RUBIO'S RESTAURANTS, INC.
AMENDED AND RESTATED
1993 STOCK OPTION/STOCK ISSUANCE PLAN
(As Amended through October 31, 1996)

ARTICLE I
GENERAL PROVISIONS

1. PURPOSE

This 1993 Stock Option/Stock Issuance Plan ("Plan") is intended to promote the interests of RUBIO'S RESTAURANTS, INC., a California corporation (the "Corporation"), by providing individuals who render valuable services to the Corporation and are thereby responsible for its financial success with the opportunity to acquire ownership interests in the Corporation so as to encourage them to continue to provide valuable services to the Corporation.

2. STRUCTURE OF THE PLAN

The Plan shall be divided into two separate components: the Option Grant Program specified in Article II and the Stock Issuance Program specified in Article III. Under the Option Grant Program, eligible individuals may be granted options to purchase shares of the Common Stock (as defined below) at discounts of up to 15% of the fair market value of such shares on the grant date. Under the Stock Issuance Program, eligible individuals may be immediately issued shares of the Common Stock at discounts of up to 15% from the fair market value of such shares at the time of issuance. Any securities issued under the Plan may be fully vested when issued or may vest over time.

3. ADMINISTRATION OF THE PLAN

A. The Plan shall be administered by the Corporation's Board of Directors (the "Board") or by a committee (a "Committee") of two (2) or more persons to which the Board has delegated one or more of its administrative powers or responsibilities under the Plan (the "Plan Administrator").

B. The Plan Administrator (the Board and any Committee, to the extent of the Committee's delegated authority) shall have full power and authority, subject to the express provisions of the Plan, to establish such rules and regulations as it may deem appropriate for proper administration and implementation of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding option grants or share issuances as it deems necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any outstanding option or share issuance.

4. OPTION GRANTS AND SHARE ISSUANCES

A. The persons eligible to receive option grants pursuant to the Option Grant Program ("Optionee") and/or share issuances under the Stock Issuance Program ("Participant") are limited to the following:

(I) employees (including officers and directors) of the Corporation (or any parent or subsidiary corporation);

(II) the non-employee members of the Board or the non-employee members of the board of directors of any parent or subsidiary corporations; and

(III) those consultants and other independent contractors who provide valuable services to the Corporation (or any parent or subsidiary corporations).

B. The Plan Administrator shall have the absolute discretion and authority (I) either to grant options in accordance with Article II of the Plan or to effect share issuance s in accordance with Article III of the Plan with respect to eligible individuals, (II) with respect to the option grants made under the Plan, to determine the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a non-statutory option not intended to meet such requirements, the time or times at which each granted option is to become exercisable and the maximum term for which the option may remain outstanding, and (III) with respect to share issuances under the Stock Issuance Program, to determine the number of shares to be issued to each Participant, the vesting schedule (if any) to be applicable to the issued shares, and the consideration to be paid by the individual for such shares.

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