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                                                                    EXHIBIT 10.4
                      CARLSON RESTAURANTS WORLDWIDE INC.
                               STOCK OPTION PLAN


1.       PURPOSE OF PLAN.

         Under this Stock Option Plan (the "Plan"), the Company may grant
Options to Employees and Directors to purchase shares of the Company's Common
Stock. The Plan is designed to enable the Company and its subsidiaries to
attract, retain and motivate Participants by providing them the opportunity to
acquire equity ownership in the Company. The Plan provides for Options which
qualify as Incentive Stock Options under Code Section 422, as well as
Non-Qualified Stock Options which do not so qualify.

2.       DEFINITIONS.

         The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

         2.1      "AFFILIATE" means any of the following:

                  (a)      Carlson Companies, Inc.

                  (b)      Carlson Holdings, Inc.

                  (c)      Any entity that is directly or indirectly controlled
                           by the Company, Carlson Companies, Inc., or Carlson
                           Holdings, Inc.

                  (d)      Any entity in which the Company, Carlson Companies,
                           Inc., or Carlson Holdings, Inc. has a significant
                           equity interest.

                  (e)      Any lineal descendant of Curtis L. Carlson or any
                           trust solely for the benefit of one or more of such
                           lineal descendants or any other entity beneficially
                           owned by such lineal descendants.

         2.2      "BOARD" means the Board of Directors of the Company.

         2.3      "BROKER EXERCISE NOTICE" means a written notice pursuant to
which a Participant, upon exercise of an Option, irrevocably instructs a
broker or dealer to sell a sufficient number of shares or loan a sufficient
amount of money to pay all or a portion of the exercise price of the Option
and/or any related withholding tax obligations and remit such sums to the
Company and directs the Company to deliver stock certificates to be issued
upon such exercise directly to such broker or dealer.

         2.4      "CHANGE IN CONTROL" means an event described in Section 8.1.

         2.5      "CODE" means the Internal Revenue Code of 1986, as amended.

         2.6      "COMMITTEE" means any group appointed under Section 3 to
administer the Plan.

         2.7      "COMMON STOCK" means the Class A common stock of the Company.

         2.8      "COMPANY" means Carlson Restaurants Worldwide Inc., a Delaware
corporation.

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         2.9      "DIRECTOR" means each director of the Company who is not an
Employee.

         2.10     "DISABILITY" means any disability that entitles the
Participant to receive disability income benefits pursuant to the long-term
disability plan of the Company or any Affiliate then covering the Participant
or, if no such plan exists or is applicable to the Participant, the permanent
and total disability of the Participant within the meaning of Code Section
22(e)(3).

         2.11     "EMPLOYEE" means an employee of the Company or any Affiliate.

         2.12     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         2.13     "EXPIRATION DATE" means the date an option is scheduled to
expire and no longer be exercisable. The Expiration Date of an Option will in
no case be later than 10 years after the date the Option was granted.

         2.14     "FAIR MARKET VALUE" of a share of Common Stock as of a
particular day means:

                  (a)    If the Common Stock is then Publicly Traded: The
                         closing price of such stock as of the day in
                         question (or, if such day is not a trading day in
                         the principal securities market or markets for such
                         stock, on the nearest preceding trading day), as
                         reported with respect to the market (or the
                         composite of markets, if more than one) in which
                         such stock is then traded, or, if no such closing
                         prices are reported, on the basis of the mean
                         between the high bid and low asked prices that day
                         on the principal market or quotation system on
                         which such stock is then quoted, or, if not so
                         quoted, as furnished by a professional securities
                         dealer making a market in such stock selected by
                         the Board or Committee.

                  (b)    If the Common Stock is then not Publicly Traded: The
                         price at which one could reasonably expect such
                         stock to be sold in an arm's length transaction,
                         for cash, other than on an installment basis, to a
                         person not employed by, controlled by, in control
                         of or under common control with the Company. Such
                         Fair Market Value shall be determined for this
                         purpose by the Board or Committee, or by an
                         independent appraiser selected by the Board or
                         Committee. The determination of Fair Market Value
                         by the Board, Committee, or appraiser shall be
                         conclusive and binding notwithstanding the
                         possibility that other persons might make a
                         different determination.

         2.15     "FUNDAMENTAL CHANGE" means a dissolution or liquidation of
the Company, a sale of substantially all of the assets of the Company, a
merger or consolidation of the Company with or into any other corporation,
regardless of whether the Company is the surviving corporation, or a
statutory share exchange involving capital stock of the Company.

         2.16     "INCENTIVE STOCK OPTION" means a right to purchase Common
Stock that qualifies as an "incentive stock option" within the meaning of
Code Section 422.

         2.17     "NON-EMPLOYEE DIRECTOR" means a member of the Board who is
considered (i) a non-employee director within the meaning of Exchange Act
Rule 16b-3 and (ii) an outside director within the meaning of Code
Section 162(m).

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         2.18     "NON-QUALIFIED STOCK OPTION" means a right to purchase
Common Stock that does not qualify as an Incentive Stock Option.

         2.19     "OPTION" means an Incentive Stock Option or a Non-Qualified
Stock Option.

         2.20     "OPTION AGREEMENT" means a written agreement through which
the Company agrees to grant an Option to a Participant and specifies the
terms of that Option. An Option Agreement may take the form of a letter or
notice to the Participant, or a contract to be signed by the Participant.

         2.21     "PARTICIPANT" means an Employee or Director who receives
one or more Options under the Plan.

         2.22     "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock
that are already owned by the Participant.

         2.23     "PUBLICLY TRADED" means the Common Stock is listed or
admitted to unlisted trading privileges on a national securities exchange or
on the NASDAQ National Market or if sales or bid and offer quotations are
reported in the automated quotation system ("NASDAQ") operated by the
National Association of Securities Dealers, Inc.

         2.24     "RETIREMENT" of a Participant means the Participant's
Termination of Service under either of the following circumstances:

                  (a)    The Termination of Service occurs on or after the date
                         the Participant attained age 55, and the sum of his
                         attained age on his last birthday and his full
                         years of service is 75 or more. "Service" for this
                         purpose means aggregate service as an employee
                         and/or director of the Company or any Affiliate.

                  (b)    The Termination of Service occurs on or after the date
                         the Participant attained age 62, regardless of his
                         length of service.

         2.25     "SECURITIES ACT" means the Securities Act of 1933, as amended.

         2.26     "TERMINATION OF SERVICE" means that a Participant has
ceased to be an Employee or Director. Termination of Service does not include
transfer among the Company and one or more Affiliates.

3.       PLAN ADMINISTRATION.

         The Plan shall be administered by the Board or by a Committee appointed
by the Board. If the Company has a class of equity securities registered under
Section 12 of the Exchange Act, any such Committee shall consist solely of not
less than two members of the Board who are Non-Employee Directors. The Board or
any such Committee shall have the following authority, subject to the terms of
the Plan:

                  (a)    To determine which Employees and Directors will be
                         designated as Participants and granted Options.

                  (b)    To determine the terms of each Option including the
                         number of shares of Common Stock subject to the
                         Option, the exercise price, the terms under which
                         the Option will vest or become exercisable, the
                         expiration date of the Option, and the period of
                         time (if any) following Termination of Service that
                         the option may be exercised.

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                  (c)    To determine whether the Option will be granted as an
                         Incentive Stock Option or as a Non-Qualified Stock
                         Option, recognizing that certain individuals, such
                         as non-Employee Directors, are not eligible to
                         receive Incentive Stock Options.

                  (d)    To modify the terms of any outstanding Option in any
                         manner; provided, however, that the modified terms
                         are permitted by the Plan as then in effect and
                         that any Participant adversely affected by the
                         modified terms has consented to such modification.

                  (e)    To exercise any other authority delegated to the Board
                         or Committee by the Plan, and to do whatever is
                         necessary to properly administer the Plan. The
                         Board or Committee may assign non-discretionary
                         responsibilities with regard to the Plan to
                         employees of the Company or an Affiliate.

                  (f)    To delegate to persons who are not Non-Employee
                         Directors all or any part of its authority under
                         the Plan with regard to granting and administering
                         Options for persons who are not then subject to the
                         reporting requirements of Section 16 of the
                         Exchange Act. (However, options so granted
                         generally will not qualify as "performance based
                         compensation" for purposes of Code Section 162(m).)

4.       SHARES AVAILABLE FOR ISSUANCE.

         4.1      MAXIMUM NUMBER OF SHARES AVAILABLE. Subject to adjustment
as provided in Section 4.3, the maximum number of shares of Common Stock that
will be available for issuance under the Plan will be _______________ shares.

         4.2      ACCOUNTING FOR OPTIONS. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Options will be
applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan. Any shares of Common Stock that are
subject to an Option that lapses, expires, is forfeited or for any reason is
terminated unexercised or unvested will automatically again become available
for issuance under the Plan. However, shares withheld for the purpose of
paying applicable withholding taxes will not again become available for
issuance under the Plan.

         4.3      ADJUSTMENTS TO SHARES AND OPTIONS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Board
or Committee (or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) will make
appropriate adjustment (which determination will be conclusive) as to the
number and kind of securities available for issuance under the Plan and, in
order to prevent dilution or enlargement of the rights of the Participants,
the number, kind and, where applicable, exercise price of securities subject
to outstanding Options.

5.       PARTICIPATION.

         The Board or Committee may designate any Employee or Director as a
Participant.

6.       OPTIONS.

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         6.1      GRANTS. An Employee or Director may be granted one or more
Options under the Plan, and such Options will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Board or Committee in its sole discretion. The Board or
Committee may designate whether an Option is an Incentive Stock Option or a
Non-Qualified Stock Option, recognizing that certain individuals such as
outside directors are not eligible to receive Incentive Stock Options. The
aggregate number of shares on which Options may be granted to any one
Employee during the duration of the Plan may not exceed 15% of the total
shares of Common Stock available for issuance under the Plan. If an Option
granted to an Employee is canceled, said Option will nevertheless be included
in applying said 15% limit. If an outstanding Option is amended to reduce the
exercise price, and the amendment is not made pursuant to Section 4.3, the
transaction shall be treated as a cancellation of the original Option and the
grant of a new Option, and both the original Option and the new Option will
be included in applying the 15% limit.

         6.2      EXERCISE PRICE. The per share price to be paid by a
Participant upon exercise of an Option will be determined by the Board or
Committee in its discretion at the time of the Option grant and may be
greater or less than the Fair Market Value at the time of grant. However, the
exercise price per share for any Incentive Stock Option shall not be less
than 100% of the Fair Market Value of one share of Common Stock on the date
of grant.

         6.3      EXERCISABILITY AND DURATION. An Option will become
exercisable at such times and in such installments as may be determined by
the Board or Committee in its sole discretion at the time of grant; provided,
however, that no Option may be exercisable after 10 years from its date of
grant. The terms of each Option will be set forth in a written Option
Agreement. Each Option Agreement will specify the length of time (if any) the
Option will remain in effect after a Participant's Termination of Service.
However, in no event will an Option remain exercisable after its Expiration
Date. The Option Agreement may specify different terms depending on the
reason for the Termination of Service (E.G., retirement, Disability, death,
voluntary termination, involuntary termination, etc.).

         6.4      PAYMENT OF EXERCISE PRICE. The total purchase price of the
shares to be purchased upon exercise of an Option will be paid entirely in
cash (including check, bank draft or money order); provided, however, that
the Board or Committee, in its sole discretion and upon terms and conditions
established by the Board or Committee, may allow such payments to be made, in
whole or in part, by tender of a Broker Exercise Notice, Previously Acquired
Shares, Attestation, or by a combination of such methods. "Attestation" means
delivery by a Participant to the Company of a written affidavit of ownership
of Previously Acquired Shares having a fair market value equal to the
exercise price of the Option in lieu of actual delivery of such Previously
Acquired Shares. Upon receipt of such attestation of Previously Acquired
Shares, the Company shall deliver to the Participant a stock certificate for
the number of Option shares so exercised, minus the number of Previously
Acquired Shares attested to in the written affidavit, and minus any shares
required to cover tax withholding obligations.

         6.5      MANNER OF EXERCISE. An Option may be exercised by a
Participant in whole or in part from time to time, subject to the conditions
contained in the Plan and Option Agreement, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Secretary) at its principal executive
office and by paying in full the total exercise price for the shares of
Common Stock to be purchased in accordance with Section 6.4.

         6.6      DEFERRAL OF GAIN UPON EXERCISE. The Board or Committee, in
its discretion, may permit a Participant to elect that the gains realized
upon exercise of a Non-Qualified Stock Option will be deferred until after
the exercise date. The terms of any such deferral opportunity will be
specified in the Option Agreement.

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7.       PAYMENT OF WITHHOLDING TAXES.

         The Company is entitled to (a) withhold and deduct from future wages of
the Participant (or from other amounts that may be due and owing to the
Participant from the Company or an Affiliate), or make other arrangements for
the collection of, all legally required amounts necessary to satisfy any and all
federal, state and local withholding and employment-related tax requirements
attributable to an Option, or (b) require the Participant promptly to remit the
amount of such withholding to the Company before taking any action, including
issuing any shares of Common Stock, with respect to an Option. The Board or
Committee may, in its sole discretion and upon terms and conditions established
by the Board or Committee, permit or require a Participant to satisfy, in whole
or in part, any withholding or employment-related tax obligation by means of a
Broker Exercise Notice, or by reducing the number of shares delivered to the
Participant, or by a combination of such methods.

8.       CHANGE IN CONTROL.

         8.1      CHANGE IN CONTROL. For purposes of the Plan, a "Change in
Control" of the Company will mean the following:

                  (a)    the sale, lease, exchange or other transfer, directly
                         or indirectly, of substantially all of the assets
                         of the Company (in one transaction or in a series
                         of related transactions) to a person or entity that
                         is not controlled by the Company or its Affiliates;

                  (b)    the approval by the shareholders of the Company of any
                         plan or proposal for the liquidation or dissolution
                         of the Company;

                  (c)    a merger or consolidation to which the Company is a
                         party if the shareholders of the Company
                         immediately prior to effective date of such merger
                         or consolidation have "beneficial ownership" (as
                         defined in Rule 13d-3 under the Exchange Act),
                         immediately following the effective date of such
                         merger or consolidation, of securities of the
                         surviving corporation representing 50% or less of
                         the combined voting power of the surviving
                         corporation's then outstanding securities
                         ordinarily having the right to vote at elections of
                         directors; or

                  (d)    any person, entity or group which is not an Affiliate
                         becomes after the effective date of the Plan the
                         "beneficial owner" (as defined in Rule 13d-3 under
                         the Exchange Act), directly or indirectly, of 50%
                         or more of the combined voting power of the
                         Company's outstanding securities ordinarily having
                         the right to vote at elections of directors.

         The Board or Committee may, in its sole discretion, provide in an
Option Agreement or at any time after the grant of an Option that in the event
of a Change in Control, the Option will be modified through one or a combination
of the methods described in Sections 8.2, 8.3 and 8.4.

         8.2      SUBSTITUTION OF SUCCESSOR STOCK. The Board or Committee
may, in its sole discretion, provide in an Option Agreement or at any time
after the grant of an Option, that if there is a Change in Control of the
Company while the Option remains outstanding, the Option will be adjusted as
provided in Section 4.3 of the Plan. Such adjustment may involve adjusting
the number of shares, or substituting shares of a successor corporation for
the shares of Company Stock on which the Option was originally granted. If
such adjustment

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is made, the Option will remain subject to its original terms regarding
vesting and exercisability, unless otherwise provided by the Board or
Committee in its sole discretion.

         8.3      ACCELERATION OF VESTING. The Board or Committee may, in its
sole discretion, provide in an Option Agreement or at any time after the
grant of an Option, that if there is a Change in Control of the Company while
the Option remains outstanding, the Option will become immediately
exercisable in full and will remain exercisable for the remainder of its term
or for a shorter period designated by the Board or Committee, regardless of
whether the Participant to whom such Option was granted remains in the employ
or service of the Company or any Affiliate after the Change in Control.

         8.4      CASH PAYMENT FOR OPTIONS. The Board or Committee may, in
its sole discretion, provide in an Option Agreement or at any time after the
grant of an Option, that if there is a Change in Control of the Company while
the Option remains outstanding, the Participant holding that Option will
receive, with respect to the shares of Common Stock subject to such Option,
as of the effective date of the Change in Control, cash in an amount equal to
the excess of the Fair Market Value of such shares immediately prior to the
effective date of such Change in Control over the exercise price per share of
such Option, whereupon such Option will be canceled.

9.       RIGHTS OF RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.

         9.1      EMPLOYMENT. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Affiliate to terminate the
employment of any Employee at any time, nor confer upon any Employee any
right to continue in the employ of the Company or any Affiliate.

         9.2      RIGHTS AS A SHAREHOLDER. As a holder of Options a
Participant will have no rights as a shareholder unless and until such
Options are exercised and the Participant becomes the holder of record of
such shares. No adjustment will be made for dividends or distributions with
respect to such Options as to which there is a record date preceding the date
the Participant becomes the holder of record of such shares, except as the
Board or Committee may determine in its discretion.

         9.3      RESTRICTIONS ON TRANSFER. Any Option granted under this
Plan shall by its terms be nontransferable by the optionee other than by will
or the laws of descent and distribution and shall be exercisable during the
optionee's lifetime only by the optionee or by the optionee's guardian or
legal representative, except that an Option which is not intended to be an
Incentive Stock Option may, if the Option Agreement so provides, also be
transferable to members of the optionee's Immediate Family, to a partnership
whose members are only the optionee and/or members of the optionee's
Immediate Family, or to a trust for the benefit of only the optionee and/or
members of the optionee's Immediate Family. "Immediate Family" for purposes
of this section includes only the optionee's spouse, parents, children, and
other direct descendants of the optionee and his or her spouse (including
children and other descendants by adoption).

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10.      SECURITIES LAW AND OTHER RESTRICTIONS.

         Notwithstanding any other provision of the Plan or any Option
Agreement, the Company will not be required to issue any shares of Common Stock
under this Plan, and a Participant may not sell, assign, transfer or otherwise
dispose of shares of Common Stock issued pursuant to Options granted under the
Plan, unless (a) there is in effect with respect to such shares a registration
statement under the Securities Act and any applicable state securities laws or
an exemption from such registration under the Securities Act and applicable
state securities laws, and (b) there has been obtained any other consent,
approval or permit from any other regulatory body which the Board or Committee,
in its sole discretion, deems necessary or advisable. The Company may condition
such issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary or
advisable by the Company in order to comply with such securities law or other
restrictions.

11.      PLAN AMENDMENT, MODIFICATION AND TERMINATION

         The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Options under the Plan will conform to any
change in applicable laws or regulations or in any other respect the Board may
deem to be in the best interests of the Company. No termination, suspension or
amendment of the Plan may adversely affect any outstanding Option without the
consent of the affected Participant; provided, however, that this sentence will
not impair the right of the Committee to take whatever action it deems
appropriate under Sections 4.3, 8 and 13.4 of the Plan.

12.      EFFECTIVE DATE AND DURATION OF THE PLAN

         The Plan is effective as of _______________. The Plan will terminate
ten years after said effective date, and may be terminated prior to such time to
by Board action, and no Option will be granted after such termination. Options
outstanding upon termination of the Plan may be exercised in accordance with
their terms.

13.      MISCELLANEOUS

         13.1     GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Delaware.

         13.2     SUCCESSORS AND ASSIGNS. The Plan will be binding upon and
inure to the benefit of the successors and permitted assigns of the Company.

         13.3     BREACH OF CONFIDENTIALITY OR NONCOMPETE AGREEMENTS.
Notwithstanding anything in the Plan to the contrary, in the event that a
Participant materially breaches the terms of any confidentiality or noncompete
agreement entered into with the Company or any Affiliate, whether such breach
occurs before or after termination of such Participant's employment with the
Company or any Affiliate, the Board or Committee in its sole discretion may
immediately terminate all rights of the Participant under the Plan and any
Option Agreements without notice of any kind.

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