NEITHER THIS OPTION NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER
OR OTHER DISPOSITION OF THIS OPTION OR SAID SHARES MAY BE EFFECTED WITHOUT (i)
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.


Option                                                           No. of
No._                            STOCK OPTION                     Shares _______

                  To Subscribe for and Purchase Common Stock of

                       BOSTON RESTAURANT ASSOCIATES, INC.

     THIS CERTIFIES that, for value received, _______________ (together with any
subsequent transferees of all or any portion of this Option, the "Holder"), is
entitled, upon the terms and subject to the conditions hereinafter set forth, to
subscribe for and purchase from Boston Restaurant Associates, Inc., a Delaware
corporation (hereinafter called the "C
ompany"), at the price hereinafter set
forth in Section 2, up to _______ fully paid and nonassessable shares of the
Company's common stock, $.01 par value per share, subject to adjustment as set
forth in Section 6 (the "Shares"),

     1. Definitions. As used herein the following term shall have the following
meaning:

     "Act" means the Securities Act of 1933 as amended, or a similar Federal
statute and the rules and regulations of the Commission issued under that Act,
as they each may, from time to time, be in effect.

     "Commission" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the securities laws of the United
States.

     "Registration Statement" means a registration statement (other than a
registration statement on Form S-8 solely with respect to employee benefit
plans, or on Form S-4 solely with respect to Rule 145 transactions, or any
successor form or forms used for the purposes specified by such forms) filed by
the Company with the Commission under the Act for a public offering and sale of
securities of the Company.

     "Shares" means the _________ shares of the Company's Common Stock issued or
issuable to the Holder upon the exercise of this Option (or such other number as
adjusted pursuant to Section 6 hereof) and any other shares of Common Stock of
the Company issued with respect to such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations, mergers, consolidations, or
similar events); provided, however, that any shares previously sold by the
Holder to the public pursuant to a registered public offering or Rule 144 under
the Act shall cease to be within the definition of "Shares" as used herein.

     2. Purchase Rights. The purchase rights represented by this Option are
exercisable by the Holder in whole or in part, at any time and from time to time
commencing on the date 


<PAGE>

hereof and ending at 5:00 p.m. on the fifth anniversary of the date hereof at an
exercise price of $_______ per share.

     3. Exercise of Option. (a) Subject to Section 2 above, the purchase rights
represented by this Option may be exercised, in whole or in part and from time
to time, by the surrender of this Option and the duly executed Notice of
Exercise (the form of which is attached as Exhibit A) at the principal office of
the Company and by the payment to the Company, by check, of an amount equal to
the then applicable Option Exercise Price per share multiplied by the number of
Shares then being purchased. Upon exercise, the Holder shall be entitled to
receive, as promptly as possible, a certificate or certificates, issued in the
Holder's name or in such name or names as the Holder may direct, for the number
of Shares so purchased. The Shares so purchased shall be deemed to be issued as
of the close of business on the date on which this Option shall have been
exercised.

     (b) Net Issue Election. The Holder may elect to receive, without the
payment by the Holder of any additional consideration, Shares equal to the value
of this Option or any portion hereof by the surrender of this Option or such
portion to the Company, with the net issue election notice annexed hereto duly
executed, at the office of the Company. Thereupon, the Company shall issue to
the Holder such number of fully paid and nonassessable Shares as is computed
using the following formula:

                                  X = Y (A-B)
                                      -------
                                        A

where X = the number of Shares to be issued to the Holder pursuant to this 
          Section 3(b).

      Y = the number of Shares covered by this Option in respect of which the
          net issue election is made pursuant to this Section 3(b).

      A = the fair market value of one share of Common Stock, as determined
          in good faith by the Board of Directors of the Company, as at the 
          time the net issue election is made pursuant to this Section 3(b).

      B = the exercise price in effect under this Option at the time the net
          issue election is made pursuant to this Section 3(b).

The Board of Directors of the Company shall promptly respond in writing to an
inquiry by the Holder as to the fair market value of one share of Common Stock.

     4. Shares to be Issued; Reservation of Shares. The Company covenants that
the Shares that may be issued upon the exercise of the purchase rights
represented by this Option will, upon issuance, be fully paid and nonassessable,
and free from all liens and charges with respect to the issue thereof. During
the period within which the purchase rights represented by the Option may be
exercised, the Company will at all times have authorized and reserved, for the
purpose of issuance upon exercise of the purchase rights represented by this
Option, a sufficient number of shares of its Common Stock to provide for the
exercise of the right represented by this Option.

     5. No Fractional Shares. No fractional shares shall be issued upon the
exercise of this Option. In lieu thereof, a cash payment shall be made equal to
such fraction multiplied by the fair market value of such shares of Common
Stock, as determined in good faith by the Company's Board of Directors.


                                      -2-
<PAGE>


     6. Adjustments of Option Purchase Price and Number of Shares. If there
shall be any change in the Common Stock of the Company through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other change in the corporate structure of the Company, appropriate adjustments
shall be made by the Board of Directors of the Company (or if the Company is not
the surviving corporation in any such transaction, the Board of Directors of the
surviving corporation) in the aggregate number and kind of shares subject to
this Option, and the number and kind of shares and the price per share then
applicable to shares covered by the unexercised portion of this Option.

     7. Piggyback Registration Rights. The Company agrees as follows:

     (a) If the Company shall determine to register any shares of its Common
Stock under the Act at any time and in connection therewith the Company may
lawfully register any of the Shares, the Company will promptly give written
notice thereof to the Holder. Upon the written request of the Holder within 30
days after receipt of any such notice from the Company, the Company will, except
as herein provided, cause all of the Shares which the Holder has requested to be
registered to be included in such Registration Statement, all to the extent
requisite to permit the sale or other disposition of the Shares. However nothing
herein shall prevent the Company from at any time abandoning or delaying any
registration.

     (b) If any shares registered pursuant to this Section 7 shall be included
in an underwritten public offering in whole or in part, the Company may require
that the Shares requested for inclusion hereunder be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters. If and in the event that the managing underwriter
of such public offering shall be of the opinion that inclusion of all of the
Shares would adversely affect the marketing of the securities to be sold by the
Company therein, then the number of Shares otherwise to be included in the
underwritten public offering may be reduced on a pro rata basis with the shares
proposed to be included in such offering by any other selling shareholder
(exclusive of the Company).


     8. Registration Procedures. If and whenever the Company is required by the
provisions of Section 7 to effect the registration of the Shares under the Act,
the Company will:

     (a) prepare and file with the Commission a Registration Statement with
respect to such securities, and use its best efforts to cause such Registration
Statement to become and remain effective for such period as may be reasonably
necessary to effect the sale of such securities, not to exceed nine months;

     (b) prepare and file with the Commission such amendments to such
Registration Statement and supplements to the prospectus contained therein as
may be necessary to keep such Registration Statement effective for such period
as may be reasonably necessary to effect the sale of such Shares, not to exceed
nine months;

     (c) furnish to the Holder participating in such registration and to the
underwriters of the securities being registered such reasonable number of copies
of the Registration Statement, preliminary prospectus, final prospectus and such
other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities;

     (d) use its best efforts to register or qualify the securities covered by
such Registration Statement under the state securities or blue sky laws of such
jurisdictions as the 

                                      -3-
<PAGE>

Holder may reasonably request within 20 days following the original filing of
such Registration Statement, except that the Company shall not for any purpose
be required to execute a general consent to service of process or to qualify to
do business as a foreign corporation in any jurisdiction wherein it is not so
qualified;

     (e) notify the Holder promptly after it shall receive notice thereof, of
the time when such Registration Statement has become effective or a supplement
to any prospectus forming a part of such registration statement has been filed;

     (f) notify the Holder promptly of any request by the Commission for the
amending or supplementing of such Registration Statement or prospectus or for
additional information;

     (g) prepare and promptly file with the Commission and promptly notify the
Holder of the filing of such amendment or supplement to such Registration
Statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Act, any event shall have occurred as the
result of which any such prospectus or any other prospectus as then in effect
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading;

     (h) advise the Holder promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued; and

     (i) furnish on the effective date of the Registration Statement to the
Holder and any underwriters, at the closing provided for in the underwriting
agreement, an opinion of counsel for the Company and a letter from the
independent certified public accountants for the Company, in form and substance
customary for similar offerings.

     9. Expenses. All expenses in connection with, or incidental to, the
preparation and filing of any Registration Statement pursuant to Section 7
hereof, any registration or qualification under securities or blue sky laws of
states in which the offering will be made, and any filing fee of the National
Association of Securities Dealers, Inc. ("NASD") relating to such offering,
shall be borne by the Company (the "Company Obligations"); provided, however,
that the Holder shall bear its pro rata share of the underwriting discount and
commissions and transfer taxes, all reasonable documented fees and disbursements
of Holder's counsel, and, to the extent required by applicable state securities
laws and NASD rules and regulations, all legal fees and disbursements and other
expenses of complying with state securities or blue sky laws of any
jurisdictions in which the Shares to be offered are to be registered or
qualified.

     10. Indemnification.

     (a) The Company will indemnify and hold harmless the Holder and any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls such Holder or such underwriter within the meaning of the Act, from and
against, and will reimburse such Holder and each such underwriter and
controlling person with respect to, any and all loss, damage, liability, cost
and expense to which such Holder or any such underwriter or controlling person
may become subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of 

                                      -4-
<PAGE>

any material fact contained in any Registration Statement, any prospectus
contained therein or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, damage, liability, cost or expense arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
so made in conformity with information furnished by such Holder, such
underwriter or such controlling person in writing specifically for use in the
preparation thereof.

     (b) The Holder will indemnify and hold harmless the Company, its directors
and officers, any underwriter and any controlling person of such underwriter
from and against, and will reimburse the Company, underwriter or controlling
person with respect to, any and all loss, damage, liability, cost or expense to
which the Company, any underwriter or any controlling person thereof may become
subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue or alleged untrue
statement of any material fact contained in any Registration Statement, any
prospectus contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was so made in
reliance upon written information furnished by such Holder specifically for use
in the preparation thereof. The maximum liability for indemnification hereunder
of the Holder shall not exceed, in the aggregate, the aggregate dollar amount of
gross proceeds received by the Holder on account of the Shares which are
included in a Registration Statement pursuant to Section 7.

     11. Rights and Obligations Survive Exercise and Expiration of Option. The
rights and obligations of the Company and the Holder set forth in Sections 7, 8,
9 and 10 shall survive the exercise and expiration of this Option.

     12. No Rights as Shareholders. This Option does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to
exercise of this Option and the payment for the Shares so purchased.
Notwithstanding the foregoing, the Company agrees to transmit to the Holder such
information, documents and reports as are generally distributed to holders of
the capital stock of the Company concurrently with the distribution thereof to
the shareholders. Upon valid exercise of this Option and payment for the Shares
so purchased in accordance with the terms of the Option, the Holder or the
Holder's designee, as the case may be, shall be deemed a shareholder of the
Company.

     13. Sale or Transfer of the Option; Legend. The Option and the Shares shall
not be sold or transferred unless either (i) they first shall have been
registered under the Act, or (ii) the Company first shall have been furnished
with an opinion of legal counsel satisfactory to the Company to the effect that
such sale or transfer is exempt from the registration requirements of the Act.
Each certificate representing any Option shall bear the legend set out on page 1
hereof. Each certificate representing any Shares shall bear a legend
substantially in the following form, as appropriate:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
          DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
          WITHOUT AN EFFECTIVE

                                      -5-
<PAGE>

          REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
          SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
          UNDER THE SECURITIES ACT OF 1933.

Such Option and Shares may be subject to additional restrictions on transfer
imposed under applicable state and federal securities law.

     14. Modifications and Waivers. This Option may not be changed, waived,
discharged or terminated except by an instrument in writing signed by the party
against which enforcement of the same is sought.

     15. Notices. Any notice, request or other document required or permitted to
be given or delivered to the Holder or the Company shall be delivered, or shall
be sent by certified or registered mail, postage prepaid, to the Holder at its
address shown on the books of the Company or to the Company at the address
indicated therefor on the signature page of this Option, or, if different, at
the principal office of the Company.

     16. Loss, Theft, Destruction or Mutilation of Option. The Company covenants
with the Holder that upon its receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Option or any
stock certificate and, in the case of any such loss, theft or destruction, of an
indemnity or security reasonably satisfactory to it, and upon reimbursement to
the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Option or stock certificate, if mutilated, the Company
will make and deliver a new Option or stock certificate, of like tenor, in lieu
of the lost, stolen, destroyed or mutilated Option or stock certificate.

     17. Representations and Warranties of Holder. By accepting thisOption, the
Holder represents and warrants that the Holder is acquiring this Option and the
Shares for such Holder's own account, for investment and not with a view to, or
for sale in connection with, any distribution thereof or any part thereof.
Holder represents and warrants that such Holder is (a) experienced in the
evaluation of businesses similar to the Company, (b) is able to fend for
himself, herself or itself in the transactions contemplated by thisOption, (c)
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Company, (d)
has the ability to bear the economic risks of an investment in the Company, (e)
has been furnished with or has had access to such information as is specified in
subparagraph (b)(2) of Rule 502 promulgated under the Act and (f) has been
afforded the opportunity to ask questions of and to receive answers from the
Company and to obtain any additional information necessary to make an informed
investment decision with respect to an investment in the Company.

     18. Binding Effect on Successors. This Option shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company relating to the Shares issuable upon exercise of this Option shall
survive the exercise and termination of this Option and all of the covenants and
agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder.

     19. Governing Law. This Option shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.


                                      -6-

<PAGE>

     IN WITNESS WHEREOF, BOSTON RESTAURANT ASSOCIATES, INC. has caused this
Option to be executed under seal by its officer thereunto duly authorized.

ORIGINAL ISSUANCE DATE:


                                BOSTON RESTAURANT
                                ASSOCIATES, INC.



                                By: ____________________________
                                    Name:
                                    Title:

                                      -7-

<PAGE>

                                   EXHIBIT A


                               NOTICE OF EXERCISE
                              -------------------

To: BOSTON RESTAURANT ASSOCIATES, INC.

     1. The undersigned hereby elects to purchase ____________ shares of Common
Stock of BOSTON RESTAURANT ASSOCIATES, INC. pursuant to the terms of the
attached Option, and tenders herewith payment of the purchase price of such
shares in full.

     2. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name or names as are specified
below.

     3. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.
The undersigned further represents that such shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act of 1933, as amended, or (ii) the Company first shall have been
furnished with an opinion of legal counsel reasonably satisfactory to the
Company to the effect that such sale or transfer is exempt from the registration
requirement.

     4. In the event of partial exercise, please issue an appropriate Option
exercisable into the remaining shares.



                                            -------------------------------
                                            (Name)

                                            -------------------------------
                                            (Address)

                                            -------------------------------
                                            (Signature)

                                            -------------------------------
                                            (Date)


                                      -8-
<PAGE>

                           NET ISSUE ELECTION NOTICE


TO: _________________                        DATE: __________________________


     The undersigned hereby elects under Section 3(b) to surrender the right to
purchase ______ shares of Common Stock pursuant to thisOption. The
certificate(s) for the shares issuable upon such net issue election shall be
issued in the name of the undersigned or as otherwise indicated below.


                                            -------------------------------
                                            Signature


                                            -------------------------------
                                            Name for Registration


                                            -------------------------------
                                            Mailing Address



                                       -9-