<PAGE>


                                  Exhibit 4.2

                       2000 EMPLOYEE STOCK PURCHASE PLAN


<PAGE>


                               MAIN PLAN DOCUMENT
                         SANTA BARBARA RESTAURANT GROUP
                           (A CALIFORNIA CORPORATION)
                          EMPLOYEE STOCK PURCHASE PLAN


1. PURPOSE OF PLAN. The purpose of this 2000 Stock Purchase Plan (the "Plan") is
to encourage a sense of proprietorship on the part of employees of Santa Barbara
Restaurant Group (the "Company") and its subsidiary corporations (as defined
below) by assisting them in making regular purchases of shares of stock of the
Company, and thus to benefit the Company by increasing such employees' interest
in the growth of the Company and subsidiary corporations and in such entities'
financial success. Participation in the Plan is entirely voluntary, and the
Company makes no recommendation to its employees as to whether they should
participate.

2. DEFINITIONS.

2.1 "BASE EARNINGS" shall mean the Employee's regular salary rate before
deductions required by law and deductions authorized by the Employee. Base
Earnings do not include: pay for overtime, extended workweek schedules, or any
other form of extra compensation; payments by the Company or subsidiary
corporations, as applicable, for social security, workmen's compensation,
unemployment compensation, any disability payments or other payments required by
statute; or contributions by the Company or subsidiary corporations, as
applicable, for insurance, annuity, or other employee benefit plans.

2.2 "BOARD" shall mean the Board of Directors of the Company.

2.3 "BONUS" shall mean any regular or annual bonus received by an Employee which
is an integral part of his or her total compensation.

2.4 "BROKER" shall mean the financial institution designated to act as Broker
under the Plan pursuant to Paragraph 17 hereof.

2.5 "BROKERAGE ACCOUNT" shall mean an account established on behalf of each
Participant pursuant to Paragraph 9.1 hereof.

2.6 "COMMITTEE" shall mean a Stock Purchase Committee appointed by the Board.

2.7 "COMMON STOCK" shall mean the Common Stock of the Company.

2.8 "COMPANY" shall mean Santa Barbara Restaurant Group, a California
corporation, or any successor.

2.9 "COMPANY ACCOUNT" shall mean the account established in the name of the
Company pursuant to Paragraph 7.2 hereof.


                                      -1-
<PAGE>


2.10 "EMPLOYEE" shall mean any person who is currently employed by the Company
or one of its subsidiary corporations who have qualified to receive health
insurance benefits under the eligibility requirements of the specific
entity/subsidiary at which they are employed, have been continuously employee
during the preceding 30 days (provided that the Board or the Committee may in
its discretion waive such 30-day requirement), excluding non-employees and
persons on leave of absence. An Employee may also be referred to herein as a
Participant.

2.11 "ENROLLMENT FORM" shall mean the Employee Stock Purchase Plan Enrollment
Form.

2.12 "INTERESTED PARTY" shall mean the persons described in Paragraph 16 hereof.

2.13 "PLAN" shall mean this Employee Stock Purchase Plan.

2.14 "SUBSIDIARY" shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a subsidiary
corporation, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a subsidiary corporation.

3. ADMINISTRATION. The Plan shall be administered by the Board or, in the
discretion of the Board, by the Committee which shall consist of not less than
two persons to be appointed by, and to serve at the pleasure of, the Board. No
member of the Board or Committee who is not an Employee shall be eligible to
participate in the Plan. An aggregate of 1,500,000 shares of Common Stock shall
be subject to the Plan, provided that such number shall be automatically
adjusted to reflect any stock split, reverse stock split, stock dividend,
recapitalization, merger, consolidation, combination, reclassification or
similar corporate change. The Board or the Committee shall have full authority
to construe, interpret, apply and administer the Plan and to establish and amend
such rules and procedures as it deems necessary or appropriate from time to time
for the proper administration of the Plan. In addition, the Board or the
Committee may engage or hire such persons, including without limitation, the
Broker, to provide administrative, record keeping and other similar services in
connection with its administration of the Plan, as it may deem necessary or
appropriate from time to time. The members of the Board and the Committee and
the officers of the Company shall be entitled to rely upon all certificates and
reports made by such persons, including the Broker, and upon all opinions given
by any legal counsel or investment adviser selected or approved by the Board or
the Committee. The members of the Board and the Committee and the officers of
the Company shall be fully protected in respect of any action taken or suffered
to be taken by them in good faith in reliance upon any such certificates,
reports, opinions or other advice of any such person, and all action so taken or
suffered shall be conclusive upon each of them and upon all Participants. The
Company shall indemnify each member of the Board and the Committee and any other
officer or employee of the Company who is designated to carry out any
responsibilities under the Plan for any liability arising out of or connected
with his or her duties hereunder, except such liability as may arise from such
person's gross negligence or willful misconduct.


                                      -2-
<PAGE>


4. ELIGIBILITY. Any Employee as defined in Paragraph 2.9 shall be eligible to
participate in the Plan. Any Employee participating in the Plan who, after the
commencement of a particular Offering Period, as defined in Paragraph 5, shall
for any reason fail to meet the standards of eligibility, shall be considered to
have withdrawn from the Plan, effective as of the date upon which the
Participant shall have become ineligible. Any reference in this Plan to
withdrawal by a Participant from the Plan shall include ineligibility as
described in this Paragraph 4.

5. OFFERING PERIODS. Shares shall be offered pursuant to this Plan concurrent
with the Company's 13 fiscal periods ("Offering Periods") of approximately four
weeks duration, commencing on the effective date of the Plan pursuant to
Paragraph 22 and continuing thereafter until terminated in accordance with
Paragraph 15. The Board shall have the power to change the duration of Offering
Periods if such change is announced at least 10 days prior to the scheduled
beginning of the next Offering Period to be affected.

6. PARTICIPATION. Participation in the Plan is optional. An eligible Employee
may apply to participate in the Plan by submitting to the Company's payroll
office an Enrollment Form authorizing a payroll deduction and purchase of
shares. The Enrollment Form shall be on a form provided by the Company and may
be submitted to the Company at any time. Participation shall not be effective
until the Enrollment Form is reviewed and accepted by the Company by written
notice to the Employee. Once the Enrollment Form has been reviewed and accepted
by the Company, participation in the Plan shall commence immediately.

7. PAYROLL DEDUCTIONS.

7.1 ELECTION. At the time a Participant submits an Enrollment Form, the
Participant shall elect to have payroll deductions made on each payday during
the Offering Period at a whole percentage from 3% to 15% of the Base Earnings
and Bonus, which the Participant is to receive on such payday.

7.2 HOLDING OF FUNDS. All payroll deductions authorized by each Participant
shall be held in an interest-bearing account with the Broker in the name of the
Santa Barbara Restaurant Group Employee Stock Purchase Plan (the "Company
Account") until used to purchase Common Stock and shall not be used for any
other purpose. The Company shall maintain records reflecting the amount in the
Company Account for each Participant. Interest accruing on the payroll
deductions credited to the Company Account shall be used to defray costs
associated with the engagement of the Broker and will not be available to
purchase shares of Common Stock under Paragraph 9. All withholding taxes in
connection with a Participant's payroll deduction shall be deducted from the
remainder of the Base Earnings paid to the Participant and not from the amount
to be placed in the Company Account. A Participant may not make any additional
payments into the Company Account except as provided in Paragraph 18. All
amounts in the Company Account derived from payroll deductions shall be referred
to as the "Participant Contribution."


                                      -3-
<PAGE>


7.3 CHANGES IN ELECTION. Participation in the Plan will continue until the
Participant withdraws from the Plan, is no longer eligible to participate or the
Plan is terminated. Such participation shall be on the basis of the payroll
deduction election submitted by such Employee to the Company and then currently
in effect. Each such election shall remain in effect until the effective date of
any change in the amount of payroll deduction as requested by the Participant
and accepted by the Company. To be effective in any Offering Period, a change in
the amount of payroll deduction must be requested in writing and submitted to
the Company by the last day of the applicable Offering Period. If a
Participant's Base Earnings change during an Offering Period, the amount of the
payroll deduction will be changed to the figure reflecting the Participant's
previously elected deduction percentage applied to his or her new Base Earnings
(but will not in any event be in excess of 15% of the Participant's Base
Earnings).

8. CONTRIBUTION BY THE COMPANY OR A SUBSIDIARY. The Company or a Subsidiary
shall make matching contributions (the "Matching Contribution") as follows:

8.1 OFFICERS AS PARTICIPANTS. For each officer of the Company or of a Subsidiary
who participates in the Plan and remains an Employee of the Company or of a
Subsidiary, for at least one year after the termination of an Offering Period in
which a deduction for the Employee is made, the Company or subsidiary shall make
upon the one year anniversary date after such Offering Period a Matching
Contribution equal to one-half of the dollar amount contributed on behalf of
such Participant during such one year earlier Offering Period subject to
Paragraph 8.3. Withholding taxes as and when required in connection with such
Matching Contribution shall be withheld based upon the person's existing
withholding percentages or as otherwise required by law from the Participant's
Base Earnings. "Officer" shall mean president, secretary, vice president,
treasurer or assistant vice president and shall be determined as of the end of
an Offering Period.

8.2 OTHER PARTICIPANTS. For each Participant in the Plan (other than an officer)
who remains an Employee of the Company or a Subsidiary for at least one year
after the termination of a particular Offering Period in which a deduction for
the Employee is made, the Company or Subsidiary shall make upon the one year
anniversary date after such Offering Period a Matching Contribution equal to
one-third of the dollar amount contributed on behalf of such Participant during
such one year earlier Offering Period, subject to Paragraph 8.3. Notwithstanding
the foregoing, for each Participant in the Plan who has remained an Employee of
the Company or a Subsidiary for at least ten years prior to the beginning of a
particular Offering Period, the Company or Subsidiary shall make upon the one
year anniversary date after such Offering Period a Matching Contribution equal
to one-half of the amount contributed on behalf of such Participant during such
one year earlier Offering Period subject to Paragraph 8.3. Withholding taxes as
and when required in connection with such Matching Contribution shall be
withheld based upon the person's existing withholding percentages or as
otherwise required by law from the Participant's Base Earnings.

8.3 FRACTIONAL SHARE CALCULATIONS. Fractional shares shall not be issued
regarding the Matching Contribution. If the above calculation results in an
incremental share calculation which is .5 or greater, an additional whole share
shall be issued. If the above calculation results in an incremental share
calculation which is less than .5, no share shall be issued regarding such
fraction.


                                      -4-
<PAGE>


8.4 TIMING OF WITHHOLDING. The Company shall withhold taxes in two subsequent
pay periods or as otherwise required by law.

9. PURCHASE OF SHARES REGARDING PARTICIPANT'S CONTRIBUTION.

9.1 BROKERAGE ACCOUNT. Following the acceptance by the Company of a
Participant's Enrollment Form, the Company shall direct the Broker to open and
maintain an account (the "Brokerage Account") in the name of such Participant
and to purchase shares of Common Stock on behalf of such Participant as
permitted under this Plan.

9.2 DELIVERY OF FUNDS TO BROKER FROM COMPANY. The Company, from time to time
during an Offering Period, shall deliver to the Broker an amount equal to the
total of all Participant Contributions together with a list of the amount of
such Contributions from each Participant.

9.3 BROKER'S PURCHASE OF SHARES. From time to time, the Broker, as agent for the
Participants, shall purchase as many full shares or fractional shares of Common
Stock as such Contributions will permit. The shares to be purchased shall be
purchased at the then current fair market value and may, at the election of the
Company, be either treasury shares, shares authorized but unissued, or shares
purchased on the open market. The amount of Common Stock purchased by the Broker
pursuant to this Paragraph 9.3 shall be allocated to the respective Brokerage
Account of each Participant on the basis of the average cost of the Common Stock
so purchased in proportion to the amount allocable to each Participant. At the
end of each Offering Period under the Plan, each Participant shall acquire full
ownership of all full shares and fractional shares of Common stock purchased for
his Brokerage Account. Unless otherwise requested by the Participant, all such
full shares and fractional shares so purchased shall be registered in the name
of the Broker and will remain so registered until delivery is requested in
accordance with Paragraph 9.5.

9.4 FEES AND COMMISSIONS. The Company shall pay the Broker's administrative
charges for opening and maintaining the Brokerage Accounts for active
Participants and the brokerage commissions on purchases made for such Brokerage
Accounts which are attributable to Participant Contributions and Matching
Contributions under the Plan. Such Brokerage Accounts may be utilized for other
transactions as described in Paragraph 9.5 below, but any fees, commissions or
other charges by the Broker in connection with such other transactions shall, in
certain circumstances described in Paragraph 9.5, be payable directly to the
Broker by the Participant.

9.5 PARTICIPANT ACCOUNTS WITH BROKER. Each Participant's Brokerage Account shall
be credited with all cash dividends paid with respect to full shares and
fractional shares of Common Stock purchased pursuant to Paragraphs 9.3 and 10
unless such shares are registered in the Participant's name. Unless otherwise
instructed by the Participant, dividends on such Common Stock shall
automatically be reinvested in Common Stock as soon as practicable following
receipt of such dividends by the Broker. Applicable fees and brokerage
commissions on the reinvestment of such dividends will be payable by the
Participant. Any stock dividends or stock splits which are made with respect to
shares of Common Stock purchased pursuant to Paragraphs 9.3 and 10 shall be
credited to the Participant's Brokerage Account without charge. Any Participant
may request that a certificate for any or all of the full shares of Common Stock
credited to his Brokerage Account be delivered to him at any time; provided,
however, the


                                      -5-
<PAGE>


Participant shall be charged by the Broker for any fees applicable to such
requests. A Participant may request the Broker at any time to sell any or all of
the full shares or fractional shares of Common Stock credited to this Brokerage
Account. Unless otherwise instructed by the Participant, upon such sale, the
Broker will mail to the Participant a check for the proceeds, less any
applicable fees and brokerage commissions and any transfer taxes, registration
fees or other normal charges which shall be payable by the Participant. Except
as provided in Paragraph 13, a request by the Participant to the Broker to sell
shares of Common Stock or for delivery of certificates shall not affect an
Employee's status as a Participant. A Participant who has a Brokerage Account
with the Broker may purchase additional shares of Common Stock of the Company
for his Brokerage Account at any time by separate purchases arranged through the
Broker. When any such purchases are made, the Participant will be charged by the
Broker for any and all fees and brokerage commissions applicable to such
transactions. In addition, any subsequent transactions with respect to such
shares acquired including, but not limited to, purchases, sales, reinvestment of
dividends, requests for certificates, and crediting of stock dividends or stock
splits, shall be at the expense of the Participant and the Broker shall charge
the Participant directly for any and all fees and brokerage commissions
applicable to such transactions.

10. ISSUANCE OF SHARES REGARDING MATCHING CONTRIBUTION. Subject to Paragraph 15,
on or about the 10th day after the first anniversary of an Offering Period, each
Participant's direct employer shall make the Matching Contribution for each
qualified Participant in an amount described in Paragraph 8 by delivering to the
Broker an amount equal to the total funds necessary to make the Matching
Contributions described in Paragraph 8. As soon as practicable thereafter, the
Broker shall purchase the number of shares of Common Stock required in order to
make the Matching Contributions. The shares to be purchased shall be purchased
at the then current fair market value and may, at the election of the Company be
either treasury shares, shares authorized but unissued, or shares purchased on
the open market. At the time of such purchases, each Participant shall
immediately acquire full ownership of all full shares of Common Stock purchased.
Unless otherwise requested by the Participant, all such shares so purchased
shall be registered in the name of the Broker and will remain so registered
until delivery is requested in accordance with Paragraph 9.5.

11. VOTING AND SHARES. All voting rights with respect to the full shares of
Common Stock held in the Brokerage Account of each Participant may be exercised
by each Participant and the Broker shall exercise such voting rights in
accordance with the Participant's signed proxy instruction duly delivered to the
Broker. Fractional shares cannot be voted.

12. STATEMENT OF ACCOUNT. Periodically, the Broker shall deliver to each
Participant a statement regarding all activity in his or her Brokerage
Accounting, including his or her participation in the Plan for the relevant
Offering Periods. Such statement will show the number of shares acquired or
sold, the price per share, the transaction date, stock splits, dividends paid,
dividends reinvested and the total number of shares held in the Brokerage
Account. The Broker shall also deliver to each Participant as promptly as
practicable, by mail or otherwise, all notices of meetings, proxy statements and
other material distributed by the Company to its stockholders, including the
Company's Annual Report to its stockholders containing audited financial
statements.


                                      -6-
<PAGE>


13. WITHDRAWAL FROM THE PLAN. A Participant may withdraw from the Plan,
effective as of the end of any Offering Period, by giving written notice to the
Company not later than the 15th day prior to the end of such Offering Period.
Upon any such withdrawal, the Participant shall be entitled to receive as
promptly as possible from the Company all of the Participant's payroll
deductions credited to the Company Account in his or her name during the
applicable Offering Period, but shall not be entitled to the benefit of any
Matching Contributions. In the event a Participant withdraws from the Plan
pursuant to this Paragraph 13, the Company shall notify the Broker as soon as
practicable and the Broker shall maintain or close the Participant's Brokerage
Account in accordance with the procedures set forth in Paragraph 16. A
Participant who withdraws from the Plan may not reenter the Plan except by
execution and delivery of a new Enrollment Form and payroll deduction election,
and his or her participation shall be effective upon acceptance of the
Enrollment Form by the Company by written notice to the Employee not sooner than
30 days after receipt of the Enrollment Form, provided that the Company may in
its discretion accept an Enrollment Form prior to the expiration of such 30
days.

14. TERMINATION OF EMPLOYMENT. In the event of the termination of a
Participant's employment with the Company or a Subsidiary for any reason during
an Offering Period, including but not limited to the death of a Participant,
participation in the Plan shall terminate as well as any rights to further
Matching Contributions. The Participant or the personal representative of the
Participant shall be entitled to receive an amount of cash determined in the
same manner and payable at the same time as if the Participant had withdrawn
from the Plan by giving notice of withdrawal effective as of the date such
termination occurs. Notwithstanding the foregoing, termination of employment by
one employer for the purpose of being re-employed immediately by the Company or
one of its Subsidiaries shall not be considered termination under this Paragraph
14. Any reference in this Plan to withdrawal by a Participant from the Plan
shall include termination as described in this Paragraph 14. In the event of the
termination of a Participant's employment pursuant to this Paragraph 14, the
Company shall notify the Broker as soon as practicable and the Broker shall
maintain or close the Participant's Brokerage Account in accordance with the
procedures set forth in Paragraph 16.

15. AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. This Plan may be amended or
terminated by the Board at any time and such amendment or termination shall be
communicated in writing to all Participants as soon as practicable after the
date of such Board action. If the Plan is terminated, each Participant shall be
entitled to receive as promptly as possible from the Company all payroll
deductions attributable to him or her which have not been used to purchase
Common Stock pursuant to Paragraph 9, together with the accrued interest on the
Participant's funds held in the Company Account (collectively, the "Account
Balance"), but he or she shall not be entitled to the benefit of any further
Matching Contributions with respect to such deductions or interest or otherwise
for any past or present Offering Periods. In any event this Plan shall terminate
20 years from the date the Plan is adopted or the date the Plan is approved by
the stockholders, whichever is earlier. In the event that the Company terminates
the Plan pursuant to this Paragraph 15, the Broker shall maintain or close the
Participant's Brokerage Accounts in accordance with the procedures set forth in
Paragraph 16. Notwithstanding any


                                      -7-
<PAGE>


other provision to the contrary, any provisions of this Plan may be amended by
the Board or the Committee as required to obtain necessary approvals of
governmental agencies if such change does not materially alter the rights and
interests of stockholders of the Company. If there are any changes in the
capitalization of the Company, such as through mergers, consolidations,
reorganizations, recapitalizations, stock splits or stock dividends, appropriate
adjustments will be made by the Company in the number of shares of its Common
Stock subject to purchase under the Plan.

16. DISPOSITION OF BROKERAGE ACCOUNT FOLLOWING WITHDRAWAL, DEATH, TERMINATION OF
EMPLOYMENT OR TERMINATION OF PLAN. As soon as practicable following the
notification of the withdrawal of a Participant from the Plan, the notification
of the termination of a Participant's employment with the Company or a
Subsidiary (which includes the death of the Participant) or of the notification
that the Plan is terminated pursuant to Paragraph 15 hereof, the Broker shall
notify the former Participant, or in the event of his death, his designated
beneficiary, if any, or if no designated beneficiary the estate of the deceased
Participant (collectively, an "Interested Party"), regarding the disposition of
the former Participant's or deceased Participant's Brokerage Account. As soon as
practicable following receipt of the notification set forth in the preceding
sentence, the Interested Party may request the Broker to dispose of the former
Participant's or deceased Participant's Brokerage Account, at the Interested
Party's expense, by any one of the following means:

(a) The Interested Party may request the Broker to maintain the former
Participant's or deceased Participant's Brokerage Account for the benefit of the
Interested Party or any other person. The Interested Party shall be charged by
the Broker for all maintenance fees and any and all other fees in connection
with the Brokerage Account.

(b) The Interested Party may request the Broker to sell all of the full shares
and fractional shares of Common Stock, if any, held in the former Participant's
or deceased Participant's Brokerage Account. Upon such sale, the Broker will
mail to the Interested Party a check for the proceeds, less any applicable fees
and brokerage commissions and any transfer taxes, registration fees or other
charges which shall be payable by the Interested Party.

(c) The Interested Party may request the Broker to provide a certificate for all
of the full shares of Common Stock, if any, together with a check in an amount
equal to the proceeds of the sale of any fractional shares of Common Stock held
in the former Participant's or deceased Participant's Brokerage Account, less
any applicable fees and brokerage commissions and any transfer taxes,
registration fees or other charges which are payable by the Participant.

Maintenance of the former Participant's or deceased Participant's Brokerage
Account pursuant to this Paragraph 16 shall confer no rights under the Plan.

17. BROKER. The Committee shall appoint a brokerage firm to act as Broker for
such period as is determined by the Committee. Either the Company or the Broker
may terminate such designation at any time upon 30 days' written notice. In the
event of such termination of the Broker, the Company may administer the Plan
without the use of a Broker or may appoint


                                      -8-
<PAGE>


successor Broker. Any successor Broker shall be vested with all the powers,
rights, duties and immunities of the Broker hereunder to the same extent as if
originally named as the Broker hereunder. The relationship between the Broker
and the Participant will be the normal relationship of a broker and its client,
and the Company assumes no responsibility in this respect.

18. INITIAL CONTRIBUTION. Any Participant who files an Enrollment Form prior to
the Offering Period may elect to make an initial contribution ("Initial
Contribution") to be allocated to him or her in the Company Account, by check
payable to the Company, in any amount up to 15% of his or her Base Earnings and
Bonus for the twelve months prior to the commencement of the first Offering
Period. The amount of the Initial Contribution shall be matched as provided in
Paragraph 8, and withholding taxes in connection with such Matching Contribution
shall be deducted in the same manner as provided in Paragraph 8.

18.1 LUMP SUM CONTRIBUTION. The Board and/or the Committee may from time to time
in its discretion allow any Participant in the Plan to make a lump sum
contribution ("Lump Sum Contribution") to be credited to him or her in the
Company Account, by check payable to the Company, in any amount up to 15% of his
or her Base Earnings, including Bonus, for a period prescribed by the Board
and/or the Committee. The amount of the Lump Sum Contribution shall be matched
as provided in Paragraph 8, and withholding taxes in connection with such
Matching Contribution shall be deducted in the same manner as provided in
Paragraph 8.

19. CONDITIONS TO ISSUANCE OF SHARES. Shares shall not be issued under the Plan
unless issuance and delivery of such shares pursuant to the Plan shall comply
with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, the
securities laws of the state in which any Employee resides, NASD requirements
and the requirements of any stock exchange upon which the Common Stock may then
be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. By execution of the Enrollment Form the
Participant covenants and agrees that all shares are being purchased only for
investment and without any present intention to sell or distribute such shares.

20. NOTICE.

20.1 TO COMPANY OR SUBSIDIARIES. Any notice hereunder to the Company or to its
Subsidiaries shall be in writing and such notice shall be deemed made only when
delivered or three days after being mailed by certified mail return receipt
requested to the Company's principal office at 3938 State Street, Suite 200,
Santa Barbara, CA 93105 or to such other address as the Company may designate by
notice to the Participants.

20.2 TO PARTICIPANT. Any notice to a Participant hereunder shall be in writing
and any such communication and any delivery to a Participant shall be deemed
made if mailed or delivered to the Participant at such address as the
Participant may have on file with the Company.


                                      -9-
<PAGE>


21. MISCELLANEOUS.

21.1 NO LIMITATION ON TERMINATION OF EMPLOYMENT. Nothing in the Plan shall in
any manner be construed to limit in any way the right of the Company or any of
its Subsidiaries to terminate an Employee's employment at any time, without
regard to the effect of such termination on any right such Employee would
otherwise have under the Plan, or give any right to an Employee to remain
employed by the Company in any particular position or at any particular rate of
remuneration.

21.2 LIABILITY. The Company, its Subsidiaries, any member of the Board or
Committee and any other person participating in any determination of any
question under the Plan, or in the interpretation, administration or application
of the Plan, shall have no liability to any party for any action taken or not
taken in good faith under the Plan, or based on or arising out of a
determination of any question under the Plan or an interpretation,
administration or application of the Plan made in good faith.

21.3 CAPTIONS. The captions of the paragraphs of this Plan are for convenience
only and shall not control or affect the meaning or construction of any of its
provisions.

21.4 ASSIGNMENT. Any rights of Employees hereunder shall be non-forfeitable, and
no Account Balance or contribution made by any employer may revert or inure to
the benefit of the Company or any Subsidiary, provided that no Participant shall
be entitled to sell, assign, pledge or hypothecate any right or interest in his
or her Account Balance.

21.5 GOVERNING LAW. California Law governs this Plan.

21.6 SEVERABILITY. In case any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.

21.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit
of the Company and its successors and assigns. The term "successors" as used
herein shall include any corporate or other business entity which shall by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of the Company, and successors of any such corporation
or other business entity.

22. EFFECTIVE DATE OF PLAN. The Plan shall become effective upon approval by the
Board of Directors and the stockholders of the Company, and all necessary
approvals of governmental agencies have been received.



                                      -10-