<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>FORM OF RIGHTS AGREEMENT

<TEXT>



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                         GARDEN FRESH RESTAURANT CORP.



                                      AND



                         EQUISERVE TRUST COMPANY, N.A.



                                 Rights Agent











                                RIGHTS AGREEMENT



                         Dated as of February 15, 2001

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<TABLE>

<CAPTION>



                               TABLE OF CONTENTS                                  Page



<S>                                                                                  <C>

Certain Definitions...........................................................       1

Appointment of Rights Agent...................................................       5

Issuance of Right Certificates................................................       5

Form of Right Certificates....................................................       6

Countersignature and Registration.............................................       7

Transfer, Split Up, Combination and Exchange of Right Certificates;

Mutilated, Destroyed, Lost or Stolen Right Certificates.......................       8

Exercise of Rights; Purchase Price; Expiration Date of Rights.................       8

Cancellation and Destruction of Right Certificates............................       9

Reservation and Availability of Shares of Preferred Stock.....................      10

Preferred Stock Record Date...................................................      11

Adjustments to Number and Kind of Shares, Number of Rights or Purchase Price..      11

Certification of Adjustments..................................................      19

Consolidation, Merger or Sale or Transfer of Assets or Earning Power..........      19

Fractional Rights and Fractional Shares.......................................      22

Rights of Action..............................................................      23

Agreement of Right Holders....................................................      23

Right Certificate Holder Not Deemed a Stockholder.............................      24

Concerning the Rights Agent...................................................      24

Merger or Consolidation or Changed Name of Rights Agent.......................      25

Duties of Rights Agent........................................................      25

Change of Rights Agent........................................................      27

Issuance of New Right Certificates............................................      28

Redemption....................................................................      28

Exchange of Rights for Common Stock...........................................      29

Notice of Proposed Actions....................................................      30

Notices.......................................................................      31

Supplements and Amendments....................................................      31

Successors....................................................................      32

Benefits of this Rights Agreement.............................................      32

Governing Law.................................................................      32

Counterparts..................................................................      32

Descriptive Headings..........................................................      32

Severability..................................................................      32

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                                       i

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                               RIGHTS AGREEMENT

                               ----------------





     This Rights Agreement ("Rights Agreement"), is dated as of February 15,

2001, between Garden Fresh Restaurant Corp., a Delaware corporation (the

"Company"), and EquiServe Trust Company, N.A. (the "Rights Agent").



                              W I T N E S S E T H:

                              - - - - - - - - - -



     WHEREAS, the Board of Directors of the Company on February 15, 2001 (i)

authorized the issuance and declared a dividend of one right ("Right") for each

share of the common stock of the Company ("Common Stock") outstanding as of the

Close of Business (as such term is hereinafter defined) on March 16, 2001 (the

"Record Date"), each Right representing the right to purchase one one-hundredth



of a share of Series A Preferred Stock of the Company having the rights, powers

and preferences set forth in the form of Certificate of Designation attached

hereto as Exhibit A upon the terms and subject to the conditions hereinafter set

          ---------

forth, and (ii) further authorized the issuance of one Right with respect to

each share of Common Stock of the Company that shall become outstanding between

March 16, 2001, and the Distribution Date (as such term is hereinafter defined);



     NOW, THEREFORE, in consideration of the premises and the mutual agreements

herein set forth, the parties agree as follows:



     1.    Certain Definitions.  For purposes of this Rights Agreement the

           -------------------

following terms shall have the meanings indicated:



          (a)  "Acquiring Person" shall mean any Person (as such term is

hereinafter defined) who or which, together with all Affiliates (as such term is

hereinafter defined) and Associates (as such term is hereinafter defined) of

such Person, without the prior approval of the Board of Directors, shall be the

Beneficial Owner (as such term is hereinafter defined) of twenty percent (20%)

or more of the outstanding Common Stock; provided, however, that in no event

shall a Person who or which, together with all Affiliates and Associates of such

Person, is the Beneficial Owner of less than 20% of the Company's outstanding

shares of Common Stock, become an Acquiring Person solely as a result of a

reduction of the number of shares of outstanding Common Stock, including

repurchases of outstanding shares of Common Stock by the Company, which

reduction increases the percentage of outstanding shares of Common Stock

beneficially owned by such Person, provided, however, that if a Person shall

                                   --------  -------

become the Beneficial Owner of 20% or more of the Company's outstanding shares

of Common Stock then outstanding solely by reason of a reduction of the number

of shares of outstanding Common Stock, and shall thereafter become the

Beneficial Owner of any additional shares of Common Stock of the Company, then

such Person shall be deemed to be an "Acquiring Person" unless upon the

consummation of the acquisition of such additional shares of Common Stock such

person does not own twenty percent (20%) or more of the shares of Common Stock

then outstanding, and provided further, that an Acquiring Person shall not

                      -------- -------

include an Exempt Person (as such term is hereinafter defined). Notwithstanding

the foregoing, if the Board of Directors of the Company determines in good faith

that a Person who would otherwise be an "Acquiring Person," as defined pursuant

to the foregoing provisions of this paragraph (a), has become such inadvertently

(including, without limitation, because (i) such Person was unaware that it

beneficially owned a percentage of Common Stock that would otherwise cause such

Person to be an "Acquiring Person" or (ii) such Person was aware of the extent

of its Beneficial Ownership but had no actual knowledge of the consequences of

such Beneficial Ownership under this Rights Agreement) and without any intention

of changing or influencing control of the Company, and



                                       1

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such Person divests as promptly as practicable a sufficient number of shares of

Common Stock so that such Person would no longer be an "Acquiring Person," as

defined pursuant to the foregoing provisions of this paragraph (a), then such

Person shall not be deemed to be or to have become an "Acquiring Person" for any

purposes of this Rights Agreement.



     (b)  "Affiliate" and "Associate" shall have the respective meanings

ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under

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