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                                                                     EXHIBIT 4.2

                                                                  Conformed Copy

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated as of December 10, 2003
(this "Agreement"), among Volume Services America Holdings, Inc., a Delaware
corporation (the "Company"), VSI Management Direct L.P., a Delaware limited
partnership (including any successors, assigns and Transferees (as defined
below) thereof, collectively "VSI"), BCP Volume L.P., a Delaware limited
partnership, BCP Offshore Volume L.P., a Cayman Islands limited partnership,
(BCP Volume L.P. and BCP Offshore Volume L.P., in each case, including any
successors, assigns and Transferees thereof, collectively "Blackstone"),
Lawrence E. Honig and Kenneth R. Frick (including any heirs, personal
representatives, successors, assigns and Transferees thereof, "Management" and
each a "member of Management") and Recreational Services L.L.C., a Delaware
limited liability company (including successors, assigns and Transferees
thereof, collectively "Recreational Services"); VSI, Blackstone, Management and
Recreational Services, collectively, the "Holders."

                                   BACKGROUND

                  1.       As of the date hereof, after giving effect to the
initial public offering referred to below, VSI, Blackstone and Recreational
Services are the beneficial holders of 6,768,324 shares of Common Stock (as
defined below) of the Company.

                  2.       The Company has effected an initial public offering
of Income Deposit Securities ("IDSs"), each IDS representing one share of the
Company's Common Stock and a $5.70 principal amount of 13.5% subordinated note
due 2013 of the Company (the "Subordinated Notes") pursuant to an effective
registration statement under the Securities Act (as defined herein) in the
United States and pursuant to a long form prospectus or any amendment or
supplement thereto, in the English and French languages, in Canada.

                  3.       Management will own IDSs and the other Holders will
continue to own a portion of their shares of Common Stock. Upon any sale of such
shares of Common Stock by the other Holders, at the option of such Holders, the
Company shall exchange with the purchasers thereof a portion of such shares of
Common Stock for an amount of Subordinated Notes such that the purchasers
thereof shall be able to combine the applicable number of shares of Common Stock
and principal amount of Subordinated Notes to form integral numbers of IDSs.

                  4.       The Company has agreed to provide certain
registration rights to the Holders with respect to their shares of Common Stock
(which include the exchange rights described in paragraph 3 above) and any IDSs
they hold upon the terms and subject to the conditions set forth herein.

                  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 Agreement
hereby agree as follows:

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                                    ARTICLE I

                                   DEFINITIONS

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

                  "Agreement" shall have the meaning specified in the
         introductory paragraph hereto.

                  "Blackstone" shall have the meaning specified in the
         introductory paragraph hereto.

                  "Canadian Prospectus" shall mean a prospectus (including a
         short form prospectus) prepared in accordance with applicable Canadian
         Securities Laws for the purposes of qualifying securities for
         distribution or distribution to the public, as the case may be, in any
         province or territory of Canada.

                  "Canadian Securities Law" shall mean statutes and regulations
         applicable to the trading of securities in any province or territory of
         Canada including applicable rules, policy statements and blanket
         rulings and orders promulgated by Canadian securities regulatory
         authorities.

                  "Common Stock" means the common shares, par value $0.01 per
         share, of the Company and any securities issued or distributed in
         respect thereof, or in substitution therefor, in connection with any
         stock split, dividend, spin-off or combination, or any
         reclassification, recapitalization, merger, consolidation, exchange or
         other similar reorganization or business combination.

                  "Common Stock Equivalents" means any stock, warrants, rights,
         calls, options, debt or other securities exchangeable or exercisable
         for or convertible into Common Stock.

                  "Company" shall have the meaning specified in the introductory
         paragraph hereto.

                  "Company Offering" shall have the meaning specified in Section
         2.6 hereto.

                  "Delay Notice" shall have the meaning specified in Section
         2.6(b) hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, or any similar federal statute then in effect, and a
         reference to a particular section thereof shall be deemed to include a
         reference to the comparable section, if any, of any such similar
         federal statute.

                  "Governmental Entity" shall mean any court, department, body,
         board, bureau, administrative agency or commission or other
         governmental authority or instrumentality, whether in the United States
         or Canada.

                  "Holders" shall have the meaning specified in the introductory
         paragraph hereto.

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                  "IDSs" shall have the meaning specified in the Recitals
         hereto.

                  "Information Delay Notice" shall have the meaning specified in
         Section 2.6(b) hereto.

                  "Inspectors" shall have the meaning specified in Section
         5.1(l) hereto.

                  "Majority Holders" shall mean the Holders of a majority of the
         voting power of all such securities (including IDSs) held by such
         Holders; provided that all such securities shall be treated as having
         the voting rights of any underlying securities.

                  "Majority Sellers" means a majority (based on the number of
         Registrable Securities owned) of the Holders eligible to sell pursuant
         to this Agreement.

                  "Management" shall have the meaning specified in the
         introductory paragraph hereto.

                  "NASD" shall have the meaning specified in this Section 1.1
         (under "Registration Expenses" below).

                  "Person" means an individual, corporation, limited liability
         company, association, partnership, group (as defined in Section
         13(d)(3) of the Exchange Act), trust, joint venture, business trust or
         unincorporated organization, Governmental Entity or any other entity of
         any nature whatsoever.

                  "register," "registered" and "registration" refer to a
         registration effected by preparing and filing a registration statement
         in compliance with the Securities Act and the effectiveness of such
         registration statement. In addition, unless inconsistent with the
         context: (i) the term "registration" and any references to the act of
         registering include the qualification under Canadian Securities Laws of
         a Canadian Prospectus in respect of a distribution or distribution to
         the public, as the case may be, of securities; (ii) the term
         "registered" as applied to any securities includes a distribution or
         distribution to the public, as the case may be, of securities so
         qualified; (iii) the term "registration statement" includes a Canadian
         Prospectus; (iv) and reference to a registration statement having
         become effective, or similar references, shall include a Canadian
         Prospectus for which a final receipt has been obtained from the
         relevant Canadian securities regulatory authorities; and (v) the
         provisions of this Agreement shall be applied, mutatis mutandis, to any
         proposed distribution of securities hereunder in any province or
         territory of Canada or to which the prospectus requirements under any
         of the Canadian Securities Laws shall otherwise apply.

                  "Recreational Services" shall have the meaning specified in
         the introductory paragraph hereto.

                  "Registrable Securities" shall mean Common Stock, IDSs,
         Subordinated Notes and any shares of Common Stock owned or to be
         acquired upon conversion, exercise or exchange of Common Stock
         Equivalents, in each case now or hereafter owned by the

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         Holders or any Transferee thereof. As to any particular Registrable
         Securities, once issued, such Registrable Securities shall cease to be
         Registrable Securities when (i) a registration statement with respect
         to the sale by the applicable Holder of such securities has become
         effective under the Securities Act or when a prospectus has been
         receipted under the applicable Canadian Securities Laws, and such
         securities have been disposed of in accordance with such registration
         statement or prospectus, as the case may be, (ii) such securities have
         been distributed to the public pursuant to Rule 144 (or any successor
         provision) under the Securities Act or equivalent provisions under
         Canadian Securities Laws, as applicable, (iii) such securities have
         been otherwise transferred, new certificates for such securities not
         bearing a legend restricting further transfer have been delivered by
         the Company and subsequent disposition of such securities does not
         require registration or qualification of such securities under the
         Securities Act, applicable Canadian Securities Laws or any state
         securities or blue sky law then in force, or (iv) such securities have
         ceased to be outstanding.

                  "Registration Expenses" shall mean all expenses incident to
         the Company's performance of or compliance with this Agreement,
         including all SEC, stock exchange or quotation system, National
         Association of Securities Dealers, Inc. (the "NASD"), Canadian
         securities regulatory authorities and Canadian stock exchange
         registration and filing fees and expenses, fees and expenses of
         compliance with securities or blue sky laws (including reasonable fees
         and disbursements of counsel for any underwriters in connection with
         blue sky qualifications of the Registrable Securities), rating agency
         fees, printing expenses, messenger, telephone and delivery expenses,
         the fees and expenses incurred in connection with the listing of the
         securities to be registered on any securities exchange or quotation
         system, fees and disbursements of counsel for the Company and all
         independent certified public accountants (including the expenses of any
         annual audit, special audit and "cold comfort" letters required by or
         incident to such performance and compliance), securities laws liability
         insurance (if the Company so desires), the fees and disbursements of
         underwriters (including all fees and expenses of any "qualified
         independent underwriter" required by the rules of the NASD) customarily
         paid by issuers or sellers of securities, the expenses customarily
         borne by the issuers of securities in a "road show" presentation to
         potential investors, the reasonable fees and disbursements of one legal
         counsel for the selling Holders in each registration (as selected by
         the Majority Sellers), the reasonable fees and expenses of any special
         experts retained by the Company in connection with such registration,
         and fees and expenses of other persons retained by the Company (but not
         including any underwriting discounts or commissions (which shall be
         paid or borne by the selling Holder) or transfer taxes, if any,
         attributable to the sale of Registrable Securities) and other
         reasonable out-of-pocket expenses of the Holders.

                  "Requesting Party" shall have the meaning specified in Section
         2.1 hereto.

                  "SEC" shall mean the Securities and Exchange Commission or any
         other federal agency at the time administering the Securities Act or
         the Exchange Act.

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                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, or any similar federal statute then in effect, and a reference
         to a particular section thereof shall be deemed to include a reference
         to the comparable section, if any, of any such similar federal statute.

                  "Shelf Registration" shall have the meaning specified in
         Section 2.4 hereto.

                  "Subordinated Notes" shall have the meaning specified in the
         Recitals hereto.

                  "Transaction Delay Notice" shall have the meaning specified in
         Section 2.6(a) hereto.

                  "Transferee" means any Person to whom any Holder or any
         Transferee thereof transfers Registrable Securities, including any
         Person who purchases shares of Common Stock from the Holders and
         receives Subordinated Notes from the Company in exchange for a portion
         of the Common Stock purchased from the Holders.

                                   ARTICLE II

                               DEMAND REGISTRATION

         2.1      Request for Registration. After compliance with the procedures
set forth herein, upon the written request of any Holder (other than Management)
(the "Requesting Party"), at any time after June 2, 2004 (and subject to the
procedures of this paragraph), requesting that the Company effect the
registration under the Securities Act and/or applicable Canadian Securities Laws
of all or part of the Registrable Securities and specifying the intended method
of disposition thereof, and provided that such Holder beneficially owns more
than 1% of the outstanding shares of Common Stock or shares or securities
exchangeable for or convertible into more than 1% of the outstanding shares of
Common Stock, the Company will use its best efforts to effect the registration
under the Securities Act and applicable Canadian Securities Laws of such
Registrable Securities (which registration shall also include any Registrable
Securities requested by the other Holders to be included in such registration
request made by the Requesting Party). Prior to making such request, the
Requesting Party shall notify the other Holders (other than Management) of its
intent to make such request and, upon the affirmative decision of the Majority
Holders (other than Management) to proceed with such request, afford such other
Holders the opportunity to include Registrable Securities in such request. The
Requesting Party, any other selling Holder and the Company shall consult with
one another at the beginning of, and throughout, the registration process to
coordinate the timing of the proposed offering, among other things, with respect
to the existence of any material business combination discussions that may be
ongoing. So long as the IDSs and/or underlying Common Stock and Subordinated
Notes are listed and/or registered in both the United States and Canada, any
such demand for registration and the intended method of disposition thereof
shall take the form of a dual offering in the United States and Canada similar
to the initial public offering of the Company, or any other form as specified by
the Majority Sellers. Notwithstanding the foregoing, in no event shall the
Company have any obligation to effect an underwritten public offering under this
Section 2.1 unless the amount of the Registrable Securities requested to be
included in such offering would result in initial aggregate proceeds (determined
at the time of the time of the initial filing of the registration statement
relating thereto) in excess of $10,000,000; provided, however, that if the
Holders have at least one demand registration right

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remaining, the Holders may make a demand registration pursuant to this Section
2.1 if such demand registration is for the remaining shares of Registrable
Securities of such Holders, even if such offering would result in initial
aggregate proceeds (determined at the time of the time of the initial filing of
the registration statement relating thereto) less than $10,000,000.

                  Notwithstanding anything in this Article II to the contrary,
in no event will the Holders collectively be entitled to more than three
registrations pursuant to this Section 2.1, except that the following shall not
constitute a registration for this purpose: a registration so requested (i) that
is not deemed to have been effected pursuant to Section 2.3 or (ii) where the
number of Registrable Securities included by the Holders in such registration
and sold pursuant thereto is less than 75% of the number of shares of
Registrable Securities sought to be included by the Holders in such
registration.

         2.2      Registration Statement Form. If any registration requested
pursuant to this Article II which is proposed by the Company to be effected by
the filing of a registration statement on Form S-3 (or any successor or similar
short-form registration statement) and any Canadian equivalent shall be in
connection with an underwritten public offering, and if the managing underwriter
shall advise the Company in writing that, in its opinion, the use of another
form of registration statement is of material importance to the success of such
proposed offering, then such registration shall be effected on such other form.

                  The Company agrees to include in any registration statement
all information which, in the reasonable opinion of counsel to the underwriters,
if any, the selling Holders or the Company, is required to be included.

         2.3      Effective Registration Statement. A registration requested
pursuant to this Article II shall not be deemed to have been effected:

                  (i) unless a registration statement with respect thereto has
become effective and remained effective in compliance with the provisions of the
Securities Act and applicable Canadian securities laws for at least six months
with respect to the disposition of all Registrable Securities covered by such
registration statement or, if earlier, until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition thereof set forth in such registration statement, unless
these circumstances have not occurred primarily as a result of acts or omissions
of any selling Holder or any authorized agent thereof;

                  (ii) if after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC, the applicable Canadian securities regulatory authorities or other
Governmental Entity for any reason not attributable to any selling Holder or any
of their Affiliates and has not thereafter become effective; or

                  (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived.

         2.4      Shelf Registration. If the Company has used and is then
generally using registration statements pursuant to Rule 415 under the
Securities Act and pursuant to an equivalent provision under Canadian Securities
Laws, including National instrument 44-102, as applicable (the "Shelf

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Registration") for the sale of IDSs or Common Stock, the Majority Sellers shall
be permitted to request that any registration under this Article II be made
under a Shelf Registration. The Company shall use its reasonable best efforts to
keep such Shelf Registration continuously effective for the period beginning on
the date on which the Shelf Registration is declared effective and ending on the
first date that there are no Registrable Securities covered by such
registration. During the period during which the Shelf Registration is
effective, the Company shall supplement or make amendments to the Shelf
Registration, if required by the Securities Act or Canadian Securities Laws or
if reasonably requested by the Majority Sellers or an underwriter of Registrable
Securities, including to reflect any specific plan of distribution or method of
sale, and shall use its reasonable best efforts to have such supplements and
amendments declared effective, if required, as soon as practicable after filing.

         2.5      Priority in Requested Registrations. If a requested
registration pursuant to this Article II involves an underwritten offering and
the managing underwriter (in consultation with the underwriter appointed by the
Majority Sellers pursuant to Section 2.8 below) advises the Company and the
Holders in writing that, in its opinion, the number of securities requested to
be included in such registration by all Holders, the Company and other holders
(including securities of the Company which are not Registrable Securities and
which the holder thereof has the right to include in any such registration)
exceeds the largest number of securities which can be sold without reasonably
expecting to have an adverse effect on such offering, including the price at
which such securities can be sold, the number of such securities to be included
in such registration shall be reduced to such extent, and the Company shall
include in such registration such maximum number of securities as follows: (a)
first, all the Registrable Securities requested to be included in such
registration by the Holders, and if all the Registrable Securities requested to
be included in such registration by the Holders exceeds the number of securities
that the Company has been advised can be sold in such offering without having
the adverse effect referred to above, the aggregate of the number of Registrable
Securities requested to be included in such registration by the Holders shall be
limited to such extent, and shall be allocated pro rata among the Holders on the
basis of the relative number of such securities then held by each Holder;
provided that any such amount thereby allocated to each Holder that exceeds such
Holder's request shall be reallocated among the Holders in like manner, as
applicable, (b) second, to the extent that the number of Registrable Securities
which the Holders have requested to be included in such registration is less
than the number of securities which the Company has been advised can be sold in
such offering without having the adverse effect referred to above, all the
securities which the Company proposes to sell for its own account and (c) third,
to the extent that the number of securities which the Holders have requested to
be included in such registration and the number of securities which the Company
proposes to sell for its own account is, in the aggregate, less than the number
of securities which the Company has been advised can be sold in such offering
without having the adverse effect referred to above, the number of securities
requested to be included in such registration by all other holders thereof which
number shall be limited to such extent, and, subject to any rights of such other
holders, shall be allocated pro rata among all such holders on the basis of the
relative number of such securities then held by each such holder; provided that
any such amount thereby allocated to any such holder that exceeds such holder's
request shall be reallocated among the remaining requesting holders in like
manner. If any Holder advises the managing underwriter of any underwritten
offering that the Registrable Securities and other securities covered by the
registration statement cannot be sold in such offering within a price range
acceptable to such Holder, then such Holder shall have the right to exclude all
or any portion of its Registrable Securities from registration.

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         2.6      Postponements in Requested Registrations. (a) If, upon receipt
of a registration request pursuant to Section 2.1, the Company is advised in
writing by a nationally recognized investment banking firm in the United States
or Canada selected by the Company that, in such firm's opinion, a registration
by the Company at the time and on the terms requested would adversely affect any
public offering of securities of the Company (other than in connection with
employee benefit and similar plans) (a "Company Offering") with respect to which
the Company has commenced preparations for a registration prior to the receipt
of a registration request pursuant to Section 2.1 and the Company furnishes the
Holders with a certificate signed by the Chief Executive Officer or Chief
Financial Officer of the Company to such effect (the "Transaction Delay Notice")
promptly after such request, the Company shall not be required to effect a
registration pursuant to Section 2.1 until the earliest of (i) 30 days after the
completion of such Company Offering, (ii) promptly after the abandonment of such
Company Offering or (iii) 90 days after the date of the Transaction Delay
Notice; provided that in any event the Company shall not be required to effect
any registration prior to the termination, waiver or reduction of any "blackout
period" required by the underwriters to be applicable to the Holders in
connection with any Company Offering; provided further that in no event shall
the Company delay such registration for more than 180 days.

                  (b) If upon receipt of a registration request pursuant to
Section 2.1 or while a registration request pursuant to Section 2.1 is pending,
the Company determines in its good faith judgment after consultation with its
securities counsel that the filing of a registration statement or any amendment
thereto would require disclosure of material information which the Company has a
bona fide business purpose for preserving as confidential and the Company
provides the Holders written notice (the "Information Delay Notice" and,
together with the Transaction Delay Notice, the "Delay Notice") thereof promptly
after the Company makes such determination, which shall be made promptly after
the receipt of any request, the Company shall not be required to comply with its
obligations under Section 2.1 until the earlier of (i) the date upon which such
material information is disclosed to the public or ceases to be material or (ii)
30 days after the Holders' receipt of such notice.

                  (c) Notwithstanding the foregoing provisions of this Section
2.6, the Company shall be entitled to serve only one Delay Notice (A) within any
period of 180 consecutive days or (B) with respect to any two consecutive
registrations requested pursuant to Section 2.1.

         2.7      Expenses. The Company will pay all Registration Expenses in
connection with the registrations requested pursuant to Section 2.1.

         2.8      Selection of Underwriters. If in any requested registration
pursuant to Article II the Majority Sellers request that such registration shall
be in the form of an underwritten offering, such offering shall be an
underwritten offering and the Majority Sellers shall have the right to select
any investment banker and manager or co-managers to administer the offering,
subject to the consent of the Company (which shall not be unreasonably withheld
or delayed). The Company and all participating Holders shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting, as well as all other documents customary in
similar offerings, including underwriting agreements, custody agreements, powers
of attorney, and indemnification agreements.

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         2.9      Limitation on Separate Registration of Common Stock.
Notwithstanding any registration demand under this Article II to the contrary,
the Company shall not be required to register any sale of separate Common Stock
(that is not represented by IDSs or not offered as part of the exchange right
under the Stockholders Agreement (as defined below)) at any time that the Common
Stock is not then listed and trading on the American Stock Exchange, the Toronto
Stock Exchange or any other national securities exchange or quotation system.
This Section 2.9 shall have no force and effect if the IDSs no longer exist or
the Common Stock and Subordinated Notes have separated from the IDSs and are
trading separately.

                                   ARTICLE III

                             INCIDENTAL REGISTRATION

         3.1      Right to Include Registrable Securities. If the Company
proposes to register any of its IDSs, Common Stock, Common Stock Equivalents,
Subordinated Notes or other securities or any security convertible into or
exchangeable or exercisable for any Common Stock, Common Stock Equivalents,
Subordinated Notes or other securities of the Company (other than in connection
with an employee stock option or other benefit plan) under the Securities Act
(other than: (i) a registration on Form S-8, S-4 or any successor or similar
forms; or (ii) a similar registration under Canadian Securities Laws) and
applicable Canadian Securities Laws (or under the Securities Act or applicable
Canadian Securities Laws if the offering will not be registered under both the
Securities Act and applicable Canadian Securities Laws), whether or not for sale
for its own account (and including any registration pursuant to a request or
demand registration right of any other person), at any time, then the Company
will each such time, subject to the provisions of Section 3.2 hereof, give
prompt written notice to the Holders of its intention to do so and of the
Holders' rights under this Article III, at least 30 days prior to the
anticipated filing date of the registration statement relating to such
registration; provided, in the case of a registration pursuant to Article II,
the Company need not provide such notice to any Holder participating in such
registration but will provide such notice to the Management Holders. Such notice
shall offer the Holders the opportunity to include in such registration
statement such number of Registrable Securities as each Holder may request. Upon
the written request of any Holder made within 15 days after the receipt of the
Company's notice (which request shall specify the number of Registrable
Securities intended to be disposed of by such Holder), the Company shall use its
best efforts to effect the proposed registration under the Securities Act and
applicable Canadian Securities Laws of all Registrable Securities which the
Company has been so requested to register by such Holder to the extent requisite
to permit the disposition of the Registrable Securities so to be registered;
provided that (i) if such registration involves an underwritten offering, any
such Holder must sell its Registrable Securities to the underwriters selected by
the Company on the same terms and conditions as apply to the Company (except
that indemnification obligations of any such Holder shall be limited to those
obligations set forth in Article VI hereof) and (ii) if, at any time after
giving written notice of its intention to register any securities pursuant to
this Section 3.1 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 to
each such Holder and, thereupon, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration. If a
registration pursuant to this Section 3.1 involves an underwritten public
offering, any such Holder may elect, in writing no less than one business day
prior to the effective date of the registration statement filed in connection
with such registration, not to register such securities in connection with such

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                                                                              10

registration. No registration effected under this Article III shall relieve the
Company of its obligations to effect registrations upon request under Article II
hereof. The Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Article III.

         3.2      Priority in Incidental Registrations. If a registration
pursuant to this Article III involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the number of
securities (including IDSs and all Registrable Securities) which the Company,
the Holders and any other persons intend to include in such registration exceeds
the largest number of securities which can be sold without reasonably expecting
to have an adverse effect on such offering, including the price at which such
securities can be sold, the number of such securities to be included in such
registration shall be reduced to such extent, and the Company will include in
such registration such maximum number of securities as follows: first, all the
securities the Company proposes to sell for its own account pursuant to Section
3.1 in such registration and second, to the extent that the number of securities
which the Company proposes to sell for its own account pursuant to Section 3.1
hereof is less than the number of securities which the Company has been advised
can be sold in such offering without having the adverse effect referred to
above, the aggregate of the number of Registrable Securities requested to be
included in such registration by the Holders and the number of any other such
securities requested to be included in such registration by other holders shall
be limited to such extent, and shall be allocated pro rata among the Holders and
all such holders on the basis of the relative number of such securities then
held by each Holder and each such holder; provided that any such amount thereby
allocated to each Holder or any such other holder that exceeds such Holder's or
such holder's request, respectively, shall be reallocated among the Holders and
the remaining requesting holders in like manner, as applicable.

                                   ARTICLE IV

                               HOLDBACK AGREEMENTS

         4.1      Restrictions on Public Sale by the Company and Others. If any
registration of Registrable Securities shall be made in connection with an
underwritten public offering, the Company agrees (i) not to effect any public
sale or distribution of any IDSs, Common Stock, Common Stock Equivalents,
Subordinated Notes or other securities or of any security convertible into or
exchangeable or exercisable for any IDSs, Common Stock, Common Stock
Equivalents, Subordinated Notes or other securities of the Company (other than
in connection with an employee stock option or other benefit plan) during the 30
days prior to, and during the 180-day period beginning on, the closing date of
the sale of the Registrable Securities pursuant to an effective registration
statement (except as part of such registration) and (ii) that any agreement
entered into on or after the date of this Agreement pursuant to which the
Company issues or agrees to issue any privately placed IDSs, Common Stock,
Common Stock Equivalents, Subordinated Notes or other securities shall contain a
provision under which holders of such securities agree not to effect any public
sale or distribution of any such securities during the period referred to in the
foregoing clause (i), including any sale pursuant to Rule 144 under the
Securities Act and the equivalent provisions under Canadian Securities Laws,
including OSC Rule 45-501 (except as part of such registration, if permitted).

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                                    ARTICLE V

                             REGISTRATION PROCEDURES

         5.1      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 and applicable Canadian
Securities Laws as provided in this Agreement, the Company will, as
expeditiously as possible:

                  (a) use its best efforts to prepare and file with the SEC and
applicable Canadian securities regulatory authorities within 30 days (or, for
registration on a Form S-3 or any similar short-form registration statement, 15
days), after receipt of a request for registration with respect to such
Registrable Securities, a registration statement or prospectus on any form for
which the Company then qualifies or which counsel for the Company shall deem
appropriate, 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 as promptly as practicable, subject to the Majority Holders' right to
defer the Company's request for the acceleration of effectiveness of any such
registration statement as may be necessary to accommodate the anticipated
timetable for such offering; provided that before filing with the SEC and
applicable Canadian securities regulatory authorities a registration statement
or prospectus or any amendments or supplements thereto, the Company will (i)
furnish to the selling Holders copies of the form of prospectus (including the
preliminary prospectus) proposed to be filed and furnish to counsel for the
selling Holders copies of all such documents proposed to be filed, which
documents will be subject to the review of such counsel and shall not be filed
without the approval of such counsel (which approval shall not be unreasonably
withheld) and (ii) notify the selling Holders of any stop order issued or
threatened by the SEC and/or applicable Canadian securities regulatory
authorities and take all reasonable actions required to prevent the entry of
such stop order or to remove it if entered;

                  (b) subject to Section 2.4 in the case of a Shelf
Registration, prepare and file with the SEC and applicable Canadian securities
regulatory authorities such amendments and supplements to such registration
statement and the prospectus (including each preliminary 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 thereunder and
the equivalent provision under Canadian Securities Laws), and comply with the
provisions of the Securities Act and the Canadian Securities Laws applicable to
it with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;

                  (c) promptly furnish to each Holder and each underwriter, if
any, of Registrable Securities covered by such registration statement such
number of copies of such registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto), the prospectus included
in such registration statement (including each preliminary prospectus), in
conformity with the requirements of the Securities Act and Canadian Securities
Laws, copies of

<PAGE>

                                                                              12

any correspondence with the SEC and/or the applicable Canadian securities
regulatory authorities or their staff relating to the registration statement and
such other documents as any Holder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities by such
Holder;

                  (d) use its reasonable best efforts to register or qualify
such Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any Holder or each underwriter, if any, reasonably requests and
do any and all other acts and things which may be reasonably necessary or
advisable to enable such Holder and each underwriter, if any, to consummate the
disposition in such jurisdictions of the Registrable Securities; provided that
the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii)
consent to general service of process in any such jurisdiction;

                  (e) use its best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or approved by such
other Governmental Entities as may be necessary by virtue of the business and
operations of the Company to enable the selling Holders to consummate the
disposition of such Registrable Securities;

                  (f) immediately notify the selling Holders at any time when a
prospectus relating thereto is required to be delivered under the Securities Act
and/or Canadian Securities Laws 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 contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading and the Company will promptly prepare and furnish to the
selling Holders a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

                  (g) use its reasonable best efforts to prevent the issuance of
and obtain the withdrawal of any stop order suspending the effectiveness of a
registration statement relating to the Registrable Securities or of any order
preventing or suspending the use of any preliminary or final prospectus at the
earliest practicable moment;

                  (h) if requested by the managing underwriter or underwriters
or any Holder, immediately incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriters and each
applicable selling Holder agree and reasonably request should be included
therein relating to the plan of distribution with respect to such Registrable
Securities, including information with respect to the number of Registrable
Securities being sold to such underwriters, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the
underwritten (or best efforts underwritten) offering of the Registrable
Securities to be sold in such offering; and make all required filings of such
prospectus supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;

<PAGE>

                                                                              13

                  (i) cooperate with the Holders and the managing underwriters,
if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends; and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least three
business days prior to any sale of the Registrable Securities to the
underwriters;

                  (j) use its best efforts to cause all such Registrable
Securities to be listed on each securities exchange or quotation system on which
the same securities issued by the Company are then listed, and enter into such
customary agreements including a listing application and indemnification
agreement in customary form if 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;

                  (k) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions as the
Majority Sellers or the underwriters, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities, including
customary indemnification and making appropriate members of senior management of
the Company available (subject to consulting with them in advance as to
schedule) for customary participation in "road show" presentations to potential
investors;

                  (l) make available for inspection by the Holders, any
underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by any Holder or
underwriter (collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries, if any, as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Company's and its
subsidiaries' officers, directors and employees to supply all information and
respond to all inquiries reasonably requested by any such Inspector in
connection with such registration statement;

                  (m) use its best efforts to obtain (i) an opinion or opinions
of counsel to the Company and (ii) a "cold comfort" letter or letters from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by opinions and "cold comfort" letters
(provided, that the term "customarily" as applied to any Registrable Securities
shall be deemed to include, without limitation, letters and opinions delivered
to the Company in connection with the initial public offering of IDSs) as the
selling Holders or the underwriter reasonably requests;

                  (n) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC and Canadian securities regulatory
authorities, and make available to its security holders, within the required
time periods, an earning statement covering the required periods, which earning
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder or any successor provisions thereto and the equivalent
provisions under Canadian Securities Laws;

<PAGE>

                                                                              14

                  (o) promptly prior to the filing of any document which is to
be incorporated by reference into the registration statement or the prospectus
(after the initial filing of the registration statement) and the Canadian
Prospectus (including each preliminary prospectus), provide copies of such
document to counsel to the selling Holders and to the managing underwriters, if
any, make the Company's representatives available for discussion of such
document and make such changes in such document prior to the filing thereof as
counsel for the selling Holders may reasonably request;

                  (p) promptly notify the selling Holders, counsel for the
selling Holders, and the managing underwriter or agent and provide them with
copies of such relevant documents, (i) when the registration statement, or any
post-effective amendment to the registration statement, shall have become
effective, or any supplement to the prospectus or any amendment to the
prospectus shall have been filed, (ii) of the receipt of any comments from the
SEC or applicable Canadian securities regulatory authorities, (iii) of any
request of the SEC or applicable Canadian securities regulatory authorities to
amend the registration statement or amend or supplement the prospectus or for
additional information, and (iv) of the issuance by the SEC or applicable
Canadian securities regulatory authorities of any stop order suspending the
effectiveness of the registration statement or of any order preventing or
suspending the use of any prospectus, or of the suspension of the qualification
of the registration statement for offering or sale in any jurisdiction, or of
the institution or threatening of any proceedings for any of such purposes; and

                  (q) cooperate with the selling Holders and each underwriter or
agent participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with any
securities exchange and/or the NASD.

                  It shall be a condition precedent to the obligation of the
Company to take any action pursuant to this Agreement in respect of the
securities which are to be registered at the request of any Holder that such
Holder shall furnish to the Company such information regarding the securities
held by such Holder and the intended method of disposition thereof as the
Company shall reasonably request in connection with such registration.

                  Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in clause (f) of
Section 5.1 hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Holder receives the copies of the prospectus
supplement or amendment contemplated by clause (f) of Section 5.1 hereof, and,
if so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the period mentioned in clause (b) of Section 5.1 hereof
shall be extended by the greater of (i) three months or (ii) the number of days
during the period from and including the date of the giving of such notice
pursuant to clause (f) of Section 5.1 hereof to and including the date when such
Holder shall have received the copies of the prospectus supplement or amendment
contemplated by clause (f) of Section 5.1 hereof.

                                   ARTICLE VI

                                 INDEMNIFICATION

<PAGE>

                                                                              15

         6.1      Indemnification by the Company. In the event of any
registration of any Registrable Securities under the Securities Act and
applicable Canadian Securities Laws pursuant to Article II or III hereof, the
Company will, and it hereby does, indemnify and hold harmless, to the full
extent permitted by law, each selling Holder, their directors and officers,
employees, stockholders, general partners, limited partners, members, advisory
directors and managing directors (and directors, officers, stockholders, general
partners, limited partners, members, advisory directors, managing directors and
controlling persons thereof), each other person who participates as an
underwriter in the offering or sale of such securities and each other person, if
any, who controls, is controlled by or is under common control with any such
Holder or any such underwriter within the meaning of the Securities Act and
Canadian Securities Laws, against any and all losses, claims, damages or
liabilities, joint or several, and expenses (including any amounts paid in any
settlement effected with the Company's consent) to which such Holder, any such
director, or officer, employee, stockholder, general or limited partner, member,
or advisory or managing director or any such underwriter or controlling person
may become subject under the Securities Act and Canadian Securities Laws, state
securities or blue sky laws, common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof) or
expenses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained, on the effective date thereof,
in any registration statement under which such Registrable Securities were
registered under the Securities Act and applicable Canadian Securities Laws, any
prospectus (including each preliminary prospectus) contained therein, or any
amendment or supplement thereto or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of a prospectus (including
each preliminary prospectus), in light of the circumstances under which they are
made), and the Company will reimburse each such Holder and each such director,
officer, employee, general partner, limited partner, advisory director, managing
director or underwriter and controlling person for any legal or any other
expenses reasonably incurred by them as such expenses are incurred in connection
with investigating or defending such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement or amendment or supplement thereto or in any such
prospectus (including each preliminary prospectus) in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such Holder or such director, officer, employee,
general or limited partner, managing director or underwriter specifically
stating that it is for use in the preparation thereof; provided, further, that
the Company shall not be required to indemnify any such person if such untrue
statement or omission or alleged untrue statement or omission was contained or
made in any preliminary prospectus and corrected in the final prospectus or any
amendment or supplement thereto and the final prospectus does not contain any
other untrue statement or omission or alleged untrue statement or omission of a
material fact that was the subject matter of the related proceeding and any such
loss, liability, claim, damage or expense suffered or incurred by such
indemnified person resulted from any action, claim or suit by any person who
purchased Registrable Securities which are the subject thereof from such
indemnified person and it is established in the related proceeding that such
indemnified person failed to deliver or provide a copy of the final prospectus
(as amended or supplemented) to such person with or prior to the confirmation of
the sale of such Registrable

<PAGE>

                                                                              16

Securities sold to such person if required by applicable law, unless such
failure to deliver or provide a copy of the final prospectus (as amended or
supplemented) was a result of noncompliance by the Company with this Agreement
or as a result of the failure of the Company to provide such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of each Holder or any such director, officer,
employee, general partner, limited partner, managing director, underwriter or
controlling person and shall survive the transfer of such securities by any
Holder.

         6.2      Indemnification by Holders and Underwriters. The Company may
require, as a condition to including Registrable Securities in any registration
statement filed in accordance with Article II or III hereof, that the Company
will have received an undertaking reasonably satisfactory to it from any selling
Holder or any underwriter to indemnify and hold harmless (in the same manner and
to the same extent as set forth in Section 6.1) the Company and its directors,
officers, employees, controlling persons and all other prospective sellers and
their respective directors, officers, general and limited partners, managing
directors, and their respective controlling persons, against any and all losses,
claims, damages or liabilities, joint or several, and expenses (including any
amounts paid in any settlement effected with the consent of the applicable
Holder and underwriter) to which the Company and its directors, officers,
employees, controlling persons or any other prospective sellers and their
respective directors, officers, general and limited partners, managing
directors, and their respective controlling persons may become subject under the
Securities Act and Canadian Securities Laws, state securities or blue sky laws,
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) or expenses arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained, on the effective date thereof, in any registration statement
under which such Registrable Securities were registered under the Securities Act
or applicable Canadian Securities Laws, any prospectus (including each
preliminary prospectus) contained therein, or any amendment or supplement
thereto or (ii) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading (in the case of a prospectus (including each preliminary
prospectus), in light of the circumstances under which they are made), and the
applicable Holder and underwriter will reimburse the Company and its directors,
officers, employees, controlling persons and all other prospective sellers and
their respective directors, officers, general and limited partners, managing
directors, and their respective controlling persons for any legal or any other
expenses reasonably incurred by them as such expenses are incurred in connection
with investigating or defending such loss, claim, liability, action or
proceeding; provided that any Holder and any underwriter shall only be liable in
any such case if any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement or amendment or supplement thereto or in any
such prospectus (including each preliminary prospectus) in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such Holder or any such underwriter specifically
stating that it is for use in the preparation thereof; provided, further, that
such Holder or underwriter shall not be required to indemnify the Company if
such untrue statement or omission or alleged untrue statement or omission was
contained or made in any preliminary prospectus and corrected in the final
prospectus or any amendment or supplement thereto and the final prospectus does
not contain any other untrue statement or omission or alleged untrue statement
or omission of a material fact that was the subject matter of the related
proceeding and is covered by such Holder's or underwriter's obligation under

<PAGE>

                                                                              17

this Section 6.2 and any such loss, liability, claim, damage or expense suffered
or incurred by the Company resulted from any action, claim or suit by any person
who purchased Registrable Securities or other securities of the Company which
are the subject thereof from the Holder or the Company or another holder and it
is established in the related proceeding that a copy of the final prospectus (as
amended or supplemented) was delivered or provided to such person with or prior
to the confirmation of the sale of such Registrable Securities sold to such
Person if required by applicable law. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company
or any such director, officer, employee or controlling person or other
indemnified person. No Holder shall be liable under any indemnity provided
pursuant to this Article VI for any amounts exceeding the product of the
purchase price per Registrable Security and the number of Registrable Securities
being sold pursuant to such registration statement or prospectus by such Holder.

         6.3      Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Article VI, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, promptly give written
notice to the latter of the commencement of such action; provided that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding Sections
of this Article VI, except to the extent that the indemnifying party is actually
materially prejudiced by such failure to give notice. In case any such action is
brought against an indemnified party, 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, the indemnifying party
will be entitled to participate in and, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, 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 judgement a conflict of interest between such
indemnified and indemnifying parties arises in respect of such claim after the
assumption of the defense thereof or a court of competent jurisdiction
determines that the indemnifying party is not vigorously defending such action
or proceeding. An indemnifying party will not be subject to any liability for
any settlement made without its consent (which consent shall not be unreasonably
withheld). No indemnifying party will consent to entry of any judgment or enter
into any settlement of any pending or threatened proceeding which (i) does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to all indemnified parties of a release from all liability in respect to such
claim or litigation, (ii) involves the imposition of equitable remedies or the
imposition of any non-financial obligations on such indemnified party or (iii)
otherwise adversely affects such indemnified party, other than as a result of
the imposition of financial obligations for which such indemnified party will be
indemnified hereunder. Notwithstanding anything to the contrary contained
herein, an indemnifying party will not be obligated to pay the fees and expenses
of more than one counsel (together with local 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 (together
with the fees of local counsel).

<PAGE>

                                                                              18

         6.4      Contribution. If the indemnification provided for in this
Article VI is unavailable to an indemnified party under Section 6.1 or Section
6.2 hereof (other than by reason of exceptions provided in those Sections) in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other, and the relative fault of the indemnifying party on the one hand and
of the indemnified party on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party, on the one hand, and of the indemnified party,
on the other hand, 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 by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 6.1 or Section 6.2, any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action
or claim.

                  The Company and the Holders agree that it would not be just
and equitable if contribution pursuant to this Section 6.4 were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6.4, no Holder shall
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder and distributed to
the public were offered to the public exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

         6.5      Other Indemnification. Indemnification similar to that
specified in Section 6.1 and Section 6.2 (with appropriate modifications) shall
be given by the Company and each Holder with respect to any required
registration or other qualification of securities under any law or with any
Governmental Entity other than as required by the Securities Act or applicable
Canadian Securities Laws.

         6.6      Non-Exclusivity. The obligations of the parties under this
Article VI shall be in addition to any liability which any party may otherwise
have to any other party.

         6.7      Indemnification Payments. The indemnification and contribution
required by Sections 6.1, 6.2 and 6.4 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when
bills are received or any expense, loss, damage or liability is incurred.

<PAGE>

                                                                              19

                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1      Remedies. The Company and each Holder acknowledge and agree
that in the event of any breach of this Agreement by any of them, the Holders
and the Company would be irreparably harmed and could not be made whole by
monetary damages. Each party accordingly agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate and that
the parties, in addition to any other remedy to which they may be entitled at
law or in equity, shall be entitled to compel specific performance of this
Agreement.

         7.2      Entire Agreement. This Agreement and the Amended and Amended
and Restated Stockholders Agreement, dated as of December 10, 2003, among the
Company, VSI, Blackstone and Recreational Services (the "Stockholders
Agreement"), constitute the entire agreements and understandings of the parties
hereto in respect of the subject matter contained herein, and there are no
restrictions, promises, representations, warranties, covenants, or undertakings
with respect to the subject matter hereof, other than those expressly set forth
or referred to herein and in the Stockholders Agreement. This Agreement and the
Stockholders Agreement supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.

         7.3      Notices. Any notice, request, instruction or other document to
be given hereunder by any party hereto to another party hereto shall be in
writing, shall be delivered personally or sent by certified or registered mail,
postage prepaid, return receipt requested, or by Federal Express or other
delivery service, to the address of the party set forth below or to such other
address as the party to whom notice is to be given may provide in a written
notice to the Company, a copy of which written notice shall be maintained on
file with the Secretary of the Company.

                  (a) If to Blackstone, to:

                      c/o The Blackstone Group
                      345 Park Avenue
                      31st Floor
                      New York, NY 10154
                      Attention:  Howard Lipson
                      Phone:  (212) 583-5000
                      Facsimile:  (212) 583-5712

                  (b) If to Recreational Services, to:

                      c/o GE Capital Corporation
                      201 High Ridge Road
                      Stamford, CT 06927
                      Attention:  Barbara Lane
                      Phone:  (203) 316-7504
                      Facsimile:  (203) 316-7822

                  (c) If to VSI, to:

<PAGE>

                                                                              20

                      c/o Volume Services America
                      201 East Broad Street
                      Spartanburg, SC 29306
                      Attention: Kenneth Frick
                      Phone:  (864) 598-8600
                      Facsimile:  (864) 598-8695

                  (d) If to the Company, to:

                      Volume Services America Holdings, Inc.
                      300 First Stamford Place
                      Stamford, CT 06902
                      Attention:  Janet Steinmayer
                      Phone:  (203) 975-5900
                      Facsimile:  (203) 975-5928

                  (e) If to Management, to:

                      Larry Honig or Kenneth Frick
                      c/o Volume Services America
                      201 East Broad Street
                      Spartanburg, SC 29306
                      Phone:  (864) 598-8600
                      Facsimile:  (864) 598-8695

                  Any notice, request, instruction or document shall be deemed
to have been received on the date of delivery thereof.

         7.4      Applicable Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of New York.

         7.5      Jurisdiction. The courts of the State of New York in New York
County and the United States District Court for the Southern District of New
York shall have jurisdiction over the parties with respect to any dispute or
controversy between them arising under or in connection with this agreement and,
by execution and delivery of this agreement, each of the parties to this
Agreement submits to the exclusive jurisdiction of those courts, including but
not limited to the in personam and subject matter jurisdiction of those courts,
waives any objections to such jurisdiction on the grounds of venue or forum non
conveniens, the absence of in personam or subject matter jurisdiction and any
similar grounds, consents to service of process by mail (in accordance with
Section 7.2) or any other manner permitted by law, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement.

         7.6      MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR
DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

<PAGE>

                                                                              21

         7.7      Severability. The invalidity, illegality or unenforceability
of one or more of the provisions of this Agreement in any jurisdiction shall not
affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
this Agreement, including any such provision, in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.

         7.8      Other Agreements. Nothing contained in this Agreement shall be
deemed to be a waiver of, or release from, any obligations any party hereto may
have under, or any restrictions on the transfer of Registrable Securities or
other securities of the Company imposed by, any other agreement.

         7.9      Successors; Assigns; Transferees. The provisions of this
Agreement shall be binding upon and accrue to the benefit of the parties hereto
and their respective heirs, personal representatives, successors and permitted
assigns. In addition, and whether or not any express assignment shall have been
made, the provisions of this Agreement which are for the benefit of the Holders
shall also be for the benefit of and enforceable by any Transferee or subsequent
holder of Registrable Securities, subject to the provisions contained herein;
provided that the Company is given written notice at the time or within 90 days
of said transfer, stating the name and address of the Transferee and identifying
the securities with respect to which such registration rights are being
transferred; and provided, further, that the Transferee or assignee of such
rights will be deemed to have assumed the obligations of such Holder under this
Agreement (and if the Transferee or assignee assumes in writing such
obligations, such Holder shall be released from such obligations). Each Holder
shall have the exclusive option to determine which rights and obligations shall
be assigned to any Transferee.

         7.10     Information to be Furnished by the Holders. Each Holder shall
furnish to the Company such information as the Company may reasonably request
and as shall be required in connection with the registration and related
proceedings referred to herein.

         7.11     Amendments, Waivers. This Agreement may not be amended,
modified or supplemented and no waivers of or consents to departures from the
provisions hereof may be given unless consented to in writing by the Company and
the Majority Holders; provided, however, that any amendment, modification,
supplement or waiver of or to this Agreement that treats any Holder differently
than any other Holder shall require the consent of the Majority Holders of each
group of similarly treated Holders.

         7.12     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Agreement.

         7.13     Limited Liability. Notwithstanding any other provision of this
Agreement neither the stockholders, members, general partners, limited partners,
advisory directors or managing directors, or any directors or officers of any
stockholders, members, general partners, limited partners, advisory directors or
managing directors, nor any future stockholders, members, general partners,
limited partners, advisory directors or managing directors, if any, of any
Holder shall have any personal liability for performance of any obligation of
such Holder under this Agreement.

<PAGE>

                                                                              22

         7.14     Adjustments Affecting Registrable Securities. The Company will
not take any action, or permit any change to occur, with respect to the
Registrable Securities which would (i) adversely affect the ability of any
Holder to include such Registrable Securities in a registration undertaken
pursuant to this Agreement or (ii) adversely affect the marketability of such
Registrable Securities in any such registration.

         7.15     Rule 144. If the Company is subject to the requirements of
Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it will
file with the SEC and Canadian securities regulatory authorities in a timely
manner any reports required to be filed by it under the Securities Act, the
Exchange Act and Canadian Securities Laws (or, if the Company is not required to
file such reports, it will, upon the request of any Holder, make publicly
available such information) and it will take such further action as any Holder
may reasonably request, so as to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, (ii) any similar rule or regulation
hereafter adopted by the SEC or (iii) an equivalent prospectus exemption under
Canadian Securities Laws, including OSC Rule 45-501. Upon the request of any
Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.

         7.16     Other Registration Rights. (a) The Company covenants that it
will not grant any right of registration under the Securities Act or applicable
Canadian Securities Laws relating to any of its IDSs, shares of Common Stock,
Common Stock Equivalents, Subordinated Notes or other securities to any person
unless the Holders shall be entitled to have included in any registration
effected (i) pursuant to Article II hereof, all Registrable Securities requested
by it to be so included prior to the inclusion of any securities requested to be
registered by the persons entitled to any such other registration rights
pursuant to any provision providing incidental registration rights comparable to
those contained in Article III hereof and (ii) pursuant to Article III hereof,
pro rata with the inclusion of any securities requested to be registered by the
persons entitled to any such other registration rights pursuant to any provision
providing incidental registration rights comparable to those contained in
Article III hereof.

                  (b) If the Company at any time grants to any other holders of
IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other
securities of the Company any rights to request the Company to effect the
registration (whether requested or incidental) under the Securities Act and
applicable Canadian Securities Laws of any such securities on any terms more
favorable to such holders than the terms set forth in this Agreement, the terms
of this Agreement shall, at the request of the Majority Holders, be deemed
amended or supplemented to the extent necessary to provide the Holders such more
favorable rights and benefits.

                  (c) The Company covenants that it will not enter into, or
cause or permit any of its subsidiaries to enter into, any agreement which
conflicts with or limits or prohibits the exercise of the rights granted to the
Holders in this Agreement.

                  (d) The Company covenants that it will not grant any right of
registration under the Securities Act or Canadian Securities Laws relating to
any of its IDSs, shares of Common Stock, Common Stock Equivalents, Subordinated
Notes or other securities to any Person pursuant to any provision providing
registration rights comparable to those contained in Article II hereof without

<PAGE>

                                                                              23

providing that the exercise of such rights will only be permitted following the
consummation of an underwritten public offering by the Majority Holders.

         7.17     Limitation on Separate Registration of Common Stock.
Notwithstanding anything in this Agreement to the contrary, nothing herein shall
require the Company to separately register the Common Stock (not in the form of
IDSs) at any time that the Common Stock is not then actively traded on the
American Stock Exchange, Toronto Stock Exchange or any other national securities
exchange or automated securities quotation system.

         7.18     Headings. The headings and captions contained herein are for
convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.

         7.19     Currency. All references herein to "$" or "dollars" refer to
United States currency. Any determination herein as to price shall be made in
(or converted into) U.S. dollars.

<PAGE>

This Agreement has been duly executed and delivered by the individuals whose
names appear below and by the duly authorized representatives of each party
hereto as of the date first above written.

                                          VOLUME SERVICES AMERICA HOLDINGS, INC.

                                          By:       /s/ Kenneth R. Frick
                                                --------------------------------
                                                Name:  Kenneth R. Frick

                                                Title: Executive Vice President
                                                       & Chief Financial Officer

                                               /s/ Lawrence E. Honig
                                          --------------------------------------
                                          Name:  Lawrence E. Honig

                                               /s/ Kenneth R. Frick
                                          --------------------------------------
                                          Name:  Kenneth R. Frick

                                          BCP VOLUME L.P.

                                          By: Blackstone Capital Partners II
                                              Merchant Banking Fund L.P.

                                          By: Blackstone Management Associates
                                              II L.L.C., as General Partner

                                              By:        /s/ Howard A. Lipson
                                                   -----------------------------
                                                   Name:  Howard A. Lipson
                                                   Title: Attorney-in-fact

<PAGE>

                                     BCP OFFSHORE VOLUME L.P.

                                     By: Blackstone Offshore Capital
                                         Partners II L.P.

                                         By: Blackstone Management
                                             Associates II L.L.C., as
                                             General Partner

                                         By:     /s/ Howard A. Lipson
                                             ------------------------------
                                             Name:  Howard A. Lipson
                                             Title: Attorney-in-fact

                                     By: Blackstone Service (Cayman) LDC,
                                         as Administrative General Partner

                                         By:    /s/ Howard A. Lipson
                                             ------------------------------
                                             Name:  Howard A. Lipson
                                             Title: Attorney-in-fact

                                     VSI MANAGEMENT DIRECT, L.P.

                                     By: VSI Management I L.L.C.

                                         By:     /s/ Kenneth R. Frick
                                             ------------------------------
                                             Name:  Kenneth R. Frick
                                             Title: Managing Member

                                         By:  Blackstone Management Associates
                                              II L.L.C., as Managing Member

                                              By:       /s/ Howard A. Lipson
                                                  -----------------------------
                                                  Name:  Howard A. Lipson
                                                  Title: Attorney-in-fact

<PAGE>

                                          RECREATIONAL SERVICES L.L.C.

                                          By: General Electric Capital
                                              Corporation, as Managing Member

                                              By:     /s/ James C. Ungari
                                                  ------------------------------
                                                  Name:  James C. Ungari
                                                  Title: Vice President