Exhibit 10.19
                      Silver Diner, Inc. Stock Option Plan
                  together with form of Stock Option Agreement



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                               SILVER DINER, INC.

                               STOCK OPTION PLAN

         1.       Purpose

                  This Stock  Option Plan (the  "Plan") for Silver  Diner,  Inc.
(the  "Company")  is intended  to provide  incentive  to officers  and other key
employees  of the Company by  providing  those  persons  with  opportunities  to
purchase shares of the Company's  Common Stock under (a) incentive stock options
("Incentive  Stock  Options") as such term is defined  under  Section 422 of the
Internal  Revenue  Code  of  1986,  as  amended  and  (b)  other  stock  options
("Non-Qualified Options").

         2.       Definitions

                  As used in this Plan,  the  following  words and phrases shall
have the meanings indicated:

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
         amended.

                  (c) "Common Stock" shall mean the Common Stock, $0.00074 par
         value, of the Company.

                  (d) "Company" shall mean Silver Diner, Inc., a Delaware
         corporation.

                  (e) "Disability" shall mean an Optionee's  inability to engage
         in  any  substantial  gainful  activity  by  reason  of  any  medically
         determinable  physical  or mental  impairment  which can be expected to
         result in death or which has  lasted or can be  expected  to last for a
         continuous period of not less than twelve (12) months.

                  (f) "Fair  Market  Value"  per share as of a  particular  date
         shall mean (i) the closing sales price per share of Common Stock on the
         principal national securities exchange,  if any, on which the shares of
         Common Stock shall then be listed for the last  preceding date on which
         there was a sale of such Common Stock on such exchange,  or (ii) if the
         shares of Common  Stock are not then  listed on a  national  securities
         exchange,  the last sales price per share of Common Stock  entered on a
         national  inter-dealer  quotation system for the last preceding date on
         which  there  was  a  sale  of  such  Common  Stock  on  such  national
         inter-dealer  quotation  system,  or (iii) if no  closing or last sales
         price per share of Common  Stock is entered on a national  inter-dealer
         quotation  system,  the average of the closing bid and asked prices for
         the shares of Common Stock in the over-the-counter  market for the last
         preceding date on which there was a quotation for


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         such Common Stock in such market, or (iv) if no price can be determined
         under  the  preceding  alternatives,  then the  price per share as most
         recently  determined by the Board, which shall make such determinations
         of value at least once annually.

                  (g) "Incentive  Stock  Option"  means  one or more  options to
         purchase Common Stock which, at the time such options are granted under
         this Plan or any other such plan of the  Company,  qualify as incentive
         stock options under Section 422 of the Code.

                  (h) "Non-Qualified Option" shall mean any Option that is not
         an Incentive Stock Option.

                  (i) "Option Price" shall mean the purchase price of shares of
         Common Stock covered by an Option.

                  (j)  "Parent"  shall  mean  any  corporation  (other  than the
         Company) in an unbroken chain of  corporations  ending with the Company
         if, at the time of granting an Option,  each of the corporations  other
         than the Company owns stock  possessing  fifty percent (50%) or more of
         the total  combined  voting power of all classes of stock in one of the
         other corporations in such chain.

                  (k) "Plan" shall mean this Stock Option Plan.

                  (l) "Option" shall mean any option issued pursuant to this
         Plan.

                  (m) "Optionee" shall mean any person to whom an Option is
         granted under this Plan.

                  (n) "Subsidiary"  shall mean  any corporation  (other than the
         Company)  in an  unbroken  chain  of  corporations  beginning  with the
         Company if, at the time of granting an Option, each of the corporations
         other  than the last  corporation  in the  unbroken  chain  owns  stock
         possessing  fifty  percent (50%) or more of the total  combined  voting
         power of all classes of stock in one of the other  corporations in such
         chain.

                  (o) "Ten Percent  Shareholder"  shall mean an Optionee who, at
         the time an Option is granted,  owns directly or indirectly (within the
         meaning of section 425(d) of the Code) stock  possessing  more than ten
         percent  (10%) of the total  combined  voting  power of all  classes of
         stock of the Company, its Parent or a Subsidiary.

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         3.       General Administration.

                  (a)  The Plan shall be administered by the Board.

                  (b) The Board  shall  have the  authority  in its  discretion,
subject to and not  inconsistent  with the express  provisions  of the Plan,  to
administer  the Plan and to  exercise  all the  powers  and  authorities  either
specifically  granted  to it under the Plan or  necessary  or  advisable  in the
administration  of the Plan,  including,  without  limitation,  the authority to
grant Options;  to determine the Option Price; to determine the persons to whom,
and the time or times at which,  Options  shall be  granted;  to  determine  the
number of  shares to be  covered  by each  Option;  to  interpret  the Plan;  to
prescribe,  amend and rescind  rules and  regulations  relating to the Plan;  to
determine the terms and provisions of the Option  Agreements  (which need not be
identical)  entered into in connection  with Options granted under the Plan; and
to  make  all  other  determinations  deemed  necessary  or  advisable  for  the
administration of the Plan.

                  (c) No  member of the Board  shall be  liable  for any  action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder.

         4.       Granting of Options

                  Options  may be  granted  under the Plan at any time  prior to
September 11, 2006.

         5.       Eligibility

                  (a)  Options  may be  granted  to any  director,  officer  key
employee or outside consultant of the Company.  In determining from time to time
the  officers and  employees to whom Options  shall be granted and the number of
shares to be covered by each  Option,  the Board  shall  take into  account  the
duties of the  respective  officers and  employees,  their present and potential
contributions  to the success of the Company and such other factors as the Board
shall deem relevant in connection with accomplishing the purposes of the Plan.

                  (b) At the time of the  grant of each  Option  under the Plan,
the Board shall  determine  whether such Option is to be designated an Incentive
Stock Option.  Incentive Stock Options shall not be granted to a director who is
not an employee of the Company.  The length of the exercise  period of Incentive
Stock  Options  shall be governed by Section  7(e)(1) of the Plan;  the exercise
period of all other Options will be governed by Section 7(e)(2).


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                  (c) An Option  designated an Incentive Stock Option can, prior
to its exercise,  be changed to a Non-Qualified  Option if the Optionee consents
to amend his Option Agreement to provide that the exercise period of such Option
will be governed by Section 7(e)(2) of the Plan.

         6.       Stock

                  (a) The stock  subject to the  Options  shall be shares of the
Common Stock.  Such shares may, in whole or in part, be authorized  but unissued
shares  contributed  directly by the Company or shares  which shall have been or
which may be acquired by the Company.  The aggregate  number of shares of Common
Stock as to which  Options may be granted from time to time under the Plan shall
be 350,000 shares. The limitation established by the preceding sentence shall be
subject to adjustment as provided in Section 7(i) hereof.

                  (b) If any  outstanding  Option  under the Plan for any reason
expires or is terminated  without  having been  exercised in full, the shares of
Common Stock allocable to the  unexercised  portion of such Option shall (unless
the Plan shall have been terminated)  become available for subsequent  grants of
Options under the Plan.

         7.       Terms and Conditions of Options

                  Each Option granted pursuant to the Plan shall be evidenced by
Option  Agreements  in such  forms as the Board  may from time to time  approve.
Options shall comply with and be subject to the following terms and conditions:

                  (a) Option  Price.  Each Option shall state the Option  Price,
         which in the case of Incentive Stock Options shall be not less than one
         hundred percent (100%) of the Fair Market Value of the shares of Common
         Stock on the date of grant of the Option;  provided,  however,  that in
         the  case  of an  Incentive  Stock  Option  granted  to a  Ten  Percent
         Shareholder,  the Option  Price  shall not be less than one hundred ten
         percent  (110%) of such fair market  value.  The Option Price per share
         for Non-  Qualified  Options  shall not be less than the par value of a
         share of Common  Stock on the date of grant of the  Option.  The Option
         Price  shall be subject  to  adjustment  as  provided  in Section  7(i)
         hereof.  The date on which  the  Board  adopts a  resolution  expressly
         granting an Option shall be considered  the day on which such Option is
         granted.

                  (b)  Restrictions.  Any Common Stock issued under the Plan may
         contain  restrictions  including,  but not limited to,  limitations  on
         transferability that may constitute substantial risks of forfeiture, as
         the Board may determine.

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                  (c) Value of Shares.  Options  may be granted to any  eligible
         person  for  shares of Common  Stock of any  value,  provided  that the
         aggregate  Fair  Market  Value  (determined  at the time the  Option is
         granted) of the stock with respect to which Incentive Stock Options are
         exercisable for the first time by the Optionee during any calendar year
         (under all the plans of the Company,  its Parent and its  Subsidiaries)
         shall not exceed $100,000.

                  (d) Medium and Time of Payment. The Option Price shall be paid
         in full, at the time of exercise,  in cash or, with the approval of the
         Board,  in shares of Common  Stock  having a fair  market  value in the
         aggregate  equal to such Option Price or in a  combination  of cash and
         such shares.

                  (e) Term and Exercise of Options.

                      (1) Unless the applicable Option Agreement  otherwise
                  provides,   each  Option   shall   become   vested  and  first
                  exercisable in the following installments:

                      Year                               Percentage Exercisable
                      ----                               ----------------------
                      Less than Two Years                          0%
                      Two Years                                   20%
                      Three Years                                 20%
                      Four Years                                  25%
                      Five Years                                  35%

                      (2) Incentive Stock Options shall be exercisable over the
                  exercise  period  specified  by the  Board in the  Option
                  Agreement,  but in no event shall such period  exceed ten (10)
                  years from the date of the grant of each such Incentive  Stock
                  Option;  provided,  however,  that in the case of an Incentive
                  Stock  Option  granted  to  a  Ten  Percent  Shareholder,  the
                  exercise  period shall not exceed five (5) years from the date
                  of grant of such Option.  The exercise period shall be subject
                  to earlier  termination  as provided in Section  7(f) and 7(g)
                  hereof. An Incentive Stock Option may be exercised,  as to any
                  or all full shares of Common  Stock as to which the  Incentive
                  Stock Option has become exercisable,  by giving written notice
                  of such  exercise  to the Board;  provided  that an  Incentive
                  Stock  Option may not be  exercised at any one time as to less
                  than 100  shares  (or such  number  of  shares as to which the
                  Incentive  Stock Option is then  exercisable if such number of
                  shares is less than 100).


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                      (3) Non-Qualified Options shall be exercisable over a
                  period not to exceed ten (10) years.

                  (f)  Termination  of  Employment.  Except as  provided in this
         Section 7(f) and Section 7(g) hereof, an Option may not be exercised by
         persons  who are not  outside  consultants  to the  Company  unless the
         Optionee  is then a director  of or in the employ of the Company or any
         Parent or Subsidiary  of the Company (or a  corporation  or a Parent or
         Subsidiary  of such  corporation  issuing or  assuming  the Option in a
         transaction to which Section  425(a) of the Code  applies),  and unless
         the Optionee has remained  continuously a director or so employed since
         the date of grant of the  Option.  In the event all  association  of an
         Optionee  (other  than an outside  consultant)  with the Company (as an
         employee, or director or both) shall terminate (other than by reason of
         death or  Disability),  all  Options or  unexercised  portions  thereof
         granted to such Optionee which are then exercisable may, unless earlier
         terminated in accordance with their terms,  be exercised  within thirty
         (30)  days  after  such  termination;  provided,  however,  that if the
         association  of the  Optionee  with the  Company  shall  terminate  for
         "cause" (as determined by the Board), all Options  theretofore  granted
         to such  Optionee  shall,  to the  extent  not  theretofore  exercised,
         terminate  forthwith.  A  bona  fide  leave  of  absence  shall  not be
         considered a termination  or break in continuity of employment  for any
         purpose of the Plan so long as the period of such leave does not exceed
         ninety  (90) days or such longer  period  during  which the  Optionee's
         right to  reemployment  is guaranteed by statute or by contract.  Where
         the period of such leave  exceeds  ninety (90) days and the  Optionee's
         right to reemployment is not guaranteed, the Optionee's employment will
         be deemed to have  terminated  on the  ninety-first  (91st) day of such
         leave.  Nothing in the Plan or in any Option  granted  pursuant  hereto
         shall  confer upon an  employee  any right to continue in the employ of
         the  Company  or any of its  divisions  or  Parent or  Subsidiaries  or
         interfere  in any  way  with  the  right  of the  Company  or any  such
         divisions or Parent or  Subsidiary  to terminate or change the terms of
         such employment at any time.

                  (g) Death or Disability of Optionee. If an Optionee who was an
         outside  consultant  when his  Option  was  granted  shall die or if an
         Optionee  shall die while a director  of or  employed by the Company or
         any  Parent  or  Subsidiary  of  the  Company,  or  if  the  Optionee's
         employment  shall  terminate  by  reason  of  Disability,  all  Options
         theretofore  granted to such Optionee may, unless earlier terminated in
         accordance  with their  terms,  be  exercised by the Optionee or by the
         personal  representative  of the  Optionee's  estate or by a person who
         acquired the right to exercise such Option by bequest or inheritance or
         otherwise by reason of death of the  Optionee,  at any time within nine
         (9) months after the date of death or Disability  of the Optionee,  but
         in no

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         event later than the date of  expiration  of the Option,  provided that
         during the lifetime of the  Optionee  any Option  granted to him may be
         exercised only by the Optionee.

                  (h)  Nontransferability of Options.  Options granted under the
         Plan  shall not be  transferable  other  than by will or by the laws of
         descent and  distribution,  and Options  may be  exercised,  during the
         lifetime of the  Optionee,  only by the Optionee.  Notwithstanding  the
         preceding  sentence,  the  Board,  in its sole  discretion,  permit the
         assignment  or  transfer  of a  Non-Qualified  Option and the  exercise
         thereof  by a  person  other  than  an  Optionee,  on  such  terms  and
         conditions as the Board in its sole discretion may determine.  Any such
         terms  shall be  determined  at the time the  Non-Qualified  Option  is
         granted, and shall be set forth in the Option Agreement.

                  (i)      Effect of Certain Changes.

                           (1) If there is any change in the number of shares of
                  Common  Stock  through  the  declaration  of stock  dividends,
                  recapitalization resulting in stock splits, or combinations or
                  exchanges of such shares,  then the number of shares of Common
                  Stock available for Options, the number of such shares covered
                  by  outstanding  Options,  and the  price  per  share  of such
                  Options  shall be  proportionately  adjusted  to  reflect  any
                  increase or decrease in the number of issued  shares of Common
                  Stock; provided, however, that any fractional shares resulting
                  from such adjustment shall be eliminated.

                           (2)  In  the  event  of  a  proposed  dissolution  or
                  liquidation  of the Company,  or in the event of any corporate
                  separation  or  division,  including  but not  limited  to,  a
                  split-up, a split-off or spin-off,  the Board may provide that
                  the  holder of each  Option  then  exercisable  shall have the
                  right to  exercise  such  Option  (at its then  Option  Price)
                  solely  for the kind and  amount  of shares of stock and other
                  securities,   property,   cash  or  any  combination   thereof
                  receivable upon such dissolutions or liquidation, or corporate
                  separation  or  division;  or the  Board may  provide,  in the
                  alternative,  that each  Option  granted  under the Plan shall
                  terminate  as of a date to be  fixed by the  Board,  provided,
                  however, that no less than thirty (30) days' written notice of
                  the date so fixed shall be given to each  Optionee,  who shall
                  have  the  right,  during  the  period  of  thirty  (30)  days
                  preceding such termination,  to exercise the Options as to all
                  or any part of the  shares of Common  Stock  covered  thereby,
                  including  shares as to which such Options would not otherwise
                  be exercisable.

                           (3) If while unexercised  Options remain  outstanding
                  under the Plan (i) the Company executes a definitive agreement
                  to merge or consolidate with or

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                  into another  corporation  or to sell or otherwise  dispose of
                  substantially  all  its  assets,  (ii)  more  than  50% of the
                  Company's  then  outstanding  voting  stock is acquired by any
                  person  or  group or  (iii)  Robert  T.  Giaimo  ceases  to be
                  President   of  the   Company   (any  such   event   being  an
                  "Accelerating Event") then from and after the date of any such
                  agreement  or the date on  which  public  announcement  of the
                  acquisition  of such  percentage  shall  have been made or the
                  date on which Mr. Giaimo ceases to be President of the Company
                  (any such date being  referred to herein as the  "Acceleration
                  Date"),  all Options shall be exercisable in full,  whether or
                  not otherwise  exercisable.  Following the Acceleration  Date,
                  (a) the Board shall, in the case of a merger, consolidation or
                  sale or  disposition  of assets,  promptly make an appropriate
                  adjustment  to the number and class of shares of Common  Stock
                  available for Options, and to the amount and kind of shares or
                  other  securities or property  receivable upon exercise of any
                  outstanding   Options  after  the   effective   date  of  such
                  transaction,  and the price thereof, and (b) the Board may, in
                  its discretion, permit the cancellation of outstanding Options
                  in exchange for a cash payment in an amount per share  subject
                  to any  such  option  determined  by  the  Board  in its  sole
                  discretion,  but not less  than  the  difference  between  the
                  Option  Price per share and the Fair Market Value per share of
                  Common stock on the Acceleration Date.

                           (4) Paragraphs (2) and (3) of this Section 7(i) shall
                  not apply to a merger or consolidation in which the Company is
                  the surviving  corporation  and shares of Common Stock are not
                  converted into or exchanged for stock, securities or any other
                  corporation, cash or any other thing of value. Notwithstanding
                  the preceding sentence, in case of any consolidation or merger
                  of another  corporation  into the Company in which the Company
                  is  the  continuing  corporation  and  in  which  there  is  a
                  reclassification or change (including a change to the right to
                  receive cash or other  property) of the shares of Common Stock
                  (other than a change in par value, or from par value to no par
                  value,  or as a result of a subdivision  or  combination,  but
                  including  any change in such shares into two or more  classes
                  or series of shares), the Board may provide that the holder of
                  each Option then exercisable  shall have the right to exercise
                  such Option  solely for the kind and amount of shares of stock
                  and other  securities  (including  those of any new  direct or
                  indirect  parent  of  the  Company),  property,  cash  or  any
                  combination  thereof receivable by the holder of the number of
                  shares of Common  Stock for which such Option  might have been
                  exercised upon such reclassification, change, consolidation or
                  merger.


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                           (5) In the event of a change in the  Common  Stock as
                  presently constituted,  which is limited to a change of all of
                  its  authorized  shares with par value into the same number of
                  shares  with a different  par value or without par value,  the
                  shares  resulting  from any such change  shall be deemed to be
                  the Common Stock within the meaning of the Plan.

                           (6) To the  extent  that  the  foregoing  adjustments
                  relate to stock or securities of the Company, such adjustments
                  shall  be  made  by the  Board,  whose  determination  in that
                  respect shall be final, binding and conclusive,  provided that
                  each Option  granted  pursuant to this Plan and  designated an
                  Incentive  Stock Option shall not be adjusted in a manner that
                  causes  the  Option  to  fail to  continue  to  qualify  as an
                  Incentive  Stock  Option  within the meaning of Section 422 of
                  the Code.

                           (7) Except as hereinbefore expressly provided in this
                  Section 7(i),  the Optionee  shall have no rights by reason of
                  any  subdivision  or  consolidation  of shares of stock of any
                  class  or the  payment  of any  stock  dividend  or any  other
                  increase  or  decrease in the number of shares of stock of any
                  class or by reason of any dissolution, liquidation, merger, or
                  consolidation, and any issue by the Company of shares of stock
                  of any class, or securities  convertible  into shares of stock
                  of any class,  shall not affect,  and no  adjustment by reason
                  thereof  shall be made with  respect  to, the number or Option
                  Price of shares of Common  Stock  subject  to an  Option.  The
                  grant of an Option  pursuant  to the Plan  shall not affect in
                  any way the right or power of the Company to make adjustments,
                  reclassifications,  reorganizations  or changes of its capital
                  or  business  structure  or to merge or to  consolidate  or to
                  dissolve,  liquidate  or sell,  or transfer all or any part of
                  its business or assets.

                  (j) Rights as a Shareholder. An Optionee or a transferee of an
         Option shall have no rights as a shareholder with respect to any shares
         covered  by his  Option  until  the  date  of the  issuance  of a stock
         certificate to him for such shares.  No  adjustments  shall be made for
         dividends  (ordinary or extraordinary,  whether in cash,  securities or
         other property) or  distributions  or other rights for which the record
         date is prior to the date such stock  certificate is issued,  except as
         provided in Section 7(i) hereof.

                  (k) Other Provisions.  The Option Agreements  authorized under
         the Plan  shall  contain  such  other  provisions,  including,  without
         limitation,  (i) the imposition of restrictions upon the exercise of an
         Option and (ii) the inclusion of any condition not inconsistent with an
         Option designated by the Board as an Incentive Stock Option

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         qualifying  as an  Incentive  Stock  Option,  as the Board  shall  deem
         advisable, including provisions with respect to compliance with federal
         and applicable state securities laws.

         8.       Agreement by Optionee Regarding Withholding Taxes

                  (a) No later than the date of exercise  of any Option  granted
hereunder,   the  Optionee  will  pay  to  the  Company  or  make   arrangements
satisfactory to the Board regarding payment of any federal, state or local taxes
of any kind required by law to be withheld upon the exercise of such Option, and

                  (b) The Company shall, to the extent  permitted or required by
law, have the right to deduct from any payment of any kind  otherwise due to the
Optionee  any  federal,  state or local taxes of any kind  required by law to be
withheld upon the exercise of such Option.

         9.       Term of Plan

                  Options may be granted  pursuant to the Plan from time to time
within a period of ten (10)  years from the date on which the Plan is adopted by
the  Board,  provided  that no  Options  granted  under  the Plan  shall  become
exercisable  unless and until the Plan shall have been approved by the Company's
shareholders.

         10.      Savings Clause

                  Notwithstanding  any  other  provision  hereof,  this  Plan is
intended to qualify as a plan pursuant to which  Incentive  Stock Options may be
issued under Section 422 of the Code. If this Plan or any provision of this Plan
shall be held to be invalid or to fail to meet the  requirements  of Section 422
of the  Code or the  regulations  promulgated  thereunder,  such  invalidity  or
failure shall not affect the remaining  parts of this Plan,  but rather it shall
be construed and enforced as if the Plan or the affected provision  thereof,  as
the case may be,  complied in all respects with the  requirements of Section 422
of the Code.

         11.      Amendment and Termination of the Plan

                  The  Board  may at any  time and  from  time to time  suspend,
terminate,  modify or amend the Plan,  provided  that any  amendment  that would
materially  increase the aggregate  number of shares of Common Stock as to which
Options may be granted under the Plan, materially increase the benefits accruing
to  participants  under the Plan, or materially  modify the  requirements  as to
eligibility  for  participation  in the Plan shall be subject to the approval of
the  holders of a majority  of the Common  Stock  voting at a meeting at which a
quorum is present, except that any such increase or modification that may result
from adjustments

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authorized  by Section 7(i) hereof shall not require  such  approval.  Except as
provided  in  Section 7 hereof,  no  suspension,  termination,  modification  or
amendment of the Plan may adversely affect any Option previously  granted unless
the written consent of the Optionee is obtained.

         12.      Nonexclusivity of the Plan

                  Neither  the  adoption  of the  Plan  by  the  Board  nor  the
submission  of the Plan to  stockholders  of the Company for  approval  shall be
construed as creating any  limitations on the power or authority of the Board to
adopt such other or additional  incentive or other compensation  arrangements of
whatever  nature as the Board may deem  necessary  or  desirable  or preclude or
limit the  continuation  of any other  plan,  practice  or  arrangement  for the
payment of  compensation or fringe  benefits to employees  generally,  or to any
class or  group of  employees,  which  the  Company  or any  Subsidiary  now has
lawfully  put  into  effect,  including,  without  limitation,  any  retirement,
pension,  savings  and stock  purchase  plan,  insurance,  death and  disability
benefits and executive short-term incentive plans.

         13.      Nature of Payments

                  (a) All Options granted shall be in consideration of services
performed for the Company by the Optionee.

                  (b) All Options granted shall  constitute a special  incentive
benefit to the Optionee  and shall not be taken into  account in  computing  the
amount of salary or  compensation of the Optionee for the purpose of determining
any  benefits  under  any  pension,  retirement,   profit-sharing,  bonus,  life
insurance or other  benefit plan of the Company or under any  agreement  between
the  Company  and the  Optionee,  unless  such  plan or  agreement  specifically
otherwise provides.

         14.      Nonuniform Determinations

         The Board's  determinations under this Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive,
Options (whether or not such persons are similarly  situated).  Without limiting
the  generality  of the  foregoing,  the Board  shall be  entitled,  among other
things, to make nonuniform and selective  determinations  which may, inter alia,
reflect the specific  terms of individual  employment  agreements,  and to enter
into nonuniform and selective  Option  Agreements,  as to the persons to receive
Options and the terms and conditions of Options.



                                     - 11 -


<PAGE>



         15.      Section Headings

         The  section   headings   contained  herein  are  for  the  purpose  of
convenience  only and are not  intended to define or limit the  contents of said
sections.

Adopted by the Board of Directors on September 11, 1996.

Attest:


---------------------------                     --------------------------------
                                                Secretary
Date: ________________




                                     - 12 -

<PAGE>


                               SILVER DINER, INC.
                          STOCK OPTION PLAN AGREEMENT


         A Stock Option award is hereby granted  by_________________________,  a
_________________  corporation  ("Company"),  to the Key  Employee  named  below
("Optionee"),  for and with respect to common  stock of the  Company,  par value
_______  per  share  ("Common  Stock"),  subject  to  the  following  terms  and
conditions:

         1. Subject to the provisions set forth herein and the provisions of the
Stock Option Plan ("Plan"),  the provisions of which are hereby  incorporated by
reference,  and in  consideration of the agreements of Optionee herein provided,
the  Company  hereby  grants to  Optionee a Stock  Option to  purchase  from the
Company the number of shares of Common  Stock,  at the purchase  price per share
("Option  Exercise  Price"),  and on the schedule,  all as set forth below. Such
Stock Option is sometimes referred to herein as the "Award."

Name of Optionee:

Number of Shares
Subject to Stock Option:


Option Exercise Price
Per Share:


Date of Grant:

Exercise Schedule:

<TABLE>
<CAPTION>

            Number of Shares                              Exercise Period
         Subject to Stock Option                     Date First Exercisable             Expiration Date
         -----------------------                     ----------------------             ---------------
<S><C>


</TABLE>



         2. The exercise of all or any portion of the Award is conditioned  upon
the  acceptance by Optionee of the terms hereof as evidenced by his execution of
this Option  Agreement in the space provided  therefor at the end hereof and the
return of an executed copy to the Secretary of the Company.

         Written notice of an election to exercise any portion of the Award,  in
a form  substantially  identical  to that  attached  as an  Exhibit  hereto  and
specifying the portion thereof being exercised



<PAGE>



and the exercise date, shall be given by Optionee,  or his legal representative,
(a) by delivering such notice at the principal  executive offices of the Company
no later than the exercise date, or (b) by mailing such notice, postage prepaid,
addressed to the Secretary of the Company at the Company's  principal  executive
offices at least three business days prior to the exercise date.

         3. Neither Optionee nor any other person entitled to exercise the Stock
Option under the terms hereof shall be, or have any of the rights or  privileges
of, a  shareholder  of the  Company in respect of any Common  Stock  issuable on
exercise  of the  Stock  Option,  until  the  date  of the  issuance  of a stock
certificate for such Common Stock.

         4. If the Award shall be  exercised  in whole,  this  Option  Agreement
shall be  surrendered  to the  Company for  cancellation.  If the Award shall be
exercised in part, or a change in the number or  designation of the Common Stock
shall be made,  this  Option  Agreement  shall be  delivered  by Optionee to the
Company for the purpose of making appropriate  notation thereon, or of otherwise
reflecting,  in such manner as the Company shall determine, the partial exercise
or the change in the number or designation of the Common Stock.

         5. Optionee represents,  warrants and agrees that Optionee will acquire
and hold the shares  purchased on exercise of the Option for his own account for
investment and not with the view to the resale or distribution  thereof,  except
for resales or distributions in accordance with applicable  securities laws, and
that Optionee  will not, at any time or times,  directly or  indirectly,  offer,
sell, distribute, pledge, or otherwise grant a security interest in or otherwise
dispose  of or  transfer  all,  any  portion of or any  interest  in, any shares
purchased on exercise of the Option (or solicit an offer to buy,  take in pledge
or otherwise acquire or receive, all or any portion thereof).

         Optionee  acknowledges  that  Optionee  has  received  and  reviewed  a
description of the Common Stock of the Company and a copy of the Plan.  Optionee
further  acknowledges that Optionee has had the opportunity to ask questions of,
and  receive  answer  from,  the  officers  and  representatives  of the Company
concerning  all material  information  concerning  the Company and the terms and
conditions of the transactions in which Optionee is acquiring the Option and may
subsequently  acquire shares of the Common Stock.  Optionee further acknowledges
that  Optionee  understands  that  the  Company  may use the  proceeds  from the
exercise of the Option for general corporate purposes.

         6. The  grant of the  Award  hereunder  shall not be deemed to give the
Optionee  the right to be retained in the employ of the Company or to affect the
right of the Company to discharge the Optionee at any time.

         7. The Award shall be exercised in accordance with such administrative
regulations as the Board shall from time to time adopt.


                                     - 2 -


<PAGE>



         8. The Award and this Option Agreement shall be construed, administered
and  governed in all  respects  under and by the laws of the State of  Maryland,
without giving effect to principles of conflict of laws.

         9. The Award and this Option  Agreement are subject to the  requirement
that the shareholders of the Company approve and ratify the adoption of the Plan
no later than __________________, 1996.


                                       SILVER DINER, INC, a Delaware corporation


                                       By:__________________________________


         The  undersigned  hereby accepts the foregoing  Award and the terms and
conditions hereof.


                                       -------------------------------------
                                                      Key Employee



                                     - 3 -