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                                  EXHIBIT 10.22


                                  EXHIBIT A TO
                              EXECUTIVE CONSULTING
                                    AGREEMENT


                             STOCK OPTION AGREEMENT



                  STOCK OPTION AGREEMENT (this "Agreement")  effective as of the
1st day of May, 2000 between ARTHUR  TREACHER'S  INC., a Utah  corporation  with
offices at 7400  Baymeadows  Way,  Suite 300,  Jacksonville,  Florida 32255 (the
"Corporation"),  and  RALPH  J.  SORRENTINO  (the  "Optionee")  residing  at 407
Blauvelt Road, Pearl River, New York 10965

                              W I T N E S S E T H:
                               - - - - - - - - - -


                  WHEREAS,  an  affiliate  of  the  Optionee  is  executing  and
delivering   contemporaneously  with  this  Agreement  an  Executive  Consulting
Agreement (the "Consulting  Agreement")  which provides for, among other things,
the  requirement  that the  Corporation  issue to the Optionee  stock options to
acquire shares of the Corporation's  common stock, par value $.37 per share (the
"Common Stock"); and

                  WHEREAS,   the  Optionee  is  executing  and   delivering  the
Consulting  Agreement for the purpose of confirming his  intention,  as the sole
stockholder of such affiliate, to cause such affiliate to perform the Consulting
Agreement; and

                  WHEREAS, the parties desire to set forth the terms and
conditions of the stock options in this Agreement;

                  NOW,    THEREFORE,    in    consideration    of   the   mutual
representations,  warranties,  covenants and  agreements  set forth herein,  the
parties hereby agree as follows:


                                    ARTICLE I
                                GRANT OF OPTIONS


                  Section 1.1       Grant of Option




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                  On and as of the date hereof, the Corporation
irrevocably grants to the Optionee stock options to purchase



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5,000,000  shares of the Common Stock (any such shares,  the "Shares")  upon the
terms and conditions set forth herein (the "Options").

                  Section 1.2       Exercise Price

                  Subject  only to the terms of Section  2.3 of this  Agreement,
the exercise price shall be $.37 per Share without



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commission or other charge (the "Exercise  Price").  The Special  Exercise Price
described in Section 2.3 of this Agreement  shall be $.01 without  commission or
other charge.

                  Section 1.3       Adjustments in Options

                  In the event of a stock split, stock dividend,  combination of
shares or similar  event or in the event that the  outstanding  shares of Common
Stock subject to the Options are,  from time to time,  changed into or exchanged
for a different  number or kind of shares of Common Stock or other securities of
the  Corporation  by  reason  of  a  merger,  consolidation,   recapitalization,
reclassification,  or otherwise,  the Corporation  shall make an appropriate and
equitable  adjustment in the number and kind of shares or other consideration as
to  which  the  Options,   or  portions  thereof  then  unexercised,   shall  be
exercisable.


                                   ARTICLE II
                            PERIOD OF EXERCISABILITY


                  Section 2.1       Exercisability

                  The Options are fully vested  immediately  upon the  execution
and delivery of this  Agreement,  subject only to the forfeiture  provisions set
forth in Section 2.2 of this  Agreement.  The Options  shall remain  exercisable
until  5:00 p.m.  New York  City time on  September  30,  2007 (the  "Expiration
Date").

                        Section 2.2 Forfeiture of Options

                  In the  event  the  retention  of RJS  Consulting  Corp.  (the
"Executive")  under the Consulting  Agreement is terminated by the Executive for
any  reason  other than Good  Reason (as such term is defined in the  Consulting
Agreement)  or by the  Corporation  for Cause (as such  term is  defined  in the
Consulting  Agreement)  at any time prior to October 1, 2002,  then the Optionee
shall  forfeit that number of Options (to the extent not  previously  exercised)
equal to the product of 100,000  times the number of months  between the Date of
Termination (as such term is defined in the Consulting Agreement) and October 1,
2002. Any such forfeited Options shall be deemed null and void.

                  Section 2.3       Special Exercises

                  (a) Notwithstanding any other provision of this Agreement,  in
the event the  retention  of the  Executive  under the  Consulting  Agreement is
terminated by the Executive for Good Reason, or is terminated by the Corporation
without  Cause,  the Optionee may exercise all  outstanding  Options at any time
before the  Expiration  Date at the Special  Exercise Price set forth in Section
1.2 of this Agreement.

                  (b)      Notwithstanding any other provision of this
Agreement, in the event the retention of the Executive under the
Consulting Agreement is terminated by reason of the death or




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Disability  (as  such  term  is  defined  in the  Consulting  Agreement)  of the
Optionee,  the Options shall remain  exercisable  through the Expiration Date at
the Exercise Price.


                                   ARTICLE III
                               EXERCISE OF OPTION

                  Section 3.1       Persons Eligible to Exercise

                  During the Optionee's lifetime, only the Optionee may exercise
the  Options.  After the death or  Disability  (as such term is  defined  in the
Consulting  Agreement) of the Optionee and prior to the close of business on the
Expiration  Date,  the  Options  may be  exercised  by the  Optionee's  personal
representative,  conservator,  or by any  person  empowered  to do so under  the
Optionee's will or under the then  applicable laws of descent and  distribution.
The party  entitled to exercise  the Options  shall be referred to herein as the
"Exercising Party."

                  Section 3.2       Partial Exercise

                  The  Options  or  any  exercisable   portion  thereof  may  be
exercised  in whole or in part at any time prior to the close of business on the
Expiration Date.

                  Section 3.3       Manner of Exercise

                  The  Options  may be  exercised  solely by  delivering  to the
Corporation  all  of the  following  prior  to  the  close  of  business  on the
Expiration Date:

                  (a)      Notice in writing signed by the Exercising Party,
stating the number of Shares with respect to which the Options
are exercised;

                  (b) Full  payment  (in  cash,  by  check  or by a  combination
thereof) for the Shares with respect to which such Options or portion thereof is
exercised, at either the Exercise Price or the Special Exercise Price, whichever
applies;

                  (c)      In the event that the Exercising Party is not the
Optionee, appropriate proof, in the reasonable judgment of the
Corporation, of the right of such person to exercise the Options;
and

                  (d) The Corporation covenants to provide to the Optionee, upon
Optionee's or Optionee's  representative's request, a loan to enable Optionee to
exercise  the  Options  hereunder.  Any such loan  shall have a term of ten (10)
business days and shall be interest-free.

                  Section 3.4       Shares to be Issued

                  The Shares  deliverable  upon the exercise of the Options,  or
any  portion  thereof,  shall be fully paid and  nonassessable.  Promptly  after
proper exercise of the Options or any portion  thereof,  the  Corporation  shall
deliver to the


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Optionee one or more stock  certificates  for the  appropriate  number of Shares
issued in connection with such exercise.  The Corporation  shall not deduct from
or withhold any Shares issuable pursuant hereto on account of any Federal, State
or local income or other taxes.

                  Section 3.5       No Rights as Stockholder

                  Neither  the  Optionee  nor any  Exercising  Party  shall be a
stockholder of the  Corporation as to any Shares covered by the Options prior to
the exercise of the Options.


                                   ARTICLE IV
                               REGISTRATION RIGHTS

                  Section 4           Registration of Securities

                  (a) If, at any time the  Corporation  proposes to register any
of its securities  under the Securities Act of 1933, as amended (the "Securities
Act")  other than in  connection  with a merger or pursuant to Form S-8 or other
comparable form, it will give written notice by registered mail, at least thirty
(30) days prior to the filing of any such registration statement, pre- effective
or  post-effective  amendment  thereto (the  "Registration  Statement"),  to the
Optionee of its  intention  to do so. If the Optionee  notifies the  Corporation
within  twenty  (20) days  after  receipt  of any such  notice of his  desire to
include the Shares purchased pursuant to this Agreement and owned by him in such
proposed Registration  Statement,  the Corporation shall afford the Optionee the
opportunity to have all or any of his shares  registered under such Registration
Statement.  However,  there  can  be no  assurance  that  the  Corporation  will
effectuate any public offering of its securities.

                  If the  managing  underwriter  in such  underwritten  offering
shall advise the Corporation that it declines to include a portion or all of the
Shares requested by the Optionee or its Permitted  Assignee  (collectively,  the
"Holders") in the  Registration  Statement,  then (i) registration of all of the
Shares  sold in  connection  with the  Offering  shall  be  excluded  from  such
Registration  Statement on the condition that all securities to be registered by
other selling security holders,  if any, are also excluded and (ii) registration
of a portion of such Shares shall be excluded if such portion is allocated among
the  Optionee  and any other  selling  security  holders  in  proportion  to the
respective  numbers of securities to be registered by each such Holder and other
selling security holder.  In such event the Corporation  shall give the Optionee
prompt notice of the number of Shares excluded.

                  Notwithstanding  the  provisions  of this  Section  4(a),  the
Corporation  shall have the right at any time after it shall have given  written
notice pursuant to this Section  (irrespective  of whether a written request for
inclusion  of the  Shares  shall  have been  made) to elect not to file any such
proposed  registration  statement,  or to withdraw the same after the filing but
prior to the effective date thereof.




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                  (b)  In  the  case  of  each  registration   effected  by  the
Corporation  pursuant to Section 4(a), the Corporation will keep the Optionee or
its  Permitted  Assignee  advised  in  writing  as to  the  initiation  of  each
registration  and as to the  completion  thereof.  As used  in  this  Agreement,
"Permitted  Assignee"  shall mean an  "affiliate"  of the Optionee as defined in
Rule 144 of the  Securities Act or any other  transferee  pursuant to a transfer
made in compliance with  applicable  state and federal  securities  laws. At its
expense, the Corporation will:

                  (i)      Keep such  registration  effective  for a period of 9
                           months  or  until  the  Optionee  or  his   Permitted
                           Assignee has completed the distribution  described in
                           the   Registration    Statement   relating   thereto,
                           whichever occurs later.

                  (ii)     Furnish  such  number  of   prospectuses   and  other
                           documents  incident  thereto as the  Optionee  or its
                           Permitted  Assignee from time to time may  reasonably
                           request.

                  (c)      Indemnification will be furnished as follows:

                  (i)      The Corporation will indemnify the Optionee and
                           any Permitted Assignees whose Shares are included
                           in any registration when registration has been
                           effected pursuant to paragraph (a), and each
                           underwriter, if any, and each person who controls
                           any underwriter within the meaning of the
                           Securities Act or the Securities Exchange Act of
                           1934, as amended (the "Exchange Act") against all
                           claims, losses, damages and liabilities (or
                           actions in respect thereof) arising out of or
                           based on any untrue statement (or alleged untrue
                           statement) of a material fact contained in any
                           registration statement or prospectus incident to
                           any such registration or based on any omission (or
                           alleged omission) to state therein a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, provided
                           that the Corporation will be not be liable in any
                           such case to the extent that any such claim, loss,
                           damage, liability or expense arises out of or is
                           based on any untrue statement or omission based
                           upon information furnished to the Corporation by
                           the Optionee or a Permitted Assignee whose Shares
                           are included in such registration or by any
                           underwriter specifically for use herein.

                  (ii)     The Optionee and each Permitted Assignee will, if
                           Shares held by them are included in the securities
                           as to which such registration is being effected,
                           indemnify the Corporation, each of its directors,
                           and officers and counsel and each underwriter, if
                           any, of the Corporation's securities covered by
                           the Registration Statement, each person who
                           controls the Corporation or such underwriter




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                           within  the  meaning  of the  Exchange  Act  and  the
                           Securities   Act  and  the  rules   and   regulations
                           thereunder,  each other stockholder  participating in
                           such distribution and each of his officers, directors
                           and partners,  and each person controlling such other
                           stockholder,  against all claims, losses, damages and
                           liabilities (or actions in respect  thereto)  arising
                           out of or based on any untrue  statement  (or alleged
                           untrue statement) of a material fact contained in any
                           such  registration  statement,   prospectus,  or  any
                           omission  (or alleged  omission)  to state  therein a
                           material fact required to be stated  therein in order
                           to make the statements therein 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)  is  made  in  such
                           document  in  reliance  upon and in  conformity  with
                           information  furnished  to  the  Corporation  by  the
                           Optionee and each Permitted  Assignee,  including the
                           information  set forth in this  Agreement;  provided,
                           however,  that the  obligations  of the  Optionee and
                           each Permitted Assignee hereunder shall be limited to
                           an  amount  equal to the  proceeds  received  by such
                           holder or each  Permitted  Assignee,  as the case may
                           be, of securities sold as contemplated herein.

             (iii)Each party  entitled to  indemnification  under this agreement
                  (the  "Indemnified  Party")  shall  give  notice  to the party
                  required to provide indemnification (the "Indemnifying Party")
                  promptly after such Indemnified  Party has actual knowledge of
                  any  claim as to which  indemnity  may be  sought,  and  shall
                  permit the  Indemnifying  Party to assume  the  defense of any
                  such claim or any  litigation  resulting  therefrom,  provided
                  that counsel for the Indemnifying Party, who shall conduct the
                  defense of such claim or any litigation  resulting  therefrom,
                  shall be approved by the  Indemnified  Party  (whose  approval
                  shall not be unreasonably withheld), and the Indemnified Party
                  may participate in such defense at such party's  expense,  and
                  provided further that the failure of any Indemnified  Party to
                  give  notice  as  provided   herein   shall  not  relieve  the
                  Indemnifying  Party of its obligations under Section 4 hereof.
                  Each   Indemnified   Party  shall  furnish  such   information
                  regarding  itself or the claim in question as an  Indemnifying
                  Party  may  reasonably  request  in  writing  and as  shall be
                  reasonably  required  in  connection  with the defense of such
                  claim and any litigation resulting therefrom.

                  (d)  The  Optionee  shall  furnish  to  the  Corporation  such
information   regarding  the  Optionee  and  any  information  relating  to  the
registration of any of the Corporation's  securities proposed by the Optionee as
the Corporation may reasonably




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request in writing and as shall be reasonably required in
connection with any registration.

                  (e) The rights granted  pursuant to this Section 4 will expire
if the Shares  issued upon  exercise of the Options are available for sale under
Rule 144(k) of the Securities Act in the opinion of counsel to the Corporation.


                                    ARTICLE V
                                  MISCELLANEOUS

                  Section 5.1       Options Transferable

                  The Optionee's  rights under this Agreement may be transferred
or assigned in the discretion of the Optionee, including, without limitation, by
will or by the  applicable  laws of descent and  distribution  and in connection
with  brokerage  accounts  held by the  Optionee.  Neither  the  Options nor any
interest  or right  therein  or part  thereof  shall be  liable  for the  debts,
contracts or  engagements  of the Optionee or his legal  successors  or shall be
subject  to  disposition   by  transfer,   alienation,   anticipation,   pledge,
encumbrance,  assignment  or  any  other  means,  whether  such  disposition  be
voluntary  or  involuntary  or occur by  operation  of law by  judgement,  levy,
attachment,  garnishment or any other legal or equitable proceedings  (including
bankruptcy), and any attempted disposition thereof shall be null and void and of
no effect.  All of the terms and provisions of this  Agreement  shall be binding
on, and shall inure to the  benefit  of, the  respective  legal  successors  and
assigns of the parties.

                        Section 5.2 Shares to be Reserved

                  The  Corporation  shall at all  times  during  the term of the
Options reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Agreement.

                             Section 5.3 Arbitration

                  Any  controversy  or claim  arising out of or relating to this
Agreement,  the breach thereof, or any other aspect of the relationship  between
the parties,  or relating to the scope of this arbitration  provision,  shall be
settled exclusively by private arbitration before JAMS Endispute,  New York, New
York (or any successor thereto) or, if such entity is no longer operating,  such
other  dispute  resolution  agency as may be  acceptable  to the Company and the
Optionee.  The arbitration of such issues,  including the  determination  of the
amount of any damages  suffered by either  party hereto by reason of the acts or
omissions  of the  other,  shall be to the  exclusion  of any court of law.  The
decision of the  arbitrators or a majority of them shall be final and binding on
both parties and their respective heirs, executors,  administrators,  successors
and assigns. There shall be three arbitrators, one to be chosen directly by each
party and the third  arbitrator  to be  selected  jointly by the Company and the
Optionee from a list of arbitrators provided by JAMS


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Endispute or such other dispute resolution agency. In all events the arbitrators
so chosen shall be  experienced  in the  valuations  and business  operations of
closely-held  business  which  complete  and initial  public  offering of equity
securities  under the Securities  Act of 1933, as amended.  Each party shall pay
the fees of the  arbitrator  selected  by him and of his own  attorneys  and the
expenses of his witnesses and all other expenses connected with the presentation
of his  case.  All other  costs of the  arbitration,  including  the cost of the
record or transcripts  thereof, if any,  administrative fees, and all other fees
and costs shall be borne equally by the parties.

                  Section 5.4       Entire Agreement

                  This  Agreement  supersedes  and  cancels  any and  all  prior
agreements  between the  parties  hereto,  express or  implied,  relating to the
subject matter hereof. This Agreement,  together with the Consulting  Agreement,
sets  forth the entire  agreement  between  the  parties  hereto.  It may not be
changed,  altered,  modified  or  amended  except  in a  writing  signed by both
parties.

                             Section 5.5 Non-Waiver

                  The  failure  or refusal  of either  party to insist  upon the
strict  performance  of any provision of this Agreement or to exercise any right
in any one or more instances or circumstances shall not be construed as a waiver
or  relinquishment of such provision or right, nor shall such failure or refusal
be deemed a custom or practice contrary to such provision or right.

                  Section 5.6       Non-Assignment

                  The Optionee shall have no right to delegate any of the duties
created by this  Agreement,  and any  delegation or attempted  delegation of the
Optionee's duties, shall be null and void. In all other respects, this Agreement
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their respective heirs,  beneficiaries,  personal  representatives,  successors,
permitted assigns, officers and directors.

                            Section 5.7 Severability

                  If any paragraph, term or provision of this Agreement shall be
held or  determined to be  unenforceable,  the balance of this  Agreement  shall
nevertheless  continue in full force and effect  unaffected  by such  holding or
determination.  In  addition,  in any such event,  the parties  agree that it is
their intention and agreement that any such  paragraph,  term or provision which
is held or determined  to be  unenforceable  as written,  shall  nonetheless  be
enforced  and  binding to the  fullest  extent  permitted  by law as though such
paragraph,  term or  provision  has been written in such a manner and to such an
extent as to be enforceable under the  circumstances.  Without limitation of the
foregoing,  with respect to any restrictive  covenant contained herein, if it is
determined  that any such provision is excessive as to duration or scope,  it is
intended that it nonetheless be enforced for such shorter  duration or with such
narrower scope as will render it enforceable.


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                               Section 5.8 Notices

                  All  notices  hereunder  shall be in  writing.  Notices may be
delivered  personally,  or by mail, postage prepaid, to the respective addresses
noted above.

                            Section 5.9 Governing Law

                  This  Agreement  shall be governed in all respects by the laws
of the State of New York without regard to principles of conflicts of laws.

                  Section 5.10      Captions and Titles

                  Captions and titles have been used in this  Agreement only for
convenience,  and in no way  define,  limit  or  describe  the  meaning  of this
Agreement or any part thereof.

                  IN WITNESS  WHEREOF,  this  Agreement  has been  executed  and
delivered by the parties hereto on the date first set forth above.

                                                     ARTHUR TREACHER'S INC.



                                                            By:/s/Bruce Galloway
                                                            Name: Bruce Galloway
                                                                 Title: Chairman



AGREED AND ACCEPTED BY:



/s/Ralph J. Sorrentino
Ralph J. Sorrentino