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                                                                      EXHIBIT B5

                          CARROLS HOLDINGS CORPORATION

                             STOCK OPTION AGREEMENT
                           (NONQUALIFIED STOCK OPTION)

        THIS  AGREEMENT,  dated as of  ___________,  1997 is made by and between
Carrols Holdings  Corporation,  a Delaware  corporation  (hereinafter called the
"Company")  and Alan  Vituli,  an employee of Carrols  Corporation  (hereinafter
referred to as the  "Optionee").  All  capitalized  terms herein shall have such
meanings  as are  ascribed  to them in the Plan (as  defined  below) and in this
agreement (the "Agreement"), including those terms defined on Exhibit A hereto.

               1. Grant of Option.  The Company grants to the Optionee as of the
date hereof (the "Date of Grant") a nonqualified stock option (this "Option") to
purchase all or any part of the aggregate of 43,350 shares of common stock, $.01
par value per share, of Carrols Holdings Corporation ("Shares"),  subject to all
of the  terms  and  conditions  of  this  Agreement  and  the  Carrols  Holdings
Corporation  1996  Long-Term  Incentive  Plan, as amended from time to time (the
"Plan"). As of the date hereof, the Carrols Corporation 1996 Long-Term Incentive
Plan (the "Prior Plan") is terminated and the nonqualified  stock option granted
pursuant to the Prior Plan is surrendered.

               2.     Exercise Price and Period of Option.

               (a)  Subject  to the  terms and  conditions  of the Plan and this
Agreement,  this Option (a) became  exercisable on the Date of Grant with regard
to 15,300  Shares  and (b) shall  become  exercisable  (i) with  regard to 5,610
Shares,  on December 31, 1997; (ii) with regard to 5,610 Shares, on December 31,
1998;  (iii) with regard to 5,610  Shares,  on December 31, 1999;  and (iv) with
regard to 11,220 Shares, on December 31, 2000. This Option has an exercise price
of $101.7646 per share (the "Exercise Price").

               (b) Except as otherwise provided by the Committee,  if Optionee's
employment with the Company terminates:

                      (i) due to death, Permanent Disability, for Good Reason or
without Cause,  the portion of the Option which is not vested and exercisable on
the date on which  Optionee  ceases  to be an  employee  shall  vest and  become
immediately   exercisable  in  full  and  all  vested  and  exercisable  Options
(including  Options that become  vested and  exercisable  under this  paragraph)
shall  continue to be  exercisable  until the date of  expiration  of the Option
pursuant to Paragraph 3 of this Agreement;

                      (ii) without  Good Reason,  the portion of the Option that
is not  vested and  exercisable  on the date on which  Optionee  ceases to be an
employee shall terminate and any vested Options shall continue to be exercisable
until the date of  expiration  of the Option  pursuant  to  Paragraph  3 of this
Agreement; and




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                      (iii) for Cause,  the  portion  of the Option  that is not
vested and exercisable shall terminate and any vested Options shall be forfeited
on the date the Company  delivers  notice of termination of employment for Cause
to the Optionee.

               (c) In the event of a Change of  Control  during  the term of the
Optionee's  employment with Carrols Corporation,  the portion of the Option that
is not  vested  shall vest and  become  exercisable  in full on the date of such
Change of Control. As soon as practicable but in no event later than thirty (30)
days prior to the occurrence of a Change of Control,  the Committee shall notify
the Optionee of such Change of Control.  Upon a Change of Control that qualifies
as an Approved Sale (as defined in Paragraph 5) in which the outstanding  common
stock of the Company is converted or exchanged for or becomes a right to receive
any cash,  property or securities other than Illiquid  Consideration (as defined
in Paragraph 5), (i) the Option shall become  exercisable  solely for the amount
of such cash,  property or securities that the Optionee would have been entitled
to had the  Option  been  exercised  immediately  prior to such  event  (ii) the
Optionee  shall be given an  opportunity to either (A) exercise the Option prior
to the consummation of the Approved Sale and participate in such sale as holders
of Stock or (B) upon consummation of the Approved Sale,  receive in exchange for
such Option  consideration equal to the amount determined by multiplying (1) the
same amount of consideration per share of Stock received by the holders of Stock
in connection  with the Approved Sale less the exercise price per share of Stock
of such Option to acquire Stock by (2) the number of shares of Stock represented
by such Option;  and (iii) to the extent the Option is not exercised prior to or
simultaneous with such Approved Sale, the Option shall be canceled.

               (d) The Shares are subject to the Stockholders Agreement executed
in connection  with the Stock Purchase  Agreement  dated February 25, 1997 among
the Company,  Atlantic  Restaurants,  Inc.,  Bahrain  International Bank (E.C.),
Madison Dearborn Capital  Partners,  L.P., and Madison Dearborn Capital Partners
II, L.P. (the "Stockholders Agreement").

               3.  Expiration  of  Option.  Notwithstanding  anything  contained
herein to the  contrary,  this  Option  may not be  exercised  to any  extent by
Optionee after the tenth anniversary of the Date of Grant.

               4.     Manner of Exercise.

               (a) This Option shall be exercisable by delivery to the Secretary
of the Company of an executed  written Notice and Agreement in the form attached
hereto as Exhibit B, or in such other form as may be  required  by the  Company,
which shall set forth Optionee's election to exercise this Option, the number of
Shares being purchased and such other  representations and agreements  regarding
Optionee's investment intent and access to information as may be required by the
Company to comply with applicable securities laws.

               (b)  Such  Notice  and  Agreement  shall be  accompanied  by full
payment  of the  Exercise  Price  for the  Shares  being  purchased  (i) in cash
(including  check,  bank  draft or money  order);  (ii)  where  approved  by the
Committee in its sole discretion, by surrender of Shares of the Company owned by
the Optionee  having a Fair Market Value equal to the Exercise  Price;  (iii) by
delivery  of a  promissory  note  as  provided  under  the  Plan;  (iv)  by  any
combination  of the foregoing




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where  approved by the Committee in writing in its sole  discretion;  or (v) any
other method the  Committee may approve in its sole  discretion,  subject to the
terms and conditions of the Plan.

               (c) Prior to the  issuance  of the Shares  upon  exercise of this
Option,  Optionee  must pay or,  in a manner  acceptable  to the  Company,  make
adequate  provision to pay, any applicable  federal,  state or local withholding
obligations as determined by the Company.

               (d) Provided that the foregoing  Notice and Agreement and payment
are in form and substance  satisfactory to counsel for the Company,  the Company
shall issue the Shares registered in the name of the Optionee,  the Optionee and
the Optionee's spouse, or the Optionee's legal representative.

               (e) Any exercisable  portion of this Option or the entire Option,
if then wholly  exercisable,  may be  exercised  in whole or in part at any time
prior to the time when this Option  becomes  unexercisable  under  Paragraph  3;
provided, however, that any partial exercise shall be for whole Shares only.

               (f) This Option may not be exercised  unless such  exercise is in
compliance with the Securities Act of 1933, as amended, and all applicable state
securities laws, as they are in effect on the date of exercise.

               5.     Sale of the Company

               (a) If the Board and the holders of a majority  of the  Company's
Stock approve a Sale of the Company (the "Approved Sale"),  the holders of Stock
shall  consent  to and raise no  objections  against  the  Approved  Sale of the
Company,  and if the  Approved  Sale of the Company is  structured  as a sale of
capital stock, the holders of Stock shall agree to sell their shares of Stock on
the terms and conditions  approved by the Board and the holders of a majority of
the Company's Stock. The holders of Stock shall take all necessary and desirable
actions in connection with the consummation of the Approved Sale of the Company.
Notwithstanding  the  foregoing,  in the  event  that  the  consideration  to be
received  by the holders of Stock in  connection  with the  Approved  Sale shall
include  either (a) shares of common  stock of a class  which is not listed on a
national  securities  exchange or in the NASDAQ system and which is not entitled
to  registration  rights  for sale in a  registered  public  offering  under the
Securities  Act of 1933 or (b) shares of senior equity  securities  which do not
provide for a scheduled  redemption or a redemption at the option of the holders
thereof,  such  holders  shall not be  required  to sell  their  shares of Stock
pursuant to this Paragraph 5(a) (collectively, the "Illiquid Consideration").

               (b) The  obligations  of the holders of Stock with respect to the
Approved  Sale of the Company is subject to the  satisfaction  of the  condition
that,  upon the  consummation  of the Approved Sale, all of the holders of Stock
receive the same form and amount of consideration  per share of Stock, or if any
holders of Stock are given an option as to the form and amount of  consideration
to be received, all holders be given the same option.




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               (c) If the  Company or the  holders of the  Company's  securities
enter into any  negotiation  or  transaction  for which Rule 506 (or any similar
rule then in effect)  promulgated by the Securities  Exchange  Commission may be
available with respect to such  negotiation or transaction  (including a merger,
consolidation  or other  reorganization),  the  holders  of  Stock  shall at the
request of the Company,  appoint a "purchaser  representative"  (as such term is
defined in Rule 501)  reasonably  acceptable  to the  Company.  If any holder of
Stock appoints a purchaser representative designated by the Company, the Company
shall pay the fees of such purchaser  representative.  However, if any holder of
Stock  declines  to  appoint  the  purchaser  representative  designated  by the
Company, such holder shall appoint another purchaser representative  (reasonably
acceptable to the Company), and such holder shall be responsible for the fees of
the purchaser representative so appointed.

               (d)  Participants  and the other  holders of Stock (if any) shall
bear their pro-rata share (based upon the number of shares sold) of the costs of
any sale of Stock  pursuant  to an  Approved  Sale to the extent  such costs are
incurred for the benefit of all holders of Stock and are not  otherwise  paid by
the Company or the acquiring party. Costs incurred by Participants and the other
holders  of Stock on their  own  behalf  shall  not be  considered  costs of the
transaction hereunder.

               (e) The provisions of this  Paragraph 5 shall  terminate upon the
completion of a Qualified Public Offering.

               (f) For purposes of this Paragraph 5,  "Independent  Third Party"
shall mean any Person who,  immediately  prior to the contemplated  transaction,
does not own in excess of 5% of the Company's Stock on a fully-diluted  basis (a
"5% Owner");  who is not  controlling,  controlled  by or under control with any
such 5% Owner and who is not the spouse or descendent  (by birth or adoption) of
any such 5% Owner or a trust for the benefit of such 5% Owner  and/or such other
Persons;  "Person" shall mean an individual,  a  partnership,  a corporation,  a
limited liability  company,  an association,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization and a governmental entity or any
department, agency or political subdivision thereof; "Qualified Public Offering"
shall mean the sale in an  underwritten  public  offering  registered  under the
Securities Act of 1933 of Shares of the Company's  Stock  resulting in aggregate
gross  proceeds  to the Company of at least $50 million and a price per share of
not less than  $108.2353  (as such amount is equitably  adjusted for  subsequent
stock splits, stock dividends and recapitalizations);  and "Sale of the Company"
shall mean the sale of the Company to an  Independent  Third Party or affiliated
group of  Independent  Third  Parties  pursuant  to which  such party or parties
acquire (i) capital stock of the Company  possessing the voting power to elect a
majority of the Company's board of directors  (whether by merger,  consolidation
or sale or transfer of the Company's capital stock) or (ii) all or substantially
all the Company's assets determined on a consolidated basis.

               6.  Compliance  with  Laws  and  Regulations.  The  issuance  and
transfer  of Shares  shall be  subject  to  compliance  by the  Company  and the
Optionee with all applicable  requirements of federal and state  securities laws
and with all applicable requirements of any stock




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exchange  on  which  the  Company's  shares  may be  listed  at the time of such
issuance  or  transfer.  Optionee  understands  that  the  Company  is  under no
obligation  to register or qualify the Shares with the  Securities  and Exchange
Commission, any state securities commission or any stock exchange to effect such
compliance.

               7.   Nontransferability   of  Option.  This  Option  may  not  be
transferred  in any manner except (a) as determined by the Committee in its sole
discretion, or (b) pursuant to Paragraph 7(f) of the Plan.

               8. Rights as Stockholder.  The holder of the Option shall not be,
nor have any of the rights or privileges  of, a stockholder  of the Company with
respect to any shares purchasable upon the exercise of the Option or any portion
thereof, unless and until certificates  representing such Shares shall have been
issued by the Company to such holder.

               9.  Consequences.  Optionee shall be solely  responsible  for the
payment  of any taxes due in  connection  with the Plan and this  Option  grant;
provided,  however,  that the  Company may make such  provisions  as it may deem
appropriate for the withholding of any taxes which the Company  determines it is
required to withhold in  connection  with the  issuance,  exercise or vesting of
this Option.

               10.  Administration.  The  Committee  shall  have  the  power  to
interpret  the  Plan  and  this  Agreement  and to  adopt  such  rules  for  the
administration,  interpretation  and  application  of the Plan as are consistent
therewith  and to interpret or revoke any such rules.  All actions taken and all
interpretations  and  determinations  made by the  Committee  shall be final and
binding upon the  Optionee,  the Company and all other  interested  persons.  No
member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or the Option.

               11.  Notice.  Any  notice  to be given  under  the  terms of this
Agreement  to the  Company  shall be  addressed  to the  Company  in care of its
Secretary,  and any notice to be given to the Optionee shall be addressed to him
at the address given beneath his signature hereto. By a notice given pursuant to
this Paragraph 11, either party may hereafter  designate a different address for
notices  to be  delivered.  Any  notice  which  is  required  to be given to the
Optionee shall, if the Optionee is deceased, be given to the Optionee's personal
representative.  Any notice shall have been deemed duly given when enclosed in a
properly  sealed  envelope or wrapper  addressed as aforesaid,  deposited  (with
postage prepaid) in a post office or branch post office regularly  maintained by
the United States Postal Service.

               12.    Dividends.

               (a) In the  event  that the  Company  declares  a  dividend  with
respect to any Shares  subject to a vested  portion of the  Option,  the Company
shall  mail to  Optionee  a written  notice at least ten (10) days  prior to the
record date for such dividends.

               (b) On any  dividend  payment  date,  the  Exercise  Price of any
unvested  Options  shall be  reduced  by the  amount of any  dividends  that the
Optionee would have received had the



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Optionee  held the Shares  subject to the Option on the record date with respect
to such dividend, and in the event that the aggregate dividends declared on such
Shares exceeds the aggregate  Exercise  Price of the Option,  the amount of such
excess,  if  any,  shall  be  deposited  in an  interest  bearing  bank  account
established by the Committee in the name of the Optionee.  Any amount held in an
interest bearing bank account established under this Paragraph 12(b), or the pro
rata portion thereof in the event of a partial exercise of this Option, shall be
paid to the  Optionee  upon  exercise of all or, if  relevant,  a portion of the
Option.

               13.  Interpretation.  Any dispute regarding the interpretation of
this  Agreement  shall be submitted by the Optionee or the Company  forthwith to
the Committee,  which shall review such dispute at its next regular meeting. The
resolution  of such dispute by the  Committee  shall be final and binding on the
Company and on the Optionee.

               14.  Governing  Document.  This  Agreement  is in  every  respect
subject to the  provisions  of the Plan, as it may be amended from time to time.
The provisions of the Plan shall govern in the case of any inconsistency between
the Plan and this Agreement.



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               15. Entire Agreement.  The definitions attached hereto as Exhibit
A and the Plan and the Notice  and  Agreement  attached  hereto as Exhibit B are
incorporated herein by reference. This Agreement, including the definitions, the
Plan and the Notice and Agreement constitute the entire agreement of the parties
and supersede all prior  undertakings and agreements with respect to the subject
matter hereof.

                                       CARROLS HOLDINGS CORPORATION


                                       By:------------------------------

                                       Its:-----------------------------




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                                    Exhibit B
                         to Carrols Holdings Corporation
                             Stock Option Agreement
                                 of Alan Vituli

ACCEPTANCE

               Optionee  hereby  acknowledges  receipt  of a copy  of the  Plan,
represents  that  Optionee  has read and  understands  the terms and  provisions
thereof,  and accepts this Option subject to all the terms and provisions of the
Plan and this  Agreement.  Optionee  acknowledges  that there may be various tax
consequences  upon exercise of this Option or disposition of the Shares and that
Optionee should consult a tax adviser prior to such exercise or disposition.
  
                                         By:----------------------------------
                                         Alan Vituli
                                         Old Road, Windham, N.Y. 12496

                                         -------------------------------------
                                         Taxpayer Identification Number




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                                    Exhibit A
                         to Carrols Holdings Corporation
                             Stock Option Agreement
                                 of Alan Vituli

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

        "Cause"  means,  except as may otherwise be provided in a  Participant's
        employment  agreement  (if  any)  or in the  Award  Agreement,  (i)  the
        commission  by  the  Participant  of a  felony;  (ii)  the  unauthorized
        disclosure of confidential proprietary information of the Company or any
        Subsidiary which disclosure the Participant  knows or reasonably  should
        have known would be  reasonably  likely to result in material  damage to
        the Company or  Subsidiary;  (iii) the breach by the  Participant of any
        material provision of the Participant's  employment  agreement (if any),
        which breach, if curable,  is not remedied within thirty (30) days after
        the Participant's  receipt of written notice thereof provided,  however,
        that the  Company  need not  permit the  Participant  to cure any breach
        which  has  been  the  subject  of a  prior  written  notice;  (iv)  the
        engagement in material  self dealing in breach of fiduciary  duties with
        respect to the assets or properties of the Company or Subsidiary  unless
        disclosed to and approved by the  disinterested  members of the Board of
        Directors;  (v)  an act of  gross  misconduct  in  connection  with  the
        Participant's  duties under his  employment  agreement (if any); or (vi)
        chronic  alcohol  or  drug  abuse  rendering  Participant  incapable  of
        carrying  out his duties as  determined  in good faith by the  Committee
        continuing  after the  Participant is given a reasonable  opportunity to
        obtain medical or other appropriate treatment or rehabilitation.

        "Good  Reason"  means  (i) the  material  failure  of the  Company  or a
        Subsidiary to comply with the provisions of the Participant's employment
        agreement,  if any,  which  failure  shall not cease  promptly and in no
        event more than thirty (30) days after  receipt by the Company or, where
        appropriate,  a  Subsidiary  of  written  notice  from  the  Participant
        objecting  to such  conduct;  (ii) any  termination  by the  Company  or
        Subsidiary  of the  Participant's  employment  other  than as  expressly
        permitted in the Participant's  employment  agreement,  if any; or (iii)
        the assignment to Participant of duties and responsibilities  materially
        inconsistent with those duties and responsibilities customarily assigned
        to individuals holding positions similar to that of the Participant at a
        company  of  comparable  size  to  the  Company  or  Subsidiary  or  the
        substantial  reduction  by the Company or  Subsidiary  of  Participant's
        duties and responsibilities and, if curable, not remedied by the Company
        or Subsidiary within 30 days after receipt of written notice.

        "Permanent  Disability"  means the  inability  of a  Participant  due to
        physical  or mental  disability  to perform  all of his duties  with the
        Company or Subsidiary pursuant to his employment agreement,  if any, for
        a period of six (6) successive months, or an aggregate of six (6) months
        in any twelve (12) month period, as determined by the Committee upon the
        basis of such evidence, including but not limited to independent medical
        reports and data, as the Committee deems appropriate or necessary.

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