
                                    EXHIBIT A

                                   ARC CAPITAL
                           RESTRICTED STOCK AGREEMENT


     THIS AGREEMENT is made as of the 10th day of January,  1997, by and between
ARC Capital (the "Company"), and James Ewan ("Employee").

                                  R E C I T A L

     Pursuant to the ARC Capital 1997  Restricted  Stock Plan (the "Plan"),  the
Board of Directors  of the Company (the "Plan  Committee")  has  authorized  the
granting to Employee  that number of  restricted  shares of Class A Common Stock
(the  "Common  Stock") of the Company  specified  in Paragraph 1 hereof upon the
terms and conditions hereinafter stated.

                                A G R E E M E N T

     NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:

     1. Number of Shares.  Pursuant to said  action of the Plan  Committee,  the
Company hereby grants to Employee  572,000 shares of Common Stock of the Company
("Shares") subject to the restrictions and conditions set forth in Paragraphs 2,
3 and 4.

     2. Restrictions;  Forfeitability.  Ten percent (10%) of the Shares shall be
forfeited  and  returned  to the  Company  for  cancellation  if the  Employee's
employment  with the Company or a subsidiary of the Company  terminates  for any
reason  at any  time  prior to the  third  anniversary  of this  award or if the
payments  required  hereunder are not made.  Ninety  percent (90%) of the Shares
shall be forfeited  and returned to the Company if either the above  termination
of employment or failure to pay occurs or if the Common Stock of the Company has
not reached a closing price on the Nasdaq Stock Market,  Nasdaq National Market,
or any stock  exchange  of at least $20 per share and  maintained  a price of at
least $20 per share for a period of 30 consecutive days at any time prior to the
third anniversary of this award.

     3. Payment When Restrictions Lapse. The lapse of any restrictions hereunder
shall be  conditioned  upon the  payment by the  Employee  to the Company of the
amount  of $1.80 per Share  (the fair  market  value of the Share on the date of
this award) plus the amount of applicable  federal,  state and local withholding
taxes as required by Paragraph 4.

     4. Tax  Withholding.  As a condition  to lapse of the  restrictions  on the
Shares,  the  Company  may  require  Employee  to pay  over to the  Company  all
applicable  federal,  state and local  taxes  which the  Company is  required to
withhold with respect to the Shares upon their becoming  nonforfeitable.  At the
discretion  of the Plan  Committee  and upon the  request of the  Employee,  the
withholding tax requirements may be satisfied by the Employee's returning to the
Company  Shares with a fair market value equal to the  aggregate  amount of such
taxes.

     5.  Nontransferability;  Legend.  Shares may not be assigned or transferred
while the  restrictions  are in effect.  The certificates for Shares shall carry
the following legend:

             THESE SHARES MAY NOT BE TRANSFERRED AND ARE SUBJECT TO
          FORFEITURE UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT.

     6. No Right to Employment. Nothing in this Award shall confer upon Employee
any right to  continue  in the employ of the  Company or to  continue to perform
services for the Company or any subsidiary,  or shall interfere with or restrict
in any way the rights of the Company to discharge  or terminate  Employee at any
time for any reason whatsoever, with or without good cause.

     7. Dissolution of the Company. Any Shares subject to restrictions which are
not waived by the Plan Committee  shall be forfeited and returned to the Company
for cancellation upon the dissolution of the Company.

     8. Plan Governs.  This Agreement is in all respects  limited by and subject
to the express terms and  provisions of that Plan, as it may be construed by the
Plan Committee. Employee hereby acknowledges receipt of a copy of the Plan.

     9.  Notices.  All notices to the Company shall be addressed to the Chairman
of the Plan  Committee of the Board of Directors of the Company at the principal
office of the Company at 2067 Commerce Drive,  Medford, OR 97504 and all notices
to Employee  shall be  addressed  to Employee at the address of Employee on file
with the  Company  or a  subsidiary,  or to such  other  address  as either  may
designate to the other in writing.  A notice shall be deemed to be duly given if
and when enclosed in a properly  addressed  sealed envelope  deposited,  postage
prepaid, with the United States Postal Service. In lieu of giving notice by mail
as  aforesaid,  written  notice  under this  Agreement  may be given by personal
delivery to Employee or to the  Chairman of the Plan  Committee  of the Board of
Directors of the Company (as the case may be).

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.


                                                    ARC Capital


                                                    By__________________________
                                                      William Young,
                                                      Chief Executive Officer


                                                    EMPLOYEE


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                                                            (Signature)

                                                    Address:

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