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                                                                   Exhibit 10.19

                            UNITED RESTAURANTS, INC.

                             1996 STOCK OPTION PLAN

        1.     Purpose.

               This 1996 Stock Option Plan (the "Plan") provides for the grant
of non-qualified stock options by United Restaurants, Inc. (the "Company"). The
purpose of the Plan is to enable the Company to attract and retain the services
of selected employees, officers, directors and other key contributors (including
consultants and nonemployee agents) of the Company or any subsidiary of the
Company in order to promote the success of the Company. Pursuant to the Plan,
such persons will be given the opportunity to acquire common stock of the
Company through the grant of non-qualified stock options. Non-qualified stock
options are those which do not qualify for preferential tax treatment afforded
incentive stock options under Section 422A of the Internal Revenue Code of 1986,
as amended (the "Code"). For purposes of this Plan, the term "Company" shall be
deemed to include subsidiaries.

        2.     Shares Subject to the Plan.

               Subject to adjustment as provided below, there will be reserved
for issuance upon the exercise of options under the Plan an aggregate of 626,250
shares of Common Stock. Such shares may be, in whole or in part, authorized but
unissued shares of Common Stock or issued shares of Common Stock which shall
have been reacquired by the Company. If an option granted under the Plan
expires, terminates or is cancelled, the unissued shares subject to such option
shall again be available under the Plan.

        3.     Effective Date and Duration of Plan.

               3.1  Effective Date.  The Plan shall be effective as of
December 1, 1996.

               3.2  Duration. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed; provided, however, the Board of Directors may suspend
or terminate the Plan at any time except with respect to options then
outstanding under the Plan. Termination shall not affect any outstanding option.

        4.     Administration.

               4.1  Board of Directors. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate from time
to time (a) the purchase price of the shares covered by each option, (b) whether
any payment will be required upon grant of the option, (c) the individuals to
whom, and the time or times at which, options shall be granted, (d) the number
of shares to be subject to each option, (e) when an option can be exercised and
whether in whole or in installments, (f) whether the options are immediately
transferable, (g) whether the exercisability of the options is subject to a risk
of forfeiture or

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other conditions and (h) whether the stock issued upon exercise of an option is
subject to repurchase by the Company, and the terms of such repurchase. Subject
to the provisions of the Plan, the Board of Directors may from time to time
adopt and amend rules and regulations relating to administration of the Plan,
advance the lapse of any waiting period, accelerate any exercise date, waive or
modify any restriction applicable to shares (except those restrictions imposed
by law) and make all other determinations in the judgment of the Board of
Directors necessary or desirable for the administration of the Plan. The
interpretation and construction of the provisions of the Plan and related
agreements by the Board of Directors shall be final and conclusive. The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any related agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect, and it shall be
the sole and final judge of such expediency.

               4.2  Committee. The Board of Directors may delegate to a 
committee of the Board of Directors or specified officers of the Company, or
both (the "Committee"), any or all authority for administration of the Plan. If
authority is delegated to a Committee, all references to the Board of Directors
in the Plan shall mean and relate to the Committee except (i) as otherwise
provided by the Board of Directors and (ii) that only the Board of Directors may
amend or terminate the Plan as provided in paragraphs 3 and 9.

        5.     Eligibility.

               The Board of Directors may, from time to time, grant options
under the Plan to the Company's employees, officers and directors as well as to
consultants of the Company and other non-employees who the Board of Directors
believes have made or will make a valuable contribution to the Company.

        6.     Option Grants.

               6.1  Option Price. With respect to each option grant, the Board 
of Directors shall determine the option price (which shall not be less than 85%
of the last price at which shares of the Company's Common Stock were sold as
reported by NASDAQ on the day prior to the date of grant, or, if no last sales
price is available, such other price as the Board determine is at least 85% of
the fair market value of the stock on the date of grant).

               6.2. Exercise of Options. Except as provided in paragraph 6.4 or
as otherwise determined by the Board of Directors, no option granted under the
Plan may be exercised unless, at the time of such exercise, the optionee is
employed by or is in the service of the Company and shall have been so employed
or provided such service continuously since the date such option was granted.
Absence on leave or on account of illness or disability under rules established
by the Board of Directors shall not, however, be deemed an interruption of
employment or service for this purpose. Unless

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otherwise determined by the Board of Directors, vesting of options shall not
continue during an absence on leave (including an extended illness) or on
account of disability. Except as provided in paragraphs 6.4 and 7, options
granted under the Plan may be exercised from time to time over the period stated
in each option in such amounts and at such times as shall be prescribed by the
Board of Directors, provided that options shall not be exercised for fractional
shares. Unless otherwise determined by the Board of Directors, if the optionee
does not exercise an option in any one year with respect to the full number of
shares to which the optionee is entitled in that year, the optionee's rights
shall be cumulative and the optionee may purchase those shares in any subsequent
year during the term of the option.

               6.3  Nontransferability. Unless otherwise determined by the Board
of Directors, each option granted under the Plan by its terms shall be
nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee's domicile at the time of death, and each
option by its terms shall be exercisable during the optionee's lifetime only by
the optionee.

               6.4  Termination of Employment or Service.

                    (a)  General Rule.  Unless otherwise determined by the Board
of Directors, in the event the employment or service of the optionee with the
Company terminates for any reason other than because of physical disability or
death as provided below, the option may be exercised at any time prior to the
expiration date of the option or the expiration of 30 days after the date of
such termination, whichever is the shorter period, but only if and to the extent
the optionee was entitled to exercise the option at the date of such
termination; provided, however, in connection with the termination of any
employee or other person rendering services to the Company, the Board of
Directors may determine, in its sole discretion, to allow the exercisability of
the option to continue until the original expiration date of the option.

                    (b)  Termination Because of Physical Disability. Unless 
otherwise determined by the Board of Directors, in the event of the termination
of employment or service because of physical disability (as that term is defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), the
option may be exercised at any time prior to the expiration date of the option
or the expiration of 12 months after the date of such termination, whichever is
the shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination.

                    (c)  Termination Because of Death.  Unless otherwise
determined by the Board of Directors, in the event of the death of an optionee
while employed by or providing service to the Company, the option may be
exercised at any time prior to the expiration date of the option or the
expiration of 12 months after the date of

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such death, whichever is the shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the date of such termination and
only by the person or persons to whom such optionee's rights under the option
shall pass by the optionee's will or by the laws of descent and distribution of
the state or country of domicile at the time of death.

                    (d)  Amendment of Exercise Period Applicable to Termination.
The Board of Directors, at the time of grant or at any time thereafter, may but
shall have no obligation to extend the aforesaid 30-day and 12-month exercise
periods to any length of time not later than the original expiration date of the
option, and may increase the portion of an option that is exercisable, subject
to such terms and conditions as the Board of Directors may determine.

                    (e)  Failure To Exercise Option. To the extent that the
option of any deceased optionee or of any optionee whose employment or service
terminates is not exercised within the applicable period, all further rights to
purchase shares pursuant to such option shall cease and terminate.

               6.5  Purchase of Shares. Unless the Board of Directors determines
otherwise, shares may be acquired pursuant to an option granted under the Plan
only upon receipt by the Company of notice in writing from the optionee of the
optionee's intention to exercise, specifying the number of shares as to which
the optionee desires to exercise the option and the date on which the optionee
desires to complete the transaction (which date shall not be later than ten (10)
business days after the date of exercise), and, if required in order to comply
with the Securities Act of 1933, as amended, containing a representation that it
is the optionee's present intention to acquire the shares for investment and not
with a view to distribution, and any other information the Board of Directors
may request. Unless the Board of Directors determines otherwise, on or before
the date specified for completion of the purchase of shares pursuant to an
option, the optionee must have paid the Company the full purchase price of such
shares in cash (including, with the consent of the Board of Directors, cash that
may be the proceeds of a loan from the Company). No shares shall be issued until
full payment therefor has been made. Each optionee who has exercised an option
shall immediately upon notification of the amount due, if any, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or becomes
required beyond any amount deposited before delivery of the certificates, the
optionee shall pay such amount to the Company on demand. If the optionee fails
to pay the amount demanded, the Company may withhold that amount from other
amounts payable by the Company to the optionee, including salary, subject to
applicable law.


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        7.     Changes in Capital Structure.

               If the outstanding Common Stock of the Company is hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of any recapitalization, reclassification, stock split, combination of
shares or dividend payable in shares, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for awards
under the Plan. In addition, the Board of Directors shall make appropriate
adjustment in the number and kind of shares as to which outstanding options, or
portions thereof then unexercised, shall be exercisable, so that the optionee's
proportionate interest before and after the occurrence of the event is
maintained. Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive.

        8.     Effect of Liquidation or Reorganization.

               8.1  Cash Stock or Other Property for Stock. Except as provided 
in paragraph 8.2, upon a merger, consolidation, acquisition of property or
stock, reorganization or liquidation of the Company, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock, any option granted
hereunder shall terminate, but the optionee shall have the right during a 30-day
period immediately prior to any such merger, consolidation, acquisition of
property or stock, reorganization or liquidation to exercise his or her option
in whole or in part whether or not the vesting requirements applicable to the
option have been satisfied.

               8.2  Conversion of Options on Stock for Stock Exchange. If the
stockholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger, consolidation, acquisition of property or stock,
separation or reorganization, all options granted hereunder shall be converted
into options to purchase shares of Exchange Stock unless the Board of Directors,
in its sole discretion, determines that any or all of such options granted
hereunder shall not be converted into options to purchase shares of Exchange
Stock but instead shall terminate in accordance with the provisions of paragraph
8.1. The amount and price of converted options shall be determined by adjusting
the amount and price of the options granted hereunder in the same proportion as
used for determining the number of shares of Exchange Stock the holders of the
Common Stock receive in such merger, consolidation, acquisition of property or
stock, separation or reorganization.

        9.     Corporate Mergers, Acquisitions, Etc.

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               The Board of Directors may also grant options under the Plan
having terms, conditions and provisions that vary from those specified in this
Plan, provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing options issued by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a subsidiary is a party.

        10.    Change of Control.

               Notwithstanding the provisions of any option which provide for
its exercise in installments as designated by the Board, all options shall
become immediately exercisable in the event of a "change in control" or
"threatened change in control" of the Company. The term "change in control"
shall refer to the acquisition, in any single transaction or series of related
transactions, of 25% or more of the voting securities of the Company by any
person or by persons acting as a group within the meaning of Section 13(d) of
the Securities Exchange Act of 1934; provided, however, that for purposes of the
Plan no change in control or threatened change in control shall be deemed to
have occurred if prior to the acquisition of, or offer to acquire, 25% or more
of the voting securities of the Company, the full Board shall have adopted, by
not less than a two-thirds vote, a resolution specifically approving such
acquisition or offer. Whether a "threatened change in control" has occurred
shall be determined by the Board in its sole discretion. The term "person" shall
include any individual, corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, or unincorporated organization.

        11.    Amendment of Plan.

               The Board of Directors may at any time, and from time to time,
modify or amend the Plan in such respects as it shall deem advisable because of
changes in the law while the Plan is in effect or for any other reason. Except
as provided in paragraphs 6.4, 7 and 8, however, no change in an award already
granted shall be made without the written consent of the holder of such award.

        12.    Government and Other Regulations.

               The obligation of the Company to sell and deliver shares under
the options granted under the Plan shall be subject to (i) all applicable laws,
rules and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of a registration
statement under the Securities Act of 1933, and (ii) the requirements of any
stock exchange upon which the Common Stock may then be listed. At the time of
the grant or exercise of any option, the Company may, if it is deemed necessary
or desirable for any reason connected with any law or regulation of any
governmental authority relating to the

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regulation of securities, require the holder to make such representations
regarding his acquisition of the Common Stock or agree to comply with such
restrictions on the transfer of the Common Stock as the Board may specify. In
the event such representations are required, no shares shall be issued to such
individual unless and until the Company is satisfied with any such
representation.

        13.    Employment and Service Rights.

Nothing in the Plan or any award pursuant to the Plan shall (a) confer upon any
employee any right to be continued in the employment of the Company or interfere
in any way with the right of the Company by whom such employee is employed to
terminate such employee's employment at any time, for any reason, with or
without cause, or to decrease such employee's compensation or benefits, or (b)
confer upon any person engaged by the Company any right to be retained or
employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.

        14.    Rights as a Shareholder.

               The recipient of any award under the Plan shall have no rights as
a shareholder with respect to any Common Stock until the date of issue to the
recipient of a stock certificate for such shares. Except as otherwise expressly
provided in the Plan, no adjustment shall be made for dividends or other rights
for which the record date occurs prior to the date such stock certificate is
issued.



        This 1996 Stock Option Plan has been approved by the Board of
Directors of United Restaurants, Inc. as of December 1, 1996.

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