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                                                                   EXHIBIT 10.19

                        ADVANTICA STOCK OPTION PLAN (*)

1. PURPOSE OF THE PLAN

This Advantica Stock Option Plan (the "Plan") is intended to promote the
interest of Advantica Restaurant Group, Inc. ("Advantica") and its Subsidiaries
by providing the employees of the Company, who are largely responsible for the
management, growth and protection of the business of the Company, with
incentives and rewards to encourage them to continue in their employment with
the Company.

2. DEFINITIONS

As used in the Plan, the following definitions apply to the terms indicated
below:

(a) "Agreement" shall mean the agreement, in the form the Committee may approve
from time to time, which evidences an Option granted pursuant to the Plan and
entered into, at the direction of the Committee, with a Participant.

(b) "Board of Directors" shall mean the Board of Directors of Advantica.

(c) "Cause" when used in connection with the termination of a Participant's
employment with the Company, shall mean the termination of the Participant's
employment by the Company because of (A) an act or acts by him, or any omission
by him, constituting a felony, if the Participant has entered a guilty plea or
confession to, or has been convicted of, such felony, (B) any act of fraud or
dishonesty by the Participant which results in or is intended to result in any
financial or economic harm to the Company as determined by the Committee in its
sole discretion or (C) a breach of a material provision of any employment
agreement between the Participant and the Company.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

(e) "Committee" shall mean the Committee designated by the Board of Directors
pursuant to Section 4 hereof from time to time.

(f) "Common Stock" shall mean Advantica's common stock, $.01 par value per
share.

(g) "Company" shall mean Advantica, a Delaware corporation, and each of its
Subsidiaries.

(*)(AS ADOPTED ON JANUARY 28, 1998, AMENDED ON SEPTEMBER 28, 1998, AMENDED AND
RESTATED ON MARCH 15, 1999 AND AMENDED ON MAY 19, 1999 AND ON NOVEMBER 28, 2001)


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(h) "Disability" shall mean any physical or mental condition which would qualify
a Participant for a disability benefit under the long-term disability plan
maintained by the Company and applicable to that particular Participant.

(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(j) "Fair Market Value" of a share of Common Stock on any day shall be the fair
market value of the Common Stock on such day as determined by utilizing a
reasonable valuation method established by the Committee in its sole discretion
to be applied on a consistent basis to all Participants.

(k) "Incentive Stock Option" shall mean an Option that is intended to satisfy
the requirements applicable to an "incentive stock option" as that term is
described in Section 422(b) of the Code.

(l) "Nonqualified Stock Option" shall mean an Option that is not intended to be
treated as an "incentive stock option" as that term is described in Section
422(b) of the Code.

(m) "Officer" shall mean any vice president or higher ranking officer of the
Company.

(n) "Option" shall mean an option to purchase shares of Common Stock granted
pursuant to Section 6 hereof. Each Option shall be identified by the Committee
in the Agreement as either a Nonqualified Stock Option or an Incentive Stock
Option.

(o) "Participant" shall mean an individual who is eligible to participate in the
Plan pursuant to Section 5 hereof and to whom an Option is granted pursuant to
the Plan, and, upon his death, his successors, heirs, executors, and
administrators, as the case may be.

(p) "Plan" shall mean this Advantica Stock Option Plan (formerly known as the
Advantica Restaurant Group Officer Stock Option Plan), as it may be amended from
time to time. Effective March 15, 1999, the Advantica Restaurant Group Stock
Option Plan merged with and into this Plan.

(q) "Securities Act" shall mean the Securities Act of 1933, as amended.

(r) "Subsidiary" shall mean any corporation in which, at the time of reference,
Advantica owns, directly or indirectly, stock comprising more than fifty percent
of the total combined voting power of all classes of stock of such corporation.

(s) "Voluntary Termination" shall mean any voluntary termination by the
Participant of his employment relationship with the Company.


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3. STOCK SUBJECT TO THE PLAN

Subject to the adjustment as provided in Section 7 hereof, the Committee may
grant Options under the Plan with respect to a number of shares of Common Stock
that does not exceed 7,388,888 shares and, with respect to any individual
Participant, does not exceed 3,000,000 shares during any calendar year. In the
event that any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock subject to the unexercised portion of such
Option shall again be available for grants under the Plan for purposes of the
7,388,888 share limit stated above. Shares of Common Stock issued under the Plan
may be either newly issued shares or treasury shares, at the discretion of the
Committee.

4. ADMINISTRATION OF THE PLAN

The Plan shall be administered by a Committee of the Board of Directors
consisting of three or more persons as designated by the Board of Directors. The
Committee shall have full authority to designate, from time to time, those
individuals who shall be granted Options and the number of shares of Common
Stock covered by such Options.

The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Option issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Committee
shall be final and binding on all parties.

The Committee may, in its absolute discretion, accelerate the date on which any
Option becomes exercisable or upon termination of the Participant's employment
with the Company, permit a terminated individual's Options to continue to be
exercisable for the remainder of the term of such Options or any portion
thereof. In addition, the Committee may, in its absolute discretion, grant
Options to Participants on the condition that such Participants surrender to the
Committee for cancellation such other Options (including, without limitation,
Options with higher exercise prices) as the Committee specifies. In such case,
both the Option that is deemed to be canceled and the Option that is deemed to
be granted shall reduce the maximum number of shares for which Options may be
granted to any individual Participant as set forth in Section 3.

The Committee shall have full authority to delegate to a subcommittee of
directors (the "Subcommittee") any and all authority granted to the Committee
with respect to the Plan, such Subcommittee to be constituted and to have such
authority as may be necessary to satisfy any and all requirements of Rule 16b-3
promulgated under Section 16 of the Exchange Act and/or Section 162(m) of the
Code and the regulations thereunder with respect to any Option granted or
exercised pursuant to the terms of the Plan.

No member of the Committee or Subcommittee shall be liable for any action,
omission, or determination relating to the Plan, and Advantica shall indemnify
and hold harmless each member of the Committee or Subcommittee and each other
director or employee of the Company to whom any duty or power relating to the
administration or interpretation of the Plan has been delegated against any cost
or expense (including counsel fees) or liability (including any sum paid in


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settlement of a claim with the approval of Advantica) arising out of any action,
omission or determination relating to the Plan, unless, in either case, such
action, omission or determination was taken or made by such member, director or
employee in bad faith and without reasonable belief that it was in the best
interests of the Company.

5. ELIGIBILITY

The persons who shall be eligible to receive Options pursuant to the Plan shall
be those employees of the Company who have responsibility for the management,
growth and protection of the business of the Company, whom the Committee in its
sole discretion shall select from time to time.

6. OPTIONS

Options granted pursuant to the Plan shall be evidenced by an Agreement. Options
shall comply with and be subject to the following terms and conditions:

(a) Identification of Options/Incentive Stock Option Eligibility

All Options granted under the Plan shall be identified in the Agreement as
either a Nonqualified Stock Option or an Incentive Stock Option; however, unless
specifically designated and identified by the Committee as an Incentive Stock
Option, each Option granted shall be deemed to be a Nonqualified Stock Option.
Only Officers of the Company shall be eligible for grants of Incentive Stock
Options. Incentive Stock Options may not be granted after the expiration of ten
years from the date of this Plan's adoption by the Board of Directors.

(b) Exercise Price

The exercise price in respect of each share of Common Stock covered by any
Option granted under the Plan shall be such price as the Committee shall
determine on the date on which such Option is granted.

(c) Term and Exercise of Options

(1) Each Option shall be exercisable on such date or dates, during such period
and for such number of shares of Common Stock as shall be determined by the
Committee on the day on which such Option is granted and set forth in the Option
Agreement with respect to such Option; provided, however, that each Option shall
be subject to earlier termination, expiration or cancellation as provided in
this Plan.

(2) Each Option shall be exercisable in whole or in part. Any partial exercise
of an Option shall not cause the expiration, termination or cancellation of the
remaining portion thereof.

(3) Subject to the provisions of Section 11 hereof, an Option shall be exercised
by delivering notice to Advantica's principal office, to the attention of its
Secretary or his or her designee, in


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such form and in accordance with such procedures as may be provided from time to
time by the office of the Secretary of Advantica which may include the
requirement that such notice: (i) specify the number of shares of Common Stock
with respect to which the Option is being exercised and (ii) specify the
effective date of the proposed exercise. The Participant may withdraw such
notice at any time prior to the opening of business on the business day of the
proposed exercise. Payment for shares of Common Stock purchased upon the
exercise of an Option shall be made on the effective date of such exercise
either (i) in cash, by certified check, bank cashier's check or wire transfer;
(ii) subject to the disallowance by the Committee (such disallowance may be
made, in the Committee's sole discretion, for any reason whatsoever or for no
reason), in shares of Common Stock owned by the Participant and valued at their
Fair Market Value on the effective date of such exercise, or partly in shares of
Common Stock with the balance in cash, by certified check, bank cashier's check
or wire transfer, or (iii) subject to the disallowance by the Committee (such
disallowance may be made in the Committee's sole discretion, for any reason
whatsoever or for no reason) and at the election of the Participant, in a number
of shares of Common Stock to be withheld by the Company from the total number of
such shares purchased, the Fair Market Value of which at the exercise date the
Committee shall determine to be sufficient to pay the exercise price. Any
payment in shares of Common Stock shall be effected by the delivery of such
shares to the Secretary of Advantica, duly endorsed in blank or accompanied by
stock powers duly endorsed in blank, together with any other documents and
evidences as the Secretary of Advantica shall require from time to time.

(4) Certificates for shares of Common Stock purchased upon the exercise of an
Option shall be issued in the name of the Participant or, at the election of the
Participant, in the name of a broker designated by the Committee, in its sole
discretion, to hold such shares on behalf of and for the benefit of the
Participant. Such shares shall be delivered accordingly as soon as practicable
following the effective date on which the Option is exercised.

(5) During the lifetime of a Participant, unless otherwise so provided in the
Agreement, each Option granted to him shall be exercisable only by him. No
option shall be assignable or transferable otherwise than by will or by the laws
of descent and distribution. Notwithstanding the foregoing, an Agreement may
provide, at the sole discretion of the Committee, that certain identified
Nonqualified Stock Options are transferable by gift to such persons or entities
and under such terms and conditions as specified in the Agreement.

(d) Effect of Termination of Employment

Except as otherwise provided in the Agreement or in an employment agreement
executed by the Company's President and subject to the provisions of Section 4
hereof:

(1) In the event that the employment of a Participant with the Company shall
terminate due to death, Disability or retirement of the Participant (i) Options
granted to such Participant, to the extent that they were exercisable at the
time of such termination, shall remain exercisable until the expiration of one
year after such termination, on which date they shall expire and terminate; and
(ii) Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire and terminate at the
close of business on the date of such termination; provided, however, that no
Option shall be exercisable after the expiration of its


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term.

(2) In the event of a Voluntary Termination of employment or other termination
of a Participant's employment for any reason other than for Cause, all
outstanding Options, to the extent that they were exercisable on the date of
termination, shall continue to be exercisable for a period of 60 days from the
date of termination. After the lapse of such 60 days, all Options, exercisable
or not exercisable on the date of termination, shall expire and be terminated;
provided, however, that no Option shall be exercisable after the expiration of
its term.

(3) In the event the termination of a Participant's employment is for Cause, all
outstanding Options granted to such Participant, exercisable or not exercisable,
shall expire and terminate at the commencement of business on the date of such
termination.

7. ADJUSTMENT UPON CHANGES IN COMMON STOCK

(a) Shares Available for Grants

In the event of any change in the number of shares of Common Stock outstanding
by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or similar corporate change,
the maximum aggregate number of shares of Common Stock with respect to which the
Committee may grant Options shall be appropriately adjusted by the Committee. In
the event of any change in the number of shares of Common Stock outstanding by
reason of any other event or transaction, the Committee may, but need not, make
such adjustments in the number and class of shares of Common Stock with respect
to which Options may be granted as the Committee may deem appropriate.

(b) Outstanding Options - Increase or Decrease in Issued Shares Without
Consideration

Subject to any required action by the shareholders of Advantica, in the event of
any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares of Common Stock or the
payment of a stock dividend (but only on the shares of Common Stock), or any
other increase or decrease in the number of such shares effected without receipt
of consideration by Advantica, the Committee shall proportionally adjust the
number of shares of Common Stock subject to each outstanding Option and the
exercise price per share of Common Stock in respect of each such Option.

(c) Outstanding Options - Certain Mergers

Subject to any required action by the shareholders of Advantica, in the event
that Advantica shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option outstanding
on the date of such merger or consolidation shall pertain to and apply to the
securities which a holder of the number of shares of Common Stock subject to
such Option would have received in such merger or consolidation.


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(d) Outstanding Options - Certain Other Transactions

In the event of (i) a dissolution or liquidation of Advantica, (ii) a sale of
all or substantially all of Advantica's assets, (iii) a merger or consolidation
involving Advantica in which Advantica is not the surviving corporation or (iv)
a merger or consolidation involving Advantica in which Advantica is the
surviving corporation but the holders of shares of Common Stock receive
securities of another corporation and/or other property, including cash, the
Committee shall, in its absolute discretion, have the power to:

         (i) cancel, effective immediately prior to the occurrence of such
         event, each Option outstanding immediately prior to such event (whether
         or not then exercisable), and, in full consideration of such
         cancellation, pay to the Participant to whom such Option was granted an
         amount in cash for each share of Common Stock subject to such Option,
         equal to the excess of (a) the value, as determined by the Committee in
         its absolute discretion, of the property (including cash) received or
         to be received by the holder of a share of Common Stock as a result of
         such event over (b) the exercise price in respect of each share of
         Common Stock covered by such Option; or

         (ii) provide for the exchange of each Option outstanding immediately
         prior to such event (whether or not then exercisable) for an option on
         some or all of the property for which each share of Common Stock
         subject to such Option is exchanged and, incident thereto, make an
         equitable adjustment as determined by the Committee in its absolute
         discretion in the exercise price of the Option, or the number of shares
         or amount of property subject to the Option or, if appropriate, provide
         for a cash payment to the Participant to whom such Option was granted
         in partial consideration for the exchange of the Option.

(e) Outstanding Options - Other Changes

In the event of any change in the capitalization of Advantica or corporate
change other than those specifically referred to in Section 7(a), (b), (c) or
(d) hereof, the Committee may, in its absolute discretion, make such adjustments
in the number and class of shares subject to Options outstanding on the date on
which such change occurs and in the per share exercise price of each such Option
as the Committee may consider appropriate to prevent dilution or enlargement of
rights.

(f) No Other Rights

Except as expressly provided in the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of stock of any class,
the payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger or consolidation of
Advantica or any other corporation. Except as expressly provided in the Plan, no
issuance by Advantica of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock
subject to an Option or the exercise price of any Option.


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8. RIGHTS AS A STOCKHOLDER

No person shall have any rights as a stockholder with respect to any shares of
Common Stock covered by or relating to any Option granted pursuant to this Plan
until the date of the issuance of a stock certificate with respect to such
shares. Except as otherwise expressly provided in Section 7 hereof, no
adjustment to any Option shall be made for dividends or other rights for which
the record date occurs prior to the date on which such stock certificate is
issued.

9. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO OPTION

Nothing contained in the Plan or any Option shall confer upon any Participant
any right with respect to the continuation of his or her employment with the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such relationship or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Option.

No person shall have any claims or right to receive an Option hereunder. The
Committee's granting of an Option to a Participant at any time shall neither
require the Committee to grant an Option to such Participant or any other
Participant or other person at any time nor preclude the Committee from making
subsequent grants to such Participant or any other Participant or other person.

10. SECURITIES LAW MATTERS

(a) Advantica shall be under no obligation to effect the registration pursuant
to the Securities Act of any shares of Common Stock to be issued hereunder or to
effect similar compliance under any state laws. Notwithstanding anything herein
to the contrary, Advantica shall not be obligated to cause to be issued or
delivered any certificates evidencing shares of Common Stock pursuant to the
Plan unless and until Advantica is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded. The Committee may require,
as a condition of the issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such shares
make such covenants, agreements and representations, and that such certificates
bear such legends, as the Committee, in its sole discretion, deems necessary or
desirable.

(b) The exercise of any Option granted hereunder shall only be effective at such
time as counsel to Advantica shall have determined that the issuance and
delivery of shares of Common Stock pursuant to such exercise is in compliance
with all applicable laws, regulations of governmental authority and the
requirements of any securities exchange or market on which shares of Common
Stock are traded. Advantica may, in its sole discretion, defer the effectiveness
of any exercise of an Option granted hereunder in order to allow the issuance of
shares of Common Stock pursuant thereto to be made pursuant to an effective
registration statement or an exemption from such registration or other methods
for compliance available under federal or state securities laws.


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Advantica shall inform the Participant in writing of its decision to defer the
effectiveness of the exercise of an Option granted hereunder. During the period
that the effectiveness of the exercise of an Option has been deferred, the
Participant may, by written notice, withdraw such exercise and obtain the refund
of any amount paid or delivered with respect thereto.

11. WITHHOLDING TAXES

(a) Cash Remittance

Whenever shares of Common Stock are to be issued upon the exercise of an Option,
the Participant shall be required, as a condition to the exercise of the related
Option, to remit to the Company in cash an amount sufficient to satisfy federal,
state and local withholding tax requirements, if any, attributable to such
exercise prior to the delivery of any certificate or certificates for such
shares.

(b) Stock Remittance

At the election of the Participant, subject to the disallowance of the Committee
(such disallowance may be made by the Committee in its sole discretion for any
reason whatsoever or for no reason), when shares of Common Stock are to be
issued upon the exercise of any Option, in lieu of the cash remittance required
by Section 11(a) hereof, the Participant may tender to the Company a number of
shares of Common Stock determined by such Participant, the Fair Market Value of
which at the tender date the Committee determines, in its sole discretion, to be
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise and not greater than the Participant's
calculated total federal, state and local tax obligations associated with such
exercise.

(c) Stock Withholding

At the election of the Participant, subject to the disallowance of the Committee
(such disallowance may be made by the Committee in its sole discretion for any
reason whatsoever or for no reason), when shares of Common Stock are to be
issued upon the exercise of an Option, in lieu of the cash remittance required
by Section 11(a) hereof, the Company shall withhold a number of such shares, the
Fair Market Value of which at the exercise date the Committee determines (in its
sole discretion) to be sufficient to satisfy the federal, state and local
withholding tax requirements, if any, attributable to such exercise and not
greater than the Participant's calculated total federal, state and local tax
obligations associated with such exercise.

12. AMENDMENT OF THE PLAN; TERM OF THE PLAN

The Board of Directors or the Committee may at any time suspend, discontinue or
terminate the Plan. Additionally, the Board of Directors or the Committee may
revise or amend the Plan in any respect whatsoever subject only to any
applicable law, regulation or exchange/market requirement, provided that no
amendment or discontinuance may, in the absence of written


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consent to the change by the affected Participant, adversely affect the rights
of any Participant under any Option granted under the Plan prior to the date
such amendment is adopted by the Board or the Committee. The Plan shall continue
in existence until terminated by the Board of Directors or the Committee
pursuant to the terms set forth herein.

13. NO OBLIGATION TO EXERCISE

The grant to a Participant of an Option shall impose no obligation upon such
Participant to exercise such Option.

14. TRANSFERS UPON DEATH

Unless otherwise provided in the Agreement, upon the death of a Participant,
outstanding Options granted to such Participant may be exercised only by the
executors or administrators of the Participant's estate or by any person or
persons who shall have acquired such right to exercise by will or by the laws of
descent and distribution. No transfer by will or the laws of descent and
distribution of any Option, or the right to exercise any Option, shall be
effective to bind the Company unless the Committee shall have been furnished
with (a) written notice thereof and with a copy of the will and/or such evidence
as the Committee may deem necessary to establish the validity of the transfer
and (b) an agreement by the transferee to comply with all the terms and
conditions of the Option that are or would have been applicable to the
Participant and to be bound by the acknowledgments made by the Participant in
connection with the grant of the Option.

15. EXPENSES

The expenses of the Plan shall be paid by the Company.

16. FAILURE TO COMPLY

In addition to the remedies of the Company elsewhere provided for herein, if a
Participant shall fail to comply with any of the terms or conditions of the Plan
or the Agreement, the Committee may cancel such Option and cause such Option to
be forfeited, in whole or in part, as the Committee, in its absolute discretion,
may determine, unless such failure is remedied by such Participant within ten
days after such Participant's receipt of written notice of such failure from the
Committee or the Company.

17. EFFECTIVE DATE

The Plan initially was adopted by the Board of Directors and effective on
January 28, 1998, subject to the approval of shareholders of Advantica in
accordance with applicable laws and regulations. Such shareholder approval was
received on June 18, 1998. The Plan, as last amended, is effective on November
28, 2001.


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