EXECUTIVE EMPLOYMENT AGREEMENT


          This Executive Employment Agreement ("Agreement") is made effective
as of ____, 1997 (the "Effective Date"), between Garden Fresh Restaurant Corp.,
a Delaware corporation, hereinafter referred to as "Garden Fresh", and _______
_______, hereinafter referred to as "Employee."

          In consideration of the promises and of the mutual covenants
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1.   Employment.  Garden Fresh hereby affirms its employment of Employee,
          and Employee hereby affirms such employment, upon the terms and
          conditions set forth below.

     2.   Duties.  Employee is engaged in the position of _______________
          _____________________________________.  Employee shall faithfully and
          diligently perform the duties customarily performed by persons in the
          position for which Employee is engaged, together with such other
          duties as the Board of Directors (the "Board") of Garden Fresh shall
          designate from time to time.  As part of Employee's duties, Employee
          acknowledges and understands that:  (a) Employee will devote utmost
          knowledge and best skill to the performance of his duties; (b)
          Employee shall devote his full business time to the rendition of such
          services, subject to absences for customary vacations and for
          temporary illness; and (c) Employee will not engage in any other
          gainful occupation which requires his personal attention without
          prior consent of the Board with the exception that Employee may
          personally trade in publicly traded stocks, bonds, commodities or
          real estate investments for his own benefit.

     3.   Compensation.

          3.1 Base Salary.  As compensation for the proper and satisfactory
              performance of all duties to be performed by Employee hereunder,
              Garden Fresh shall pay Employee a base salary as determined by
              the Compensation Committee of the Board of Directors from time to
              time, but in no event less than $_______ per year (the "Base
              Salary").

          3.2 Bonus Plan.  The Board or Compensation Committee shall adopt an
              incentive bonus plan, for which Employee shall be eligible and
              the terms of which shall be incorporated herein by reference.

          3.3 Salary Increase and Bonus Plan.  The Board shall develop and
              implement a plan under which it, or the Compensation Committee
              thereof, will evaluate Employee's performance on not less than an
              annual basis and, if warranted, grant Employee increases in Base
              Salary and/or additional bonus compensation based on such
              evaluations.  Actions of the Compensation Committee with respect
              to such increases shall automatically be incorporated by
              reference into this Agreement.

          3.4 Customary Fringe Benefits.  Employee shall be entitled to such
              fringe benefits as Garden Fresh customarily makes available to
              executive employees of Garden Fresh ("Fringe Benefits").  Such
              Fringe Benefits may include vacation leave, sick leave, and
              health insurance coverage.

     4.   Term.  The employment term pursuant to this Agreement shall commence
          on the Effective Date set forth above, and shall remain in effect
          until Employee's employment is terminated in accordance with the
          provisions of Section 5 below.  It is understood that Employee serves
          at the will of the Board of Directors of the Company and that he
          shall be considered an "at will" Employee.

     5.   Termination.  This Agreement and the employment of Employee shall
          terminate under the following conditions:

          5.1 Death.  The death of Employee.

          5.2 Disability.  The permanent disability of Employee (permanent
              disability shall exist when Employee suffers from a condition of
              mind or body that indefinitely prevents Employee from
              satisfactory further performance of his duties, even with
              reasonable accommodation, for a cumulative period of 120 business
              days in any consecutive 12-month period following the
              commencement of employment).

          5.3 Termination for Good Cause.  Upon receipt by Employee of written
              notice from Garden Fresh that Employee's employment is being
              terminated for "good cause."  Garden Fresh has "good cause" to
              terminate Employee's employment if Employee has engaged in one or
              more of the following:

              5.3.1  Commission of a felony which results in conviction.

              5.3.2  Breach of the provisions of Section 8 hereof or of any
                     material provision of the Employee Inventions and
                     Proprietary Rights Assignment Agreement entered into
                     between the Company and Employee ("Proprietary Rights
                     Agreement").

          5.4 Resignation.  Employee may resign at any time during the term of
              this Agreement provided that Employee is required to provide two
              (2) months advance notice of his resignation to Garden Fresh.
              Garden Fresh may waive some or all of that notice period at its
              sole discretion and must pay Employee only for the time he
              actually continues in the employment of Garden Fresh.

          5.5 Termination for Other Than Good Cause.  Garden Fresh may
              terminate Employee's employment at any time without good cause,
              upon written notice delivered to Employee that Employee's
              employment is being terminated for "other than good cause."  It
              shall be deemed a termination by Garden Fresh without good cause
              under this Section 5.5 if Employee (i) resigns within thirty (30)
              days of the date on which, without his consent, he no longer
              holds the position of Chief Executive Officer and President of
              Garden Fresh, or (ii) resigns due to his being required to
              relocate to a workplace outside California.

     6.   Compensation Upon Termination.

          6.1 Payment Upon Death or Disability.  In the event this Agreement is
              terminated pursuant to Sections 5.1 or 5.2, Employee (or his
              estate in the case of death) shall be entitled to a lump-sum
              payment equal to two (2) months of Employee's then current Base
              Salary.

          6.2 Payment of Compensation Upon Termination for Good Cause.  In the
              event Employee is terminated for good cause, as set forth in
              Section 5.3, he shall receive two (2) weeks notice that his
              employment is terminated and Employee shall be entitled only to
              the compensation set forth as Base Salary herein, prorated
              through the date of his termination as set forth in said notice
              plus any other benefits required by law.  When Employee is
              terminated for good cause as defined in Section 5.3, Employee is
              entitled to no other severance compensation arising out of this
              Agreement and out of his employment relationship with Garden
              Fresh, and Employee shall permanently and absolutely forfeit all
              rights to all other severance benefits otherwise accruing by
              reason of Employee's employment by Garden Fresh.

          6.3 Payment of Compensation Upon Termination Other Than for Good
              Cause.  In the event Employee's employment is terminated for
              other than good cause, as set forth in Section 5.5, Employee
              shall receive severance compensation pursuant to this Section,
              only if Employee executes a general release of claims, releasing
              any and all claims Employee has against Garden Fresh arising out
              of his employment or the termination of said employment.
              Employee is not entitled to any severance compensation pursuant
              to this Section unless he signs the general release described
              above.  The severance compensation provided by this Section shall
              be six (6) monthly payments, payable in arrears, commencing one
              (1) month after the effective date of the termination in the
              amount equal to Employee's then current monthly Base Salary (plus
              benefits and 1/12 of Employee's prior year's bonus).  Except as
              provided in Section 6.3 and, if applicable, Section 6.4, Employee
              is entitled to no other severance compensation when his
              employment is terminated for other than good cause.

          6.4 Payment Upon Change in Control.  If within eighteen (18) months
              of a Change in Control, as that term is defined herein, (the
              "Transition Period") Employee's employment is terminated for
              other than good cause, as set forth in Section 5.5, or Employee
              refuses to accept or voluntarily resigns from a position other
              than a Qualified Position, as that term is defined below, in
              addition to any amounts which may be due to Employee pursuant to
              Section 6.3, Employee shall receive in one lump sum severance
              compensation in an amount equal to two (2) years of his Base
              Salary (as of the date of the change of control) plus (two) 2
              year's bonus (based on the bonus received for the last full
              fiscal year immediately preceding the Change of Control).  A
              "Change in Control" means the acquisition, directly or indirectly
              of more than 50% of the outstanding shares of any class of voting
              securities of Garden Fresh by any person or entity or a merger,
              consolidation or sale of all or substantially all of the assets
              of Garden Fresh, such that the individuals constituting the Board
              of Garden Fresh immediately prior to any such occurrence shall
              cease during the Transition Period to constitute a majority of
              the Board, unless the election of each director who was not a
              director prior to the Transition Period was approved by vote of
              at least two-thirds of the directors then in office who were
              directors prior to the Transition Period.  Notwithstanding the
              foregoing, an acquisition of the requisite percentage of voting
              securities in connection with a public offering of securities by
              Garden Fresh for the primary purpose of providing capital
              resources to Garden Fresh shall not be considered a "Change in
              Control" for purposes of this Section 6.4.  A "Qualified
              Position" is an executive officer position with the entity
              surviving the Change in Control, with substantially the same
              responsibilities as those held by the Employee as of the date of
              this Agreement, which position reports directly to the Board of
              Directors of the "Ultimate Parent Entity," as that term is
              defined in the Hart-Scott-Rodino Antitrust Improvements Act of
              1976, of the entity surviving the Change in Control.  Also
              notwithstanding the foregoing, if Garden Fresh determines that
              the amounts payable to Employee under this Agreement, when
              considered together with any other amounts payable to Employee as
              a result of a Change in Control, cause such payments to be
              treated as excess parachute payments within the meaning of
              Section 280G of the Internal Revenue Code, Garden Fresh shall
              reduce the amount payable to Employee under this Section 6.4 to
              an amount that will not subject Employee to the imposition of tax
              under Section 4999 of the Internal Revenue Code.

     7.   Arbitration/Sole Remedy for Breach of Agreement.  In the event of any
          dispute between Garden Fresh and Employee concerning any aspect of
          the employment relationship, including any disputes upon termination,
          all such disputes shall be resolved by binding arbitration before a
          single neutral arbitrator in San Diego.  The arbitrator shall be
          selected from the American Arbitration Association.  The arbitrator
          is bound to rule only on whether or not there has been a violation of
          the terms of this Agreement and to render an award, if any, that is
          consistent with the terms of this Agreement.  Neither party to this
          Agreement is entitled to any legal recourse or rights or remedies
          other than those provided within this Agreement.  The Employee's sole
          remedies for claims arising out of his employment, with the exception
          of workers' compensation remedies, are those set forth in this
          Agreement.  In the event of a termination of employment, the
          arbitrator is limited to a determination of whether or not the
          discharge was for good cause or for other than good cause.  If an
          arbitration is brought for something other than a termination of
          employment, the arbitrator is limited to award contract damages.
          Garden Fresh shall bear the costs of the arbitration, including
          arbitrator's fees and the reasonable fees of one counsel for Employee
          if the dispute primarily relates to the applicability of the
          provisions set forth in Section 6.4.

     8.   Covenant Not to Compete.  Employee agrees that, during Employee's
          employment, and during any period with respect to which payments to
          Employee are made pursuant to Section 5.4 or Section 6, Employee will
          not directly or indirectly compete with Garden Fresh in any way, or
          prepare to compete or assist any other person or entity to compete
          with Garden Fresh in any way, and that Employee will not act as an
          officer, director, employee, consultant, more than one-percent
          shareholder, significant lender, or agent of any other entity which
          is engaged in any business of the same nature as, or in competition
          with, the business in which Garden Fresh is now engaged or in which
          Garden Fresh becomes engaged during the term of Employee's
          employment.

     9.   General Provisions.

          9.1 Payments.  All payments due pursuant to the terms of this
              Agreement shall be delivered in person, or by first-class mail,
              postage prepaid to the last known address of the other party.
              Payments may be in lawful money of the United States, or may be
              made by check, draft or warrant of the paying entity.  Any
              payments made pursuant to Section 5.4 or Section 6 hereof shall
              be made by certified or cashier's check and shall be delivered
              pursuant to the terms of Section 9.2.

          9.2 Notices and Delivery.  Any notices to be given hereunder by
              either party to the other may be effected by either personal
              delivery in writing, or by mail, registered or certified, postage
              prepaid with a return receipt requested.  Mailed notices shall be
              addressed to the other party to the address appearing beneath the
              party's signature on this Agreement, but each party may change
              its address by written notice in accordance with this paragraph.
              Notices shall be deemed communicated as of the date of delivery.

          9.3 Complete Agreement.  Employee acknowledges receipt of this
              Agreement and agrees that this Agreement, along with the
              Proprietary Rights Agreement, represents the entire Agreement
              with Employer concerning the subject matter hereof.  This
              Agreement supersedes any and all other Agreements, either oral or
              in writing, between the parties hereto with respect to the
              matters discussed herein of Employee and contains all of the
              covenants and agreements between the parties with respect to the
              terms and conditions of Employee's employment.  Each party to
              this Agreement acknowledges that no representations, inducements,
              promises or agreements, orally or otherwise, have been made by
              any party or anyone acting on behalf of any party which are not
              embodied herein.

          9.4 Severability.  If any provision of this Agreement is held by a
              court of competent jurisdiction to be invalid, void or
              unenforceable, the remaining provisions shall nevertheless
              continue in full force without being impaired or invalidated in
              any way.

          9.5 Other Benefits.  Any amounts payable under this Agreement, other
              than Base Salary, shall not be deemed salary or other
              compensation for the purpose of computing benefits under any
              pension plan or other arrangement of Garden Fresh for the benefit
              of its employees.

          9.6 No Waiver.  Either party's failure to enforce any provision of
              this Agreement shall not in any way be construed as a waiver of
              any such provision, or prevent that party from thereafter
              enforcing each and every other provision, or prevent that party
              from thereafter enforcing each and every other provision of this
              Agreement.

          9.7 Successors and Assigns.  The rights and obligations of Garden
              Fresh under this Agreement shall enure to the benefit of and
              shall be binding upon the successors and assigns of Garden Fresh.
              Employee shall not be entitled to assign any of his rights or
              obligations under this Agreement.

          9.8 Applicable Law.  This Agreement shall be interpreted, construed,
              governed and enforced in accordance with the laws of the State of
              California.

          9.9 Amendments.  No amendment or modification of the terms or
              conditions of this Agreement shall be valid unless in subsequent
              writing and signed by the parties thereto.

          IN WITNESS WHEREOF, the parties hereto execute this Agreement,
effective as of the date first above written.

EMPLOYEE:                           GARDEN FRESH RESTAURANT CORP.
                                      a Delaware corporation

                                    By:
_______________________                      ________________________________
                                             __________________________

Address: ____________________       Address: Garden Fresh Restaurant Corp.
         ____________________                17180 Bernardo Center Drive
                                             San Diego, CA 92128