REGISTRATION RIGHTS AGREEMENT


      This Registration  Rights Agreement (this "AGREEMENT") is made and entered
into  as of  November  5,  1997,  by  and  among  (i)  International  Fast  Food
Corporation, a Florida corporation (the "COMPANY"), (ii) each of the undersigned
purchasers (the "PURCHASERS"),  which Purchasers are each executing a Securities
Purchase  Agreement  (collectively,  the "PURCHASE  AGREEMENTS")  relating to an
offering  (the  "OFFERING")  by the  Company  of  $27,536,000  aggregate  stated
principal  amount at maturity of 11% Convertible  Senior  Subordinated  Discount
Notes due 2007 (the "CONVERTIBLE  NOTES"),  to be issued by the Company pursuant
to the  provisions  of an  Indenture  dated as of November 5, 1997 (as  amended,
supplemented or otherwise  modified from time to time, the  "INDENTURE") and the
Purchase  Agreements,  and (iii) BT Alex.  Brown  Incorporated  (the  "PLACEMENT
AGENT").

      In order to induce the  Purchasers  to enter into the Purchase  Agreements
and the Placement Agent to enter into the Placement Agency Agreement relating to
the  Offering  (the  "PLACEMENT  AGENCY  AGREEMENT"),  the Company has agreed to
provide the  registration  rights set forth in this  Agreement to the Purchasers
and the Placement Agent.  Capitalized terms used herein without definition shall
have the meanings set forth in the Purchase Agreements.

      The parties hereby agree as follows:

      1.    DEFINITIONS.

      As used in this Agreement,  the following capitalized terms shall have the
following meanings:

      "ADVICE" shall have the meaning set forth in Section 5 hereof.

      "CLOSING DATE" shall mean the date of the closing of the Offering.

      "COMMISSION" shall mean the Securities and Exchange Commission.

      "COMMON STOCK" shall mean the common stock,  par value $.01 per share,  of
the Company.


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      "COMPANY" shall have the meaning set forth in the preamble.

      "CONTROL PERSON" shall have the meaning set forth in Section 7(a) hereof.

      "CONVERSION RATIO" shall have the meaning set forth in the Indenture.

      "CONVERSION  SHARES"  shall mean the shares of Common Stock  issuable upon
conversion of the  Convertible  Notes at the rate and in the manner set forth in
the Indenture.

      "CONVERTIBLE NOTE AMOUNT" shall have the meaning set forth in Section 2(f)
hereof.

      "CONVERTIBLE NOTES" shall have the meaning set forth in the preamble.

      "EFFECTIVENESS  PERIOD"  shall have the meaning set forth in Section  2(a)
hereof.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

      "INDEMNIFIED  PERSON"  shall have the  meaning  set forth in Section  7(c)
hereof.

      "INDEMNIFYING  PERSON"  shall have the meaning  set forth in Section  7(c)
hereof.

      "INDENTURE" shall have the meaning set forth in the preamble.

      "INSPECTORS" shall have the meaning set forth in Section 5(k) hereof.

      "NASD" shall have the meaning set forth in Section 5(m) hereof.

      "OFFERING" shall have the meaning set forth in the preamble.

      "PARTICIPANT" shall have the meaning set forth in Section 7(a) hereof.

      "PLACEMENT AGENT" shall have the meaning set forth in the preamble.

      "PLACEMENT  AGENT SHARES" shall mean the 500,000 shares of Common Stock to
be issued to the Placement  Agent pursuant to the terms of the Placement  Agency
Agreement.

      "PLACEMENT  AGENCY  AGREEMENT"  shall  have the  meaning  set forth in the
preamble.

      "PURCHASE AGREEMENTS" shall have the meaning set forth in the preamble.

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      "PURCHASERS" shall have the meaning set forth in the preamble.

      "RECORDS" shall have the meaning set forth in Section 5(k) hereof.

      "REGISTRABLE   SECURITIES"  shall  mean  the  Conversion  Shares  and  the
Placement Agent Shares.

      "REGISTRATION  DEFAULT"  shall have the meaning set forth in Section  2(f)
hereof.

      "REGISTRATION  EXPENSES"  shall have the meaning set forth in Section 6(a)
hereof.

      "RESTRICTED REGISTRABLE SECURITIES" means the Registrable Securities until
(i) a  registration  statement  covering such  Registrable  Securities  has been
declared  effective  and they have been  disposed of pursuant to such  effective
registration  statement or (ii) they are eligible for distribution to the public
pursuant  to Rule  144(k) (or any  similar  provision  then in force)  under the
Securities Act.

      "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

      "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in Section
2(a) hereof.

      2.    SHELF REGISTRATION.

      (a)  SHELF  REGISTRATION  STATEMENT.  The  Company  shall  file  with  the
Commission a  registration  statement for an offering to be made on a continuous
basis  pursuant  to Rule  415  under  the  Securities  Act  covering  all of the
Restricted Registrable Securities (the "SHELF REGISTRATION STATEMENT") and shall
use its best efforts to cause such Shelf  Registration  Statement to be declared
effective  by the  Commission  on or prior to the one  year  anniversary  of the
Closing Date. The Shelf  Registration  Statement shall be on Form S-3 or another
appropriate  form  permitting   registration  of  such  Restricted   Registrable
Securities for resale by the holders thereof in the manner or manners designated
by them (including,  without limitation, one underwritten offering). The Company
shall not permit any  securities to be sold by the Company to be included in the
Shelf Registration Statement.

      The  Company  shall use its best  efforts  to keep the Shelf  Registration
Statement  continuously  effective under the Securities Act until the earlier of
(i) the  expiration  of the time period  referred  to in Rule  144(k)  under the
Securities Act with respect to all beneficial  holders other than  affiliates of


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the Company of Restricted  Registrable  Securities and (ii) such time as all the
Restricted  Registrable  Securities covered by such Shelf Registration Statement
have been sold  pursuant to such Shelf  Registration  Statement or are otherwise
freely   tradeable   without   registration   under  the   Securities  Act  (the
"EFFECTIVENESS  PERIOD").  The Company shall be deemed not to have used its best
efforts to keep a  registration  statement  effective  during the  Effectiveness
Period if it voluntarily  takes any action that would result in selling  holders
of the Restricted  Registrable Securities covered thereby not being able to sell
such Restricted  Registrable Securities during that period unless such action is
required by applicable law or unless the Company  complies with this  Agreement,
including  without  limitation,  the provisions of Section 2(e) hereof,  Section
5(i) hereof and the last paragraph of Section 5 hereof.

      (b) SELECTION OF INVESTMENT BANKERS AND MANAGERS. If any of the Restricted
Registrable  Securities  covered by the Shelf  Registration  Statement are to be
sold in an underwritten  offering,  the investment banker or investment  bankers
and manager or managers  that will  administer  the offering will be selected by
the  Company  and  reasonably  acceptable  to the  holders of a majority  of the
Restricted Registrable Securities to be included in such offering.

      (c)  EXPENSES.  The  Company  shall  pay  all  Registration  Expenses  (as
hereinafter  defined)  incurred in connection  with the  Company's  registration
obligations pursuant to this Section 2.

      (d) CONVERSION RATIO. In the event the Shelf Registration Statement is not
declared  effective  on or prior to the date that is one year after the  Closing
Date, the denominator of the Conversion Ratio will be decreased by $.15 (subject
to adjustment as set forth in the Indenture).

      (e)  SUSPENSION.  During any consecutive  365-day period,  the Company may
suspend  the  availability  of the  Shelf  Registration  Statement  for up to 45
consecutive days (except for the consecutive  45-day period immediately prior to
the  maturity of the  Convertible  Notes) if the  Company's  Board of  Directors
determines  in good  faith that there is a valid  purpose  for such  suspension;
PROVIDED,  HOWEVER,  that  in  no  event  may  the  availability  of  the  Shelf
Registration Statement be suspended,  for any reason, for more than an aggregate
of 60 days during any 365-day period.

      (f) LIQUIDATED  DAMAGES.  If the Shelf Registration  Statement is declared
effective but, except under the circumstances  described in the last sentence of
paragraph  (a)  above,  thereafter  ceases to be  effective  or  usable  for its
intended  purpose during the period  specified in this Agreement  (except as and
for  the  periods  permitted  hereby)  without  being  succeeded  promptly  by a



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post-effective  amendment to such Shelf  Registration  Statement that cures such
failure and that is itself immediately declared effective (each such event being
referred to herein as a  "Registration  Default"),  the Company hereby agrees to
pay  liquidated  damages to each  holder of  Restricted  Registrable  Securities
and/or  Convertible Notes. Such liquidated damages shall be payable to each such
holder with respect to the first 30-day period (or portion thereof)  immediately
following the  occurrence of a  Registration  Default in an amount equal to .05%
multiplied by the principal amount of Convertible Notes then held by such holder
plus the  aggregate  principal  amount  of  Convertible  Notes  from  which  the
Restricted  Registrable Securities then held by such holder were converted (such
holder's  "Convertible  Note  Amount").  For each  subsequent  30-day period (or
portion  thereof) that the  Registration  Default  continues,  the amount of the
liquidated  damages  payable to each holder shall increase by an additional .05%
multiplied  by such  holder's  Convertible  Note Amount  until all  Registration
Defaults have been cured,  up to a maximum  amount of  liquidated  damages of 5%
multiplied  by such holder's  Convertible  Note Amount.  All accrued  liquidated
damages shall be paid to holders by the Company by wire transfer of  immediately
available  funds or by federal funds check upon the  termination  of each 30-day
period  described  above or upon cure of all  Registration  Defaults,  whichever
occurs first.  Following the cure of all Registration  Defaults  relating to any
particular Restricted Registrable Securities,  the accrual of liquidated damages
with respect to such Restricted Registrable Securities will cease.

      3.    PIGGYBACK REGISTRATION.

      (a) If at any time after the one year  anniversary of the Closing Date the
Company shall register or propose the  registration  under the Securities Act of
any shares of Common Stock of the Company  (other than a  registration  relating
solely to the sale of securities to participants in a Company  employee  benefit
plan or a registration on Form S-4  promulgated  under the Securities Act or any
successor   or   similar   form   for   registering   stock   issuable   upon  a
reclassification,  business combination involving an exchange of securities,  or
an exchange offer for securities of the Company or another entity),  the Company
shall send to the record owners of Restricted Registrable  Securities,  at least
30 days prior to the filing of a registration statement, notice of such proposed
registration  stating the total  number of shares  proposed to be the subject of
such registration.  The Company, subject to Section 3(c) hereof, will include in
any  registration  statement  filed  with the  Commission  with  regard  to such
proposed registration the number of Restricted  Registrable Securities specified
in writing by any such record  owners to it within 20 days after receipt of said
notice.  Any record owner who  participates in the public  offering  pursuant to
such  registration  statement  shall be  entitled  to all the  benefits  of this
Agreement  in  connection  with any registration hereunder,  except as otherwise

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provided in this Section 3. The right to  registration  provided in this Section
is in addition to and not in lieu of the registration rights provided in Section
2 hereof.

      (b)  All  Registration   Expenses  in  connection  with  any  registration
statement contemplated by this Section 3 shall be borne by the Company.

      (c)  Notwithstanding  the  foregoing,   if  the  managing  underwriter  or
underwriters of such proposed offering  advise(s) the Company in writing that in
its or their opinion the total amount or kind of securities which the holders of
Restricted Registrable Securities, the Company and any other persons or entities
intend to include  in such  offering  would  reasonably  be likely to  adversely
affect the  Company in such  offering,  then the  Company  will  include in such
registration,  to the extent of the number of securities which the Company is so
advised can be sold in such offering, (i) first, the shares of Common Stock that
the Company proposes to sell in a primary offering,  (ii) second, the Restricted
Registrable  Securities  requested  to be  registered  by  the  holders  thereof
pursuant to Section 3(a); PROVIDED,  HOWEVER,  that if in the written opinion of
the managing  underwriter or  underwriters of such offering the inclusion of all
the Restricted  Registrable Securities requested to be included in such offering
would adversely  affect the amount or price of the securities that could be sold
by the Company in such  offering,  then the  Restricted  Registrable  Securities
included in such  offering  shall be  determined  on a pro rata basis  (based on
relative  holdings of Registrable  Securities),  and (iii) third, so long as all
Restricted  Registrable Securities requested to be included in such registration
pursuant  to Section  3(a) have been  included in such  registration,  all other
securities  of the Company  proposed to be  included  in such  registration,  in
accordance with the priorities,  if any, then existing among the holders of such
securities.

      4.    HOLDBACK AGREEMENT.

      (a) Each owner of Restricted Registrable Securities shall, with respect to
any Restricted Registrable Securities not then being registered for resale under
the Securities Act as part of any registration  statement described in Section 3
hereof,  upon receipt of written notice from the Company,  not effect any public
sale or distribution of such  Restricted  Registrable  Securities of such owner,
including a sale pursuant to Rule 144 under the Securities Act, during the seven
days prior to, and during the 120-day period beginning on, the effective date of
any  registration  statement  described in Section 3 hereof for an  underwritten
offering (except as part of such  registration),  if and to the extent requested
by the managing underwriter or underwriters in the underwritten public offering.



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      (b) The Company  agrees not to effect any public sale or  distribution  of
its equity  securities,  or any securities  convertible  into or exchangeable or
exercisable  for such  equity  securities,  during  the seven days prior to, and
during the 120-day period  beginning on, the effective date of any  underwritten
offering  pursuant  to the Shelf  Registration  Statement  (except  pursuant  to
registrations on Form S-8 or any successor form to Form S-8).

      5.    REGISTRATION PROCEDURES.

      In  connection  with each  registration  provided  for in  Sections 2 or 3
hereof, the Company will, during the Effectiveness Period, promptly:

      (a) furnish to each holder of Restricted Registrable Securities,  prior to
filing a registration  statement or amendments  thereto with the Commission with
respect  to  Restricted  Registrable  Securities,  copies  of such  registration
statement and amendments as proposed to be filed and all exhibits  thereto,  and
thereafter  furnish 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 and amendments  thereto
(including each preliminary  prospectus) and such other documents as such seller
may reasonably  request in order to facilitate the disposition of the Restricted
Registrable  Securities  owned by such  seller.  The Company  shall not file any
registration statement or any amendments thereto if the holders of a majority of
the Restricted  Registrable  Securities covered by such registration  statement,
their counsel, or the managing underwriters, if any, shall reasonably object;

      (b)   prepare  and  file  with  the   Commission   such   amendments   and
post-effective  amendments  to  the  Shelf  Registration  Statement  as  may  be
necessary to keep such  registration  statement  continuously  effective for the
Effectiveness  Period  (subject to Section 2 (e));  cause the prospectus in each
registration   statement  filed  pursuant  to  Section  2  or  3  hereof  to  be
supplemented  by any prospectus  supplement  required by applicable law, and, if
required,  as so  supplemented  to be filed pursuant to Rule 424 (or any similar
provisions  then in  force)  under  the  Securities  Act;  and  comply  with the
provisions of the  Securities  Act and the Exchange  Act,  applicable to it with
respect  to the  disposition  of all  securities  covered  by such  registration
statement as so amended or such prospectus as so supplemented;

      (c) notify the selling holders of Restricted Registrable Securities, their
counsel and the managing underwriters, if any, promptly (but in any event within
five business days),  and confirm such notice in writing,  (i) when a prospectus
or any prospectus supplement or post-effective amendment thereto has been filed,
and, with respect to a registration  statement or any  post-effective  amendment


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thereto,  when the same has become effective under the Securities Act (including
in such notice a written statement that any holder may, upon request, obtain, at
the sole expense of the Company,  such number of copies as are  requested of the
registration  statement or post-effective  amendment thereto including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference  and  exhibits),  (ii) of the issuance by the  Commission  of any stop
order suspending the effectiveness of the registration statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings  for that purpose,  (iii) if at any time when a prospectus is
required by the Securities  Act to be delivered in connection  with sales of the
Restricted  Registrable  Securities  the  representations  and warranties of the
Company contained in any agreement  contemplated by Section 5(j) hereof cease to
be true and correct, (iv) of the receipt by the Company of any notification with
respect to the suspension of the  qualification or exemption from  qualification
of a registration  statement or any of the Restricted Registrable Securities for
offer or sale in any jurisdiction,  or the initiation of any proceeding for such
purpose,  (v) of the  happening of any event,  the existence of any condition or
any  information  becoming known that makes any statement made in a registration
statement or related  prospectus  or any document  incorporated  or deemed to be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  the  making  of any  changes  in or  amendments  or  supplements  to a
registration statement,  prospectus or documents so that it will not contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
and that in the case of the prospectus, it will not contain any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading,   (vi)  of  the
determination by the Company that a  post-effective  amendment to a registration
statement would be appropriate  and (vii) of any suspension of the  availability
of the Shelf Registration Statement pursuant to Section 2(e);

      (d) use its best efforts to prevent the  issuance of any order  suspending
the  effectiveness  of a  registration  statement or of any order  preventing or
suspending the use of a prospectus or suspending the qualification (or exemption
from qualification) of any of the Restricted  Registrable Securities for sale in
any  jurisdiction,  and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order as soon as practicable;

      (e) upon and after the filing of the Shelf Registration Statement pursuant
to Section 2 and if requested by the managing  underwriter or  underwriters  (if
any) or the holders of a majority of the Restricted Registrable Securities being
sold,  (i)  promptly  include  in  a  prospectus  supplement  or  post-effective



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amendment  thereto such information as the managing  underwriter or underwriters
(if any),  such  holders,  or counsel for any of them  reasonably  request to be
included  therein  and  (ii)  make  all  required  filings  of  such  prospectus
supplement or such  post-effective  amendment as soon as  practicable  after the
Company  has  received  notification  of the  matters  to be  included  in  such
prospectus supplement or post-effective amendment;

      (f) prior to any public offering of Restricted Registrable Securities,  to
use its  best  efforts  to  register  or  qualify  such  Restricted  Registrable
Securities  (and to cooperate  with selling  holders of  Restricted  Registrable
Securities,  the  managing  underwriter  or  underwriters,  if  any,  and  their
respective  counsel in connection  with the  registration or  qualification  (or
exemption  from  such   registration  or   qualification)   of  such  Restricted
Registrable Securities) for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within the United States as any selling  holder,  or the
managing  underwriter or underwriters  reasonably request in writing;  PROVIDED,
HOWEVER,  that where  Restricted  Registrable  Securities are offered other than
through an  underwritten  offering,  the Company  agrees to cause its counsel to
perform  Blue Sky  investigations  and  file  registrations  and  qualifications
required to be filed pursuant to this Section 5(f); use its best efforts to keep
any effective  registration or qualification (or exemption  therefrom) effective
during the period such  registration  statement is required to be kept effective
and do any and all other acts or things  reasonably  necessary  or  advisable to
enable the  disposition  in such  jurisdictions  of the  Restricted  Registrable
Securities covered by the applicable registration statement;  PROVIDED, HOWEVER,
that the Company  shall not be required to (A) qualify  generally to do business
in any jurisdiction where it is not then so qualified,  (B) take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject,  (C)  subject  itself to taxation in excess of a nominal
dollar  amount in any such  jurisdiction  where it is not then so subject or (D)
modify in any way its  corporate  documents or agree to any  restriction  on the
sale of securities by the Company or any of its affiliates;

      (g)  cooperate  with  the  selling   holders  of  Restricted   Registrable
Securities and the managing  underwriter or underwriters,  if any, to facilitate
the timely  preparation  and delivery of  certificates  representing  Restricted
Registrable  Securities  that are sold,  which  certificates  shall not bear any
restrictive  legends;  and enable such Restricted  Registrable  Securities to be
registered in such names as the managing underwriter or underwriters, if any, or
holders may reasonably request;

      (h) use its best efforts to cause the  Restricted  Registrable  Securities
covered by the registration  statement to be registered with or approved by such
other  domestic  governmental  agencies  or  authorities  as may  be  reasonably
necessary to enable the holders thereof or the underwriter or  underwriters,  if


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any,  to dispose of such  Restricted  Registrable  Securities,  except as may be
required solely as a consequence of the nature of a selling  holder's  business,
in which case the Company will  cooperate in all  reasonable  respects  with the
filing of such registration statement and the granting of such approvals;

      (i) upon the occurrence of any event  contemplated  by Section  5(c)(v) or
5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a)
hereof)  file  with  the  Commission,  at the sole  expense  of the  Company,  a
supplement  or  post-effective  amendment  to the  registration  statement  or a
supplement to the related  prospectus or any document  incorporated or deemed to
be  incorporated  therein by reference,  or file any other required  document so
that, as thereafter  delivered to the purchasers of such Restricted  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;

      (j) in connection with any underwritten offering of Restricted Registrable
Securities  pursuant  to  the  Shelf  Registration  Statement,   enter  into  an
underwriting  agreement  as is  customary  in  underwritten  offerings of equity
securities  similar to the Common  Stock and take all such other  actions as are
reasonably  requested by the managing  underwriter or  underwriters  in order to
facilitate the  registration or the  disposition of such Restricted  Registrable
Securities and, in such connection, (i) make such representations and warranties
to, and covenants  with,  the  underwriters  with respect to the business of the
Company  and  its  respective   subsidiaries  and  the  registration  statement,
prospectus and documents,  if any,  incorporated or deemed to be incorporated by
reference  therein,  in  each  case,  as are  customarily  made  by  issuers  to
underwriters  in  underwritten  offerings  of equity  securities  similar to the
Common Stock, and confirm the same in writing if and when requested; (ii) obtain
the written  opinion of counsel to the Company  and written  updates  thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters,  addressed to the  underwriters  covering the matters  customarily
covered in opinions  requested in  underwritten  offerings of equity  securities
similar  to the  Common  Stock  and  such  other  matters  as may be  reasonably
requested  by the  managing  underwriter  or  underwriters;  (iii)  obtain "cold
comfort"  letters and updates  thereof in form,  scope and substance  reasonably
satisfactory to the managing  underwriter or  underwriters  from the independent
public  accountants  of the Company (and, if  necessary,  any other  independent
public  accountants of any subsidiary of the Company or of any business acquired
by the Company for which  financial  statements  and financial  data are, or are
required to be,  included  or  incorporated  by  reference  in the  registration
statement),  addressed  to  each  of the  underwriters,  such  letters  to be in
customary  form and covering  matters of the type  customarily  covered in "cold
comfort" letters in connection with underwritten  offerings of equity securities



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similar to the Common Stock and such other  matters as  reasonably  requested by
the managing underwriter or underwriters;  and (iv) if an underwriting agreement
is  entered  into,  the  same  shall  contain  indemnification   provisions  and
procedures no less  favorable  than those set forth in Section 7 hereof (or such
other  provisions  and  procedures  acceptable  to  holders  of  a  majority  of
Restricted Registrable Securities covered by such registration statement and the
managing  underwriter  or  underwriters)  with  respect  to  all  parties  to be
indemnified  pursuant to said  Section.  The above shall be done at each closing
under such underwriting agreement, or as and to the extent required thereunder;

      (k)  upon  the  filing  of any  registration  statement  with  respect  to
Restricted  Registrable  Securities  and  after  entry  into  a  confidentiality
agreement in customary form, make available for inspection by any selling holder
of  such  Restricted   Registrable   Securities   being  sold,  any  underwriter
participating in any such disposition of Restricted Registrable  Securities,  if
any, and any attorney,  accountant  or other agent  retained by any such selling
holder or underwriter  (collectively,  the  "INSPECTORS"),  at the offices where
normally kept,  during  reasonable  business hours and upon  reasonable  advance
notice to the Company,  all financial  and other  records,  pertinent  corporate
documents  and  instruments  of the  Company  and  its  respective  subsidiaries
(collectively, the "RECORDS") as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities,  and cause the officers,
directors and employees of the Company and its respective subsidiaries to supply
all  information  reasonably  requested by any such Inspector in connection with
such  registration  statement.  Records  which the Company  determines,  in good
faith, to be  confidential  and any Records which it notifies the Inspectors are
confidential  shall not be disclosed by the Inspectors unless (i) the disclosure
of such  Records is  necessary  to avoid or correct a material  misstatement  or
material  omission  in the  registration  statement,  (ii) the  release  of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court of
competent  jurisdiction,  (iii)  disclosure  of  such  information  is,  in  the
reasonable  opinion of counsel for any  Inspector,  necessary  or  advisable  in
connection with any action,  claim,  suit or proceeding,  directly or indirectly
involving  such  Inspector  and arising  out of,  based  upon,  relating  to, or
involving this Agreement,  or any  transactions  contemplated  hereby or arising
hereunder,  or (iv) the  information  in such  Records  has been made  generally
available to the public.  Each  selling  holder of such  Restricted  Registrable
Securities will be required to agree that information obtained by it as a result
of such inspections  shall be deemed and kept confidential and shall not be used
by it as the basis for any market  transactions in the securities of the Company
unless and until such  information  is generally  available to the public.  Each
selling holder of such  Restricted  Registrable  Securities  will be required to
further agree that it will,  upon  learning  that  disclosure of such Records is
sought in a court of competent jurisdiction or by any regulatory authority, give
prompt  notice to the  Company and allow the  Company to  undertake  appropriate
action to prevent disclosure of the Records deemed confidential at the Company's
sole expense;



                                       11


<PAGE>



      (l)  make  generally   available  to  its   securityholders   as  soon  as
practicable, but in any event not later than eighteen months after the effective
date of the  registration  statement  (as  defined  in  Rule  158(c)  under  the
Securities  Act),  an  earnings  statement  of the  Company  (which  need not be
audited)  complying  with Section 11(a) of the  Securities Act and the rules and
regulations  of the  Commission  thereunder  (including,  at the  option  of the
Company, Rule 158);

      (m)  cooperate  with each  seller  of  Restricted  Registrable  Securities
covered  by  any   registration   statement  and  each   underwriter,   if  any,
participating in the disposition of such Restricted  Registrable  Securities and
their respective counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. (the "NASD");

      (n) use its best efforts to list the Restricted Registrable Securities for
trading on the NASDAQ Small Cap market if the Common Stock is then listed on the
NASDAQ Small Cap market,  and such other markets,  systems or exchanges on which
the Common Stock is then listed for trading,  prior to their sale  pursuant to a
registration statement contemplated hereby; and

      (o) use its best efforts to take all other  reasonable  steps necessary or
advisable to effect the registration  under the Securities Act of the Restricted
Registrable Securities covered by a registration statement contemplated hereby.

      The Company may require each seller of Restricted  Registrable  Securities
as to which any  registration  is being  effected  to  furnish in writing to the
Company such  information  regarding  such seller and the  distribution  of such
Restricted  Registrable  Securities  as the  Company  may,  from  time to  time,
reasonably  request.   The  Company  may  exclude  from  such  registration  the
Restricted  Registrable  Securities  of any  seller  who  unreasonably  fails to
furnish such information  within a reasonable time after receiving such request.
Each seller as to which a  registration  statement is being  effected  agrees to
furnish  promptly to the Company all  information  required to be  disclosed  in
order to make the information previously furnished to the Company by such seller
not materially misleading.

      Each holder of Restricted  Registrable Securities agrees by acquisition of
such Restricted Registrable  Securities,  upon actual receipt of any notice from
the  Company  of the  happening  of any event of the kind  described  in Section


                                       12


<PAGE>


5(c)(ii),  5(c)(iv),  5(c)(v),  5(c)(vi) or 5(c)(vii)  hereof,  such holder will
forthwith  discontinue  disposition of such  Restricted  Registrable  Securities
covered by such  registration  statement or prospectus to be sold by such holder
until  such  holder's  receipt  of the  copies of the  supplemented  or  amended
prospectus  contemplated  by  Section  5(i)  hereof,  or until it is  advised in
writing (the "ADVICE") by the Company that the use of the applicable  prospectus
may be resumed.

      6.    REGISTRATION EXPENSES.

      (a) Registration  Expenses shall be borne as set forth in Sections 2 and 3
hereof.  Registration  Expenses  ("REGISTRATION  EXPENSES") shall consist of all
expenses  incidental to the  Company's  performance  of or compliance  with this
Agreement,  including  without  limitation (i) all  registration and filing fees
(including,  without limitation, (A) fees with respect to filings required to be
made with the NASD and (B) fees and expenses of compliance with state securities
or  Blue  Sky  laws  (including,   without   limitation,   reasonable  fees  and
disbursements  of  counsel in  connection  with Blue Sky  qualifications  of the
Restricted Registrable Securities),  (ii) printing expenses,  including, without
limitation,   expenses  of  printing  certificates  for  Restricted  Registrable
Securities and of printing prospectuses in an amount reasonably requested by the
managing underwriter or underwriters, if any, if the printing of prospectuses is
requested by the managing underwriter or underwriters, if any, or by the holders
of the Restricted Registrable Securities included in any Registration Statement,
(iii) messenger and delivery  expenses,  (iv) fees and  disbursements of counsel
for  the  Company,   (v)  fees  and  disbursements  of  all  independent  public
accountants  referred  to  in  Section  5(j)(iii)  hereof  (including,   without
limitation,  the  expenses  of any  special  audit  and "cold  comfort"  letters
required by or incident to such  performance),  (vi) fees associated with making
the  Restricted   Registrable   Securities  eligible  for  trading  through  The
Depository  Trust  Company,  (vii)  Securities Act liability  insurance,  if the
Company  desires such  insurance,  (viii) fees and expenses of all other persons
retained by the  Company,  (ix)  internal  expenses  of the Company  (including,
without  limitation,  all salaries and expenses of officers and employees of the
Company  performing legal or accounting  duties),  (x) the expense of any annual
audit, (xi) the fees and expenses incurred in connection with the listing of the
securities  to be  registered  on the NASDAQ Small Cap market or any  securities
exchange,  system or market on which the Common Stock is then listed,  and (xii)
the  expenses  relating  to  printing,  word  processing  and  distributing  all
registration statements,  underwriting  agreements,  securities sales agreements
and any  other  documents  necessary  in order to comply  with  this  Agreement.
Registration  Expenses  do not  include  any  underwriting  discounts  or  sales
commissions.



                                       13


<PAGE>



      (b) The Company shall reimburse the holders of the Restricted  Registrable
Securities  being  registered  under the Shelf  Registration  Statement  for the
reasonable  fees and  disbursements  of not more than one counsel  chosen by the
holders of a majority of the Restricted Registrable Securities to be included in
the Shelf Registration Statement.

      7.    INDEMNIFICATION.

      (a) The  Company  agrees to  indemnify  and hold  harmless  each holder of
Restricted Registrable Securities,  its affiliates, and its and their respective
officers, directors, employees and agents, and each person, if any, who controls
any such person (each, a "CONTROL  PERSON") within the meaning of either Section
15  of  the  Securities  Act  or  Section  20  of  the  Exchange  Act  (each,  a
"PARTICIPANT"),  from  and  against  any and all  losses,  claims,  damages  and
liabilities (including,  without limitation, the reasonable legal fees and other
expenses actually incurred in connection with any suit, action, investigation or
proceeding or any claim  asserted)  caused by,  arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
registration  statement (or any amendment thereto) or related prospectus (or any
amendments or supplements  thereto) or any related  preliminary  prospectus,  or
caused by,  arising  out of or based upon any  omission  or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading;  PROVIDED,  HOWEVER, that the Company will not be required
to indemnify a Participant  if (i) such losses,  claims,  damages or liabilities
are caused by any untrue  statement or omission or alleged  untrue  statement or
omission made in reliance upon and in conformity  with  information  relating to
any  Participant  furnished  to the  Company  in writing by or on behalf of such
Participant  expressly for use therein or (ii) if such  Participant  sold to the
person asserting the claim the Restricted  Registrable  Securities which are the
subject of such claim and such untrue  statement  or omission or alleged  untrue
statement or omission was contained or made in any  preliminary  prospectus  and
corrected  in the  prospectus  or any  amendment or  supplement  thereto and the
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 it is  established  by the  Company in the related
proceeding  that such  Participant  failed to  deliver  or provide a copy of the
prospectus  (as  amended or  supplemented)  to such  person with or prior to the
confirmation of the sale of such Restricted  Registrable Securities sold to such
person if required by applicable  law, unless such failure to deliver or provide
a  copy  of  the  prospectus  (as  amended  or  supplemented)  was a  result  of
noncompliance by the Company with Section 5 of this Agreement.


                                       14


<PAGE>



      (b) Each Participant  agrees,  severally and not jointly, to indemnify and
hold  harmless  the  Company,  its  directors  and  officers and each person who
controls the Company  within the meaning of Section 15 of the  Securities Act or
Section 20 of the  Exchange  Act to the same extent as the  foregoing  indemnity
from the Company to each  Participant,  but only (i) with respect to information
relating to such Participant furnished to the Company in writing by or on behalf
of  such  Participant  expressly  for  use  in  any  registration  statement  or
prospectus,  any amendment or supplement thereto, or any preliminary  prospectus
or (ii) with  respect to any untrue  statement  or  representation  made by such
Participant in writing to the Company.  Notwithstanding the foregoing,  under no
circumstances  shall  the  Placement  Agent,  its  affiliates  or its  or  their
respective  officers,  directors,  employees,  agents  or  Control  Persons,  be
responsible for amounts that in the aggregate  exceed the value of the Placement
Agent Shares on the date hereof. In addition,  under no circumstances  shall any
Participant  in any  registration  hereunder  be  responsible  for any amount in
excess of the proceeds received by it in such registration.

      (c) If  any  suit,  action,  proceeding  (including  any  governmental  or
regulatory investigation),  claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs,  such person (the "INDEMNIFIED PERSON") shall promptly
notify the person against whom such  indemnity may be sought (the  "INDEMNIFYING
PERSON")  in  writing,   and  the  Indemnifying  Person,  upon  request  of  the
Indemnified  Person,  shall  retain  counsel  reasonably   satisfactory  to  the
Indemnified  Person to  represent  the  Indemnified  Person  and any  others the
Indemnifying  Person may reasonably  designate in such proceeding and shall pay,
as incurred,  the reasonable fees and expenses actually incurred by such counsel
related to such proceeding; PROVIDED, HOWEVER, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability which it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the loss or compromise of any material rights or defenses by
the Indemnifying  Person and the Indemnifying  Person was not otherwise aware of
such action or claim). In any such proceeding, any Indemnified Person shall have
the right to retain its own  counsel,  but the fees and expenses of such counsel
shall be at the expense of such  Indemnified  Person unless (i) the Indemnifying
Person and the  Indemnified  Person shall have mutually agreed in writing to the
contrary,  (ii) the  Indemnifying  Person shall have failed  within a reasonable
period of time to retain  counsel  reasonably  satisfactory  to the  Indemnified
Person or to pay  expenses  subject to  indemnification  hereunder  or (iii) the
named parties in any such proceeding  (including any impleaded  parties) include
both the Indemnifying  Person and the Indemnified  Person and  representation of
both  parties  by the same  counsel  would be  inappropriate  due to  actual  or
potential  differing interests between them. It is understood that, unless there
exists a conflict among Indemnified  Persons, the Indemnifying Person shall not,


                                       15


<PAGE>


in connection with any one such proceeding or separate but substantially similar
related  proceedings  in the same  jurisdiction  arising out of the same general
allegations,  be liable for the fees and expenses of more than one separate firm
(in addition to any local  counsel) for all  Indemnified  Persons,  and that all
such fees and expenses  shall be reimbursed  promptly as they are incurred.  Any
such separate firm for the  Participants  (including,  without  limitation,  any
Control  Persons)  shall be  designated  in writing by  Participants  who sold a
majority in  interest  of  Restricted  Registrable  Securities  sold by all such
Participants  and any such separate  firm for the Company,  its  directors,  its
officers and such Control  Persons of the Company shall be designated in writing
by the Company.  The Indemnifying  Person shall not be liable for any settlement
of any  proceeding  effected  without its prior written  consent  (which consent
shall not be  unreasonably  withheld),  but if settled  with such  consent or if
there  be a final  non-appealable  judgment  for the  plaintiff  for  which  the
Indemnified  Person is entitled to  indemnification  pursuant to this Agreement,
the  Indemnifying  Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or  liability by reason of such  settlement  or
judgment. No Indemnifying Person shall, without the prior written consent of the
Indemnified  Person,  effect any  settlement  or  compromise  of any  pending or
threatened  proceeding  in respect of which any  Indemnified  Person is or could
reasonably  have been  expected  to be a party,  and  indemnity  could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes
an  unconditional  written  release  of such  Indemnified  Person,  in form  and
substance reasonably satisfactory to such Indemnified Person, from all liability
on  claims  that are the  subject  matter  of such  settlement  and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Indemnified Person.

      (d) If the indemnification provided for in the first and second paragraphs
of this  Section 7 is for any reason  unavailable  to, or  insufficient  to hold
harmless,  an Indemnified  Person in respect of any losses,  claims,  damages or
liabilities  referred  to  therein,  then each  Indemnifying  Person  under such
paragraphs,  in lieu of indemnifying  such Indemnified  Person thereunder and in
order to provide for just and equitable  contribution,  shall  contribute to the
amount paid or payable by such  Indemnified  Person as a result of such  losses,
claims,  damages or liabilities in such  proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying  Person or persons on the
one hand and the Indemnified Person or Persons on the other from the offering of
the securities or (ii) if the allocation provided by the foregoing clause (i) is
not  permitted by applicable  law, not only such relative  benefits but also the
relative  fault of the  Indemnifying  Person or  Persons on the one hand and the
Indemnified  Person or Persons on the other in connection with the statements or
omissions  or alleged  statements  or  omissions  that  resulted in such losses,
claims,  damages or liabilities  (or actions in respect  thereof).  The relative
fault of the parties  shall be  determined  by reference to, among other things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the



                                       16


<PAGE>


omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company on the one hand or such  Participant  on the other,  the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct  or  prevent  such  statement  or  omission,  and  any  other  equitable
considerations appropriate in the circumstances.

      (e)  The  parties  agree  that  it  would  not be just  and  equitable  if
contribution  pursuant to this Section 7 were  determined by PRO RATA allocation
(even if the Participants were treated as one entity for such purpose) or by any
other  method  of  allocation  that  does  not  take  account  of the  equitable
considerations  referred to in the immediately  preceding paragraph.  The amount
paid or  payable by an  Indemnified  Person as a result of the  losses,  claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any reasonable
legal  or  other  expenses  actually  incurred  by such  Indemnified  Person  in
connection with  investigating  or defending any such action or claim. 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.

      (f) The indemnity and contribution  agreements contained in this Section 7
will  be in  addition  to any  liability  which  the  Indemnifying  Persons  may
otherwise have to the Indemnified Persons referred to above.

      8.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

      No owner of Restricted Registrable Securities may participate, pursuant to
Section 3 hereof,  in any underwritten  offering of Common Stock of the Company,
notice of which is given  pursuant  to Section 3 hereof,  unless  such owner (a)
agrees to sell its  Restricted  Registrable  Securities  pursuant  to  customary
underwriting  arrangements  approved  by the  Company  and its  counsel  and (b)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements.

      No owner of Restricted Registrable Securities may participate, pursuant to
Section 2 hereof,  in any  underwritten  offering of Common Stock of the Company
pursuant to the Shelf Registration  Statement filed in accordance with Section 2
hereof,  unless such owner completes and executes all questionnaires,  powers of
attorney,   indemnities,   underwriting  agreements  and  such  other  documents
reasonably required under the terms of customary underwriting arrangements.



                                       17


<PAGE>



      9. RULE 144.

      The Company covenants that it will use its best efforts to file timely the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the Commission thereunder,  and it will
take  such  further  action  as  any  record  owner  of  Restricted  Registrable
Securities may reasonably request,  all to the extent required from time to time
to  enable  such  owner  to  sell  Restricted   Registrable  Securities  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by (a) Rule 144 under the  Securities  Act, as such Rule may be amended
from time to time,  or (b) any similar rule or regulation  hereafter  adopted by
the Commission.  Upon the request of any record owner of Restricted  Registrable
Securities,  the Company  will  deliver to such owner a written  statement as to
whether it has complied with such requirements.

      10.   MISCELLANEOUS.

      (a) NO  INCONSISTENT  AGREEMENTS.  The  Company  has  not,  as of the date
hereof, and the Company shall not, after the date of this Agreement,  enter into
any agreement with respect to any of its securities  that is  inconsistent  with
the rights granted to the holders of Restricted  Registrable  Securities in this
Agreement or otherwise  conflicts with the provisions  hereof.  The Company will
not enter  into any  agreement  which  will  grant any such  rights  that are in
conflict with the rights afforded by this Agreement.

      (b)  AMENDMENTS  AND WAIVERS.  The provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the  provisions  hereof may not be given,  otherwise than with the prior written
consent  of the  Company  and the  holders  of not less than a  majority  of the
then-outstanding   Restricted   Registrable   Securities.   Notwithstanding  the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter  that  relates  exclusively  to the rights of holders of  Restricted
Registrable   Securities   whose   securities  are  being  sold  pursuant  to  a
registration  statement and that does not directly or indirectly affect, impair,
limit or  compromise  the  rights of other  holders  of  Restricted  Registrable
Securities  may be given by  holders of at least a  majority  of the  Restricted
Registrable  Securities being sold by such holders pursuant to such registration
statement.

      (c)  NOTICES.  All  notices  and  other  communications  provided  for  or
permitted  hereunder  shall  be  made  in  writing  and be by  hand-delivery  or
certified mail, return receipt  requested,  or by facsimile (with a hard copy to
follow by either overnight or two (2) day courier):



                                       18


<PAGE>



            (i) if to a holder of Restricted  Registrable  Securities other than
the  Placement  Agent,  at the most current  address given by such holder to the
Company in writing;

            (ii) if to the  Placement  Agent,  at its  address  set forth in the
Placement Agency Agreement; and

            (iii) if to the  Company,  at its address set forth in the  Purchase
Agreements.

All such notices and communications shall be deemed to have been duly given when
delivered by hand,  if  personally  delivered;  five  business  days after being
deposited in the mail (by certified  mail),  postage  prepaid,  if mailed;  upon
receipt,  if sent by facsimile (followed by a hard copy sent by either overnight
or two (2) day courier).

      (d) SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
hereto; PROVIDED, HOWEVER, that this Agreement shall not inure to the benefit of
or be binding  upon a successor  or assign of a holder  unless and to the extent
such successor or assign holds Restricted Registrable Securities.

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

      (f)  HEADINGS.  The  headings in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

      (G) GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK,  WITHOUT REGARD TO PRINCIPLES
OF  CONFLICTS  OF LAW.  EACH OF THE  PARTIES  HERETO  AGREES  TO  SUBMIT  TO THE
JURISDICTION  OF ANY STATE OR FEDERAL  COURT LOCATED IN THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

      (h) SEVERABILITY.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in


                                       19


<PAGE>


no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their best efforts to find and employ an  alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

      (i)  RESTRICTED   REGISTRABLE  SECURITIES  HELD  BY  THE  COMPANY  OR  ITS
AFFILIATES.  Whenever  the  consent  or  approval  of  holders  of  a  specified
percentage  of  Restricted   Registrable   Securities  is  required   hereunder,
Restricted Registrable Securities held by the Company or its affiliates (as such
term is  defined in Rule 405 under the  Securities  Act) shall not be counted in
determining  whether  such  consent or approval was given by the holders of such
required percentage.

      (j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained  herein.  There are no  representations,  promises,
warranties  or  undertakings  between  the parties  hereto  with  respect to the
subject  matter hereof,  other than those set forth or referred to herein.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.

                            [signature pages follow]


                                       20


<PAGE>



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


                         INTERNATIONAL FAST FOOD CORPORATION



                         By:  /s/ Mitchell Rubininson
                            ---------------------------------------
                              Name:  Mitchell Rubininson
                              Title: President


Purchaser:  NORTHSTAR HIGH TOTAL RETURN FUND


By: /s/ Michael A. Graves 
   -------------------------------------
    Name:   Michael A. Graves
    Title:  Vice President


Purchaser:  NORTHSTAR HIGH TOTAL RETURN FUND II


By: /s/ Michael A. Graves 
   -------------------------------------
    Name:   Michael A. Graves
    Title:  Vice President


Purchaser:  NORTHSTAR BALANCE SHEET OPPORTUNITIES FUND


By: /s/ Michael A. Graves 
   -------------------------------------
    Name:   Michael A. Graves
    Title:  Vice President


Purchaser:  BANKAMERICA INVESTMENT CORP.


By: /s/ Mike Hornig
   -------------------------------------
    Name:   Mike Hornig
    Title:  Assistant Controller

21

<PAGE>


Purchaser:  LEGG MASON INCOME TRUST, INC.


By: /s/ Trudie D. Whitehead 
   -------------------------------------
    Name:   Trudie D. Whitehead
    Title:  Portfolio Manager


Purchaser:  BT ALEX. BROWN INCORPORATED

By: /s/ Gary Luciani  
   -------------------------------------
    Name:   Gary Luciani
    Title:  Managing Director








                                       22