VOLUME SERVICES AMEPICA

                                                                      John T Dee
                                                                        Chairman
                                                         Chief Executive Officer

January 5, 2001


Mr. Kenneth R. Frick
2 Laurel Lane
Campobello, SC 29322

                        Re: Enhanced Severance Benefits
                            ---------------------------

Dear Mr. Frisk:

     As you know, the shareholders of Volume Services America Holdings, Ins. are
exploring  the  possible  sale of all or  substanially  all of the  business  of
Holdings  and   its   subsidiaries   (the  "Company")  to  a  person  or  entity
unaffiliated with Blackstone Capital Partners II Merchant Banking Fund L.P. (the
"Purchaser"),  by means of a  disposition  of  stock,  assets or  otherwise (the
"Disposition").

     It is not yet certain that any transaction will occur. However, the Company
recognizes  that the  uncertainties  surrounding  this  event  may result in the
loss or distraction of a limited number of key employees,  including you, to the
detriment of the Company.

     Therefore,  the Company has decided to enhance the  benefits  that you will
receive  under your  Employment  Agreement  dated as of  November  17, 1995 (the
"Employment  Agreement"),  in the event that the  following two  conditions  are
satisfied:  (a) the  Disposition  closes on or before  December 31, 2001 and (b)
your employment  terminates in connection  with, or within the twelve (12) month
period  following,  the  closing of the  Disposition  because the Company or the
Purchaser  materially  breaches your  Employment  Agreement or  terminates  your
employment  for any reason  other than Just Cause  (which for  purposes  of this
enhancement only is limited to those acts or omissions enumerated in subsections
(i) through (v) of Section 5 (b) (4) of your  Employment  Agreement),  permanent
disability or death. The two conditions described in this paragraph are referred
to as the "Enhanced Severance  Conditions." (Please note that the termination of
your employment under any other  circumstances,  including,  but not limited to,
your  rejection of an offer of continued  employment by the Purchaser  under the
terms of the Employment Agreement,  as modified herein, will be governed by your
Employment Agreement.)
<PAGE>

Mr. Kenneth R. Frick
January 5, 2001
Page 2

Enhanced Severance Benefits
---------------------------

     In the event the Enhancef Severance Conditions occur, you shall be entitled
to receive,  from the Company or, if applicable,  the Purchaser,  in lieu of any
and all other notice  (including  notice under  Section 5(a) of your  Employment
Agreement), payments, and benefits to which you would otherwise be entitled upon
termination,  under your Employment Agreement or otherwise, the following: (1) a
lump sum  payment  equal to three (3) years of your base salary  (excluding  all
forms of extra compensation),  plus the Company subsidy for eighteen (18) months
of COBRA  coverage,  less  withholdings  for  taxes,  but up to a maximum  gross
payment equal to two and ninety-nine  one hundredths  times (2.99x) your average
W-2 compensation for the five (5) calendar years preceding the Disposition;  (2)
payment  for the  accrued  but  unused  part of your  vacation  in the  year the
termination  of your  employment  occurs;  (3)  notwithstanding  anything to the
contrary in any bonus plan,  payment for any accrued,  but unpaid,  bonus at the
time of  termination  or a  pro-rated  amount  of your  bonus in the  event  the
termination  occurs prior to the end of the Company's fiscal year, but in either
case payable at the end of the second month following the end of the fiscal year
to which the bonus applies;  (4)  reimbursement of expenses incurred through the
date of termination; and (5) outplacement counseling and the support services of
an Executive  outplacement  firm until you are  re-employed,  but no longer than
eighteen (18) months after termination.

     Payment of these Enhanced Severance Benefits shall be conditioned upon your
execution  of a full  release  of all  claims  against  the  Company  and/or the
Purchaser  (other  than  claims  with  respect  to vested  retirement  benefits,
deferred  compensation,  stock options and limited  partnership  interests;  and
other than with respect to workers  compensation claims) in a form acceptable to
the Company or, if applicable, the Purchaser.

     This  correspondence  contains the entire agreement  concerning its subject
matter and replaces any other  compensation Plan, promise or arrangement you may
have or may be eligible for  concerning  its subject matter except that it shall
only amend and replace your Employment  Agreement to the extent of enhancing the
severance available under the Enhanced Severance Conditions as described herein.
Your Employment Agreement shall otherwise remain in full force and effect. These
Enhanced  Severance  Benefits shall expire if the closing of the  Disposition of
the Company has not occurred by December 31, 2001.

                                                 Sincerely,

                                                 VOLUME SERVICES AMERICA, INC.

                                                 /s/ John T. Dee

                                                 John T. Dee
                                                 Chairman and Chief Executive
                                                 Officer