Exchange Agent Agreement

SC INTERNATIONAL SERVICES, INC.
524 East Lamar Blvd.
Arlington, Texas 76011
(817) 792-2123
(817) 792-2222 (Facsimile)


_____________ __, 1997


The Bank of New York Corporate Trust Trustee Administration 101 Barclay Street Floor 21 West New York, New York 10286


Re: EXCHANGE AGENT AGREEMENT


Ladies and Gentlemen:


SC International Services, Inc., a Delaware corporation (the "ISSUER"), and the Guarantors (the "GUARANTORS") identified in the Registration Statement (as defined herein) propose to make an offer (the "EXCHANGE OFFER") to exchange up to $300,000,000 aggregate principal amount of the Issuer's 9 1/4% Senior Subordinated Notes due 2007, Series B (the "EXCHANGE NOTES") (and the related guarantees of the Guarantors) for a like principal amount of the Issuer's outstanding 9 1/4% Senior Subordinated Notes due 2007, Series A (the "PRIVATE NOTES") (and the related guarantees of the Guarantors). The terms and conditions of the Exchange Offer are set forth in a prospectus (the "PROSPECTUS") included in the Issuer's and the Guarantors' registration statement on Form S-4 (File No. 333-37475), as amended (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission (the "COMMISSION"), and proposed to be distributed to all record holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to herein as the "NOTES." Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or the Letter of Transmittal which constitutes part of the Prospectus.


The Issuer hereby appoints The Bank of New York to act as exchange agent (the "EXCHANGE AGENT") in connection with the Exchange Offer. References hereinafter to "YOU" shall refer to The Bank of New York.


The Exchange Offer is expected to be commenced by the Issuer on or about ________ __, 1997. The Letter of Transmittal accompanying the Prospectus is to be used by the holders of the Private Notes to accept the Exchange Offer, and contains instructions with respect to the delivery of Private Notes tendered.


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The Exchange Offer shall expire at 5:00 P.M., New York City time, on_____________, 1997, or on such later date or time to which the Issuer may extend the Exchange Offer (the "EXPIRATION DATE"). Subject to the terms and conditions set forth in the Prospectus, the Issuer expressly reserves the right to extend the Exchange Offer from time to time, and may extend the Exchange Offer by giving notice (such notice if given orally, to be confirmed in writing) to you before 9:00 A.M., New York City time, on the next New York Stock Exchange trading day after the previously scheduled Expiration Date.


The Issuer expressly reserves the right, in its sole discretion, to amend or terminate the Exchange Offer, and not to accept for exchange any Private Notes not theretofore accepted for exchange. The Issuer will give notice (such notice if given orally, to be confirmed in writing) of any amendment, termination or nonacceptance to you as promptly as practicable.


In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:


1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange
Offer," in the Letter of Transmittal accompanying the Prospectus, or as
specifically set forth herein; provided, however, that in no way will
your general duty to act in good faith and without gross negligence or
willful misconduct be limited by the foregoing.


2. You will establish an account with respect to the Private Notes at The
Depository Trust Company (the "BOOK-ENTRY TRANSFER FACILITY") for
purposes of the Exchange Offer within two New York Stock Exchange
trading days after the date of the Prospectus, and any financial
institution that is a participant in the Book-Entry Transfer Facility's
systems may make book-entry delivery of the Private Notes by causing
the Book-Entry Transfer Facility to transfer such Private Notes into
your account in accordance with the Book-Entry Transfer Facility's
procedures for such transfer.


3. You are to examine each of the Letters of Transmittal and certificates
for Private Notes (and confirmation of book-entry transfers of Private
Notes into your account at the Book-Entry Transfer Facility) and any
other documents delivered or mailed to you by or for holders of the
Private Notes, to ascertain whether: (i) the Letters of Transmittal,
certificates and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein
and that such book-entry confirmations are in due and proper form and
contain the information required to be set forth therein, and (ii) the
Private Notes have otherwise been properly tendered. In each case where
the Letter of Transmittal or any other document has been improperly
completed or executed, or where book-entry confirmations are not in due
and proper form or omit certain information, or any of the certificates
for Private Notes are not in proper form for transfer or some other
irregularity in connection with the acceptance of the Exchange Offer
exists, you will endeavor to inform the presenters of the need for
fulfillment of all requirements and to take any other action as may be
necessary or advisable to cause such irregularity to be corrected.


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4. With the approval of the Chairman, the President, the Executive Vice
President, Senior Vice President or any of the Vice Presidents of the
Issuer (such approval, if given orally, to be confirmed in writing) or
any other person designated by such an officer in writing, you are
authorized to waive any irregularities in connection with any tender of
Private Notes pursuant to the Exchange Offer.


5. Tenders of Private Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned "The
Exchange Offer--Procedures for Tendering," and Private Notes shall be
considered properly tendered to you only when tendered in accordance
with the procedures set forth therein. Notwithstanding the provisions
of this paragraph 5, Private Notes which the Chairman, the President,
the Executive Vice President, the Senior Vice President or any of the
Vice Presidents of the Issuer or any other officer of the Issuer
designated by any such person shall approve as having been properly
tendered shall be considered to be properly tendered (such approval, if
given orally, shall be confirmed in writing).


6. You shall advise the Issuer with respect to any Private Notes received
subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Private Notes.


7. You shall accept tenders:


(a) in cases where the Private Notes are registered in two or more
names only if signed by all named holders;


(b) in cases where the signing person (as indicated on the Letter
of Transmittal) is acting in a fiduciary or a representative
capacity only when proper evidence of his or her authority so
to act is submitted; and


(c) from persons other than the registered holder of Private Notes
provided that customary transfer requirements, including those
regarding any applicable transfer taxes, are fulfilled.


You shall accept partial tenders of Private Notes when so indicated and as permitted in the Letter of Transmittal and deliver certificates for Private Notes to the transfer agent for split-up and return any untendered Private Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.


8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Issuer will notify you (such notice if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration
Date, of all Private Notes properly tendered and you, on behalf of the
Issuer, will exchange such Private Notes for Exchange Notes and cause
such Private Notes to be canceled. Delivery of Exchange Notes will be
made on behalf of the Issuer by you at the rate of $1,000 principal
amount of Exchange Notes for each $1,000 principal


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amount of the Private Notes tendered promptly after notice (such notice
if given orally, to be confirmed in writing) of acceptance of said
Private Notes by the Issuer; provided, however, that in all cases,
Private Notes tendered pursuant to the Exchange Offer will be exchanged
only after timely receipt by you of certificates for such Private Notes
(or confirmation of book-entry transfer into your account at the
Book-Entry Transfer Facility), a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and any oth ...