GARDEN FRESH RESTAURANT CORP.
  
                            1998 STOCK OPTION PLAN


   1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

      1.1 Establishment.  The Garden Fresh Restaurant Corp. 1998 Stock Option
Plan (the "Plan") is hereby established effective as of December 11, 1997 (the
"Effective Date").

      1.2 Purpose.  The purpose of the Plan is to advance the interests of the
Participating Company Group and its stockholders by providing an incentive to
attract, retain and reward persons performing services for the Participating
Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group.

      1.3 Term of Plan.  The Plan shall continue in effect until the earlier of
its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements evidencing Options
granted under the Plan have lapsed.  However, all Incentive Stock Options shall
be granted, if at all, within ten (10) years from the earlier of the date the
Plan is adopted by the Board or the date the Plan is duly approved by the
stockholders of the Company.

   2. DEFINITIONS AND CONSTRUCTION.

      2.1 Definitions.  Whenever used herein, the following terms shall have
their respective meanings set forth below:

          (a) "Board" means the Board of Directors of the Company.  If one or
more Committees have been appointed by the Board to administer the Plan,
"Board" also means such Committee(s).

          (b) "Code" means the Internal Revenue Code of 1986, as amended, and
any applicable regulations promulgated thereunder.

          (c) "Committee" means the Compensation Committee or other committee
of the Board duly appointed to administer the Plan and having such powers as
shall be specified by the Board.  Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board
granted herein, including, without limitation, the power to amend or terminate
the Plan at any time, subject to the terms of the Plan and any applicable
limitations imposed by law.
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          (d) "Company" means Garden Fresh Restaurant Corp., a Delaware
corporation, or any successor corporation thereto.

          (e) "Consultant" means any person, including an advisor, engaged by a
Participating Company to render services other than as an Employee or a
Director.

          (f) "Director" means a member of the Board or of the board of
directors of any other Participating Company.

          (g) "Disability" means the permanent and total disability of the
Optionee within the meaning of Section 22(e)(3) of the Code.

          (h) "Employee" means any person treated as an employee (including an
officer or a Director who is also treated as an employee) in the records of a
Participating Company and, with respect to any Incentive Stock Option granted
to such person, who is an employee for purposes of Section 422 of the Code;
provided, however, that neither service as a Director nor payment of a
director's fee shall be sufficient to constitute employment for purposes of the
Plan.  The Company shall determine in good faith and in the exercise of its
discretion whether an individual has become or has ceased to be an Employee and
the effective date of such individual's employment or termination of
employment, as the case may be.  For purposes of an individual's rights, if
any, under the Plan as of the time of the Company's determination, all such
determinations by the Company shall be final, binding and conclusive,
notwithstanding that the Company or any governmental agency subsequently makes
a contrary determination.

          (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (j) "Fair Market Value" means, as of any date, the value of a share
of Stock or other property as determined by the Board, in its sole discretion,
or by the Company, in its sole discretion, if such determination is expressly
allocated to the Company herein, subject to the following:

              (i) If, on such date, there is a public market for the Stock, the
Fair Market Value of a share of Stock shall be the closing price of a share of
Stock (or the mean of the closing bid and asked prices of a share of Stock if
the Stock is so quoted instead) as quoted on the Nasdaq National Market, the
Nasdaq Small-Cap Market or such other national or regional securities exchange
or market system constituting the primary market for the Stock, as reported in
the Wall Street Journal or such other source as the Company deems reliable.  If
the relevant date does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the Fair Market Value
shall be established shall be the last day on which the Stock was so traded
prior to the relevant date, or such other appropriate day as shall be
determined by the Board, in its sole discretion.

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             (ii) If, on such date, there is no public market for the Stock,
the Fair Market Value of a share of Stock shall be as determined by the Board
without regard to any restriction other than a restriction which, by its terms,
will never lapse.


          (k) "Incentive Stock Option" means an Option intended to be (as set
forth in the Option Agreement) and which qualifies as an incentive stock option
within the meaning of Section 422(b) of the Code.

          (l) "Insider" means an officer or a Director of the Company or any
other person whose transactions in Stock are subject to Section 16 of the
Exchange Act.

          (m) "Nonemployee Director" means a Director of the Company who is not
an Employee.

          (n) "Nonemployee Director Option" means a right to purchase Stock
(subject to adjustment as provided in Section 4.2) granted to a Nonemployee
Director pursuant to the terms and conditions of the Plan.  Nonemployee
Director Options shall be Nonstatutory Stock Options.

          (o) "Nonstatutory Stock Option" means an Option not intended to be
(as set forth in the Option Agreement) or which does not qualify as an
Incentive Stock Option.

          (p) "Option" means a right to purchase Stock (subject to adjustment
as provided in Section 4.2) pursuant to the terms and conditions of the Plan,
including a Nonemployee Director Option.  An Option may be either an Incentive
Stock Option or a Nonstatutory Stock Option.

          (q) "Option Agreement" means a written agreement between the
Company and an Optionee setting forth the terms, conditions and restrictions of
the Option granted to the Optionee and any shares acquired upon the exercise
thereof.

          (r) "Optionee" means a person who has been granted one or more
Options.

          (s) "Parent Corporation" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

          (t) "Participating Company" means the Company or any Parent
Corporation or Subsidiary Corporation.

          (u) "Participating Company Group" means, at any point in time, all
corporations collectively which are then Participating Companies.

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          (v) "Prior Plans" means the Company's Restaurant Management Stock
Option Plan, 1995 Key Employee Stock Option Plan, and 1995 Outside Directors
Stock Option Plan.

          (w) "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation.

          (x) "Section 162(m)" means Section 162(m) of the Code.

          (y) "Securities Act" means the Securities Act of 1933, as amended.

          (z) "Service" means an Optionee's employment or service with the
Participating Company Group, whether in the capacity of an Employee, a Director
or a Consultant.  An Optionee's Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Optionee renders
Service to the Participating Company Group or a change in the Participating
Company for which the Optionee renders such Service, provided that there is no
interruption or termination of the Optionee's Service.  Furthermore, an
Optionee's Service with the Participating Company Group shall not be deemed to
have terminated if the Optionee takes any military leave, sick leave, or other
bona fide leave of absence approved by the Company; provided, however, that if
any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such
leave any Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and instead shall be treated thereafter as a
Nonstatutory Stock Option unless the Optionee's right to return to Service with
the Participating Company Group is guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise designated by the Company or
required by law, a leave of absence shall not be treated as Service for
purposes of determining vesting under the Optionee's Option Agreement.  An
Optionee's Service shall be deemed to have terminated either upon an actual
termination of Service or upon the corporation for which the Optionee performs
Service ceasing to be a Participating Company.  Subject to the foregoing, the
Company, in its sole discretion, shall determine whether an Optionee's Service
has terminated and the effective date of such termination.

          (aa) "Stock" means the common stock of the Company, as adjusted
from time to time in accordance with Section 4.2.

          (bb) "Subsidiary Corporation" means any present or future "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code.

          (cc) "Ten Percent Owner Optionee" means an Optionee who, at the
time an Option is granted to the Optionee, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of a
Participating Company within the meaning of Section 422(b)(6) of the Code.

      2.2 Construction.  Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
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provision of the Plan.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context
clearly requires otherwise.

3. ADMINISTRATION.

      3.1 Administration by the Board.  The Plan shall be administered by the
Board.  All questions of interpretation of the Plan or of any Option shall be
determined by the Board, and such determinations shall be final and binding
upon all persons having an interest in the Plan or such Option.  Any officer of
a Participating Company shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, determination or
election which is the responsibility of or which is allocated to the Company
herein, provided the officer has apparent authority with respect to such
matter, right, obligation, determination or election.

      3.2 Administration with Respect to Insiders.  With respect to
participation by Insiders in the Plan, at any time that any class of equity
security of the Company is registered pursuant to Section 12 of the Exchange
Act, the Plan shall be administered in compliance with the requirements, if
any, of Rule 16b-3.

      3.3 Committee Complying with Section 162(m).  If a Participating Company
is a "publicly held corporation" within the meaning of Section 162(m), the
Board may establish a Committee of "outside directors" within the meaning of
Section 162(m) to approve the grant of any Option which might reasonably be
anticipated to result in the payment of employee remuneration that would
otherwise exceed the limit on employee remuneration deductible for income tax
purposes pursuant to Section 162(m).

      3.4 Powers of the Board.  In addition to any other powers set forth in
the Plan and subject to the provisions of the Plan, the Board shall have the
full and final power and authority, in its sole discretion:

          (a) to determine the persons to whom, and the time or times at which,
Options shall be granted and the number of shares of Stock to be subject to
each Option;

          (b) to designate Options as Incentive Stock Options or Nonstatutory
Stock Options;

          (c) to determine the Fair Market Value of shares of Stock or other
property;

          (d) to determine the terms, conditions and restrictions applicable to
each Option (which need not be identical) and any shares acquired upon the
exercise thereof, including, without limitation, (i) the exercise price of the
Option, (ii) the method of payment for shares purchased upon the exercise of
the Option, (iii) the method for satisfaction of any tax withholding obligation
arising in connection with the Option or such shares, including by the
withholding or delivery of shares of stock, (iv) the timing, terms and
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conditions of the exercisability of the Option or the vesting of any shares
acquired upon the exercise thereof, (v) the time of the expiration of the
Option, (vi) the effect of the Optionee's termination of Service with the
Participating Company Group on any of the foregoing, and (vii) all other terms,
conditions and restrictions applicable to the Option or such shares not
inconsistent with the terms of the Plan;

          (e) to approve one or more forms of Option Agreement;

          (f) to amend, modify, extend, cancel, renew, or grant a new Option in
substitution for, any Option or to waive any restrictions or conditions
applicable to any Option or any shares acquired upon the exercise thereof;

          (g) to accelerate, continue, extend or defer the exercisability of
any Option or the vesting of any shares acquired upon the exercise thereof,
including with respect to the period following an Optionee's termination of
Service with the Participating Company Group;

          (h) to prescribe, amend or rescind rules, guidelines and policies
relating to the Plan, or to adopt supplements to, or alternative versions of,
the Plan, including, without limitation, as the Board deems necessary or
desirable to comply with the laws of, or to accommodate the tax policy or
custom of, foreign jurisdictions whose citizens may be granted Options; and

          (i) to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option Agreement and to make all other
determinations and take such other actions with respect to the Plan or any
Option as the Board may deem advisable to the extent consistent with the Plan
and applicable law.

4. SHARES SUBJECT TO PLAN.

   4.1 Maximum Number of Shares Issuable.  Subject to adjustment as provided in
Section 4.2, the maximum aggregate number of shares of Stock that may be issued
under the Plan shall be the sum of (a) Two Hundred Fifty Thousand (250,000)
shares, (b) the number of shares of Stock, as of the Effective Date, subject to
outstanding options granted pursuant to the Prior Plans (the "Prior Plan
Options"), and (c) the number of shares of Stock available for future grant
under the Prior Plans as of the Effective Date (the "Prior Plan Available
Shares"), resulting in an aggregate total of One Million Eighty Thousand Three
Hundred Eighteen (1,080,318) shares (the "Share Reserve") and shall consist of
authorized but unissued or reacquired shares of Stock or any combination
thereof.  Notwithstanding the foregoing, the Share Reserve, determined at any
time, shall be reduced by (a) the number of shares remaining subject to
outstanding Prior Plan Options, (b) the number of shares issued upon the
exercise of Prior Plan Options, and (c) the number of shares, if any, of the
Prior Plan Available Shares which are issued upon the exercise of options
granted under the Prior Plans subsequent to the Effective Date.  If an
outstanding Option for any reason expires or is terminated or canceled, or if
shares of Stock acquired, subject to repurchase, upon the exercise of an Option
are repurchased by the Company, the shares of Stock allocable to the
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unexercised portion of such Option or such repurchased shares of Stock shall
again be available for issuance under the Plan.

   4.2 Adjustments for Changes in Capital Structure.  In the event of any stock
dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in the capital structure of the Company,
appropriate adjustments shall be made in the number and class of shares subject
to the Plan and to any outstanding Options, in the share limit set forth in
Section 3.4(h), in the Section 162(m) Grant Limit set forth in Section 5.4, to
the automatic Nonemployee Director Option grant provisions set forth in Section
7.1 and in the exercise price per share of any outstanding Options.  If a
majority of the shares which are of the same class as the shares that are
subject to outstanding Options are exchanged for, converted into, or otherwise
become (whether or not pursuant to an Ownership Change Event, as defined in
Section 9.1) shares of another corporation (the "New Shares"), the Board may
unilaterally amend the outstanding Options to provide that such Options are
exercisable for New Shares.  In the event of any such amendment, the number of
shares subject to, and the exercise price per share of, the outstanding Options
shall be adjusted in a fair and equitable manner as determined by the Board, in
its sole discretion.  Notwithstanding the foregoing, any fractional share
resulting from an adjustment pursuant to this Section 4.2 shall be rounded up
or down to the nearest whole number, as determined by the Board, and in no
event may the exercise price of any Option be decreased to an amount less than
the par value, if any, of the stock subject to the Option.  The adjustments
determined by the Board pursuant to this Section 4.2 shall be final, binding
and conclusive.

5. ELIGIBILITY AND OPTION LIMITATIONS.

   5.1 Persons Eligible for Options.  Options may be granted only to Employees,
Consultants and Directors.  For purposes of the foregoing sentence,
"Employees", "Consultants" and "Directors" shall include prospective Employees,
prospective Consultants and prospective Directors to whom Options are granted
in connection with written offers of employment or other service relationship
with the Participating Company Group.  Eligible persons may be granted more
than one (1) Option.

   5.2 Option Grant Restrictions.  Any person who is not an Employee on the
effective date of the grant of an Option to such person may be granted only a
Nonstatutory Stock Option.  An Incentive Stock Option granted to a prospective
Employee upon the condition that such person become an Employee shall be deemed
granted effective on the date such person commences Service as an Employee with
a Participating Company, with an exercise price determined as of such date in
accordance with Section 6.1.  A Nonemployee Director Option may be granted only
to a person who at the time of grant is a Nonemployee Director.

   5.3 Fair Market Value Limitation.  To the extent that options designated as
Incentive Stock Options (granted under all stock option plans of the
Participating Company Group, including the Plan) become exercisable by an
Optionee for the first time during any calendar year for stock having an
aggregate Fair Market Value greater than One Hundred Thousand Dollars
($100,000), the portion of such options which exceeds such amount shall be
treated as Nonstatutory Stock Options.  For purposes of this Section 5.3,
options designated as Incentive Stock Options shall be taken into account in
the order in which they were granted, and the Fair Market Value of stock shall
be determined as of the time the option with respect to such stock is granted.
If the Code is amended to provide for a different limitation from that set
forth in this Section 5.3, such different limitation shall be deemed
incorporated herein effective as of the date and with respect to such Options
as required or permitted by such amendment to the Code.  If an Option is
treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option
in part by reason of the limitation set forth in this Section 5.3, the Optionee
may designate which portion of such Option the Optionee is exercising.  In the
absence of such designation, the Optionee shall be deemed to have exercised the
Incentive Stock Option portion of the Option first.  Separate certificates
representing each such portion shall be issued upon the exercise of the Option.

   5.4 Section 162(m) Grant Limit.  Subject to adjustment as provided in
Section 4.2, at any such time as a Participating Company is a "publicly held
corporation" within the meaning of Section 162(m), no Employee shall be granted
one or more Options within any fiscal year of the Company which in the
aggregate are for the purchase of more than one hundred thousand (100,000)
shares of Stock (the "Section 162(m) Grant Limit").  An Option which is
canceled in the same fiscal year of the Company in which it was granted shall
continue to be counted against the Section 162(m) Grant Limit for such period.

6. TERMS AND CONDITIONS OF OPTIONS.

   Options shall be evidenced by Option Agreements specifying the number of
shares of Stock covered thereby, in such form as the Board shall from time to
time establish.  No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Option
Agreement.  Option Agreements may incorporate all or any of the terms of the
Plan by reference and, except as otherwise set forth in Section 7 with respect
to Nonemployee Director Options, shall comply with and be subject to the
following terms and conditions:

   6.1 Exercise Price.  The exercise price for each Option shall be established
in the sole discretion of the Board; provided, however, that (a) the exercise
price per share for an Incentive Stock Option shall be not less than the Fair
Market Value of a share of Stock on the effective date of grant of the Option,
(b) the exercise price per share for a Nonstatutory Stock Option shall be not
less than eighty-five percent (85%) of the Fair Market Value of a share of
Stock on the effective date of grant of the Option, and (c) no Incentive Stock
Option granted to a Ten Percent Owner Optionee shall have an exercise price per
share less than one hundred ten percent (110%) of the Fair Market Value of a
share of Stock on the effective date of grant of the Option.  Notwithstanding
the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory
Stock Option) may be granted with an exercise price lower than the minimum
exercise price set forth above if such Option is granted pursuant to an
assumption or substitution for another option in a manner qualifying under the
provisions of Section 424(a) of the Code.

<PAGE>

   6.2 Exercise Period.  Options shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance
criteria, and restrictions as shall be determined by the Board and set forth in
the Option Agreement evidencing such Option; provided, however, that (a) no
Incentive Stock Option shall be exercisable after the expiration of ten (10)
years after the effective date of grant of such Option, (b) no Incentive Stock
Option granted to a Ten Percent Owner Optionee shall be exercisable after the
expiration of five (5) years after the effective date of grant of such Option,
and (c) no Option granted to a prospective Employee, prospective Consultant or
prospective Director may become exercisable prior to the date on which such
person commences Service with a Participating Company.  Subject to the
foregoing, unless otherwise specified by the Board in the grant of an Option,
any Option granted hereunder shall have a term of ten (10) years from the
effective date of the grant of the Option.

   6.3 Payment of Exercise Price.

       (a) Forms of Consideration Authorized.  Except as otherwise provided
below, payment of the exercise price for the number of shares of Stock being
purchased pursuant to any Option shall be made (i) in cash, by check, or cash
equivalent, (ii) by tender to the Company of shares of Stock owned by the
Optionee having a Fair Market Value (as determined by the Company without
regard to any restrictions on transferability applicable to such stock by
reason of federal or state securities laws or agreements with an underwriter
for the Company) not less than the exercise price, (iii) by the assignment of
the proceeds of a sale or loan with respect to some or all of the shares being
acquired upon the exercise of the Option (including, without limitation,
through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a "Cashless Exercise"), (iv) provided that the Optionee is an
Employee, by cash for a portion of the aggregate exercise price not less than
the par value of the shares being acquired and the Optionee's promissory note
in a form approved by the Company for the balance of the aggregate exercise
price, (v) by such other consideration as may be approved by the Board from
time to time to the extent permitted by applicable law, or (vi) by any
combination thereof.  The Board may at any time or from time to time, by
adoption of or by amendment to the standard forms of Option Agreement described
in Section 8, or by other means, grant Options which do not permit all of the
foregoing forms of consideration to be used in payment of the exercise price or
which otherwise restrict one or more forms of consideration.

       (b) Tender of Stock.  Notwithstanding the foregoing, an Option may not
be exercised by tender to the Company of shares of Stock to the extent such
tender of Stock would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.
Unless otherwise provided by the Board, an Option may not be exercised by
tender to the Company of shares of Stock unless such shares either have been
owned by the Optionee for more than six (6) months or were not acquired,
directly or indirectly, from the Company.

       (c) Cashless Exercise.  The Company reserves, at any and all times, the
right, in the Company's sole and absolute discretion, to establish, decline to
<PAGE>

approve or terminate any program or procedures for the exercise of Options by
means of a Cashless Exercise.

       (d) Payment by Promissory Note.  No promissory note shall be permitted
if the exercise of an Option using a promissory note would be a violation of
any law.  Any permitted promissory note shall be on such terms as the Board
shall determine at the time the Option is granted.  The Board shall have the
authority to permit or require the Optionee to secure any promissory note used
to exercise an Option with the shares of Stock acquired upon the exercise of
the Option or with other collateral acceptable to the Company.  Unless
otherwise provided by the Board, if the Company at any time is subject to the
regulations promulgated by the Board of Governors of the Federal Reserve System
or any other governmental entity affecting the extension of credit in
connection with the Company's securities, any promissory note shall comply with
such applicable regulations, and the Optionee shall pay the unpaid principal
and accrued interest, if any, to the extent necessary to comply with such
applicable regulations.

   6.4 Tax Withholding.  The Company shall have the right, but not the
obligation, to deduct from the shares of Stock issuable upon the exercise of an
Option, or to accept from the Optionee the tender of, a number of whole shares
of Stock having a Fair Market Value, as determined by the Company, equal to all
or any part of the federal, state, local and foreign taxes, if any, required by
law to be withheld by the Participating Company Group with respect to such
Option or the shares acquired upon the exercise thereof.  Alternatively or in
addition, in its sole discretion, the Company shall have the right to require
the Optionee, through payroll withholding, cash payment or otherwise, including
by means of a Cashless Exercise, to make adequate provision for any such tax
withholding obligations of the Participating Company Group arising in
connection with the Option or the shares acquired upon the exercise thereof.
The Company shall have no obligation to deliver shares of Stock until the
Participating Company Group's tax withholding obligations have been satisfied
by the Optionee.

   6.5 Effect of Termination of Service.

       (a) Option Exercisability.  Subject to earlier termination of the Option
as otherwise provided herein, an Option shall be exercisable after an
Optionee's termination of Service as follows:

           (i) Disability.  If the Optionee's Service with the Participating
Company Group is terminated because of the Disability of the Optionee, the
Option, to the extent unexercised and exercisable on the date on which the
Optionee's Service terminated, may be exercised by the Optionee (or the
Optionee's guardian or legal representative) at any time prior to the
expiration of twelve (12) months (or such longer or shorter period of time as
determined by the Board, in its sole discretion) after the date on which the
Optionee's Service terminated, but in any event no later than the date of
expiration of the Option's term as set forth in the Option Agreement evidencing
such Option (the "Option Expiration Date").

<PAGE>
           (ii) Death.  If the Optionee's Service with the Participating
Company Group is terminated because of the death of the Optionee, the Option,
to the extent unexercised and exercisable on the date on which the Optionee's
Service terminated, may be exercised by the Optionee's legal representative or
other person who acquired the right to exercise the Option by reason of the
Optionee's death at any time prior to the expiration of twelve (12) months (or
such longer or shorter period of time as determined by the Board, in its sole
discretion) after the date on which the Optionee's Service terminated, but in
any event no later than the Option Expiration Date.  The Optionee's Service
shall be deemed to have terminated on account of death if the Optionee dies
within three (3) months after the Optionee's termination of Service.

           (iii) Other Termination of Service.  If the Optionee's Service with
the Participating Company Group terminates for any reason, except Disability,
death or Cause, as provided in Section 6.5(d) below, the Option, to the extent
unexercised and exercisable by the Optionee on the date on which the Optionee's
Service terminated, may be exercised by the Optionee within three (3) months
(or such longer or shorter period of time as determined by the Board, in its
sole discretion) after the date on which the Optionee's Service terminated, but
in any event no later than the Option Expiration Date.

       (b) Extension if Exercise Prevented by Law.  Notwithstanding the
foregoing, if the exercise of an Option within the applicable time periods set
forth in Section 6.5(a) is prevented by the provisions of Section 12 below, the
Option shall remain exercisable until three (3) months after the date the
Optionee is notified by the Company that the Option is exercisable, but in any
event no later than the Option Expiration Date.

      (c) Extension if Optionee Subject to Section 16(b).  Notwithstanding the
foregoing, if a sale within the applicable time periods set forth in Section
6.5(a) of shares acquired upon the exercise of the Option would subject the
Optionee to suit under Section 16(b) of the Exchange Act, the Option shall
remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Optionee would no
longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Optionee's termination of Service, or (iii) the Option Expiration
Date.

     (d) Termination for Cause.  Except as otherwise provided in a contract of
employment or service between a Participating Company and an Optionee, and
notwithstanding any other provision of the Plan to the contrary, if the
Optionee's Service with the Participating Company Group is terminated for Cause
as defined below, the Option shall terminate and cease to be exercisable
immediately upon such termination of Service.  For purposes of this Section
6.5(d), "Cause" shall mean any of the following:  (1) the Optionee's theft,
dishonesty, or falsification of any Participating Company documents or records;
(2) the Optionee's improper use or disclosure of a Participating Company's
confidential or proprietary information; (3) any action by the Optionee which
has a detrimental effect on a Participating Company's reputation or business;
(4) the Optionee's failure or inability to perform any reasonable assigned
duties after written notice from the Participating Company Group of, and a
reasonable opportunity to cure, such failure or inability; (5) any material
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breach by the Optionee of any agreement of employment or service between the
Optionee and the Participating Company Group, which breach is not cured
pursuant to the terms of such agreement; or (6) the Optionee's conviction
(including any plea of guilty or nolo contendere) of any criminal act which
impairs the Optionee's ability to perform his or her duties with the
Participating Company Group.  A determination by the Board that the Optionee
was terminated for Cause shall be final and binding upon the Optionee for all
purposes and shall not be subject to review by any governmental agency or court
of law.

7. TERMS AND CONDITIONS OF NONEMPLOYEE DIRECTOR OPTIONS.

   Nonemployee Director Options shall be evidenced by Option Agreements 
specifying the number of shares of Stock covered thereby, in such form as the
Board shall from time to time establish.  Such Option Agreements may
incorporate all or any of the terms of the Plan by reference and shall comply
with and be subject to the following terms and conditions:

   7.1 Automatic Grant.  Subject to the execution by a Nonemployee Director
of an appropriate Option Agreement, Nonemployee Director Options shall be
granted automatically and without further action of the Board, as follows:

       (a) Initial Option.  Each person who first becomes a Nonemployee
Director on or after the Effective Date shall be granted on the date such
person first becomes a Nonemployee Director a Nonemployee Director Option to
purchase ten thousand (10,000) shares of Stock (an "Initial Option"); provided,
however, that an Initial Option shall not be granted to a Director who
previously did not qualify as a Nonemployee Director but subsequently becomes a
Nonemployee Director as a result of the termination of his or her status as an
Employee.

       (b) Annual Option.  Each Nonemployee Director (including any Director
who previously did not qualify as a Nonemployee Director but who subsequently
becomes a Nonemployee Director) shall be granted on the date immediately
following each annual meeting of the stockholders of the Company which occurs
on or after the Effective Date (an "Annual Meeting") a Nonemployee Director
Option to purchase five thousand (5,000) shares of Stock (an "Annual Option");
provided, however, that a Nonemployee Director granted an Initial Option on the
date of an Annual Meeting shall not be granted an Annual Option pursuant to
this Section on the date immediately following the same Annual Meeting.

       (c) Right to Decline Nonemployee Director Option.  Notwithstanding
the foregoing, any person may elect not to receive a Nonemployee Director
Option by delivering written notice of such election to the Board no later than
the day prior to the date such Nonemployee Director Option would otherwise be
granted.  A person so declining a Nonemployee Director Option shall receive no
payment or other consideration in lieu of such declined Nonemployee Director
Option.  A person who has declined a Nonemployee Director Option may revoke
such election by delivering written notice of such revocation to the Board no
later than the day prior to the date such Nonemployee Director Option would be
granted pursuant to Section 7.1(a) or (b), as the case may be.
<PAGE>

   7.2 Exercise Price.  The exercise price per share of Stock subject to a
Nonemployee Director Option shall be the Fair Market Value of a share of Stock
on the date the Nonemployee Director Option is granted.

   7.3 Exercise Period.  Each Nonemployee Director Option shall terminate and
cease to be exercisable on the date ten (10) years after the date of grant of
the Nonemployee Director Option unless earlier terminated pursuant to the terms
of the Plan or the Option Agreement.

   7.4 Right to Exercise Nonemployee Director Options.

       (a) Initial Options.  Except as otherwise provided in the Option
Agreement, each Initial Option shall become fully vested and exercisable on the
first anniversary of the date of grant, provided that the Optionee's Service
has not terminated prior to such date.

       (b) Annual Options.  Except as otherwise provided in the Option
Agreement, each Annual Option shall become fully vested and exercisable on the
first anniversary of the date of grant, provided the Optionee's Service has not
terminated prior to such date.

   7.5 Effect of Termination of Service on Nonemployee Director Options.

       (a) Option Exercisability.  Subject to earlier termination of the
Nonemployee Director Option as otherwise provided herein, a Nonemployee
Director Option shall be exercisable after an Optionee's termination of Service
as follows:

           (i) Disability.  If the Optionee's Service with the Participating
Company Group is terminated because of the Disability of the Optionee, the
Nonemployee Director Option, to the extent unexercised and exercisable on the
date on which the Optionee's Service terminated, may be exercised by the
Optionee (or the Optionee's guardian or legal representative) at any time prior
to the expiration of twelve (12) months after the date on which the Optionee's
Service terminated, but in any event no later than the date of expiration of
the Option Expiration Date.

           (ii) Death.  If the Optionee's Service with the Participating
Company Group is terminated because of the death of the Optionee, the
Nonemployee Director Option, to the extent unexercised and exercisable on the
date on which the Optionee's Service terminated, may be exercised by the
Optionee's legal representative or other person who acquired the right to
exercise the Nonemployee Director Option by reason of the Optionee's death at
any time prior to the expiration of twelve (12) months after the date on which
the Optionee's Service terminated, but in any event no later than the Option
Expiration Date.  The Optionee's Service shall be deemed to have terminated on
account of death if the Optionee dies within six (6) months after the
Optionee's termination of Service.

<PAGE>
           (iii) Other Termination of Service.  If the Optionee's Service with
the Participating Company Group terminates for any reason, except Disability or
death, the Nonemployee Director Option, to the extent unexercised and
exercisable by the Optionee on the date on which the Optionee's Service
terminated, may be exercised by the Optionee within six (6) months after the
date on which the Optionee's Service terminated, but in any event no later than
the Option Expiration Date.

       (b) Extension if Exercise Prevented by Law.  Notwithstanding the
foregoing, if the exercise of a Nonemployee Director Option within the
applicable time periods set forth in Section 7.5(a) is prevented by the
provisions of Section 12 below, the Nonemployee Director Option shall remain
exercisable until three (3) months after the date the Optionee is notified by
the Company that the Nonemployee Director Option is exercisable, but in any
event no later than the Option Expiration Date.

       (c) Extension if Optionee Subject to Section 16(b).  Notwithstanding the
foregoing, if a sale within the applicable time periods set forth in Section
7.5(a) of shares acquired upon the exercise of the Nonemployee Director Option
would subject the Optionee to suit under Section 16(b) of the Exchange Act, the
Nonemployee Director Option shall remain exercisable until the earliest to
occur of (i) the tenth (10th) day following the date on which a sale of such
shares by the Optionee would no longer be subject to such suit, (ii) the one
hundred and ninetieth (190th) day after the Optionee's termination of Service,
or (iii) the Option Expiration Date.

8. STANDARD FORMS OF OPTION AGREEMENT. 

   8.1 Incentive Stock Options.  Unless otherwise provided by the Board at the
time the Option is granted, an Option designated as an "Incentive Stock Option"
shall comply with and be subject to the terms and conditions set forth in the
appropriate form of Incentive Stock Option Agreement adopted by the Board
concurrently with its adoption of the Plan and as amended from time to time.

   8.2 Nonstatutory Stock Options (Other than Nonemployee Director Option).
Unless otherwise provided by the Board at the time the Option is granted, an
Option designated as a "Nonstatutory Stock Option" (other than a Nonemployee
Director Option) shall comply with and be subject to the terms and conditions
set forth in the appropriate form of Nonstatutory Stock Option Agreement
adopted by the Board concurrently with its adoption of the Plan and as amended
from time to time.

   8.3 Nonemployee Director Option.  Each Nonemployee Director Option shall
comply with and be subject to the terms and conditions set forth in the
appropriate form of Nonstatutory Stock Option Agreement (Nonemployee Director
Option) adopted by the Board concurrently with its adoption of the Plan and as
amended from time to time.

   8.4 Authority to Vary Terms.  The Board shall have the authority from time
to time to vary the terms of any of the standard forms of Option Agreement
<PAGE>

described in this Section 8 either in connection with the grant or amendment of
an individual Option or in connection with the authorization of a new standard
form or forms; provided, however, that the terms and conditions of any such
new, revised or amended standard form or forms of Option Agreement are not
inconsistent with the terms of the Plan.

9. CHANGE IN CONTROL.

   9.1 Definitions.  Except as otherwise determined by the Board and set forth
in an Option Agreement, the following terms shall have their respective
meanings set forth below:

       (a) An "Ownership Change Event" shall be deemed to have occurred if any
of the following occurs with respect to the Company:

           (i) the direct or indirect sale or exchange in a single or series of
related transactions by the stockholders of the Company of more than fifty
percent (50%) of the voting stock of the Company;

           (ii) a merger or consolidation in which the Company is a party;

           (iii) the sale, exchange, or transfer of all or substantially all of
the assets of the Company; or

           (iv) a liquidation or dissolution of the Company.

       (b) A "Change in Control" shall mean an Ownership Change Event or a
series of related Ownership Change Events (collectively, the "Transaction")
wherein the stockholders of the Company immediately before the Transaction do
not retain immediately after the Transaction, in substantially the same
proportions as their ownership of shares of the Company's voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting stock of the Company or the corporation or corporations to
which the assets of the Company were transferred (the "Transferee
Corporation(s)"), as the case may be.  For purposes of the preceding sentence,
indirect beneficial ownership shall include, without limitation, an interest
resulting from ownership of the voting stock of one or more corporations which,
as a result of the Transaction, own the Company or the Transferee
Corporation(s), as the case may be, either directly or through one or more
subsidiary corporations.  The Board shall have the right to determine whether
multiple sales or exchanges of the voting stock of the Company or multiple
Ownership Change Events are related, and its determination shall be final,
binding and conclusive.

   9.2 Effect of Change in Control on Options.  In the event of a Change in
Control, any unexercisable or unvested portion of the outstanding Options shall
be immediately exercisable and vested in full as of the date ten (10) days
prior to the date of the Change in Control.  The exercise or vesting of any
Option that was permissible solely by reason of this Section shall be
conditioned upon the consummation of the Change in Control.  In addition, the
<PAGE>

surviving, continuing, successor, or purchasing corporation or parent
corporation thereof, as the case may be (the "Acquiring Corporation"), may
either assume the Company's rights and obligations under outstanding Options or
substitute for outstanding Options substantially equivalent options for the
Acquiring Corporation's stock.  For purposes of this Section 9.2, an Option
shall be deemed assumed if, following the Change in Control, the Option confers
the right to purchase in accordance with its terms and conditions, for each
share of Stock subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash or other securities or
property) to which a holder of a share of Stock on the effective date of the
Change in Control was entitled.  Any Options which are neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in
Control nor exercised as of the date of the Change in Control shall terminate
and cease to be outstanding effective as of the date of the Change in Control.
Notwithstanding the foregoing, if the corporation the stock of which is subject
to the outstanding Options immediately prior to an Ownership Change Event
described in Section 9.1(a)(i) constituting a Change in Control is the
surviving or continuing corporation and immediately after such Ownership Change
Event less than fifty percent (50%) of the total combined voting power of its
voting stock is held by another corporation or by other corporations that are
members of an affiliated group within the meaning of Section 1504(a) of the
Code without regard to the provisions of Section 1504(b) of the Code, the
outstanding Options shall not terminate unless the Board otherwise provides in
its sole discretion.

10. PROVISION OF INFORMATION.

    Each Optionee shall be given access to information concerning the Company
equivalent to that information generally made available to the Company's common
stockholders.

11. TRANSFERABILITY OF OPTIONS.

    During the lifetime of the Optionee, an Option shall be exercisable only by
the Optionee or the Optionee's guardian or legal representative.  No Option
shall be assignable or transferable by the Optionee, except by will or by the
laws of descent and distribution.  Notwithstanding the foregoing, a
Nonstatutory Stock Option shall be assignable or transferable to the extent
permitted by the Board and set forth in the Option Agreement evidencing such
Option.

12. COMPLIANCE WITH SECURITIES LAW.

    The grant of Options and the issuance of shares of Stock upon exercise of
Options shall be subject to compliance with all applicable requirements of
federal, state or foreign law with respect to such securities.  Options may not
be exercised if the issuance of shares of Stock upon exercise would constitute
a violation of any applicable federal, state or foreign securities laws or
other law or regulations or the requirements of any stock exchange or market
system upon which the Stock may then be listed.  In addition, no Option may be
exercised unless (a) a registration statement under the Securities Act shall at
<PAGE>

the time of exercise of the Option be in effect with respect to the shares
issuable upon exercise of the Option or (b) in the opinion of legal counsel to
the Company, the shares issuable upon exercise of the Option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  The inability of the Company to obtain
from any regulatory body having jurisdiction the authority, if any, deemed by
the Company's legal counsel to be necessary to the lawful issuance and sale of
any shares hereunder shall relieve the Company of any liability in respect of
the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained.  As a condition to the exercise of any Option,
the Company may require the Optionee to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

13. INDEMNIFICATION.

    In addition to such other rights of indemnification as they may have as
members of the Board or officers or employees of the Participating Company
Group, members of the Board and any officers or employees of the Participating
Company Group to whom authority to act for the Board or the Company is
delegated shall be indemnified by the Company against all reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any right
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided,
however, that within sixty (60) days after the institution of such action, suit
or proceeding, such person shall offer to the Company, in writing, the
opportunity at its own expense to handle and defend the same.

14. TERMINATION OR AMENDMENT OF PLAN.

    The Board may terminate or amend the Plan at any time.  However, subject to
changes in applicable law, regulations or rules that would permit otherwise,
without the approval of the Company's stockholders, there shall be (a) no
increase in the maximum aggregate number of shares of Stock that may be issued
under the Plan (except by operation of the provisions of Section 4.2), (b) no
change in the class of persons eligible to receive Incentive Stock Options, and
(c) no other amendment of the Plan that would require approval of the Company's
stockholders under any applicable law, regulation or rule.  In any event, no
termination or amendment of the Plan may adversely affect any then outstanding
Option or any unexercised portion thereof, without the consent of the Optionee,
unless such termination or amendment is required to enable an Option designated
as an Incentive Stock Option to qualify as an Incentive Stock Option or is
necessary to comply with any applicable law, regulation or rule.

<PAGE>

   IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Garden Fresh Restaurant Corp.  1998 Stock Option Plan was duly
adopted by the Board on December 11, 1997.

    /s/ David W Qualls
    ________________________________