one counsel for the
     underwriters or (iii) more than one counsel for the Company in connection
     with any one action or separate but similar or related actions. An
     indemnifying party who is not entitled to, or elects not to, assume the
     defense of a claim will not be obligated to pay the fees and

                                       30
<PAGE>
 
     expenses of more than one counsel for all parties indemnified by such
     indemnifying party with respect to such claim, unless in the reasonable
     judgment of any indemnified party a conflict of interest may exist between
     such indemnified party and any other of such indemnified parties with
     respect to such claim, in which event the indemnifying party shall be
     obligated to pay the fees and expenses of such additional counsel or
     counsels.

     The indemnifying party will not, without the prior written consent of each
     indemnified party, settle or compromise or consent to the entry of any
     judgment in any pending or threatened claim, action, suit or proceeding in
     respect of which indemnification may be sought hereunder (whether or not
     such indemnified party or any Person who controls such indemnified party is
     a party to such claim, action, suit or proceeding), unless such settlement,
     compromise or consent includes an unconditional release of such indemnified
     party from all liability arising out of such claim, action, suit or
     proceeding.

     Notwithstanding anything to the contrary set forth herein, and without
     limiting any of the rights set forth above, in any event any party will
     have the right to retain, at its own expense, counsel with respect to the
     defense of a claim; provided, however, that such counsel shall be required
                         --------  -------
     to cooperate with any counsel retained by the Company, unless they are
     adverse parties.

          (d)  Other Indemnification.  The Company and each seller of
               ---------------------
     Registrable Securities shall provide for the foregoing indemnity (with
     appropriate modifications) in any underwriting agreement with respect to
     any required registration or other qualification of securities under any
     federal or state law or regulation of any governmental authority other than
     the Securities Act.

          20.6.  Contribution.  If the indemnification provided for in section
                 ------------
20.5 is unavailable or insufficient to hold harmless an indemnified party under
section 20.5(a) or (b), then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in section 20.5(a) or (b) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other in connection with
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations,
including, without limitation, the relative benefits received by each party from
the offering of the Registrable Securities, the parties' relative knowledge and
access to information concerning the matter with respect to which the claim was
asserted and the opportunity to correct and prevent any statement or omission.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or the indemnified party and the

                                       31
<PAGE>
 
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statements or omission.  The parties hereto agree
that it would not be just and equitable if contributions pursuant to this
section 20.6 were to be determined by pro rata or per capita allocation (even if
the underwriters 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 first sentence of this section 20.6.  The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this section 20.6 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim (which
shall be limited as provided in section 20.5(c) if the indemnifying party has
assumed the defense of any such action in accordance with the provisions
thereof) which is the subject of this section 20.6.  Promptly after receipt by
an indemnified party under this section 20.6 of notice of the commencement of
any action against such party in respect of which a claim for contribution may
be made against an indemnifying party under this section 20.6, such indemnified
party shall notify the indemnifying party in writing of the commencement thereof
if the notice specified in section 20.5(c) has not been given with respect to
such action; provided that the omission so to notify the indemnifying party
             --------                                                      
shall not relieve the indemnifying party from any liability which it may have to
any indemnified party otherwise under this section 20.6, except to the extent
that the indemnifying party is actually prejudiced by such failure to give
notice.  The Company and each holder of Registrable Securities agrees with each
other and the underwriters of the Registrable Securities, if requested by such
underwriters, that (i) the underwriters' portion of such contribution shall not
exceed the underwriting discount and (ii) the amount of such contribution of a
seller of Registrable Securities shall not exceed an amount equal to the net
proceeds actually received by such seller from the sale of Registrable
Securities in the offering to which the losses, liabilities, claims, damages or
expenses of the indemnified parties relate.  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.

                                    JP FOODSERVICE, INC.


                                    By: /s/ George T. Megas
                                       ----------------------------
                                        Vice President-Finance

[Seal]


/s/ David M. Abramson
------------------------
Secretary

                                       32
<PAGE>
 
                             FORM OF SUBSCRIPTION
                             --------------------

                [To be executed only upon exercise of Warrant]


To JP FOODSERVICE, INC.

  The undersigned registered holder of the within Warrant hereby irrevocably
exercises such Warrant for, and purchases thereunder,          shares of Common
Stock of JP FOODSERVICE, INC. and herewith makes payment of $        therefor,
and requests that the certificates for such shares be issued in the name of, and
delivered to        , whose address is               .


Dated:                              ----------------------------------
                                    (Signature must conform in all
                                    respects to name of holder as
                                    specified on the face of
                                    Warrant)


                                    ---------------------------------- 
                                    (Street Address)



                                    ---------------------------------- 
                                    (City)    (State)   (Zip Code)

                                       33
<PAGE>
 
                              FORM OF ASSIGNMENT
                              ------------------

                [To be executed only upon transfer of Warrant]


  For valued received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto             the rights represented by
such Warrant to purchase         shares of Common Stock of JP FOODSERVICE, INC.
to which such Warrant relates, and appoints          Attorney to make such
transfer on the books of JP FOODSERVICE, INC. maintained for such purpose, with
full power of substitution in the premises.


Dated:                              ----------------------------------
                                    (Signature must conform in all
                                    respects to name of holder as
                                    specified on the face of
                                    Warrant)


                                    ---------------------------------- 
                                    (Street Address)



                                    ---------------------------------- 
                                    (City)    (State)   (Zip Code)




Signed in the presence of:

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

                                       34