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                                                                    EXHIBIT 4(a)

                         MAX & ERMA'S RESTAURANTS, INC.
                             2002 STOCK OPTION PLAN

1. PURPOSE. This plan (the "Plan") is intended as an incentive and to encourage
stock ownership by certain key employees, officers and directors of, and
consultants and advisers who render services to, Max & Erma's Restaurants, Inc.,
a Delaware corporation (the "Company"), and any current or future subsidiaries
or parent of the Company by the granting of stock options (the "Options") as
provided herein. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate employees, officers, directors, consultants and
advisers of training, experience and ability. The Options granted under the Plan
may be either incentive stock options ("ISOs") which meet the requirements of
section 422 of the Internal Revenue Code of 1986, as amended from time to time
hereafter (the "Code"), or options which do not meet such requirements
("Non-Statutory Options").

2. EFFECTIVE DATE. The Board of Directors approved the Plan on December 11, 2001
and the Plan will become effective upon stockholder approval (the "Effective
Date").

3. ADMINISTRATION.

(a) The Plan will be administered by a committee (the "Committee") appointed by
the Board of Directors of the Company (the "Board") which consists of not fewer
than two members of the Board. If any class of equity securities of the Company
is registered under section 12 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), all members of the Committee will be "non-employee
directors" as defined in Rule l6b-3(b)(3)(i) promulgated under the 1934 Act (or
any successor rule of like tenor and effect) and "outside directors" as defined
in section 162(m) of the Code and the regulations promulgated thereunder and
will not be eligible to receive any options under this Plan except pursuant to
paragraph 4(b) of the Plan.

(b) Subject to the provisions of the Plan, the Committee is authorized to
establish, amend and rescind such rules and regulations as it deems appropriate
for its conduct and for the proper administration of the Plan, to make all
determinations under and interpretations of, and to take such actions in
connection with the Plan or the Options granted thereunder as it deems necessary
or advisable. All actions taken by the Committee under the Plan are final and
binding on all persons. No member of the Committee is liable for any action
taken or determination made relating to the Plan, except for willful misconduct.

(c) The Company will indemnify each member of the Committee against costs,
expenses and liabilities (other than amounts paid in settlements to which the
Company does not consent, which consent will not be unreasonably withheld)
reasonably incurred by such member in connection with any action to which he or
she may be a party by reason of service as a member of the Committee, except in
relation to matters as to which he or she is adjudged in such action to be
personally guilty of negligence or willful misconduct in the performance of his
















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or her duties. The foregoing right to indemnification is in addition to such
other rights as the Committee member may enjoy as a matter of law, by reason of
insurance coverage of any kind, or otherwise.

4. ELIGIBILITY.

(a) The Committee may grant Options and Tax Offset Payments, as defined in
paragraph 10, to such key employees of (or, in the case of Non-Statutory Options
only, to directors who are not employees of and to consultants and advisers who
render services to) the Company or its subsidiaries or parent as the Committee
may select from time to time (the "Optionees"); PROVIDED, HOWEVER, that if any
class of equity securities of the Company is registered under section 12 of the
1934 Act, any member of the Board who is not an employee of the Company may not
receive any Option or Tax Offset Payment under the Plan except pursuant to
paragraph 4(b) of the Plan. The Committee may grant more than one Option to an
individual under the Plan.

(b) The Committee may grant Non-Statutory Options to each member of the Board
who is not an employee of the Company as the Committee may select from time to
time. This paragraph 4(b) may not be amended more than once every six months,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended from time to time, or the rules thereunder.

(c) No ISO may be granted to an individual who, at the time an ISO is granted,
is considered under section 422(b)(6) of the Code as owning stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or of its parent or any subsidiary corporation; PROVIDED,
HOWEVER, this restriction will not apply if at the time such ISO is granted the
option price per share of such ISO is at least 110% of the fair market value of
such share, and such ISO by its terms is not exercisable after the expiration of
five years from the date it is granted. This paragraph 4(c) has no application
to Options granted under the Plan as Non-Statutory Options.

(d) The aggregate fair market value (determined as of the date the ISO is
granted) of shares with respect to which ISOs are exercisable for the first time
by any Optionee during any calendar year under the Plan or any other incentive
stock option plan of the Company or a parent or subsidiary of the Company may
not exceed $100,000. This paragraph 4(d) has no application to Options granted
under the Plan as Non-Statutory Options.

5. STOCK SUBJECT TO PLAN. The shares subject to Options under the Plan are the
shares of common stock, $.10 par value, of the Company (the "Shares"). The
Shares issued pursuant to Options granted under the Plan may be authorized and
unissued Shares, Shares purchased on the open market or in a private
transaction, or Shares held as treasury stock. The aggregate number of Shares
for which Options may be granted under the Plan may not exceed 250,000, subject
to adjustment in accordance with the terms of paragraph 13 of the Plan. The
maximum number of Shares for which Options may be granted under the Plan during
the ten year term of the Plan to any one individual may not exceed 125,000
subject to adjustment in accordance with the terms of paragraph 13 of the Plan.
The unpurchased Shares subject to terminated or expired Options may again be
offered under the Plan. The Committee, in its sole discretion, may permit the
exercise of any Option as to full Shares or fractional Shares. Proceeds from the
sale of Shares under Options will be general funds of the Company.

6. TERMS AND CONDITIONS OF OPTIONS.

(a) At the time of grant, the Committee will determine whether the Options
granted will be ISOs or Non-Statutory Options. All Options and Tax Offset
Payments granted will be authorized by the Committee and, within a reasonable
time after the date of grant, will be evidenced by stock option agreements in
writing ("Stock Option Agreements"), in the form and containing such terms and
conditions not inconsistent with the provisions of this Plan as the Committee
may determine. Any action under paragraph 13 may be reflected in an amendment
to, or restatement of, such Stock Option Agreements.

(b) The Committee may grant Options and Tax Offset Payments having terms and
provisions which vary from those specified in the Plan if such Options or Tax
Offset Payments are granted in substitution for, or in connection with the
assumption of, existing options granted by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation,






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acquisition of property or stock, separation, reorganization or liquidation to
which the Company is a party.

7. PRICE. The Committee will determine the option price per Share (the "Option
Price") of each Option granted under the Plan. Notwithstanding the foregoing,
the Option Price of each ISO granted under the Plan may not be less than the
fair market value of a Share on the date of grant of such Option. The date of
grant will be the date the Committee acts to grant the Option or such later date
as the Committee specifies and the fair market value will be determined in
accordance with paragraph 26(c) and without regard to any restrictions other
than a restriction which, by its terms, will never lapse.

8. OPTION PERIOD. The Committee will determine the period during which each
Option may be exercised (the "Option Period"); PROVIDED, HOWEVER, any ISO
granted under the Plan will have an Option Period which does not exceed 10 years
from the date of grant.

9. NONTRANSFERABILITY OF OPTIONS. An Option will not be transferable by the
Optionee otherwise than by will or the laws of descent and distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee or by
the Optionee's guardian or legal representative.

10. TAX OFFSET PAYMENTS. The Committee has the authority and discretion under
the Plan to make cash grants to Optionees to offset a portion of the taxes which
may become payable upon exercise of Non-Statutory Options or on certain
dispositions of Shares acquired under ISOs ("Tax Offset Payments"). In the case
of Non-Statutory Options, such Tax Offset Payments will be in an amount
determined by multiplying a percentage established by the Committee by the
difference between the fair market value of a Share on the date of exercise and
the Option Price, and by the number of Shares as to which the Option is being
exercised. If the Tax Offset

Payment is being made on account of the disposition of Shares acquired under an
ISO, such Tax Offset Payments will be in an amount determined by multiplying a
percentage established by the Committee by the difference between the fair
market value of a Share on the date of disposition, if less than the fair market
value on the date of exercise, and the Option Price, and by the number of Shares
acquired under an ISO of which an Optionee is disposing. The percentage will be
established, from time to time, by the Committee at that rate which the
Committee, in its sole discretion, determines to be appropriate and in the best
interest of the Company to assist Optionees in the payment of taxes. The Company
has the right to withhold and pay over to any governmental entities (federal,
state or local) all amounts under a Tax Offset Payment for payment of any income
or other taxes incurred on exercise.

11. EXERCISE OF OPTIONS.

(a) The Committee, in its sole discretion, will determine the terms and
conditions of exercise and vesting percentages of Options granted hereunder.
Notwithstanding the foregoing or the terms and conditions of any Stock Option
Agreement to the contrary, (i) if the Optionee's employment is terminated as a
result of disability or death, his or her Options will be exercisable to the
extent and for the period specified in paragraph 12(b); (ii) if the Optionee's
employment is terminated other than as a result of disability or death or for
cause, his or her Options will be exercisable to the extent and for the period
specified in paragraph 12(a); (iii) if a merger or similar reorganization or
sale of substantially all of the Company's assets occurs, all outstanding
Options will be exercisable to the extent and for the period specified in
paragraph 13 (b) or paragraph 13(c), whichever paragraph applies; and (iv) if a
change in control occurs, all outstanding Options will be exercisable for the
period specified in paragraph 13(d).

(b) An Option may be exercised only upon delivery of a written notice to the
Committee, any member of the Committee, or any officer of the Company designated
by the Committee to accept such notices on its behalf, specifying the number of
Shares for which it is exercised.

(c) Within five business days following the date of exercise of an Option, the
Optionee or other person exercising the Option will make full payment of the
Option Price in cash or, with the consent of the Committee, (i) by tendering
previously acquired Shares (valued at fair market value, as determined by the
Committee, as of such date of tender and provided such shares have been held at
least six months prior to their tender); (ii) with a full recourse promissory
note of the Optionee for the portion of the Option Price in excess of the par
value of Shares subject to





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the Option, under terms and conditions determined by the Committee; (iii) any
combination of the foregoing; or (iv) if the Shares subject to the Option have
been registered under the Securities Act of 1933, as amended (the "1933 Act"),
and there is a regular public market for the Shares, by delivering to the
Company on the date of exercise of the Option written notice of exercise
together with:

(A) written instructions to forward a copy of such notice of exercise to a
broker or dealer, as defined in section 3(a)(4) and 3(a)(5) of the 1934 Act
("Broker"), designated in such notice and to deliver to the specified account
maintained with the Broker by the person exercising the Option a certificate for
the Shares purchased upon the exercise of the Option, and

(B) a copy of irrevocable instructions to the Broker to deliver promptly to the
Company a sum equal to the purchase price of the Shares purchased upon exercise
of the Option and any other sums required to be paid to the Company under
paragraph 18 of the Plan.

(d) If Tax Offset Payments sufficient to allow for withholding of taxes are not
being made at the time of exercise of an Option, the Optionee or other person
exercising such Option will pay to the Company an amount equal to the
withholding amount required to be made less any amount withheld by the Company
under paragraph 18.

12. TERMINATION OF EMPLOYMENT.

(a) Upon termination of an Optionee's employment with the Company, any parent or
subsidiary of the Company, or any successor corporation to either the Company or
any parent or subsidiary of the Company, other than (i) termination of
employment by reason of death or disability, as defined in paragraph 26(b), or
(ii) termination of employment for cause, as defined in paragraph 26(f), the
Optionee will have 30 days after the date of termination (but not later than the
expiration date of the Stock Option Agreement) to exercise all Options held by
him or her to the extent the same were exercisable on the date of termination;
PROVIDED, HOWEVER, if such termination is a result of the Optionee's retirement
with the consent of the Company and if the Committee, in its sole discretion, so
permits, such Option shall then be exercisable to the extent of 100% of the
Shares subject thereto. The Committee will determine in each case whether a
termination of employment is a retirement with the consent of the Company and,
subject to applicable law, whether a leave of absence is a termination of
employment. The Committee may cancel an Option during the 30-day period after
termination of employment referred to in this paragraph if the Optionee engages
in employment or activities contrary, in the opinion of the Committee, to the
best interests of the Company or any parent or subsidiary of the Company.

(b) Upon termination of employment by reason of death or disability, the
Optionee's personal representative, or the person or persons to whom his or her
rights under the Options pass by will or the laws of descent or distribution,
will have one year after the date of such termination (but not later than the
expiration date of the Stock Option Agreement) to exercise all Options held by
Optionee to the extent the same were exercisable on the date of termination;
PROVIDED, HOWEVER, the Committee, in its sole discretion, may permit the
exercise of all or any portion of any Option granted to such Optionee not
otherwise exercisable.

(c) Upon termination of employment for cause (as defined in paragraph 26(f)),
all Options held by such Optionee will terminate on the date of termination.

13. REORGANIZATION.

(a) If a stock split, stock dividend, combination or exchange of shares,
exchange for other securities, reclassification, reorganization, redesignation
or other change in the Company's capitalization occurs, the Committee will
proportionately adjust or substitute the aggregate number of Shares for which
Options may be granted under this Plan, the number of Shares subject to
outstanding Options and the Option Price of the Shares subject to outstanding
Options to reflect the same. The Committee will make such other adjustments to
the Options, the provisions of the Plan and the Stock Option Agreements as may
be appropriate and equitable, which adjustments may provide for the elimination
of fractional Shares.

(b) In the event of a change of the Company's common stock, $.10 par value,
resulting from a merger or similar









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reorganization as to which the Company is the surviving corporation, or a merger
or similar reorganization involving only a change in the state of incorporation
or an internal reorganization not involving a change in control as defined in
paragraph 26(a), the number and kind of Shares which thereafter may be purchased
pursuant to an Option under the Plan and the number and kind of Shares then
subject to Options granted hereunder and the price per Share thereof will be
appropriately adjusted in such manner as the Board may deem equitable to prevent
dilution or enlargement of the rights available or granted hereunder.

(c) Except as otherwise determined by the Board, a merger or a similar
reorganization which the Company does not survive (other than a merger or
similar reorganization involving only a change in the state of incorporation or
an internal reorganization not involving a change in control as defined in
paragraph 26(a)), or a sale of all or substantially all of the assets of the
Company, will cause every Option hereunder to terminate, to the extent not then
exercised, unless any surviving entity agrees to assume the obligations
hereunder on terms reasonably acceptable to the Board; provided, however, that,
in the case of such a merger or similar reorganization, or such a sale of all or
substantially all of the assets of the Company, if there is no such assumption,
the Board, in its sole discretion, may provide that some or all of the
unexercised portion of any one or more of the outstanding Options will be
immediately exercisable and vested as of such date prior to such merger, similar
reorganization or sale of assets as the Board determines. If the Board makes an
Option fully exercisable under this paragraph 13(c), the Board will notify the
Optionee that the Option will be fully exercisable for a period of thirty (30)
days from the date of such notice, and the Option will terminate upon the
expiration of such period.

(d) If a change in control (as defined in paragraph 26(a)) occurs, all
outstanding Options granted under this Plan will become immediately exercisable
to the extent of 100% of the Shares subject thereto notwithstanding any contrary
waiting or vesting periods specified in this Plan or in any applicable Stock
Option Agreement.

14. SALE OF OPTION SHARES. If any class of equity securities of the Company is
registered pursuant to section 12 of the 1934 Act, any Optionee or other person
exercising the Option who is subject to section 16 of the 1934 Act by virtue of
his or her relationship to the Company shall not sell or otherwise dispose of
the Shares subject to Option unless at least six months have elapsed from the
date of the grant of the Option.

15. RIGHTS AS SHAREHOLDER. The Optionee has no rights as a shareholder with
respect to any Shares covered by an Option until the date of issuance of a stock
certificate to the Optionee for such Shares.

16. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any Option or Stock
Option Agreement confers on any Optionee any right to continue in the employment
or service of the Company or any parent or subsidiary of the Company or
interfere with the right of the Company to terminate such Optionee's employment
or other services at any time. The establishment of the Plan will in no way, now
or hereafter, reduce, enlarge or modify the employment relationship between the
Company or any parent or subsidiary of the Company and the Optionee. Options
granted under the Plan will not be affected by any change of duties or position
as long as the Optionee continues to be employed by the Company or any parent or
subsidiary of the Company.

17. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to the exercise
of an Option, the Committee, in its sole determination, may require the Optionee
to represent in writing that the Shares being purchased are being purchased only
for investment and without any present intent at the time of the acquisition of
such Shares to sell or otherwise dispose of the same.

18. WITHHOLDING TAXES. The Company or any parent or subsidiary of the Company
has the right (a) to withhold from any salary, wages, or other compensation for
services payable by the Company or any parent or subsidiary of the Company to or
with respect to an Optionee, or to demand payment from the Optionee or other
person to whom the Company is delivering certificates for Shares purchased upon
exercise of an Option of, amounts sufficient to satisfy any federal, state or
local withholding tax liability attributable to such Optionee's (or any
beneficiary's or personal representative's) receipt or disposition of Shares
purchased under any Option or (b) to take any such other action as it deems
necessary to enable it to satisfy any such tax withholding obligations. The
Committee, in its sole discretion, may permit an Optionee to elect to have
Shares that would be acquired upon exercise of Options (valued at fair market
value as of the date of exercise) withheld by the Company in satisfaction of
such Optionee's withholding tax liabilities, provided that the shares to be
withheld shall have a fair market value






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on the date the tax is to be determined equal to the minimum statutory
withholding rate which could be withheld on the transaction.

19. EXCHANGES. The Committee may permit the voluntary surrender of all or a
portion of any Option granted under the Plan to be conditioned upon the granting
to the Optionee of a new Option for the same or a different number of Shares as
the Option surrendered, or may require such voluntary surrender as a condition
precedent to a grant of a new Option to such Optionee. Subject to the provisions
of the Plan, such new Option will be exercisable at the then fair market value
of the Shares, during such period and on such other terms and conditions as are
specified by the Committee at the time the new Option is granted. Upon
surrender, the Options surrendered will be cancelled, and the Shares previously
subject to them will be available for the grant of other Options. The Committee
also may grant Tax Offset Payments to any Optionee surrendering such Option for
a new Option.

20. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and exercise of
Options thereunder, and the obligation of the Company to sell and deliver the
Shares under such Options, will be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. Options issued under this Plan are not
exercisable prior to (i) the date upon which the Company has registered the
Shares for which Options may be issued under the 1933 Act and the completion of
any registration or qualification of such Shares under state law, or any ruling
or regulation of any government body which the Company, in its sole discretion,
determines to be necessary or advisable in connection therewith, or (ii) receipt
by the Company of an opinion from counsel to the Company stating that the
exercise of such Options may be effected without registering the Shares subject
to such Options under the 1933 Act or under state or other law.

21. ASSUMPTION. The Plan may be assumed by the successors and assigns of the
Company.

22. EXPENSES. The Company will bear all expenses and costs in connection with
administration of the Plan.

23. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
terminate, amend or modify the Plan at any time without further action on the
part of the shareholders of the Company; PROVIDED, HOWEVER, that (a) no
amendment to the Plan may cause the ISOs granted hereunder to fail to qualify as
incentive stock options under the Code; and (b) any amendment to the Plan which
requires the approval of the shareholders of the Company under the Code, the
regulations promulgated thereunder or the rules promulgated under section 16 of
the 1934 Act will be subject to approval by the shareholders of the Company in
accordance with the Code, such regulations or such rules. No amendment,
modification or termination of the Plan may adversely affect in any manner any
Option previously granted to an Optionee under the Plan without the consent of
the Optionee or the transferee of such Option.

24. TERM OF PLAN. The Plan will become effective on the Effective Date, subject
to the approval of the Plan by the holders of a majority of the shares of stock
of the Company entitled to vote within twelve months of the date of the Plan's
adoption by the Board, and the exercise of all Options granted prior to such
approval will be subject to such approval. The Plan will terminate on the tenth
anniversary of the Effective Date, or such earlier date as may be determined by
the Board. Termination of the Plan, however, will not affect the rights of
Optionees under Options previously granted to them, and all unexpired Options
will continue in force and operation after termination of the Plan except as
they may lapse or terminate by their own terms and conditions.

25. LIMITATION OF LIABILITY. The liability of the Company under this Plan or in
connection with any exercise of an Option is limited to the obligations
expressly set forth in the Plan and in any Stock Option Agreements, and no term
or provision of this Plan or of any Stock Option Agreements will be construed to
impose any further or additional duties, obligations or costs on the Company not
expressly set forth in the Plan or the Stock Option Agreements.

26. DEFINITIONS.

(a) CHANGE IN CONTROL. A "change in control" will be deemed to have occurred if
and when (i) a person, partnership, corporation, trust or other entity
("Person") acquires or combines with the Company, or 50 percent or more of its
assets or earning power, in one or more transactions, and after such acquisition
or combination, less than






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a majority of the outstanding voting shares of the Person surviving such
transaction (or the ultimate parent of the surviving Person) is owned by the
owners of the voting shares of the Company outstanding immediately prior to such
acquisition or combination; or (ii) during any period of two consecutive years
during the term of this Plan, individuals who at the beginning of such period
are members of the Board ("Original Board Members") cease for any reason to
constitute at least a majority of the Board, unless the election of each Board
member who was not an Original Board Member has been approved in advance by
Board members representing at least two-thirds of the Board members then in
office who were Original Board Members.

(b) DISABILITY. The term "disability" means a physical or mental condition
resulting from bodily injury, disease, or mental disorder which renders the
Optionee incapable of continuing the Optionee's usual and customary employment
or service with the Company or any parent or subsidiary of the Company.

(c) FAIR MARKET VALUE. If the Shares are publicly traded, the term "fair market
value" as used in this Plan means (i) the closing price quoted in the Nasdaq
National Market, if the Shares are so quoted, (ii) the last quote reported by
Nasdaq for small-cap issues, if the Shares are so quoted, (iii) the mean between
the bid and asked prices as reported by Nasdaq, if the Shares are so quoted, or
(iv) if the Shares are listed on a securities exchange, the closing price at
which the Shares are quoted on such exchange, in each case at the close of the
date immediately before the Option is granted or, if there be no quotation or
sale on that date, the next preceding date on which the Shares were quoted or
traded. In all other cases, the fair market value will be determined in
accordance with procedures established in good faith by the Committee and with
respect to ISOs, conforming to regulations issued by the Internal Revenue
Service regarding incentive stock options.

(d) KEY EMPLOYEES. The term "key employees" means those executive,
administrative, operational and managerial employees who are determined by the
Committee to be eligible for Options under the Plan.

(e) PARENT AND SUBSIDIARY. The terms "subsidiary" and "parent" as used in the
Plan have the respective meanings set forth in sections 424(f) and (e) of the
Code.

(f) TERMINATION FOR CAUSE. The term "termination of employment for cause" means
termination of employment for (a) the commission of an act of dishonesty,
including but not limited to misappropriation of funds or property of the
Company; (b) the engagement in activities or conduct injurious to the reputation
of the Company; (c) the conviction or entry of a guilty or no contest plea to a
misdemeanor (involving an act of moral turpitude) or a felony; (d) the violation
of any of the terms and conditions of any written agreement the Optionee may
have with the Company or its parent or subsidiary (following 30 days' written
notice from the Company specifying the violation and the employee's failure to
cure such violation within such 30-day period) or (e) any refusal to comply with
the written directives, policies or regulations established from time to time by
the Board.














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