EXHIBIT 2-A

             AMENDMENT TO RECAPITALIZATION AGREEMENT

     THIS AMENDMENT TO RECAPITALIZATION AGREEMENT dated as of
June 26, 1998 (the "Amendment"), among ROMACORP, INC., a Delaware
corporation ("Company"), NPC INTERNATIONAL, INC., a Kansas
corporation ("NPC"), NPC RESTAURANT HOLDINGS, INC., a Delaware
corporation and wholly-owned subsidiary of NPC ("Holdings," and
collectively with NPC, "NPC Group"), and SENTINEL CAPITAL
PARTNERS, L.P., a Delaware limited partnership ("Investor"). 

                       W I T N E S S E T H:

     WHEREAS, the parties hereto entered into a Recapitalization
Agreement, dated April 24, 1998 (the "Agreement") (capitalized
terms not otherwise defined herein shall have the meanings set
forth in Agreement); and

     WHEREAS, the parties desire to amend the Agreement to (i)
reflect a change in the percentage of the equity of the Company
and the cash consideration to be retained or received, as the
case may be, by Holdings pursuant to the Recapitalization, and
(ii) implement certain other changes agreed upon by the parties.

     NOW, THEREFORE, for good, valid and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows:

     1.   Amendment of Preamble.  (a)  The second "WHEREAS"
clause of the Agreement is hereby amended by deleting it in its
entirety and substituting in lieu thereof the following new
clause:

          WHEREAS, Investor will contribute the Equity Purchase
     Price (as defined below) to the Company in exchange for
     shares of the Company Common Stock and such other securities
     of the Company (collectively, the "Purchase Shares") as
     Investor shall request pursuant to this Agreement (such
     purchase, the "Stock Purchase"); provided that the Investor
     shall hold 80% of the Company Common Stock and Designated
     Preferred Stock, if any, outstanding after the
     Recapitalization (without taking into account any potential
     dilution pursuant to the pool of management options);

          (a)  The fourth "WHEREAS" clause of the Agreement is
hereby amended by deleting it in its entirety and substituting in
lieu thereof the following new clause:

          WHEREAS, the parties hereto desire that, immediately
     after the Stock Purchase and the Rule 144A Offering, the
     Company shall redeem from Holdings, shares (the "Redemption
     Shares") of Company Common Stock in exchange for the
     Redemption Price <PAGE> (such redemption, the "Stock Redemption")
     and Holdings shall retain shares of Company Common Stock and
     other securities such that immediately after the Closing
     Holdings shall own 20% of the Company Common Stock and
     Designated Preferred Stock, if any, outstanding after the
     Recapitalization (without taking into account any potential
     dilution pursuant to the pool of management options);

     2.   Amendment of Section 1.2.  Section 1.2 of the Agreement
is hereby amended by deleting it in its entirety and substituting
in lieu thereof the following new Section 1.2:

          1.2  Sale of Company Common Stock.  At 11:59 p.m. on
     the Effective Date, subject to the terms and conditions of
     this Agreement, the Company shall issue to Investor, and
     Investor shall purchase, shares of Company Common Stock, or,
     upon the request of Investor, a combination of Company
     Common Stock and preferred stock of the  Company having
     rights, preferences and designations requested by Investor
     ("Designated Preferred Stock"), for an aggregate purchase
     price of $27,000,000 (the "Equity Purchase Price"); provided
     that this Section 1.2, in conjunction with Section 1.3,
     shall result in Investor owning 80% of the Company Common
     Stock and Designated Preferred Stock, if any, outstanding
     immediately following the Recapitalization; provided further
     that any transfer pursuant to this Section 1.2 to the
     Investor of shares of Company Common Stock or Designated
     Preferred Stock, shall be made with certificates which shall
     be delivered on the Closing Date.

     3.   Amendment of Section 1.3.  Section 1.3 of the Agreement
is hereby amended by deleting it in its entirety and substituting
in lieu thereof the following new Section 1.3:

          1.3  Stock Redemption.  At the 11:59 p.m. on the
     Effective Date, subject to the terms and conditions set
     forth in this Agreement, Holdings agrees that it shall offer
     for redemption, and the Company shall redeem from Holdings,
     the Redemption Shares.  The price (the "Unadjusted
     Redemption Price") which the Company shall pay to Holdings
     for the Redemption Shares shall equal $101,000,000.  In the
     event that the Company issues to Investor shares of
     Designated Preferred Stock pursuant to Section 1.2, a number
     of the shares of Company Common Stock held by Holdings after
     taking effect of the redemption described in this
     Section 1.3 shall be converted or exchanged for shares of
     Designated Preferred Stock so that Holdings will have the
     same ratio of shares of Company Common Stock to shares of
     Designated Preferred Stock as Investor has immediately after
     any issuance pursuant to Section 1.2; provided that this
     Section 1.3, in conjunction with Section 1.2, shall result
     in Holdings owning 20% of the Company Common Stock and
     Designated Preferred Stock, if any, outstanding immediately
     following the Recapitalization; provided further that any
     transfer pursuant to this Section 1.3 to the Company or
     Holdings of shares of Company Common Stock or Designated
     Preferred Stock, shall be made with certificates which shall
     be delivered on the Closing Date.  At or immediately
     following the Closing, the Company will pay Adjustment
     Liabilities which will <PAGE> not exceed $1,300,000, and the
     Unadjusted Redemption Price shall not be reduced by such
     Adjustment Liabilities.

     4.   Amendment of Section 1.5.  Section 1.5 of the Agreement
is hereby amended by deleting it in its entirety and substituting
in lieu thereof the following new Section 1.5:

          1.5  Purchase and Sale of Real Estate.  The Company and
     Investor acknowledge that NPC Group has since December 21,
     1997, acquired the real estate described on Schedule 1.5,
     and following the date hereof, may acquire certain other
     real estate (subject to Section 5.7.2(xi)), in each case
     which is intended to be used for the benefit of the Company. 
     Accordingly, NPC Group shall transfer to the Company or its
     designees and the Company or its designees shall accept the
     real estate identified on Schedule 1.5 (other than the
     Lewisville, Texas, and Jacksonville, Florida real estate
     identified on Schedule 1.5), and the buildings, fixtures and
     equipment located thereon, no later than the time the store
     to be located thereon is to be opened (but in no event later
     than nine (9) months after the Closing), for cash
     consideration equal to the total cost thereof to NPC Group
     including reasonable closing costs, broker fees and costs,
     appraisals, environmental audits, recording and filing fees,
     reasonable attorneys fees and all other reasonable costs,
     fees and expenses incurred in connection with or as a result
     of the purchase of such real estate and any construction of
     any related buildings, fixtures and equipment.  Investor
     shall receive copies of any and all diligence materials,
     including, but not limited to, copies of any and all
     appraisals and environmental audits, at least thirty (30)
     days prior to the expiration of any diligence period
     contingency or other contingency period referenced in the
     purchase contracts for such real estate.

     5.   Deletion of Section 1.6.  Section 1.6 of the Agreement
is hereby deleted and shall be of no further force and effect.

     6.   Amendment of Section 9.1.  Section 9.1 of the Agreement
is hereby amended by deleting it in its entirety and substituting
in lieu thereof the following new Section 9.1:

          9.1  Time and Place.  On the terms and subject to the
     conditions of this Agreement, the Closing shall take place
     at the offices of Kirkland & Ellis, located at Citicorp
     Center, 153 East 53rd Street, New York, New York 10022-4675
     at 10:00 a.m. local time on Tuesday, June 30, 1998 (the
     "Closing Date") provided that all of the conditions
     precedent set forth in Article 8 have been satisfied or
     waived by the appropriate Party (or, with respect to
     conditions to be satisfied on the Closing Date, the
     appropriate Party has given reasonable assurances to the
     other Parties that such conditions will be satisfied or
     waived on the designated date) or at such other time and
     place as the Parties shall agree upon in writing.  The
     Closing shall be effective as of 11:59 p.m. on June 28, 1998
     (the "Effective Date").


<PAGE> 



     7.   Fees.  The parties agree that Investor shall not be
entitled, and shall not receive, a fee for the successful
consummation of the transactions contemplated by the Agreement,
as amended hereby.  After the Closing, Investor shall be entitled
to receive an annual fee from the Company, for management
services rendered, in the amount of $300,000 for each of the
first two years and in the amount of $500,000 for each year
thereafter, in either case payable as determined by Investor.

     8.   Continuing Force and Effect.  Except to the extent
expressly amended by this Amendment, each of the terms and
conditions of the Agreement shall continue in full force and
effect.

     9.   Amendments to the Stockholders Agreement. The
Stockholders Agreement attached hereto as Exhibit A shall replace
Exhibit B to the Agreement in its entirety. 

     10.  Amendments to Schedule 1.4.1. Schedule 1.4.1 of the
Agreement shall be replaced by the Schedule 1.4.1 attached hereto
as Exhibit B. 

     IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed as of the date first written above.

                              ROMACORP, INC.


                              By: /s/ Troy Cook
                                   Name: Troy Cook
                                   Title: Vice-President


                              NPC INTERNATIONAL, INC.


                              By: /s/ Troy Cook
                                   Name: Troy Cook
                                   Title: Vice-President


                              NPC RESTAURANT HOLDINGS, INC.


                              By: /s/ Troy Cook
                                   Name: Troy Cook
                                   Title: Vice-President



<PAGE> 



                              SENTINEL CAPITAL PARTNERS, L.P.

                              By   Sentinel Partners, L.P.
                              Its: General Partner

                              By:  Sentinel Partners, Inc.
                              Its: General Partner


                              By: /s/ David Lobel
                                   Name: David Lobel
                                   Title: President




<PAGE> 


                                                        EXHIBIT A


                      STOCKHOLDERS AGREEMENT

          STOCKHOLDERS AGREEMENT dated as of July 1, 1998, by and
among Roma Restaurant Holdings, Inc. (formerly known as Romacorp,
Inc.), a Delaware corporation (the "Company"), Sentinel Capital
Partners, L.P., a Delaware limited partnership ("Sentinel"),
Sentinel Capital Partners II, L.P., a Delaware limited
partnership ("Sentinel II"), Omega Partners, L.P. ("Omega"),
Provident Financial Group, Inc. ("Provident"), Travelers Casualty
and Surety Company ("Travelers I"), The Travelers Insurance
Company ("Travelers II"), The Travelers Life and Annuity Company
("Travelers III") and The Phoenix Insurance Company (together
with Travelers I, Travelers II, and Travelers III, the "Travelers
Group", and Sentinel II, Omega, Provident and the Travelers Group
shall be referred to as the "Investors") and NPC Restaurant
Holdings, Inc., a Delaware corporation ("Holdings").  Capitalized
terms used herein but not otherwise defined have the meaning set
forth in Section 1.  The parties hereto (other than the Company),
their Permitted Transferees and any other person who becomes a
party hereto are collectively referred to as the "Stockholders"
and individually as a "Stockholder."

          WHEREAS, each of the Stockholders has purchased from
the Company, or otherwise own, certain shares of the common stock
of the Company, par value $0.01 per share (the "Common Stock"),
pursuant to the terms and conditions of the Recapitalization
Agreement;

          WHEREAS, it is a condition precedent to the obligations
of the Investors and Holdings under the Recapitalization
Agreement that each of the parties hereto enter into this
Agreement; and

          WHEREAS, the Company and the Stockholders desire to
enter into this Agreement for the purposes, among others, of
(i) establishing the composition of the Board, (ii) assuring
continuity in the management and ownership of the Company and
(iii) limiting the manner and terms by which the Company Shares
may be transferred.

          NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
                    1.   Definitions.  As used herein, the following terms
shall have the following meanings:

          "Affiliate" shall mean, as to any Person, any other
Person which directly or indirectly controls, or is under common
control with, or is controlled by, such Person.  As used in this
definition, "control" (including, with its correlative meanings,
"controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause
the direction of management or policies (whether through
ownership of securities or partnership or other ownership
interests, by contract or otherwise).


<PAGE> 



          "Approved Sale" means the sale of the Company, in a
single transaction or a series of related transactions, to a
third party (which is not an Affiliate of the Approving
Stockholders) (a) pursuant to which such third party proposes to
acquire all or substantially all of the outstanding Common Stock
(whether by merger, consolidation, recapitalization,
reorganization, purchase of the outstanding Common Stock or
otherwise) or all or substantially all of the consolidated assets
of the Company, (b) which has been approved by both the Board and
the holders of a majority of the outstanding Sentinel Stockholder
Shares (the "Approving Stockholders"), and (c) pursuant to which
all holders of Common Stock receive with respect thereto (whether
in such transaction or, with respect to an asset sale, upon a
subsequent liquidation) the same form and amount of consideration
per share of Common Stock or, if any holders are given an option
as to the form and amount of consideration to be received, all
holders are given the same option. 

          "Board" means the Company's board of directors.

          "Business Day" means any day that is not a Saturday,
Sunday or other day on which banks are required or authorized by
law to be closed in the State of New York or City of New York.

          "Bylaws" means the Amended and Restated Bylaws of the
Company, which will be adopted and become effective on the date
hereof, and subsequent amendments thereto.

          "Certificate of Incorporation" means the Amended and
Restated Certificate of Incorporation of the Company, which will
be adopted and become effective on the date hereof, and any
subsequent amendments thereto.

          "Common Stock" has the meaning given thereto in the
recitals hereof.

          "Company Shares" means all issued and outstanding
shares of capital stock of the Company and all rights to acquire
capital stock of the Company and all stock appreciation, phantom
stock, profit, participation and similar rights with respect to
the Company's capital stock of whatever nature.

          "Family Group" means, with respect to an individual
Stockholder, such Stockholder's spouse and descendants (whether
natural or adopted) and any trust solely for the benefit of such
Stockholder and/or such Stockholder's spouse, their respective
ancestors and/or descendants (whether natural or adopted).

          "GAAP" means United States generally accepted
accounting principles, as in effect from time to time and as
adopted by the Company with the consent of its independent public
accountants, consistently applied. 

          "Governmental Entity" means individually, and
"Government Entities" means collectively, the United States of
America or any other nation, any state or other political
subdivision thereof, or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of
government, including any Tribunal, in each case having
jurisdiction over the Company or any of its Subsidiaries.

<PAGE> 




          "Holders" means all Stockholders and any other holders
of Company Shares.

          "Other Stockholders" means, with respect to a
Stockholder, all Stockholders other than such Stockholder.

          "Permitted Transferees" has the meaning given thereto
in Section 4(d).

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

          "Pro Rata Share" means, with respect to each
Stockholder, the quotient determined by dividing (i) the total
number of Stockholder Shares held by such Stockholder, by (ii)
the total number of Stockholder Shares held by all Stockholders.

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

          "Qualified Public Offering" means the sale, in an
underwritten public offering registered under the Securities Act,
of shares of the Company's Common Stock providing aggregate gross
proceeds (before deducting under-writing discounts and expenses)
to the Company and any selling Stockholders of at least $50
million and at an offering price which represents a common equity
valuation of the Company's Common Stock outstanding immediately
prior to the issuance of Common Stock in connection with such
offering of at least $120 million.

          "Recapitalization Agreement" means the Recapitalization
Agreement by and among the Company, NPC International, Inc.,
Holdings and Sentinel, dated as of April 24, 1998, as amended,
with certain rights and obligations assigned to Sentinel II,
Omega, Provident and the Travelers Group.

          "Registration Rights Agreement" means that Registration
Rights Agreement by and among the parties hereto, dated as of the
date hereof.

          "SEC" means the Securities and Exchange Commission.

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

          "Sentinel Stockholder Shares" means all Stockholder
Shares issued or issuable to Sentinel or Sentinel II and their
Affiliates or otherwise acquired by such Persons.

          "Stockholder Shares" means (i) any Common Stock held by
the Stockholders, and (ii) any equity securities of the Company
issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) above by way of stock
dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other
reorganization; provided that <PAGE> Stockholder Shares shall not
include (a) shares of Common Stock issued pursuant to the
conversion or exercise of any options, warrants or other
convertible securities or (b) any equity securities of the
Company issued or issuable with respect to the securities
referred to in clause (a) above in connection with a combination
or split of shares, recapitalization, merger, consolidation or
other reorganization.  As to any particular shares constituting
Stockholder Shares, such shares will cease to be Stockholder
Shares when they have been sold in a Public Sale, an Approved
Sale, or upon the consummation of a Qualified Public Offering. 

          "Stock Option Plan" means the Roma Restaurant Holdings,
Inc. 1998 Stock Option Plan, as in effect from time to time.

          "Subsidiary" means, with respect to any Person, any
corporation, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power
of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if
a partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is
at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a
combination thereof.  For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a
partnership, association or other business entity if such Person
or Persons shall be allocated a majority of partnership,
association or other business entity gains or losses or shall be
or control the managing director or a general partner of such
partnership, association or other business entity.

          "Transaction Documents" means the following agreements,
all of which are dated as of the date hereof, as amended from
time to time:  this Agreement, the Recapitalization Agreement
(including the Schedules thereto), the Registration Rights
Agreement, and the Transitional Financial and Accounting Services
Agreement.

          "Transitional Financial and Accounting Services
Agreement" means that Transitional Financial and Accounting
Services Agreement by and among the Company and NPC Management,
Inc., dated as of the date hereof.

          "Tribunal" means any government, arbitration panel,
court or governmental department, commission, board, bureau,
agency or instrumentality of the United States of America or any
state, province, commonwealth, nation, territory, possession,
county, parish, town, township, village, municipality or other
Government Entity, whether now or hereafter constituted and/or
existing.

          2.   Board of Directors.

          (a)  Until the provisions of this Section 2 cease to be
effective, to the extent permitted by law, each Stockholder shall
vote all voting securities of the Company over which such
Stockholder has voting control, and shall take all other
necessary or desirable actions within such Stockholder's control
(whether in such Stockholder's capacity as a stockholder,
director, member of <PAGE> a board committee or officer of the Company
or otherwise, and including, without limitation, attendance at
meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings), and the
Company shall take all necessary and desirable actions within its
control (including, without limitation, calling special Board and
stockholder meetings), so that:

                   (i)   the authorized number of directors on the Board
     shall be established at between 5 and 11 persons and that
     the following persons shall be elected to the Board:

                   (A)   up to 9 persons (depending on the current
                         authorized size of the board) designated by
                         Sentinel II, who shall initially include John F.
                         McCormack, Eric D. Bommer, Michael J. Myers and
                         Robert B. Page;

                   (B)   1 person designated by Sentinel, who shall
                         initially be David S. Lobel;

                   (C)   so long as Holdings holds 5% or more of the
                         outstanding Common Stock or Holdings has not
                         transferred more than 50% of the Common Stock it
                         holds immediately after consummation of the
                         transactions contemplated by the Recapitalization
                         Agreement, 1 person designated by Holdings, who
                         shall initially be James K. Schwartz (the
                         "Holdings Director");
               
                  (ii)   the composition of the board of directors of each
     of the Company's Subsidiaries (a "Sub Board") shall be
     determined by a majority of the entire Board;

                 (iii)   the Board shall, and each Sub Board may, create a
     Compensation Committee and an Audit Committee;

                  (iv)   all committees of the Board or a Sub Board (other
     than the Compensation Committee and Audit Committee) shall
     be created only upon the approval of a majority of the
     voting power of the Board and the composition of all
     committees shall consist of such persons as a majority of
     the voting power of the Board determines, provided that as
     long as Holdings shall be entitled to designate a director
     of the Company pursuant to clause (i)(B) above, each
     committee of the Board shall include the Holdings Director;

                   (v)   directors shall be removed from the Board, a Sub
     Board or any committee thereof (without cause) at the
     written request of the Stockholder or Stockholders which
     have the right to designate such directors hereunder, but
     only upon such written request and under no other
     circumstances, except as required by law; and

                  (vi)   in the event that any representative designated
     hereunder for any reason ceases to serve as a member of the
     Board or a Sub Board or any committee thereof during such
     representative's term of office, the resulting vacancy on
     the Board or such Sub Board or committee shall be filled by
     a representative designated by the Stockholder or
     Stockholders who designated the departing director.



<PAGE> 




          (b)  The Company shall pay the reasonable out-of-pocket
expenses incurred by each director in connection with attending
the meetings of the Board or any Sub Board and any committee
thereof.  In addition, the Company shall pay such additional
reasonable compensation to directors who are not employees of the
Company or any of its Subsidiaries, as the Board so determines.

          (c)  The provisions of this Section 2 shall terminate
automatically and be of no further force and effect upon the
consummation of a Qualified Public Offering.

          (d)  If any party fails to designate a representative
to fill a directorship pursuant to the terms of this Section 2,
the election of a Person to such directorship shall be
accomplished in accordance with the Bylaws, the Certificate of
Incorporation and applicable law.  In the event that any
provision of the Company's Bylaws or certificate of incorporation
is inconsistent with any provision of this Section 2, the
Stockholders shall take such action as may be necessary to amend
any such provision in the Bylaws or the Certificate of
Incorporation to remedy such inconsistency.

          3.   Conflicting Agreements.  Each Stockholder
represents that such Stockholder has not granted and is not a
party to any proxy, voting trust or other agreement which is
inconsistent with or conflicts with the provisions of this
Agreement, and no holder of Company Shares shall grant any proxy
or become party to any voting trust or other agreement which is
inconsistent with or conflicts with the provisions of this
Agreement.

          4.   Restrictions on Transfer of Company Shares.

          (a)  Transfer of Company Shares.  No Holder shall sell,
transfer, assign, pledge or otherwise dispose (a "Transfer") of
(whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) any interest in such
Holder's Company Shares except (i) if such Transfer does not, in
the discretion of the Company's independent auditors, adversely
effect the recapitalization accounting treatment of the
transactions to be consummated as contemplated by the
Recapitalization Agreement and (ii) pursuant to the provisions of
this Section 4 or Section 5, or in a Public Sale; provided that
in no event shall Holdings be permitted to Transfer more than 50%
of the number of shares (as adjusted for any splits,
consolidations or other similar transactions) of any class of
Company Shares held by it immediately following the consummation
of the transactions contemplated by the Recapitalization
Agreement until the one year anniversary of the date hereof.

          (b)  Tag Along Rights.  Subject to Sections 4(a), 4(c)
and 4(e), at least 15 days prior to any Transfer of more than 50%
of the outstanding Company Shares by Sentinel and/or Sentinel II
(the "Transferring Stockholders"), the Transferring Stockholders
shall deliver a written notice (the "Sale Notice") to the Company
and the Other Stockholders, specifying in reasonable detail the
identity of the prospective transferee(s) and the terms and
conditions of the Transfer.  The Other Stockholders may elect to
participate in the contemplated Transfer by delivering written
notice to the Transferring Stockholders within 10 days after
delivery of the Sale Notice.  If any Other Stockholders have
elected to participate in such Transfer, each of the Transferring
Stockholders and such Other Stockholders shall be entitled to
sell in the contemplated Transfer, at the same price and on the
same terms, a number of Company Shares of any series or class
equal to the product of (i) the quotient determined by dividing
the number of Stockholder Shares of such series or class owned by
such Stockholder by the aggregate number of Stockholder Shares of
such series or class owned by the Stockholders participating in
such Transfer and (ii) the aggregate number of Company Shares of
such series or class to be sold in the contemplated Transfer.

          (c)  First Refusal Rights.

                   (i)   Subject to Sections 4(a), 4(b), 4(d) and 4(e), at
     least 60 days prior to any sale of Company Shares by any
     Stockholder (other than Sentinel or Sentinel II) or any of
     their Permitted Transferees, such Person making such sale
     (the "Offering Stockholder") shall deliver a written notice
     (the "Transfer Notice") to the Company and the Other
     Stockholders specifying in reasonable detail the number of
     shares proposed to be sold (the "Transfer Stock"), the
     proposed purchase price (which shall be payable solely in
     cash) and the other terms and conditions of the sale and
     enclosing therewith a true and complete copy of a written
     offer, letter of intent or other written document signed by
     the prospective transferee setting forth the proposed terms
     and conditions of the sale.  The Company (or its
     designee(s)) may elect to purchase all (but not less than
     all) of the Transfer Stock, upon the same terms and
     conditions as those set forth in the Transfer Notice, by
     delivering a written notice of such election to the
     Stockholders within 20 days after the Transfer Notice has
     been delivered to the Company.  

                  (ii)   If the Company and its designee(s) have not
     elected to purchase all of the Transfer Stock, Sentinel II
     (or designee(s)) may elect to purchase, upon the same terms
     and conditions as those set forth in the Transfer Notice,
     all or some of the number (the "Sentinel Portion") of shares
     of Transfer Stock equal to the product of (A) Sentinel II's
     Pro Rata Share (provided that the determination of Pro Rata
     Share shall be made without regard to any Stockholder Shares
     held by the Offering Stockholder), multiplied by (B) the
     number of shares of Transfer Stock, by giving written notice
     of such election to the Stockholders within 30 days after
     the Transfer Notice has been delivered to Sentinel II (the
     "Sentinel Option Period").  The quotient, determined by
     dividing (x) the number of shares of Transfer Stock elected
     to be purchased by Sentinel II by (y) the Sentinel Portion,
     shall be referred to as the "Sentinel Ratio".  

                 (iii)   If Sentinel II has elected to purchase any shares
     of Transfer Stock, each Other Stockholder shall have the
     right to elect to purchase, upon the same terms and
     conditions as those set forth in the Transfer Notice, all or
     some of a number of shares of Transfer Stock equal to the
     product of (A) the Sentinel Ratio, (B) such Stockholder's
     Pro Rata Share (provided that the determination of Pro Rata
     Share shall be made without regard to any Stockholder Shares
     held by the Offering Stockholder) and (C) the number of
     shares of Transfer Stock, by giving written notice of such
     election to the Other Stockholders within 10 days after the
     Sentinel Option Period (the "Stockholder Option Period").
     Those Other Stockholders electing to purchase shares of
     Transfer Stock shall be referred to as "Electing
     Stockholders".  


<PAGE> 



                  (iv)   If Sentinel II has elected to purchase any shares
     of Transfer Stock but Sentinel II and the Electing
     Stockholders have not elected to purchase all the Transfer
     Stock, each of Sentinel II and the Electing Stockholders
     shall have the right to elect to purchase all (but not less
     than all) of the shares of Transfer Stock not previously
     elected to be purchased (the "Excess Stock"), by giving
     written notice of such election to the Stockholders within
     10 days after the Stockholder Option Period.  If more than
     one of Sentinel II and the Electing Stockholders elects to
     purchase the Excess Stock, the Excess Stock will be sold pro
     rata to the Stockholders electing to purchase such shares
     based on the number of Stockholder Shares owned by each such
     Stockholder.  

                   (v)   If neither (A) the Company (or its designee(s))
     nor (B) Sentinel II (or its designee(s)) and the Other
     Stockholders elects to purchase all of the Transfer Stock
     specified in the Transfer Notice, then no Stockholder shall
     be permitted to purchase any of the Transfer Stock and the
     Offering Stockholder may sell the Transfer Stock at a price
     and on terms no more favorable to the transferee(s) thereof
     than specified in the Transfer Notice during the 60-day
     period immediately following the expiration of the
     Stockholder Option Period.  Any Transfer Stock not
     transferred within such 60-day period will be subject to the
     provisions of this Section 4(c) upon any subsequent proposed
     sale.

          (d)  Approval Rights.  Notwithstanding anything herein
to the contrary, if pursuant to Section 4(c)(v) Holdings or any
of its Permitted Transferees (the "Holdings Seller") has the
right to Transfer the Transfer Stock to Persons other than the
Company or the Stockholders, then the Company shall have the
right to approve or disapprove of the prospective transferee(s)
within 10 days of the Holdings Seller giving notice to the
Company of the identities of such prospective transferee(s);
provided that the Company shall only disapprove of a prospective
transferee on a good faith basis.  If the Company approves the
prospective transferee(s) then the Holdings Seller shall have the
right to Transfer the Transfer Stock to such transferee(s) as
provided in Section 4(c)(v).  If the Company disapproves of the
prospective transferee(s), then (i) the Holdings Seller shall
have the right to Transfer the Transfer Stock to such
transferee(s) as provided in Section 4(c)(v) provided that the
joinder(s) to this Agreement that are required to be executed by
such transferee(s) pursuant to Section 10 (b) shall be amended to
expressly provide that such transferee(s) shall not be deemed
"Stockholders" nor their securities "Stockholder Shares" for the
purposes of this Agreement, (ii) if the Holdings Seller does not
Transfer the Transfer Stock to the disapproved transferee(s) then
the Company shall use reasonable efforts (at the expense of the
Holdings Seller) to assist the Holdings Seller in the Transfer of
the Transfer Stock to such Person(s) as the Company approves
within the 90-day period immediately following the expiration of
the applicable Stockholder Option Period.

          (e)  Permitted Transfers.  The restrictions contained
in Sections 4(a), 4(b) and 4(c) shall not apply with respect to
(A) the pledge of Company Shares made by the Stockholders
pursuant to Section 7 and (B) any Transfer of Company Shares by
any Stockholder (i) in the case of an individual Stockholder,
pursuant to applicable laws of descent and distribution or to any
member of such Stockholder's Family Group, (ii) in the case of an
Investor, (x) among its Affiliates, partners, employees and
consultants or other Persons acceptable to the Company, (y) to
any employee, prospective employee, director or prospective
director of the Company or any Affiliate of the Company or (z) to
any former or prospective employee, director or prospective
director of such <PAGE> entity or any Affiliate of such entity, and
(iii) in the case of Holdings or any other Stockholder which is
not an individual, among its respective Affiliates, partners,
employees and consultants, or to any former or prospective
employee, director or prospective director of such entity or any
Affiliate of such entity; provided, that the restrictions
contained in Sections 4(a), 4(b) and 4(c) shall continue to be
applicable to such Company Shares after any such Transfer; and
provided further, that the transferees of such Company Shares
shall have agreed in writing to be bound by the provisions of
this Agreement which affect the Company Shares so transferred by
executing a Joinder Agreement in the form substantially attached
hereto as Exhibit A.  All transferees permitted under this
Section 4(d) are collectively referred to herein as "Permitted
Transferees."

          (f)  Assistance Rights.  Notwithstanding anything to
the contrary herein, to the extent a sale of Company Shares by
Holdings is not prohibited by Section 4(a), at the request of
Holdings, the Company shall use reasonable efforts (at the
expense of Holdings) to assist Holdings in the Transfer of its
Company Shares to a Person acceptable to the Company; provided
that no such assistance shall be deemed a waiver of any of the
Company's rights hereunder including, without limitation, its
rights contained in Section 4(c).

          (g)  Termination of Restrictions.  The restrictions set
forth in this Section 4 shall continue with respect to each
Company Share until the earlier of (i) the Transfer of such
Company Share in a Public Sale or an Approved Sale, or (ii) the
consummation of a Qualified Public Offering. 

          5.   Sale of the Company.

          (a)  In the event that an Approved Sale is proposed (a
"Proposed Sale"):

                   (i)   The Company shall provide a written notice (the
     "Approved Sale Notice") of such Proposed Sale to each of the
     Holders not later than the twentieth (20th) Business Day
     prior to the consummation of the Proposed Sale.  The
     Approved Sale Notice shall contain written notice of the
     Proposed Sale, setting forth the consideration to be paid by
     the third party or parties and the other material terms and
     conditions of the Proposed Sale. 

                  (ii)   Anything herein to the contrary notwithstanding,
     neither the Company nor the holders of Sentinel Stockholder
     Shares shall have any obligation to any Holder to sell or
     otherwise dispose of the Company Shares of any Holder
     pursuant to this Section 5 or as a result of any decision by
     the Company or the holders of Sentinel Stockholder Shares,
     as applicable, not to accept or consummate any proposed sale
     of the Company or securities of the Company (it being
     understood that any and all such decisions shall be made by
     the Company or the holders of Sentinel Stockholder Shares,
     as applicable, in such person's sole discretion).  No Holder
     shall be entitled to make any sale of Company Shares
     directly to any third party pursuant to an Approved Sale (it
     being understood that all such sales shall be made only on
     the terms and pursuant to the procedures set forth in this
     Section 5).

          (b)  In the event of an Approved Sale, each Holder will
(i) consent to and raise no objections against the Approved Sale
or the process pursuant to which the Approved Sale was arranged,
(ii) waive any dissenter's rights and other similar rights, and
(iii) if the Approved Sale is <PAGE> structured as a sale of securities,
each Holder will agree to sell its Company Shares on the terms
and conditions of the Approved Sale.  Each Holder will take all
necessary and desirable actions as directed by the Board and the
Approving Stockholders in connection with the consummation of any
Approved Sale, including without limitation executing the
applicable purchase agreement and granting identical
indemnification rights.  Each Holder shall be required to make
indemnification payments in connection with any Approved Sale
only to the extent that the amount required to be paid by such
Holder is proportionate to the proportion of the total
consideration received by all Holders, compared to the
consideration actually received by such Holder.

          (c)  All Holders will bear their pro rata share (based
upon the number of shares sold) of the reasonable costs of any
sale of Company Shares pursuant to an Approved Sale to the extent
such costs are incurred for the benefit of all selling Holders
and are not otherwise paid by the Company or the acquiring party. 
Costs incurred by any Holder on its own behalf will not be
considered costs of the transaction hereunder.

          (d)  This Section 5 shall automatically terminate upon
the consummation of a Qualified Public Offering.

          6.   Stockholders' Rights of First Refusal on Company's
Issuance of Equity Equivalents.  (a) If at any time the Company
wishes to issue any equity securities or any options, warrants or
other rights to acquire equity securities (collectively, the
"Equity Equivalents") to any Person or Persons (other than
pursuant to the Stock Option Plan), the Company shall promptly
deliver a notice of intention to sell (the "Company's Notice of
Intention to Sell") to each Stockholder setting forth a
description of the Equity Equivalents to be sold and the proposed
purchase price and terms of sale.  Upon receipt of the Company's
Notice of Intention to Sell, Sentinel II shall have the right to
elect to purchase, at the price and on the terms stated in the
Company's Notice of Intention to Sell, all or some of the number
(the "Pro-Rata Sentinel Portion") of Equity Equivalents equal to
the product of (x) Sentinel II's Pro Rata Share, multiplied by
(y) the number of Equity Equivalents to be issued.  Such election
is to be made by Sentinel II by written notice to the Company and
the Other Stockholders within 20 days after receipt by Sentinel
II of the Company's Notice of Intention to Sell (the "Acceptance
Period").  The quotient, determined by dividing (A) the number of
Equity Equivalents elected to be purchased by Sentinel II by
(B) the Pro-Rata Sentinel Portion, shall be referred to as the
"Sentinel Percentage".  If Sentinel II has elected to purchase
any of the Equity Equivalents, each Other Stockholder shall have
the right to elect to purchase, at the price and on the terms
stated in the Company's Notice of Intention to Sell, all or some
of a number of the Equity Equivalents equal to the product of
(m) the Sentinel Percentage, (n) such Stockholder's Pro Rata
Share and (o) the number of Equity Equivalents to be issued, by
written notice to the Company and the Other Stockholders within
10 days after the Acceptance Period. In the event that the Equity
Equivalents to be issued at any time as contemplated by this
Section 6 are either voting securities of the Company or
securities which are convertible, exercisable or otherwise
exchangeable for voting securities of the Company and for any
reason one or more of the Stockholders determines in its sole
discretion that it would be detrimental to such Stockholder or
its affiliates to purchase such securities as provided for
hereby, then the Company shall make available to any such
Stockholder an amount of alternative securities equal to the
amount of such Equity Equivalents as such Stockholder is entitled
to purchase pursuant to the terms hereof which are identical to
such Equity Equivalents in <PAGE> all respects except for the fact that
such alternate securities shall be non-voting securities or
convertible, exercisable or otherwise exchangeable for non-voting
securities (the "Alternative Securities").

          (b)  If effective acceptance shall not be received
pursuant to paragraph (a) above in respect of all the Equity
Equivalents or Alternative Securities, then the Company may, at
its election, during a period of one hundred and twenty (120)
days following the expiration of the Acceptance Period, sell and
issue the remaining Equity Equivalents to another Person at a
price and upon terms no more favorable to such person than those
stated in the Company's Notice of Intention to Sell; provided,
however, that failure by a Stockholder to exercise its option to
purchase with respect to one offering, sale and issuance of
Equity Equivalents shall not affect its option to purchase Equity
Equivalents or rights to acquire Equity Equivalents in any
subsequent offering, sale and purchase.  In the event the Company
has not sold the Equity Equivalents, or entered into a binding
agreement to sell the Equity Equivalents, within such one hundred
and twenty (120) day period, the Company shall not thereafter
issue or sell any Equity Equivalents without first offering such
securities to each Stockholder in the manner provided in
Section 6(a) hereof. 

          (c)  If a Stockholder gives the Company notice,
pursuant to the provisions of this Section 6, that such
Stockholder desires to purchase any of the Equity Equivalents or
Alternative Securities, payment therefor shall be by check or
wire transfer, against delivery of the securities at the
executive offices of the Company within ten (10) days after
giving the Company such notice, or, if later, the closing date as
mutually agreed between the Company and such Stockholder for the
sale of such Equity Equivalents or Alternative Securities.  In
the event that any such proposed issuance is for a consideration
other than cash, such Stockholders will be entitled to pay cash
for each share or other unit, in lieu of such other
consideration, in the amount determined in good faith by the
Board to constitute the fair value of such consideration other
than cash to be paid per share or other unit.

          (d)  The right of first refusal contained in this
Section 6 shall not apply to (i) the issuance of shares of Common
Stock as a stock dividend or upon any subdivision or stock split
of the outstanding shares of Common Stock; (ii) the issuance of
shares of Common Stock upon conversion of any shares of
convertible securities; (iii) the issuance of shares of Common
Stock, or the grant of options, warrants or rights to subscribe
for shares of Common Stock, to officers, directors and other
employees of the Company and to consultants to the Company
pursuant to stock options that are issued pursuant to the Stock
Option Plan or such other options that are granted to such
persons and that are approved by a majority of the entire Board
(in each case, as such number of shares may be adjusted from time
to time in accordance with the terms of the Stock Option Plan or
agreements evidencing grants thereunder); or (iv) the issuance of
Common Stock pursuant to any under-written public offering.

          (e)  The Company and each Stockholder represents and
warrants that it is not a party to any agreement other than this
Agreement with any persons relating to any right of first refusal
or preemptive right upon issuances of Equity Equivalents.

          (f)  This Section 6 shall automatically terminate upon
the consummation of a Qualified Public Offering.


<PAGE> 



          7.   Covenant to Pledge.  Each Stockholder (other than
Holdings) agrees that, at the request of Sentinel, they shall
pledge their Company Shares to a financial institution designated
by Sentinel, to the same proportionate extent that Sentinel
pledges its Company Shares to such institution pursuant to debt
facilities entered into by the Company.

          8.   Legend.  In addition to any legend required by any
other Transaction Document, each certificate evidencing Company
Shares and each certificate issued in exchange for or upon the
transfer of any Company Shares (if such shares remain Company
Shares as defined herein after such transfer) shall be stamped or
otherwise imprinted with a legend in substantially the following
form:

          "THE SECURITIES REPRESENTED BY THIS
          CERTIFICATE WERE ORIGINALLY ISSUED ON
          ______________, AND HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
          THE TRANSFER OF THE SECURITIES REPRESENTED BY
          THIS CERTIFICATE IS SUBJECT TO A STOCKHOLDERS
          AGREEMENT DATED AS OF JULY 1, 1998, BY AND
          AMONG THE ISSUER OF SUCH SECURITIES (THE
          "COMPANY") AND CERTAIN OF THE COMPANY'S
          STOCKHOLDERS.  A COPY OF SUCH STOCKHOLDERS
          AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY
          THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
          REQUEST."

The Company shall imprint such legend on certificates evidencing
Company Shares outstanding prior to the date hereof.  The legend
set forth above shall be removed from the certificates evidencing
any shares which cease to be Company Shares.

          9.   Transfers in Violation of Agreement.  Any Transfer
or attempted Transfer of any Company Shares in violation of any
provision of this Agreement shall be null and void, and the
Company shall not record such Transfer on its books or treat any
purported transferee of such Company Shares as the owner of such
shares for any purpose.

          10.  Transfer of Company Shares.

          (a)  Company Shares are transferable only pursuant to
(i) public offerings registered under the Securities Act,
(ii) subject to the provisions of Section 4 and Section 5 above,
Rule 144 or Rule 144A (or any similar rule or rules then in
effect) of the SEC if such rule is available, and (iii) subject
to Section 4, Section 5 and Section 10(b) below, any other
legally available means of Transfer.

          (b)  In connection with the Transfer of any Company
Shares other than a Transfer described in clause (i) or (ii) of
Section 10(a) above or a Transfer to a Permitted Transferee, the
holder thereof shall deliver written notice to the Company
describing in reasonable detail the Transfer or proposed
Transfer, together with an opinion of counsel reasonably
acceptable to the Company to <PAGE> the effect that such Transfer of
Company Shares may be effected without registration of such
Company Shares under the Securities Act.  No Transfer or issuance
of any Company Shares shall be permitted unless and until the
prospective transferee agrees to become a party to this Agreement
and be bound by all the terms and conditions hereof by executing
and delivering to the Company, a joinder to this Agreement in the
form attached hereto as Exhibit A (the "Joinder Agreement") or,
if applicable, in the form of the Joinder Agreement as amended as
provided in Section 4(d). 

          (c)  Upon the request of a holder of Company Shares,
the Company shall promptly supply to such Person or its
prospective transferees all information regarding the Company
required to be delivered in connection with a Transfer pursuant
to Rule 144A (or any similar rule or rules then in effect) of the
SEC. 

          11.  Financial Statements and Other Information.  The
Company shall deliver to  each Stockholder who holds at least 5%
of the Stockholder Shares (except the information described in
clause (b) below shall be delivered to all Stockholders):

               (a)  within 30 days after the end of each month
(or equivalent fiscal period of the Company), a copy of the
unaudited consolidated balance sheets of the Company as of the
end of such month (or equivalent fiscal period of the Company)
and the related consolidated statements of income and statements
of cash flows and changes in stockholders equity for such month
(or equivalent fiscal period of the Company) and for the portion
of the fiscal year ending as of the end of such month (or
equivalent fiscal period of the Company), all in reasonable
detail and prepared in accordance with GAAP, consistently applied
(subject to normal year-end adjustments and the exclusion of such
footnotes as may be required in accordance with GAAP,
consistently applied), accompanied by comparisons to the
Company's annual budget and to the corresponding periods in the
preceding fiscal year, including a management discussion and
analysis of such financial statements and comparisons;

               (b)  within 90 days after the close of each fiscal
year, a copy of the audited consolidated financial statements of
the Company, consisting of consolidated balance sheets as of the
end of such fiscal year and consolidated statements of income and
statements of cash flows and changes in stockholders' equity for
such fiscal year, setting forth in comparative form in each case
the consolidated figures for the previous fiscal year-end, which
financial statements shall be prepared in accordance with GAAP,
consistently applied, certified without qualification by a "big-
six" accounting firm selected by the Company, accompanied by
(a) a management discussion and analysis of such financial
statements and comparisons, and (b) such firm's annual management
letter to the Board;

               (c)  not less than 30 days following the beginning
of each fiscal year, projected consolidated statements of cash
flows and changes in stockholders equity of the Company and its
Subsidiaries including summary details of cash disbursements
(including capital expenditures) and a summary of Indebtedness
(as defined in the Recapitalization Agreement) in each case for
such ensuing fiscal year, on a monthly basis;

               (d)  promptly after the commencement thereof,
notice of all actions, suits, and proceedings before any Tribunal
or other Government Entity affecting the Company or any of <PAGE> its
Subsidiaries which, if determined adversely to any Person, could
have a Material Adverse Effect (as defined in the
Recapitalization Agreement);

               (e)  promptly after the sending or filing thereof,
copies of all regular, periodic or special reports, and all
registration statements, which the Company files with the SEC or
any national securities exchange or securities market;

               (f)  promptly after the furnishing thereof, copies
of any statement or report furnished to any holder of
indebtedness pursuant to the terms of any indenture, loan or
credit or similar agreement, and not otherwise required to be
furnished pursuant to any other paragraph of this Section 11; and

               (g)  such other information respecting the
Company's, or its Subsidiaries' business, financial condition or
prospects as any Stockholder may, from time to time, reasonably
request in writing.
          
     Provided that the obligations of the Company contained in
this Section 11 (other than those obligations contained in clause
(e) above) shall continue until the earlier of the consummation
of a Public Sale, Approved Sale, or a Qualified Public Offering. 

          12.  Amendment and Waiver.  Except as otherwise
provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective against the
Company or the Stockholders unless such modification, amendment
or waiver is approved in writing by the Company and the holders
of not less than 51% of the Stockholder Shares, respectively. 
Notwithstanding anything to the contrary, no modification,
amendment or waiver or any provision of this Agreement that
adversely affects the rights or obligations of any Stockholder
relative to the rights and obligations of the Other Stockholders
hereunder shall be effective against such Stockholder unless
approved in writing by such Stockholder.  The failure of any
party to enforce any of the provisions of this Agreement shall in
no way be construed as a waiver of such provisions and shall not
affect the right of such party thereafter to enforce each and
every provision of this Agreement in accordance with its terms.

          13.  Severability.  Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of
this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never
been contained herein.


<PAGE> 




          14.  Entire Agreement.  Except as otherwise expressly
set forth herein, this document and the other Transaction
Documents embody the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and
supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.

          15.  Successors and Assigns.  Except as otherwise
provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by the Company and its successors
and assigns and the Stockholders and any subsequent holders of
Company Shares and the respective permitted successors and
assigns of each of them, so long as they hold Company Shares.

          16.  Counterparts.  This Agreement may be executed in
separate counterparts each of which shall be an original and all
of which taken together shall constitute one and the same
agreement.

          17.  Remedies.  The parties hereto shall be entitled to
enforce their rights under this Agreement specifically to recover
damages by reason of any breach of any provision of this
Agreement and to exercise all other rights existing in their
favor.  The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that the Company, and may in its
sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief
(without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement.

          18.  Notices.  All notices, demands or other
communications to be given or delivered under or by reason of the
provisions of this Agreement will be in writing and will be
deemed to have been given at such time as (i) actually received,
when delivered personally, (ii) mailed by certified or registered
mail, return receipt requested and postage prepaid, or sent via a
nationally recognized overnight courier, or (iii) sent via
facsimile to the recipient accompanied by a certified or
registered mailing.  Such notices, demands and other
communications will be sent to the Company and the Stockholders
at the address set forth below or at such address or to the
attention of such other person as the recipient party has
specified by prior written notice to the sending party. 

          To the Company:

               Roma Restaurant Holdings, Inc.
               c/o Romacorp, Inc.
               9304 Forest Lane, Suite 200
               Dallas, TX 75243
               Attention: Robert Page
               Facsimile: (214) 343-7725
               

<PAGE> 



          With copies (which shall not constitute notice to the
Company) to:

               Sentinel Capital Partners, L.P.
               777 Third Avenue, 32nd Floor
               New York, NY 10017
               Attention: David S. Lobel
                         John F. McCormack
               Facsimile: (212) 688-6513

               and

               Kirkland & Ellis
               Citicorp Center
               153 East 53rd Street
               New York, NY 10022
               Attention: Frederick Tanne, Esq.
               Facsimile: (212) 446-4900

          To Sentinel or Sentinel II:

               Sentinel Capital Partners, L.P.
               777 Third Avenue, 32nd Floor
               New York, NY 10017
               Attention: David S. Lobel
                       John F. McCormack
                       Eric D. Bommer
               Facsimile: (212) 688-6513

          with a copy (which shall not constitute notice to
Sentinel) to:

               Kirkland & Ellis
               Citicorp Center
               153 East 53rd Street
               New York, NY 10022
               Attention: Frederick Tanne, Esq.
               Facsimile: (212) 446-4900

          To Omega:

               Omega Partners, L.P.
               One Palmer Square
               Suite 425
               Princeton, NJ  08542

          To the Travelers Group:




          To Holdings:

               NPC Restaurant Holdings, Inc.
               c/o NPC International, Inc.
               14400 College Blvd., Suite 201
               Lenexa, KS 66215
               Attention: Troy D. Cook
               Facsimile: (913) 327-5849

          With a copy (which shall not constitute notice to
Holdings) to:

               John A. Granda, Esq.
               Stinson, Mag & Fizzell, P.C.
               1201 Walnut Street, Suite 2800
               Kansas City, MO 64106
               Facsimile: (816) 691-3495

          19.  GOVERNING LAW.  ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.

          20.  Descriptive Headings.  The descriptive headings of
this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.


                        *   *   *   *   *


<PAGE> 




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

                              ROMA RESTAURANT HOLDINGS, INC.
                              
                              
                              By:___________________________
                              Name: 
                              Title: 
                              
                              
                              SENTINEL CAPITAL PARTNERS, L.P.
                              
                              By   Sentinel Partners, L.P.
                              Its: General Partner
                              
                              By:  Sentinel Partners, Inc.
                              Its: General Partner
                              
                              
                              By:__________________________
                              Name:
                              Title:
                              
                              
                              SENTINEL CAPITAL PARTNERS II, L.P.
                              
                              By   Sentinel Partners II, L.P.
                              Its: General Partner
                              
                              By:  Sentinel Partners II, Inc.
                              Its: General Partner
                              
                              
                              By:_____________________________
                              Name:
                              Title:
                              
                              
                              OMEGA PARTNERS, L.P.
                              
                              
                              
                              By:______________________________
                              Name:     Michael J. Myers
                              Title:    General Partner


                              PROVIDENT FINANCIAL GROUP, INC.
                              
                              
                              
                              By:______________________________
                              Name:     
                              Title:    
                              
                              
                              TRAVELERS CASUALTY AND SURETY
                              COMPANY
                              
                              
                              By: _______________________________
                              Name:     
                              Title:         
                              
                              
                              THE TRAVELERS INSURANCE COMPANY
                              
                              
                              By:  ___________________________________
                              Name:     
                              Title:         
                              
                              
                              THE TRAVELERS LIFE AND ANNUITY
                              COMPANY
                              
                              
                              By:  __________________________________
                              Name:     
                              Title:         
                              
                              
                              THE PHOENIX INSURANCE COMPANY
                              
                              
                              By:  __________________________________
                              Name:     
                              Title:         
                              
                              NPC RESTAURANT HOLDINGS, INC.
                              
                              
                              By:  ___________________________________
                              Name:     
                              Title:    
                              

<PAGE> 



                            EXHIBIT A

                        FORM OF JOINDER TO
                      STOCKHOLDERS AGREEMENT

          THIS JOINDER to the Stockholders Agreement, dated as of
___________, 199_ by and among Roma Restaurant Holdings, Inc., a
Delaware corporation (the "Company"), and certain stockholders of
the Company (the "Agreement"), is made and entered into as of
_________ by and between the Company and _________________
("Holder").  Capitalized terms used herein but not otherwise
defined shall have the meanings set forth in the Agreement.

          WHEREAS, Holder has acquired certain shares of Common
Stock ("Holder Stock"), and the Agreement and the Company
requires Holder, as a holder of Common Stock, to become a party
to the Agreement, and Holder agrees to do so in accordance with
the terms hereof.

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

          1.  Agreement to be Bound.  Holder hereby agrees that
upon execution of this Joinder, it shall become a party to the
Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement as though an
original party thereto and shall be deemed a Stockholder for all
purposes thereof.  In addition, Holder hereby agrees that all
Common Stock held by Holder shall be deemed Company Shares for
all purposes of the Agreement.

          2.  Successors and Assigns.  Except as otherwise
provided herein, this Joinder shall bind and inure to the benefit
of and be enforceable by the Company and its successors and
assigns and Holder and any subsequent holders of Holder Stock and
the respective successors and assigns of each of them, so long as
they hold any shares of Holder Stock.

          3.  Counterparts.  This Joinder may be executed in
separate counterparts each of which shall be an original and all
of which taken together shall constitute one and the same
agreement.

          4.  Notices.  For purposes of Section 18 of the
Agreement, all notices, demands or other communications to the
Holder shall be directed to:

                    [Name]
                    [Address]
                    [Facsimile Number]

          5.  GOVERNING LAW.   ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS JOINDER SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF

<PAGE> 



DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE. 

          6.   Descriptive Headings.  The descriptive headings of
this Joinder are inserted for convenience only and do not
constitute a part of this Joinder.

                        *   *   *   *   *



<PAGE> 



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

                          ROMA RESTAURANT HOLDINGS, INC.
                          
                          By:________________________________
                          Name:
                          Title:
                          
                          
                          [HOLDER]
                          
                          
                          By:_________________________________
                          
                          

<PAGE> 



                                                        EXHIBIT B
                          Schedule 1.4.1
                       Adjustment Statement


                                                  Closing Date

Current Assets (1):
     1.   Cash                                    $ ________
     2.   Net Accounts Receivable                   ________
     3.   Inventory                                 ________
     4.   Prepaid Expenses (excluding net 
          pre-opening costs)                        ________
     5.   An amount equal $28,055.56 for each 
          full day that the Closing Date is later 
          than the Effective Date                   ________
     6.   Total Current Assets (the sum of 1, 2, 
          3, 4 and 5)                             $ ________

Current Liabilities (1):
     7.   Trade Accounts Payable                  $ ________
     8.   Checks in Excess of Cash Balances         ________
     9.   Accrued Expenses                          ________
     10.  Total Current Liabilities (the sum of 
          7, 8 and 9)                             $ ________

Adjustment Amount:
     11.  If (6 minus 10) is greater than $____ (2),
          total cash due NPC Group is equal to 
          the difference between (6 minus 10) 
          and $__________ (2)                     $ ________
     12.  If (6 minus 10) is less than $____ (2),
               total cash due Investor is equal 
               to the difference between $______ 
               (2) and (6 minus 10)               $ ________




(1)  Excluding the closure reserve and health and worker's
     compensation reserves, intercompany receivables and payables
     to and from NPC Group and the Company.

(2)  This blank shall be completed by inserting the average
     Working Capital at the end of the 12 fiscal month periods
     prior to Closing.