VOLUME SERVICES AMERICA INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>employmentagr-honig.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT (the "Agreement") dated April 15, 2002 by and between
Volume Services America Holdings,  Inc., a Delaware  corporation (the "Company")
and Lawrence E. Honig (the "Executive").

     The  Company  desires to employ  Executive  and to enter into an  agreement
embodying the terms of such employment;

     Executive  desires  to  accept  such  employment  and  enter  into  such an
agreement;

     In  consideration of the premises and mutual covenants herein and for other
good and valuable consideration, the parties agree as follows:

     1. Term of  Employment.  Subject  to the  provisions  of  Section 8 of this
Agreement,  Executive  shall be employed by the Company for a term commencing on
April 15,  2002 (the  "Commencement  Date")  and  ending on April 14,  2004 (the
"Employment  Term") on the terms and subject to the conditions set forth in this
Agreement.  Unless sooner  terminated  under the provisions of Section 8 of this
Agreement,  the Employment  Term will  automatically  be extended for additional
one-year terms at the conclusion of the initial  two-year term ("Initial  Term")
and each succeeding one-year extension ("Extension Term").

     2. Position.

          (a) During the Employment Term, Executive shall serve as the Company's
     Chief Executive Officer. In such position, Executive shall have such duties
     and  authority  as shall be  determined  from  time to time by the Board of
     Directors of the Company (the  "Board").  Executive  will be nominated and,
     when elected, serve as a member of, the Board.

          (b) During the Employment Term, Executive will devote Executive's full
     business time and best efforts to the  performance  of  Executive's  duties
     hereunder  and  will  not  engage  in any  other  business,  profession  or
     occupation for  compensation or otherwise which would conflict or interfere
     with the rendition of such services either directly or indirectly,  without
     the prior written  consent of the Board;  provided  that  --------  nothing
     herein  shall  preclude  Executive,  subject to the prior  approval  of the
     Board,  from accepting  appointment to or continue to serve on any board of
     directors  or  trustees  of any  business  corporation  or  any  charitable
     organization;  provided  in each  case,  and in the  aggregate,  that  such
     activities do not --------  conflict or interfere  with the  performance of
     Executive's  duties  hereunder or conflict with Section 9. Executive  shall
     perform his duties in the Company's office in Spartanburg, South Carolina.

     3. Base Salary. During the Employment Term, the Company shall pay Executive
a base salary at the annual rate of $450,000, payable in regular installments in
accordance  with the  Company's  usual  payment  practices.  Executive  shall be
entitled  to such  increases  in  Executive's  base  salary,  if any,  as may be


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<PAGE>

determined  from time to time in the sole  discretion of the Board.  Executive's
annual base salary,  as in effect from time to time, is hereinafter  referred to
as the "Base Salary."

     4. Bonus.  Executive  shall be  eligible to earn an annual  bonus award (an
"Annual Bonus") each fiscal year during the Employment Term, payable as provided
in the  Company's  annual  bonus plan.  The Annual  Bonus will be targeted to at
least fifty percent (50%) of Executive's  Base Salary (the "Target")  based upon
the achievement of budgeted  performance goals of the Company established by the
Board (the  "Company's  Budget") and  incorporated  into the existing  executive
bonus  plan that the Board has  established  for the  senior  executives  of the
Company.

     5.  Options.  (a) As soon as  practicable  (but in no event  later than 180
days) following the Commencement  Date,  Executive shall be granted options (the
"Options"),  pursuant to a stock  option plan to be adopted by the Company  (the
"Plan"),  to purchase that number of shares (the  "Shares") of the Company which
is equal to three  percent  (3%) of the entire  number of shares of the  Company
issued and outstanding on the date of the grant (the "Grant Date"). The exercise
price per share (the "Exercise Price") shall be equal to the "Established  Share
Value" of a share of stock of the  Company.  The  Established  Share  Value of a
share of stock in the Company shall be calculated by dividing the total value of
the  Company  which is  established  by the  Company's  Board of  Directors  for
purposes  of  restructuring  management's  equity in the Company  (the  "Company
Valuation") by the total number of shares of stock issued and outstanding on the
date that the restructuring is effective.

     (b) The  Options  shall vest with  respect to twenty  percent  (20%) of the
Shares on the first anniversary of the Grant Date and shall vest with respect to
twenty percent (20%) of the Shares on each anniversary thereafter, until all the
Shares subject to the Options are 100% vested;  provided,  however,  that (i) if
Executive's employment is terminated (A) by the Company without Cause or (B) due
to the Executive's  resignation with Good Reason, or (ii) in the event of a sale
of all or  substantially  all of the  stock  and/or  assets  of the  Company  (a
"Sale"),  the Options shall immediately vest with respect to one hundred percent
(100%) of the Shares. In the case of any vesting in connection with a Sale, such
vesting  shall occur such that the Options may be  exercised  and  converted  to
Shares in time to permit  Executive to receive  consideration  for the Shares in
connection with the Sale.

     (c) In the event that the  Company  consummates  a Sale prior to the second
anniversary  of the  Commencement  Date,  and the "Excess  Value" (as calculated
below),  multiplied by the total number of the Shares as to which  Executive has
Options (the "Aggregate Excess Value") is less than One Million  ($1,000,000.00)
Dollars, the Executive shall be paid the difference between the Aggregate Excess
Value  and  One  Million   ($1,000,000.00)   Dollars   simultaneously  with  the
consummation  of the Sale. The Excess Value shall be calculated as follows:  (a)
if the Sale is a sale of  substantially  all of the shares of the  Company,  the
Excess  Value shall be the amount,  if any, by which the amount  received by the
shareholders  for a share of the Company's  stock (the "Stock  Purchase  Price")
exceeds the Exercise Price; and (b) if the Sale is a sale of  substantially  all
of the Company's assets,  the Excess Value shall be the amount, if any, by which
(i) the total amount  distributable to shareholders of the Company in connection
with such Sale (whether upon consummation of the Sale or otherwise,  and whether
or not contingent) divided by the number of shares issued and outstanding on the
date of the Sale (the "Asset Purchase Price"),  exceeds (ii) the Exercise Price.
In the event that any additional  options for the Company's  stock  ("Additional
Options") are granted to the Executive  prior to the second  anniversary  of the
Commencement  Date, which  Additional  Options by their terms are exercisable in


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<PAGE>

connection  with a Sale,  the  calculation  of Excess  Value  shall  include the
amount,  if any, by which the Stock Purchase Price or Asset Purchase  Price,  as
the case may be, exceeds the exercise price per share for the Additional Options
(such  amount to be referred to as the  "Additional  Options  Excess"),  and the
Aggregate Excess Value shall include the Additional Options Excess multiplied by
the number of shares as to which Executive has Additional Options.

     (d) Following the termination of Executive's employment for any reason, the
unvested portion of the Options shall immediately  expire (except as provided in
paragraph  (b) above) and the vested  portion of the Options shall expire on the
first anniversary of Executive's termination of employment;  provided,  however,
that if Executive is terminated by the Company for Cause,  the vested portion of
the Options shall expire immediately.

     (e) The Options shall be equitably adjusted,  as determined by the Board of
Directors of the Company in its discretion, in the event of a stock split, stock
dividend,  spin-off,  reorganization,  recapitalization,  rights offering, share
exchange,  merger,  consolidation or other similar transaction,  and the Board's
determination as to any such adjustment shall be conclusive.

     (f) The Options shall be granted on the terms and  conditions of, and shall
be subject to all the  limitations  set forth in, the Plan, and to all the terms
and conditions of the standard stock option agreement  adopted by the Company in
connection with the Plan,  including,  without limitation,  any voting trusts or
shareholders agreements.  The Executive shall have no rights as a shareholder of
the Company,  including,  without  limitation,  voting and dividend  rights,  in
respect of the Shares unless and until the Shares have been issued to Executive.
If not sooner  terminated  pursuant  to the terms of this  Section 5, all of the
Options shall  terminate ten (10) years from the Grant Date. The Options may not
be transferred  otherwise than by will or the laws of dissent and  distribution,
and the Options may be exercised,  during the lifetime of the Executive, only by
the Executive.  The Company shall have the right to require the payment (through
withholding from the Executive's salary or otherwise, as the Company may, in its
sole discretion,  determine) of any federal, state, local or foreign taxes which
it  believes  are or may be  required  to be  withheld  in  connection  with the
transfer of Shares upon the exercise of any of the Options.


     6. Employee Benefits.

          (a) During the Employment Term, the Executive shall be entitled to the
     coverage or benefits under any and all employee benefit plans maintained by
     the  Company  (including,   without  limitation,  medical  insurance,  life
     insurance,  long-term  disability  insurance  and  pension  plans,  if any)
     (collectively,  "Employee  Benefits") to the extent  permissible  under the
     terms of the plans and to all  fringe  benefits  for which his  status  and
     level of employment  qualify him in accordance  with the Company's  benefit
     policies  governing  senior  executives;   provided,   however,   that  the


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<PAGE>

     Executive's  Employee  Benefits  shall not  include  the split  dollar life
     insurance  program  which is no longer being  offered by the Company to new
     employees.

          (b) The  Executive  shall be entitled to paid  vacations in accordance
     with the Company's  standard vacation policies governing senior executives,
     but in no event  less  than  four  weeks  each  calendar  year  during  the
     Employment Term.

     7. Business  Expenses.  During the  Employment  Term,  reasonable  business
expenses  incurred  by  Executive  in  the  performance  of  Executive's  duties
hereunder  shall  be  reimbursed  by the  Company  in  accordance  with  Company
policies.

     8. Termination.  The Employment Term and Executive's  employment  hereunder
may be terminated by either party at any time and for any reason;  provided that
Executive will be required to give the Company at least 60 days advance  written
notice of any resignation of Executive's  employment.  Notwithstanding any other
provision of this Agreement,  the provisions of this Section 8 shall exclusively
govern  Executive's  rights upon  termination of employment with the Company and
its affiliates.

          (a) By the Company For Cause or By Executive  Resignation Without Good
     Reason.

               (i) The Employment Term and Executive's  employment hereunder may
          be  terminated  by the Company for Cause (as defined  below) and shall
          terminate  automatically  upon  Executive's  resignation  without Good
          Reason (as defined in Section 8(c)).

               (ii)  For  purposes  of  this   Agreement,   "Cause"  shall  mean
          termination  by action of at least a  majority  of the  members of the
          Board  (excluding the Executive)  upon (i) the  Executive's  breach of
          Section  9 or 10 of this  Agreement;  (ii)  the  Executive's  material
          breach of any other  provision of this  Agreement if the Executive has
          been given written  notice and a reasonable  opportunity  to cure such
          breach; (iii) the Executive's willful failure to adhere to any written
          Company  policy if the Executive  has been given written  notice and a
          reasonable  opportunity to comply with such policy or cure his failure
          to  comply;  (iv)  serious  willful  misconduct  by the  Executive  in
          connection with his  employment;  or (v) the commission of a felony or
          the equivalent  thereof or a misdemeanor  including  moral  turpitude.
          Such action shall take place at a meeting duly called and held upon at
          least 15 days' prior written  notice to the Executive  specifying  the
          particulars  of the action or inaction  alleged to constitute  "Cause"
          (and at which meeting the Executive and his counsel are entitled to be
          present  and given  reasonable  opportunity  to be  heard).  Action or
          inaction by the Executive  shall not include  failure to act by reason
          of total or partial incapacity due to physical or mental illness.

               (iii) If Executive's  employment is terminated by the Company for
          Cause, or if Executive resigns without Good Reason, Executive shall be
          entitled to receive:



                                       4
<PAGE>

                    (A) the Base Salary through the date of termination;

                    (B) any  Annual  Bonus  earned  but unpaid as of the date of
               termination for any previously completed fiscal year;

                    (C)  reimbursement  for any unreimbursed  business  expenses
               properly  incurred by Executive in accordance with Company policy
               prior to the date of Executive's termination; and

                    (D) such Employee  Benefits,  if any, to which Executive may
               be  entitled  in his status as a  terminated  employee  under the
               employee  benefit plans of the Company (the amounts  described in
               clauses (A) through (D) hereof being  referred to as the "Accrued
               Rights").

               Following  such  termination  of  Executive's  employment  by the
          Company for Cause or  resignation  by  Executive  without Good Reason,
          except as set forth in this Section 8(a)(iii), Executive shall have no
          further  rights to any  compensation  or any other benefits under this
          Agreement.

                    (b) Disability or Death.

          (i) The Employment  Term and  Executive's  employment  hereunder shall
          terminate upon Executive's  death and may be terminated by the Company
          if  Executive  becomes  physically  or mentally  incapacitated  and is
          therefore  unable  for a period  of 120  consecutive  days or 180 days
          during any 12 consecutive month period to perform  Executive's  duties
          (such  incapacity is  hereinafter  referred to as  "Disability").  Any
          question as to the  existence  of the  Disability  of  Executive as to
          which  Executive  and the Company  cannot agree shall be determined in
          writing by a qualified  independent  physician mutually  acceptable to
          Executive and the Company.  If Executive and the Company  cannot agree
          as to a qualified  independent  physician,  each shall  appoint such a
          physician and those two physicians shall select a third who shall make
          such determination in writing. The determination of Disability made in
          writing to the Company and Executive shall be final and conclusive for
          all purposes of the  Agreement.

          (ii) Upon termination of Executive's  employment  hereunder for either
          Disability or death,  Executive or Executive's estate (as the case may
          be) shall be entitled to receive the Accrued Rights.

     Following Executive's termination of employment due to death or Disability,
except as set forth in this Section  8(b)(ii),  Executive  shall have no further
rights to any compensation or any other benefits under this Agreement.

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<PAGE>
               (c) By the Company  Without Cause or Resignation by Executive for
          Good Reason.

               (i) The Employment Term and Executive's  employment hereunder may
               be  terminated  by the Company  without  Cause or by  Executive's
               resignation for Good Reason.

               (ii) For purposes of this Agreement, "Good Reason" shall mean (A)
               the  Company's  material  breach  of  this  Agreement;   (B)  the
               assignment of the Executive,  without his consent, to a position,
               responsibilities  or  duties  of a  materially  lesser  status or
               degree of responsibility  than his position,  responsibilities or
               duties as of the date  hereof;  or (C) the  failure  to elect the
               Executive  to serve as a member of the Board;  provided  that the
               events  described in this Section  8(c)(ii) shall constitute Good
               Reason  only if the  Company  fails to cure such event  within 30
               days after receipt from  Executive of written notice of the event
               which  constitutes  Good Reason;  provided,  further,  that "Good
               Reason"  shall  cease  to  exist  for an  event  on the  60th day
               following the later of its  occurrence or  Executive's  knowledge
               thereof,  unless  Executive has given the Company  written notice
               thereof prior to such date.

               (iii) If  Executive's  employment  is  terminated  by the Company
               without Cause (other than by reason of death or Disability) or if
               Executive resigns for Good Reason, Executive shall be entitled to
               receive:

                    (A) the Accrued Rights;

                    (B) subject to  Executive's  continued  compliance  with the
                    provisions  of Sections 9 and 10,  continued  payment of the
                    Base Salary until the later of (i) one year  following  such
                    termination  of  employment  and (ii) the  expiration of the
                    Initial  Term  determined  as if  such  termination  had not
                    occurred;  provided that the aggregate  amount  described in
                    this clause (B) shall be reduced by the present value of any
                    other cash  severance  or  termination  benefits  payable to
                    Executive under any other plans, programs or arrangements of
                    the Company or its affiliates; and

                    (C) continued  Employee Benefits (to the extent  permissible
                    under  the  terms  of  the  plans  providing  such  Employee
                    Benefits)  for Executive  and  Executive's  spouse and minor
                    children  until  the  later of (i) one year  following  such
                    termination  of  employment;  and (ii) the expiration of the
                    Initial  Term  determined  as if  such  termination  had not
                    occurred,  provided that such Employee  Benefits shall cease
                    on the date the Executive  becomes  eligible for  comparable
                    coverage from a subsequent employer.

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<PAGE>

          Following Executive's termination of employment by the Company without
     Cause  (other  than by reason of  Executive's  death or  Disability)  or by
     Executive's  resignation  for  Good  Reason,  except  as set  forth in this
     Section   8(c)(iii),   Executive  shall  have  no  further  rights  to  any
     compensation or any other benefits under this Agreement.

                    (d) Continued  Employment Beyond Employment Term. Unless the
                    parties   otherwise   agree  in  writing,   continuation  of
                    Executive's   employment   with  the   Company   beyond  the
                    Employment  Term shall be deemed an  employment  at-will and
                    shall not be deemed to extend any of the  provisions of this
                    Agreement  and  Executive's  employment  may  thereafter  be
                    terminated  at  will by  either  Executive  or the  Company;
                    provided  that the  provisions  of Sections 9 and 10 of this
                    Agreement shall survive any termination of this Agreement or
                    Executive's termination of employment hereunder.

                    (e) Notice of  Termination.  Any  purported  termination  of
                    employment by the Company or by Executive (other than due to
                    Executive's  death) shall be  communicated by written Notice
                    of Termination to the other party hereto in accordance  with
                    Section  12(g)  hereof.  For purposes of this  Agreement,  a
                    "Notice  of  Termination"  shall mean a notice  which  shall
                    indicate   the  specific   termination   provision  in  this
                    Agreement  relied  upon and shall  set  forth in  reasonable
                    detail  the facts and  circumstances  claimed  to  provide a
                    basis for  termination of employment  under the provision so
                    indicated.

                    (f)   Board/Committee   Resignation.   Upon  termination  of
                    Executive's  employment for any reason,  Executive  shall be
                    deemed to have resigned, as of the date of such termination,
                    and to the  extent  applicable,  from  the  Board  (and  any
                    committees  thereof)  and the  Board of  Directors  (and any
                    committees thereof) of any of the Company's affiliates,  and
                    Executive  shall execute such  documents as may be necessary
                    to reflect such resignations.

     9. Non-Competition.

          (a)  Executive  acknowledges  and  recognizes  the highly  competitive
     nature of the businesses of the Company and its affiliates and  accordingly
     agrees as follows:

                    (i) During the Employment Term and for a period of two years
                    following the termination of Executive's  employment for any
                    or no  reason,  Executive  agrees  that,  without  the prior
                    written  consent of the  Company,  (A)  Executive  will not,
                    directly or indirectly, either as principal, manager, agent,
                    consultant, officer, stockholder,  partner, investor, lender
                    or employee or in any other  capacity,  carry on, be engaged
                    in or have any financial  interest in, any business which is
                    in  competition  with the  business of the Company or any of
                    its  affiliates  and (B)  Executive  shall  not,  on his own
                    behalf or on behalf of any person, firm or company, directly
                    or  indirectly,  solicit or offer  employment to any person,
                    who  has  been  employed  by  the  Company  or  any  of  its
                    affiliates  at any time  during  the 12  months  immediately
                    preceding such solicitation.

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<PAGE>

                    (ii) For  purposes  of this  Section 9, a business  shall be
                    deemed to be in competition with the business of the Company
                    and  its  affiliates  if it  is  involved  in  the  sale  or
                    provision of catering,  concession or other food services or
                    venue management services at stadiums, ballparks, convention
                    centers,  concert halls, theaters,  seaports,  golf courses,
                    arenas,   race   tracks,   parks,   bandstands,   or   other
                    recreational venues.

                    (iii) Nothing in this Section 9 shall prohibit the Executive
                    from  acquiring or holding not more than one percent (1%) of
                    any class of publicly traded securities of any business.

          (b) It is expressly  understood and agreed that although Executive and
     the Company  consider  the  restrictions  contained in this Section 9 to be
     reasonable,  if a final  judicial  determination  is  made  by a  court  of
     competent  jurisdiction that the time or territory or any other restriction
     contained  in  this  Agreement  is  an  unenforceable  restriction  against
     Executive,  the provisions of this Agreement shall not be rendered void but
     shall be deemed  amended to apply as to such maximum time and territory and
     to such maximum extent as such court may  judicially  determine or indicate
     to be enforceable.  Alternatively,  if any court of competent  jurisdiction
     finds that any  restriction  contained in this Agreement is  unenforceable,
     and such restriction  cannot be amended so as to make it enforceable,  such
     finding  shall  not  affect  the   enforceability   of  any  of  the  other
     restrictions contained herein.

     10. Confidentiality. The Executive acknowledges that Executive has acquired
and will acquire information respecting the business and affairs of the Company,
its  subsidiaries  and affiliates,  including,  but not limited to, business and
strategic plans, forecasts and projections,  profits,  information regarding the
identity,  address  and  key  contacts  of  Company  customers,   prospects  and
suppliers,  their  needs,  preferences  and any pricing or bidding  constraints,
customer and supplier  agreements  and the terms  thereof,  policy and procedure
manuals,  recipes,  menus and  accounting  forms and  procedures  ("Confidential
Information").  Accordingly,  the  Executive  shall  keep  confidential  and not
disclose to any person or use (except as required in the conduct of the business
of the Company in the ordinary  course and  consistent  with past  practice) all
such Confidential Information, except as required by law (provided prior written
notice  thereof is given by the  Executive to the Company) or with the Company's
written consent, unless such information is known generally to the public or the
trade (through sources other than the Executive's unauthorized disclosure). Upon
termination of his employment for any reason, the Executive shall deliver to the
Company all Confidential  Information (in any form,  including,  but not limited
to,  electronic  media) in his possession or subject to his control that belongs
to the Company.

     11.  Specific  Performance.  Executive  acknowledges  and  agrees  that the
Company's  remedies  at law for a  breach  or  threatened  breach  of any of the
provisions of Section 9 or Section 10 would be inadequate  and the Company would
suffer  irreparable  damages as a result of such breach or threatened breach. In
recognition of this fact,  Executive  agrees that, in the event of such a breach
or threatened  breach, in addition to any remedies at law, the Company,  without
posting any bond,  shall be entitled to cease  making any  payments or providing

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<PAGE>

any benefit otherwise  required by this Agreement and obtain equitable relief in
the form of specific  performance,  temporary  restraining  order,  temporary or
permanent injunction or any other equitable remedy which may then be available.

     12. Miscellaneous.

     (a)  Governing  Law. This  Agreement  shall be governed by and construed in
     accordance  with  the laws of the  State of New  York,  without  regard  to
     conflicts of laws principles thereof.

     (b)  Entire  Agreement/Amendments.   This  Agreement  contains  the  entire
     understanding of the parties with respect to the employment of Executive by
     the Company. There are no restrictions,  agreements,  promises, warranties,
     covenants or  undertakings  between the parties with respect to the subject
     matter herein other than those  expressly set forth herein.  This Agreement
     may not be  altered,  modified,  or amended  except by  written  instrument
     signed by the parties hereto.

     (c) No Waiver.  The failure of a party to insist upon strict  adherence  to
     any term of this Agreement on any occasion shall not be considered a waiver
     of such  party's  rights or deprive such party of the right  thereafter  to
     insist  upon  strict  adherence  to  that  term or any  other  term of this
     Agreement.  A waiver or consent  shall only be  effective if in writing and
     signed by the party against whom the waiver or consent is to be enforced.

     (d)  Severability.  In the event that any one or more of the  provisions of
     this Agreement shall be or become invalid,  illegal or unenforceable in any
     respect,  the  validity,  legality  and  enforceability  of  the  remaining
     provisions of this Agreement shall not be affected thereby.

     (e) Assignment.  This Agreement shall not be assignable by Executive.  This
     Agreement  may be assigned by the Company to a person or entity which is an
     affiliate or a successor in interest to  substantially  all of the business
     operations of the Company, whether in connection with a Sale, or otherwise.
     Upon such assignment,  the rights and obligations of the Company  hereunder
     shall  become the rights and  obligations  of such  affiliate  or successor
     person or entity.

     (f)  Successors;  Binding  Agreement.  This  Agreement  shall  inure to the
     benefit  of  and  be  binding  upon  personal  or  legal   representatives,
     executors,   administrators,   successors,  heirs,  distributees,  devises,
     legatees and permitted assigns.

     (g)  Notice.  For the  purpose  of this  Agreement,  notices  and all other
     communications  provided for in the Agreement shall be in writing and shall
     be deemed  to have been duly  given  when  delivered  by hand or  overnight
     courier  or three  (3)  days  after it has been  mailed  by  United  States
     registered mail, return receipt  requested,  postage prepaid,  addressed to
     the  respective  addresses  set forth  below,  or to such other  address as
     either  party may have  furnished  to the other in  writing  in  accordance
     herewith,  except that notice of change of address shall be effective  only
     upon receipt.

                                       9
<PAGE>

                  If to the Company:
                  Volume Services America Holdings, Inc.
                  201 East Broad Street
                  Spartanburg, SC  29306
                  Attention:  General Counsel

                  If to Executive:

                  Lawrence E. Honig
                  515 Guildhall Place
                  Alpharetta, GA  30022-8535

     (h) Indemnification.  The Executive shall be entitled to be indemnified for
     acting  as an  officer  and  director  in  accordance  with  the  Company's
     Certificate of Incorporation and By-Laws.  The Company agrees  specifically
     that it shall maintain  provisions in its Certificate of Incorporation  and
     By-Laws  relating  to  exculpation  or   indemnification  of  officers  and
     directors thereof (unless  prohibited by law) such that the Executive shall
     continue to be entitled to such exculpation and  indemnification  as was in
     effect  immediately  prior to the date  hereof  under  the  Certificate  of
     Incorporation  and  By-Laws  of  the  Company  (or  any  equally  favorable
     arrangement)  to  the  fullest  extent  permitted  under  the  laws  of the
     applicable  jurisdiction of incorporation.  The Company also shall maintain
     directors and officers liability insurance coverage for the Executive.

     (i) Arbitration.  Any and all disputes or  controversies  arising out of or
     relating to this Agreement, other than claims brought pursuant to Section 9
     or 10,  shall  be  resolved  by  arbitration  at the  American  Arbitration
     Association  (the  "AAA")  at its New York City  offices  before a panel of
     three  arbitrators  under the then  existing  rules of the AAA. The parties
     agree  that in any such  arbitration,  the  arbitrators  shall not have the
     power to reform  or modify  this  Agreement  in any way and to that  extent
     their powers are so limited.  The determination of the arbitrators shall be
     final and binding on the  parties and  judgment on it may be entered in any
     court of competent  jurisdiction.  The  prevailing  party in arbitration in
     connection  with the  enforcement  of this  Agreement  shall be entitled to
     recover  from the  other  party  all  reasonable  out-of-pocket  costs  and
     disbursements  (including,  without limitation,  counsel fees and expenses)
     and any and all charges that may be made in the cost of the arbitration and
     the fees of the arbitrators or any other enforcement  thereof.  THE PARTIES
     HERETO  HEREBY  WAIVE A JURY TRIAL IN ANY  LITIGATION  WITH RESPECT TO THIS
     AGREEMENT.

     (j) Executive  Representation.  Executive hereby  represents to the Company
     that the  execution  and delivery of this  Agreement  by Executive  and the
     Company and the  performance by Executive of Executive's  duties  hereunder
     shall not constitute a breach of, or otherwise contravene, the terms of any
     employment  agreement or other  agreement or policy to which Executive is a
     party or otherwise bound.

                                       10
<PAGE>

     (k)  Cooperation.  Executive  shall provide his  reasonable  cooperation in
     connection  with any action or proceeding (or any appeal from any action or
     proceeding) which relates to events occurring during Executive's employment
     hereunder. This provision shall survive any termination of this Agreement.

     (l)  Withholding  Taxes.  The Company may withhold from any amounts payable
     under this Agreement such Federal, state and local taxes as may be required
     to be withheld pursuant to any applicable law or regulation.

     (m)  Counterparts.  This Agreement may be signed in  counterparts,  each of
     which  shall be an  original,  with the same  effect  as if the  signatures
     thereto and hereto were upon the same instrument.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first above written.


VOLUME SERVICES AMERICA
HOLDINGS, INC.

-------------------------------                    ----------------------------
By:                                                Lawrence E. Honig
Title:











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