BOSTON RESTAURANT ASSOCIATES, INC.

                 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
                      AS AMENDED THROUGH OCTOBER 18, 1996

     1. Purpose. The purpose of this 1994 Non-Employee Director Stock Option
Plan is to attract and retain the services of experienced and knowledgeable
independent directors of Boston Restaurant Associates, Inc. (the "Corporation")
for the benefit of the Corporation and its stockholders and to provide
additional incentives for such independent directors to continue to work for the
best interests of the Corporation and its stockholders through continuing
ownership of its common stock.

     2. Definitions. As used herein, each of the following terms has the
indicated meaning:

     "Code" is the Internal Revenue Code of 1986, as it may be amended from time
to time.

     "Corporation" means Boston Restaurant Associates, Inc.

     "Fair Market Value" means the last sale price of the Shares as reported on
the NASDAQ Small-Cap Market or on a national securities exchange on which the
Shares may be traded on the date of the granting of the Option. If the Shares
are not publicly traded, the fair market value shall mean the fair market value
of the Shares as determined by the Board of Directors.

     "Option" means the contractual right to purchase Shares upon the specific
terms set forth in this Plan.

     "Option Exercise Period" means the period commencing on the date of grant
of an Option pursuant to this Plan and ending ten years from the date of grant.

     "Plan" means this Boston Restaurant Associates, Inc. 1994 Non-Employee
Director Stock Option Plan.

     "Shares" means the Common Stock, $.01 par value, of the Corporation.

     3. Stock Subject to the Plan. The aggregate number of Shares that may be
issued and sold under the Plan shall be 500,000 shares. The Shares to be issued
upon exercise of Options granted under this Plan shall be made available, at the
discretion of the Board of Directors, from (i) treasury Shares and/or Shares
reacquired by the Corporation for such purposes, including Shares purchased in
the open market, (ii) authorized but unissued Shares, and (iii) Shares
previously reserved for issuance upon exercise of Options which have expired or
been terminated. If any Option granted under this Plan shall expire or terminate
for any reason without having been exercised in full, the unpurchased Shares
covered thereby shall become available for grant as additional Options under the
Plan so long as it shall remain in effect.

     4. Administration of the Plan. The Plan shall be administered by the Board
of Directors of the Corporation (the "Board"). The Board shall, subject to the
provisions of the Plan, grant options under the Plan and shall have the power to
construe the Plan, to determine all questions as to eligibility, and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable. The Board may delegate any and all of its authority
hereunder to one or more Committees of the Board.


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     5. Eligibility; Grant of Options. Each director who is not then an employee
of the Corporation or affiliated with any holder of more than 5% of the
outstanding voting stock of the Corporation ("Eligible Directors") shall
automatically be granted an Option to purchase 10,000 shares of Common Stock
under the Plan on March 15 and September 15 of each year commencing on March 15,
1996. In addition, Eligible Directors shall automatically be granted an
additional Option to purchase 10,000 shares of Common Stock under the Plan upon
having served as a member of the Board of Directors for five consecutive years.

     6. Terms of Options and Limitations Thereon.

     (a) Option Agreement. Each Option granted under this Plan shall be
evidenced by an option agreement between the Corporation and the Option holder
and shall be upon such terms and conditions not inconsistent with this Plan as
the Board may determine. Each Option shall explicitly state that it is not
intended to be an "incentive stock option" as that term is defined in Section
422 of the Code.

     (b) Price. The price at which any Shares may be purchased pursuant to the
exercise of an Option shall be the Fair Market Value of the Shares on the date
of grant, but in no event shall the price be less than the par value of the
Shares.

     (c) Exercise of Options. Subject to Paragraph 7 of this Plan, each Option
granted under this Plan may be exercised in full at one time or in part from
time to time only during the Option Exercise Period by the giving of written
notice, signed by the person or persons exercising the Option, to the
Corporation stating the number of Shares with respect to which the Option is
being exercised, accompanied by full payment for such Shares pursuant to section
7(b) hereof; provided however, (i) if a person to whom an Option has been
granted is permanently disabled or dies during the Option Exercise Period, the
portion of such Option then exercisable, as provided in Paragraph 7(a) shall be
exercisable by him or her or by the executors, administrators, legatees or
distributees of his or her estate during the twelve (12) months following his or
her or death or permanent disability and, (ii) if a person to whom an Option has
been granted ceases to be a director of the Corporation for any cause other than
death or permanent disability, the portion of Option then exercisable shall be
exercisable during the thirty (30) day period following the date such person
ceased to be a director, but, in any event, only to the extent vested pursuant
to Paragraph 7(a) hereof.

     (d) Non-Assignability. No Option or right or interest in an Option shall be
assignable or transferable by the holder except by will or the laws of descent
and distribution and during the lifetime of the holder shall be exercisable only
by him or her.

     7. Vesting; Payment.

     (a) Options granted under this Plan shall vest in full and may be exercised
in full or in part any time during the Option Exercise Period, commencing six
months after the date of grant.

     (b) The purchase price of Shares upon exercise of an Option shall be paid
by the Option holder in full upon exercise and may be paid (i) in cash, (ii) by
delivery of Shares having a Fair Market Value on the date of exercise equal to
the purchase price, or (iii) any combination of cash and Shares, as the Board
may determine.

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     (c) No Shares shall be issued or transferred upon exercise of any Option
under this Plan unless and until all legal requirements applicable to the
issuance or transfer of such shares and such other requirements as are
consistent with the Plan have been complied with to the satisfaction of the
Board, including without limitation those described in Paragraph 10 hereof.

     8. Stock Adjustments.

     (a) If the Corporation is a party to any merger or consolidation, any
purchase or acquisition of property or stock, or any separation, reorganization
or liquidation, the Board (or, if the Corporation is not the surviving
corporation, the Board of Directors of the surviving corporation) shall have the
power to make arrangements, which shall be binding upon the holders of unexpired
Options, for the substitution of new options for, or the assumption by another
corporation of, any unexpired Options then outstanding hereunder.

     (b) If by reason of recapitalization, reclassification, stock split-up,
combination of shares, separation (including a spin-off) or dividend on the
Stock payable in Shares, the outstanding Shares of the Corporation are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Corporation, the Board shall conclusively
determine the appropriate adjustment in the exercise prices of outstanding
Options and in the number and kind of shares as to which outstanding Options
shall be exercisable.

     (c) In the event of a transaction of the type described in Paragraphs (a)
and (b) above, the total number of Shares on which Options may be granted under
this Plan shall be appropriately adjusted by the Board.

     9. No Rights Other Than Those Expressly Created. No person affiliated with
the Corporation or other person shall have any claim or right to be granted an
Option hereunder. Neither this Plan nor any action taken hereunder shall be
construed as (i) giving any Option holder any right to continue to be affiliated
with the Corporation, (ii) giving any Option holder any equity or interest of
any kind in any assets of the Corporation, or (iii) creating a trust of any kind
or a fiduciary relationship of any kind between the Corporation and any such
person. No Option holder shall have any of the rights of a stockholder with
respect to Shares covered by an Option until such time as the Option has been
exercised and Shares have been issued to such person.

     10. Miscellaneous.

     (a) Withholding of Taxes. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of an Option to, or exercise of an Option by, a holder. The
Corporation may require, as a condition to the exercise of an Option, that the
recipient pay the Corporation, at such time as the Board determines, the amount
of any taxes which the Board may determine is required to be withheld.

     (b) Securities Law Compliance. Upon exercise of an Option, the holder shall
be required to make such representations and furnish such information as may, in
the opinion of counsel for the Corporation, be appropriate to permit the
Corporation to issue or transfer the Shares in compliance with the provisions of
applicable federal or state securities laws. The Corporation, in its discretion,
may postpone the issuance and delivery of Shares upon any exercise of an Option
until completion of such registration or other qualification of such Shares
under any federal or state laws, or stock exchange listing, as the Corporation
may consider appropriate. The Corporation is not obligated to register or
qualify the Shares under federal or 


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<PAGE>

state securities laws and may refuse to issue such Shares if neither
registration nor exemption therefrom is practical. The Board may require that
prior to the issuance or transfer of any Shares upon exercise of an Option, the
recipient enter into a written agreement to comply with any restrictions on
subsequent disposition that the Board or the Corporation deems necessary or
advisable under any applicable federal and state securities laws. Certificates
representing the Shares issued hereunder may be legended to reflect such
restrictions.

     (c) Indemnity. The Board shall not be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with its responsibilities with respect to the Plan, and the Corporation hereby
agrees to indemnify the members of the Board, in respect of any claim, loss,
damage, or expense (including counsel fees) arising from any such act, omission,
interpretation, construction or determination to the full extent permitted by
law.

     11. Effective Date; Amendment; Termination.

     (a) The effective date of this Plan shall be the date of the approval of
stockholders of the Corporation holding at least a majority of the voting stock
of the Corporation.

     (b) The date of grant of any Option granted hereunder shall be the date
upon which the Eligible Director to whom the Option is granted becomes a
director of the Company.

     (c) The Board, or any Committee who has been delegated the authority to do
so, may at any time, and from time to time, amend, suspend or terminate this
Plan in whole or in part. Provided however, that so long as there is a
requirement under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, for stockholder approval of a Plan and certain amendments thereto, any
such amendment which (i) materially increases the number of Shares which may be
subject to Options granted under the Plan, (ii) materially increases the
benefits accruing to participants in the Plan, or (iii) materially modifies the
requirement for eligibility to participate in the Plan, shall be subject to
stockholder approval, to the extent so required under said Rule; and provided
further that the Plan may not be modified more often than once every six months
to materially modify (i) the requirements for eligibility under the Plan, (ii)
the timing of the grants of Options under the Plan or (iii) the number of Shares
subject to Options to be granted under the Plan. Except as provided herein, no
amendment, suspension or termination of this Plan may adversely affect the
rights of any person under an Option that has been granted to such person
without such person's consent.

     (d) This Plan shall terminate ten years from its effective date, and no
Option shall be granted under this Plan thereafter, but such termination shall
not affect the validity of Options granted prior to the date of termination.

Date of Board of Director Adoption: March 8, 1996

Date of Stockholder Adoption: October 18, 1996



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