Edgar Filing: ARK RESTAURANTS CORP

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the registrant [X]
Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for use by
the Commission Only

[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12

ARK RESTAURANTS CORP.
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(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

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(2) Aggregate number of securities to which transactions applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
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schedule and the date of its filing.

(1) Amount previously paid:

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(4) Date filed:

ARK RESTAURANTS CORP.

85 Fifth Avenue
New York, New York 10003

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on March 11, 2004

To Shareholders of
ARK RESTAURANTS CORP.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ark
Restaurants Corp. (the "Company") will be held on March 11, 2004 at 10:00 A.M.
at Bryant Park Grill, located at 25 West 40th Street, New York, New York for the
following purposes:

(1) To elect a board of seven directors;

(2) To approve the Ark Restaurants Corp. 2004 Stock Option Plan;

(3) To ratify the appointment of J.H. Cohn LLP as independent auditors
for the 2004 fiscal year; and

(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on February 6,
2004 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting. All shareholders are cordially invited to
attend.

YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW THE PROXY AND VOTE
YOUR OWN SHARES.

By Order of the Board of Directors,

Vincent Pascal
Secretary and Senior Vice President
New York, New York
February 9, 2004

ARK RESTAURANTS CORP.

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PROXY STATEMENT

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

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of Ark Restaurants Corp., a New York
corporation (the "Company"), of proxies to be voted at the Annual Meeting of
Shareholders to be held at Bryant Park Grill, located at 25 West 40th Street,
New York, New York, at 10:00 A.M. on March 11, 2004 and at any adjournment or
adjournments thereof (the "Meeting").

If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
therein and if no instructions are given, will be voted (i) IN FAVOR of the
nominees for election as directors, (ii) IN FAVOR of adoption of the Company's
2004 Stock Option Plan, (iii) IN FAVOR of the ratification of the appointment
of J.H.Cohn LLP as independent auditors for the Company for the 2004 fiscal
year and (iv) in accordance with the best judgment of the named proxies on any
other matters properly brought before the Meeting. Election of directors will
be determined by a plurality of votes cast at the Meeting in person or by
proxy. Approval of the Company's 2004 Stock Option Plan, ratification of
the appointment of J.H. Cohn LLP and all other proposals to be considered
at the Meeting will be determined by a majority of votes cast at the Meeting
in person or by proxy.

The proxy may be revoked at any time prior to its exercise by written
notice to the Company, by submission of another proxy bearing a later date, or
by voting in person at the Meeting. Such revocation will not affect any vote
taken prior thereto. The mere presence at the Meeting of the person appointing a
proxy will not revoke the appointment.

The approximate date this Proxy Statement and the accompanying Proxy
will first be mailed to shareholders is on or about February 9, 2004. The
Company's principal executive offices are located at 85 Fifth Avenue, New York,
New York 10003.

VOTING SECURITIES -- RECORD DATE

Only holders of record of the Company's Common Stock at the close of
business on February 6, 2004 (the "Record Date") will be entitled to notice of
and to vote at the Meeting. On January 23, 2004, 3,227,299 shares of Common
Stock were issued and outstanding. Each outstanding share of Common Stock
entitles the holder thereof to one vote.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information at January 23, 2004,
with respect to the beneficial ownership of shares of Common Stock owned by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and nominee for election
as director of the Company, (iii) each person named in the Summary Compensation
Table, and (iv) all current executive officers and directors of the Company as a
group:

Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class
------------------- ------------------------ ----------------

Michael Weinstein........................... 1,075,238(2) 33.32%
85 Fifth Avenue
New York, New York 10003

FMR Corp.................................... 221,300(3) 6.86%
82 Devonshire Street
Boston, Massachusetts 02109

Kirkwood Capital LP......................... 159,961(4) 4.96%
1634 Ponce De Leon
Atlanta, GA 30307

Bruce R. Lewin ............................. 231,600 7.18%
1329A North Avenue
New Rochelle, New York 10804

Arthur Zankel .............................. 202,500(5) 6.27%
535 Madison Avenue
New York, New York 10022

Vincent Pascal ............................. 79,940(6) 2.48%
85 Fifth Avenue
New York, New York 10003

Robert Towers .............................. 47,400(7) 1.47%
85 Fifth Avenue
New York, New York 10003

Steven Shulman ............................. 9,300 Less than 1%
One Liberty Lane
Hampton, NH 03842

Marcia Allen................................ 0 0
9601 Wilshire Boulevard
Los Angeles, CA 90210

Ernest Bogen ............................... 17,320(8) Less than 1%
85 Fifth Avenue
New York, New York 10003

Paul Gordon ................................ 0 0
85 Fifth Avenue
New York, New York 10003

Robert Stewart ............................. 1,000 Less than 1%
85 Fifth Avenue
New York, New York 10003
All directors and officers as a group (nine persons) 1,461,798(9) 45.29%

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(1) Except to the extent otherwise indicated, to the best of the Company's
knowledge, each of the indicated persons exercises sole voting and
investment power with respect to all shares beneficially owned by him.

(2) Includes 9,800 shares owned by The Weinstein Foundation, a private
foundation of which Mr. Weinstein acts as trustee and as to which
shares Mr. Weinstein has shared investment and shared voting power, and
109,500 shares issuable pursuant to stock options exercisable within 60
days after the date of this Proxy Statement.

(3) Based upon information set forth in Schedule 13G filed by FMR Corp.
with the Securities and Exchange Commission on or about February 13,
2002. Fidelity Management & Research Company ("Fidelity"), a
wholly-owned subsidiary of FMR Corp., is the beneficial owner of
221,300 shares, or % of the Company's outstanding Common Stock, as a
result of acting as investment adviser to several investment companies.
The ownership by one investment company, Fidelity Low Priced Stock
Fund, amounted to 221,300 shares. Mr. Edward C. Johnson 3d, FMR Corp.,
through its control of Fidelity, and the aforementioned investment
companies each has the power to dispose of the 221,300 shares.

(4) Based upon information set forth in Schedule 13G filed by Kirkwood
Capital LP with the Securities and Exchange Commission on or about
September 4, 2003.

(5) Based upon information set forth in Schedule 13D filed by Mr. Arthur
Zankel with the Securities and Exchange Commission on or about January
22, 2004.

(6) Includes 30,000 shares issuable pursuant to stock options exercisable
within 60 days after the date of this Proxy Statement.

(7) Includes 15,000 shares issuable pursuant to stock options exercisable
within 60 days after the date of this Proxy Statement.

(8) Includes 7,320 shares owned by Mr. Bogen's spouse, as to which
Mr. Bogen disclaims beneficial ownership.

(9) Includes 154,500 shares issuable pursuant to stock options exercisable
within 60 days after the date of this Proxy Statement.

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In the event of the death of Michael Weinstein, the Company has agreed
to purchase from his estate, at the option of his executor or legal
representative, such number of shares of Common Stock as may be purchased with
the proceeds of a $5,000,000 insurance policy maintained by the Company on the
life of Mr. Weinstein, at a price per share equal to the greater of the then
book value or the then fair market value of such shares. The Company is
obligated to maintain $5,000,000 of insurance on the life of Mr. Weinstein
during the term of the agreement.

PROPOSAL 1: ELECTION OF DIRECTORS

A board of seven directors is to be elected at the Meeting. A majority
of the independent members of the Board have nominated the following persons for
election to the Board to serve until the next Annual Meeting of Shareholders and
until their respective successors are duly elected and shall qualify. Unless a
proxy shall specify that it is not to be voted for the directors, it is
intended that the shares represented by each duly executed and returned proxy
will be voted IN FAVOR of the election as directors of the persons named below.

Each of the persons named below is at present a director of the
Company. If for any reason any nominee is not a candidate for election at the
Meeting, such proxies will be voted for a substitute nominee and for the others
named below. The Board does not anticipate that any nominee will not be a
candidate.

Director
Name Age Principal Occupation and Position with the Company Since
---- --- -------------------------------------------------- -----

Ernest Bogen 72 Restaurant operations; Chairman of the Board of the Company 1983
Michael Weinstein 60 President and Chief Executive Officer of the Company 1983
Robert Towers 56 Executive Vice President, Chief Operating Officer and 1987
Treasurer of the Company
Paul Gordon 52 Senior Vice President of the Company 1996
Marcia Allen 53 President, Allen & Associates 2003
Bruce R. Lewin 55 Continental Hosts, Ltd., Member 2000
Steven Shulman 62 Managing Director, Hampton Group Inc. 2003

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Biographical Information

Ernest Bogen has been a director of the Company since its inception in
January 1983 and was also Secretary until September 1985 and Treasurer until
March 1987. He was elected Chairman of the Board of Directors of the Company in
September 1985. During the past five years, Mr. Bogen was a director and 25%
shareholder of Easy Diners, Inc., a restaurant management company which operated
a restaurant in New York City until January 31, 2002 and of RSWB Corp. and BSWR
Corp., each of which operates a restaurant in New York City. Mr. Bogen is also
the owner of 24% of the membership interests of each of Dockeast, LLC and
Dockwest, LLC, each of which operates a restaurant in New York City. Mr. Bogen
is an officer, director and 25% shareholder of BSRS Corp. which previously owned
a restaurant in Boca Raton, Florida. Easy Diners, Inc., RSWB Corp., BSRS Corp.,
Dockeast, LLC, Dockwest, LLC and BSWR Corp. are not subsidiaries or affiliates
of the Company.

Michael Weinstein has been the President, Chief Executive Officer and a
director of the Company since its inception in January 1983. During the past
five years, Mr. Weinstein has been an officer, director and 25% shareholder of
Easy Diners, Inc., a restaurant management company which operated a restaurant
in New York City until January 31, 2002. Mr. Weinstein is also a director and
25% shareholder of RSWB Corp. and BSWR Corp. (since April 1998) each of which
operates a restaurant in New York City. Mr. Weinstein is also the owner of 24%
of the membership interests of each of Dockeast, LLC and Dockwest, LLC, each of
which operates a restaurant in New York City. Easy Diners, Inc., RSWB Corp.,
Dockeast, LLC, Dockwest, LLC and BSWR Corp. are not subsidiaries or affiliates
of the Company. Mr. Weinstein spends substantially all of his business time on
Company-related matters.

Robert Towers has been employed by the Company since November 1983 and
was elected Vice President, Treasurer and a director in March 1987. Mr. Towers
became an Executive Vice President and Chief Operating Officer in April 2001.
Mr. Towers is also the Executive Vice President, Treasurer and Secretary of each
of the Company's Las Vegas, Nevada subsidiaries.

Paul Gordon has been employed by the Company since 1983 and was elected
as a director in November 1996 and a Senior Vice President in April 2001. Mr.
Gordon is the manager of the Company's Las Vegas operations, and is a Senior
Vice President of each of the Company's Las Vegas, Nevada subsidiaries. Prior to
assuming that role in 1996, Mr. Gordon was the manager of the Company's
operations in Washington, D.C. commencing in 1989.

Marcia Allen was elected a director of the Company in 2003. For the
past five years, Ms. Allen has been the President of Allen & Associates Inc.,
a business and acquisition consulting firm. Also, from December 2001 to
August 2002 Ms. Allen served as President and a member of the board of
directors of Accesspoint Inc.

Bruce R. Lewin was elected a director of the Company in February 2000.
Mr. Lewin has been the President and a director of Continental Hosts, Ltd since
August 2001. For the past five years he has been the owner of Bruce R. Lewin
Fine Art. He is also a member of Fuze Beverage, LLC. Mr. Lewin was formerly a
director of the Bank of Great Neck (in New York), and a former director of the
New York City Chapter of the New York State Restaurant Association.

Steven Shulman was elected a director of the Company in December 2003.
During the past five years, Mr. Shulman has been the managing director of
Hampton Group Inc., a company engaged in the business of making private
investments. Mr. Shulman also serves as a director of various private companies.

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

All officers of the Company are elected by and serve at the pleasure of
the Board. There are no family relationships among any of the directors or
executive officers of the Company. The Board has determined that each of the
following directors is an "independent director" as such term is defined in
Marketplace Rule 4200(a)(15) of the National Association of Securities
Dealers (the "NASD"): Ernest Bogen, Bruce Lewin, Marcia Allen and Steven
Shulman.

Director Compensation

In fiscal 2003 the Company paid a fee of $10,000 to each director who
was not an officer of the Company.

Transactions With Related Parties

The Company provides purchasing services to restaurants in which
Messrs. Weinstein and Bogen have interests, for which the Company receives a fee
which has not exceeded $30,000 in any fiscal year.

The Company made loans, primarily in connection with the exercise of
stock options, to Robert Towers, Vincent Pascal and Paul Gordon. Such loans are
repayable on demand and bear interest at prime plus one-half percent. During
fiscal 2003, the largest amount of indebtedness outstanding at any one time with
respect to these loans of Mr. Towers, Mr. Pascal and Mr. Gordon was $426,000,
$183,000 and $60,000 respectively. At January 23, 2004, Mr. Towers, Mr. Pascal
and Mr. Gordon were indebted to the Company in the amounts of $463,000,
$158,000 and $0 respectively. At January 23, 2004, Mr. Weinstein, Mr. Towers
and Mr. Pascal were indebted to the Company in the amounts of $35,000, $37,000
and $15,000 respectively with respect to certain executive loans. Such loans
are payable on demand and bear interest at the minimum statutory rate.
During fiscal 2003, the largest amount of indebtedness of Mr. Weinstein
outstanding at any one time was $835,000.

Meetings and Committees of the Board of Directors

Messrs. Shulman and Lewin and Ms. Allen currently serve as members of
the Stock Option Committee of the Board. The Stock Option Committee administers
the Company's 1996 Stock Option Plan and, if adopted by shareholders, the
Company's 2004 Stock Option Plan. During fiscal 2003, the Stock Option

Committee had no meetings and took no action by unanimous written consent of the
members of the Committee.

Messrs. Lewin and Bogen and Ms. Allen currently serve as members of the
Audit Committee of the Board of Directors. The Audit Committee is responsible
for, among other things, receiving and reviewing the recommendations of the
independent auditors, reviewing consolidated financial statements of the
Company, meeting periodically with the independent auditors and Company
personnel with respect to the adequacy of internal accounting controls,
resolving potential conflicts of interest and reviewing Company's accounting
policies. Messrs. Lewin and Bogen and Ms. Allen are independent directors within
the meaning of the listing standards of NASD. The Board of Directors has
determined that each Audit Committee member has sufficient knowledge in
financial and accounting matters to serve on the Committee. The Board of
Directors has also designated Ms. Allen as an audit committee financial expert
as defined by the SEC. In 2003 the Board adopted an amended written charter for
the Audit Committee. A copy of the amended charter is included as Attachment A
to this proxy statement. The Audit Committee held four meetings during fiscal
2003.

Messrs. Lewin and Shulman and Ms. Allen currently serve as members of
the Compensation Committee. The Compensation Committee is responsible for
reviewing the Company's compensation policies, establishing the compensation for
the President and Chief Executive Officer of the Company and making
recommendations on compensation for other executive officers of the Company. The
Compensation Committee held two meetings during fiscal 2003.

During the Company's past fiscal year, the Board held four meetings.
Each member of the Board attended at least 75% of the meetings of the Board and
committees on which he served.

Nomination of Directors

The Company does not have a standing committee for the nomination of
directors due to the fact that the independent members of the Board, acting
separately from the Board, nominate the members of the Board. The independent
members of the Board determine the nominees for the Board with the advice and
recommendations of the President of the Company. The Board will consider
candidates for director put forward by shareholders.

Director nominees should possess the highest personal and professional
ethics, integrity and values, and must be committed to representing the
long-term interests of the stockholders. They must also have an inquisitive and
objective perspective, practical wisdom and mature judgment. The Board seeks to
identify candidates with diverse experience in business, management, marketing,
finance, and other areas that are relevant to our activities. Additionally,
director nominees should have sufficient time to effectively carry out their
duties.
Stockholders may propose nominees for consideration by the Board by
submitting the names, appropriate biographical information and qualifications in
writing to: Robert Towers, Executive Vice President, Ark Restaurants Corp., 85
Fifth Avenue, New York, NY 10003. In considering any nominee proposed by a
stockholder, the Board will reach a conclusion based on the criteria described
above. After full consideration, the stockholder proponent will be notified of
the decision of the Board. In order to be considered for inclusion in the proxy
statement and form of proxy for the annual meeting of stockholders to be held in
2005, the name of the proposed nominee and the supporting documentation must be
received before September 30, 2004.

The Board has commenced efforts to identify candidates who meet our
qualification criteria and are independent. As part of its efforts, the Board
periodically invites prospective candidates to submit their qualifications for
review by the independent members of the Board. The Company does not pay any
third party to assist in the process of identifying or evaluating candidates.
The Board has not rejected any director candidate put forward by a shareholder
or group of shareholders who beneficially own more than 5% of the Company's
Common Stock for at least one year at the time of the recommendation.

The Company does not have a policy with respect to the attendance of
directors at the annual meeting of shareholders. At the last annual meeting of
shareholders, a majority of the members of the Board were personally present at
the meeting.

EXECUTIVE COMPENSATION

The Summary Compensation Table shown below sets forth certain
information concerning the annual and long-term compensation for services in all
capacities to the Company for the 2003, 2002 and 2001 fiscal years, of those
persons who were, at September 27, 2003, (i) the President and Chief Executive
Officer of the Company and (ii) the other four most highly compensated executive
officers of the Company.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
------------------- ------------
Securities
All Other Underlying
Salary Bonus Compensation Options
Name and Principal Position Year ($) ($) ($) (#)
--------------------------- ---- ------- ------- -------------- -----------

Michael Weinstein 2003 654,721 40,000 --
President and Chief Executive 2002 594,048 0 99,000
Officer.............................. 2001 521,630 33,000 --

Vincent Pascal 2003 279,056 17,000 --
Senior Vice President and 2002 253,159 30,000 30,000
Secretary ........................... 2001 233,359 14,055 --

Robert Towers 2003 279,056 -- --
Executive Vice President, Chief 2002 253,159 30,000 30,000
Operating Officer and Treasurer...... 2001 233,359 14,055 --

2003 208,716 13,000 136,846(2)
Paul Gordon 2002 203,155 12,150 113,258(2) 32,000
Senior Vice President ............... 2001 219,769 51,820 --

2003 210,646 0 --
Robert Stewart(1) 2002 61,539 0 --
Chief Financial Officer.............. 2001 -- -- --

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(1) Mr. Stewart became Chief Financial Officer of the Company in June 2002.

(2) This amount represents commissions of 1% of operating profits of the
Las Vegas operations.

OPTION GRANTS IN LAST FISCAL YEAR

The table shown below sets forth information related to options to
purchase the Company's Common Stock that were granted in fiscal year 2003 to
those persons who were, at September 27, 2003, (i) the President and Chief
Executive Officer of the Company and (ii) the other four most highly compensated
executive officers of the Company.

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
------------------------------------------------------------------------------------------------------------------------
Name Percent of
Total
Number of Options
Securities Granted to
Underlying Employees Exercise
Options In Fiscal Price Expiration
Granted (#) Year ($/Sh) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------------

Michael Weinstein..... None -- -- -- -- --
Vincent Pascal........ None -- -- -- -- --
Robert Towers......... None -- -- -- -- --
Paul Gordon........... None -- -- -- -- --
Robert Stewart........ None -- -- -- -- --

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL-YEAR END OPTION VALUES

The table shown below sets forth certain information for the President
and Chief Executive Officer of the Company and the other four most highly
compensated executive officers of the Company (i) with respect to option
exercises during fiscal 2003 and (ii) at September 27, 2003, with respect to
unexercised options to purchase shares of the Company's Common Stock under the
Company's 1996 Stock Option Plan.

Shares Number of Securities Value of Unexercised
Acquired on Value Underlying Unexercised In-The-Money Options at
Name Exercise (#) Realized ($) Options at Fiscal Year-End (#) Fiscal Year-End ($) (1)
---- ------------ ------------ ------------------------------ ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Michael Weinstein.......... None -- 84,750 74,250 202,597 371,992
Vincent Pascal............. None -- 22,500 22,500 57,225 112,725
Robert Towers.............. None -- 22,500 22,500 57,225 112,725
Paul Gordon................ None -- 23,000 24,000 59,730 120,240
Robert Stewart............. None -- -- -- -- --

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(1) Based on the closing sale price of $11.31 per share on the
NASDAQ/National Market System of the Company's Common Stock on
September 26, 2003, less the exercise price payable for the shares.

Stock Option Plan

The Company's 1996 Stock Option Plan, as amended, is the only equity
compensation plan currently in effect and it was approved by the shareholders.
The Plan permits the Company to grant options to purchase up to 650,000 shares
of the Company's common stock. These options may be granted as incentive stock
options, designed to meet the requirements of Section 422 of the Internal
Revenue Code, or they may be "non-qualified" options that do not meet the
requirements of that section.

The purpose of the Plan is to encourage stock ownership by the
Company's employees, directors, officers, independent contractors and advisors
of the Company and its subsidiaries and thereby enhance their proprietary
interest in the Company. The Stock Option Committee determines which of the
eligible directors, officers, employees, consultants and advisors receive stock
options, the terms of the options, including applicable vesting periods, the
number of shares for which options are granted, and the manner in which options
may be exercised. The Stock Option Committee also determines the exercise price
of each option. With respect to incentive stock options, the option price may
not be less than 100% of the fair market value on the date of the grant; with
respect to non-qualified stock options, the exercise price may not be less than
85% of the fair market value on the date of the grant. In making such
determinations, the Stock Option Committee may take into account the nature and
period of service of eligible employees, their level of compensation, their
past, present and potential contributions to the Company and such other factors
as the Stock Option Committee deems relevant. Most of the options granted under
the Plan expire within five years from the date of grant, or earlier.

If the Company's 2004 Stock Option Plan is approved by shareholders at
the Meeting, the Board has voted to terminate the 1996 Stock Option Plan. This
action would terminate the 257,000 authorized but unissued options under the
plan. It would not affect any of the options previously issued under the plan.

EQUITY COMPENSATION PLAN INFORMATION

The following is a summary of the securities authorized for issuance
under the 1996 Stock Option Plan at September 27, 2003:

---------------------------------------------------------------------------------------------------------------------------
Plan Category (a) Number of (b) Weighted- (c) Number of securities
securities to be (average remaining available for future
issued upon exercise exercise price of issuance under equity
of outstanding outstanding compensation plans (excluding
options, warrants and options, warrants securities reflected in
rights and rights column (a))
---------------------------------------------------------------------------------------------------------------------------

Equity compensation plans approved 393,000 $7.91 257,000
by shareholders(1)
---------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved None N/A None
by shareholders(2)
---------------------------------------------------------------------------------------------------------------------------
Total 393,000 $7.91 257,000
---------------------------------------------------------------------------------------------------------------------------

The average exercise price of outstanding options, at September 27,
2003, was approximately $7.91 per share. Of the 393,000 options outstanding on
September 27, 2003, 296,000 were held by the Company's officers and directors.

(1) The 1996 Stock Option Plan, which was approved by shareholders, is the
Company's only equity compensation plan currently in effect. If the
Company's 2004 Stock Option Plan is approved by shareholders at the
Meeting, the Board has voted to terminate the 1996 Stock Option Plan.
This action would terminate the 257,000 authorized but unissued
options under the plan. It would not affect any of the options
previously issued under the plan.

(2) The Company has no equity compensation plan that was not approved by
shareholders.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The graph set forth below compares the yearly percentage change in
cumulative total shareholder return on the Company's Common Stock for the
five-year period commencing October 2, 1998 and ending September 27, 2003
against the cumulative total return on the NASDAQ Market Index and a peer group
comprised of those public companies whose business activities fall within the
same standard industrial classification code as the Company. This graph assumes
a $100 investment in the Company's Common Stock and in each index on October 2,
1998 and that all dividends paid by companies included in each index were
reinvested.

[PERFORMANCE GRAPH]

10/2/98 10/1/99 9/29/00 9/29/01 9/28/02 9/27/03
------- ------- ------- ------- ------- -------

ARK RESTAURANTS CORP. 100.00 101.21 93.02 72.27 69.33 114.47

SIC CODE INDEX
(SIC CODE 5812 Eating and
Drinking Places) 100.00 129.48 99.68 102.50 94.86 122.29

NASDAQ MARKET INDEX 100.00 163.15 216.68 88.56 69.6 106.64

The foregoing graph shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such information by reference.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation Committee, consisting of Messrs. Lewin and Shulman and
Ms. Allen, determines the compensation of the President and sets policies for
and reviews with the President the compensation awarded to the other principal
executives.

The Company's current executive officers consist of the President,
Michael Weinstein, and Messrs. Pascal, Towers, Gordon and Stewart. The three
elements of their compensation have been salary, bonus and stock options.

The President is the founder and Chief Executive Officer of the
Company. He owns over 1,000,000 shares of Company stock (including exercisable
options), approximately 33% of the outstanding shares. The Compensation
Committee believes he is substantially motivated, both by reason of stock
ownership and commitment to the Company, to act on behalf of all shareholders to
optimize overall corporate performance. Accordingly, the Compensation Committee
has not considered it necessary to specifically relate the President's
compensation to corporate performance.

The President's annual salary was increased from $521,630 in fiscal
2001, to $594,048 in fiscal 2002 and $654,721 in fiscal 2003. The President was
also paid a bonus of $33,000 in fiscal 2001, $0 in fiscal 2002 and $40,000 in
fiscal 2003. In April 1999, he received an option to purchase 60,000 shares of
Common Stock, and in December 2001 he received an option to purchase an
additional 99,000 shares of Common Stock. The Compensation Committee believes
the compensation paid to the President to be comparable or less than that
generally paid to chief executive officers at comparable companies.

The Compensation Committee relies extensively on the views of the
President in determining salaries paid to Messrs. Pascal, Towers, Gordon and
Stewart. Their salary levels are believed to be competitive with amounts paid to
executives with comparable qualifications, experience and responsibilities at
companies of comparable size and also reflect assessments of past performance
and expectations concerning future contributions to the Company and its
business.

It is through the use of stock options that the Company has endeavored
to relate corporate performance and compensation of the executives other than
Mr. Weinstein. The Board believes that significant stock ownership is a major
incentive in building shareholder wealth and aligning the interests of employees
and shareholders. In January 1997, Messrs. Pascal and Towers received options to
purchase 17,500 shares of Common Stock, and Mr. Gordon received options to
purchase 25,000 shares, all of which expired on January 2, 2002. In April 1999,
Messrs. Pascal, Towers and Gordon each received options to purchase 15,000
shares of Common Stock. In December 2001, Messrs. Towers and Pascal each
received options to purchase 30,000 shares of Common Stock, and Mr. Gordon
received options to purchase 32,000 shares. No stock options were granted in
fiscal 2003.

Stock options are granted by the Company's Stock Option Committee
consisting of Ms. Allen and Messrs. Lewin and Shulman. They consult with the
Compensation Committee in awarding options to the Company's executives. All
options granted under the Company's 1996 Stock Option Plan were granted at an
exercise price equal to the market price on the date of grant.

This report is respectfully submitted by the Compensation Committee of
the Board of Directors.

Bruce R. Lewin, Steven Shulman and Marcia Allen.

Compensation Committee Interlocks and Insider Participation

No member of the Company's Compensation Committee or Stock Option
Committee is an employee or officer of the Company. No officer, director or
other person had any interlock relationship required to be disclosed in this
proxy statement.

PROPOSAL 2: APPROVAL OF 2004 STOCK OPTION PLAN

The Company's 1996 Stock Option Plan, which expires in January 2006,
has 257,000 shares remaining for issuance under the Plan. The Company wishes to
be able to issue additional options to attract and retain qualified employees.
Accordingly, the Board adopted the 2004 Stock Option Plan (the "2004 Plan")
effective January 26, 2004, subject to approval by the Company's stockholders,
pursuant to which the Company may issue options to acquire up to 450,000 shares
of its Common Stock. The 2004 Plan is intended to encourage stock ownership by
directors, officers, and employees of the Company and its subsidiaries and
thereby enhance their proprietary interest in the Company.

The Board has voted to terminate the 1996 Stock Option Plan if
shareholders of the Company approve the adoption of the 2004 Plan. The effect of
terminating the 1996 Stock Option Plan and approving the 2004 Plan is as
follows: (i) the Company will have the authority to issue options to purchase
450,000 shares of Common Stock and (ii) all options previously issued under the
1996 Stock Option Plan will remain outstanding in accordance with their terms.

A summary of the signification provisions of the 2004 Plan is set forth
below. A complete copy of the 2004 Plan is attached as Attachment B to this
Proxy Statement, and the following summary is qualified in its entirely by
reference to the complete plan.

Purpose. The purpose of the 2004 Plan is to advance the interests of
the Company and its stockholders by providing an incentive to attract, retain
and reward persons performing services for the Company and by motivating such
persons to contribute to the growth and profitability of the Company.

Term of Plan. The 2004 Plan shall continue in effect until the earlier
of its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements evidencing Options
granted under the 2004 Plan have lapsed. However, all Options shall be granted,
if at all, within ten (10) years from the earlier of the date the 2004 Plan is
adopted by the Board or the date the 2004 Plan is duly approved by the
stockholders of the Company.

Administration by the Board. The 2004 Plan shall be administered by the
Stock Option Committee. The Stock Option Committee shall have the power to
determine the persons to whom, and the time or times at which, Options shall be
granted and the number of shares of Stock to be subject to each Option; to
designate Options as Incentive Stock Options or Nonstatutory Stock Options; to
determine the Fair Market Value of shares of Stock or other property; to
determine the terms, conditions and restrictions applicable to each Option
(which need not be identical) and any shares acquired upon the exercise thereof;
to approve one or more forms of Option Agreement; to amend, modify, extend,
cancel or renew any Option or to waive any restrictions or conditions applicable
to any Option or any shares acquired upon the exercise thereof; to accelerate,
continue, extend or defer the exercisability of any Option or the vesting of any
shares acquired upon the exercise thereof, including with respect to the period
following an Optionee's termination of Service with the Company; to prescribe,
amend or rescind rules, guidelines and policies relating to the 2004 Plan, or to
adopt supplements to, or alternative versions of, the 2004 Plan; and to correct
any defect, supply any omission or reconcile any inconsistency in the

2004 Plan or any Option Agreement and to make all other determinations and take
such other actions with respect to the Plan or any Option as the Stock Option
Committee may deem advisable to the extent not inconsistent with the provisions
of the Plan or applicable law.

Maximum Number of Shares Issuable. The maximum aggregate number of
shares of Stock that may be issued under the 2004 Plan shall be four hundred and
fifty thousand (450,000) and shall consist of authorized but unissued or
reacquired shares of Stock or any combination thereof.

Persons Eligible for Options. Options may be granted only to employees
and directors of the Company. Any person who is not an employee on the effective
date of the grant of an Option to such person may be granted only a Nonstatutory
Stock Option. An Incentive Stock Option granted to a prospective Employee upon
the condition that such person become an Employee shall be deemed granted
effective on the date such person commences Service.

Fair Market Value Limitation. To the extent that options designated as
Incentive Stock Options become exercisable by an Optionee for the first time
during any calendar year for stock having a Fair Market Value greater than One
Hundred Thousand Dollars ($100,000), the portions of such options which exceed
such amount shall be treated as Nonstatutory Stock Options.

Terms and Conditions of Options. Options shall be evidenced by Option
Agreements specifying the number of shares of Stock covered thereby, in such
form as the Board shall from time to time establish. No Option or purported
Option shall be a valid and binding obligation of the Company unless evidenced
by a fully executed Option Agreement. The exercise price for each Option shall
be established in the discretion of the Board; provided, however, that (a) the
exercise price per share for an Incentive Stock Option shall be not less than
the Fair Market Value of a share of Stock on the effective date of grant of the
Option, (b) the exercise price per share for a Nonstatutory Stock Option shall
be not less than eighty-five percent (85%) of the Fair Market Value of a share
of Stock on the effective date of grant of the Option, and (c) no Incentive
Stock Option granted to a Ten Percent Owner Optionee shall have an exercise
price per share less than one hundred ten percent (110%) of the Fair Market
Value of a share of Stock on the effective date of grant of the Option.

Exercisability and Term of Options. Options shall be exercisable at
such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the
Board and set forth in the Option Agreement evidencing such Option; provided,
however, that (a) no Option shall be exercisable after the expiration of ten
(10) years after the effective date of grant of such Option, (b) no Incentive
Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after
the expiration of five (5) years after the effective date of grant of such
Option, (c) no Option granted to a prospective Employee or prospective Director
may become exercisable prior to the date on which such person commences Service
with a Participating Company, and (d) with the exception of an Option granted to
an Officer or a Director, no Option shall become exercisable at a rate less than
twenty percent (20%) per year over a period of five (5) years from the effective
date of grant of such Option, subject to the Optionee's continued Service.

Transferability of Options. During the lifetime of the Optionee, an
Option shall be exercisable only by the Optionee or the Optionee's guardian or
legal representative. No Option shall be assignable or transferable by the
Optionee, except by will or by the laws of descent and distribution.

Termination or Amendment of Plan. The Board may terminate or amend the
2004 Plan at any time. However, subject to changes in applicable law,
regulations or rules that would permit otherwise, without the approval of the
Company's stockholders, there shall be (a) no increase in the maximum aggregate
number of shares of Stock that may be issued under the 2004 Plan, (b) no change
in the class of

persons eligible to receive Incentive Stock Options, and (c) no other amendment
of the 2004 Plan that would require approval of the Company's stockholders under
any applicable law, regulation or rule.

Stockholder Approval. The 2004 Plan must be approved by the
stockholders of the Company within twelve (12) months of the date of adoption
thereof by the Board.

Required Vote. The affirmative vote of holders of a majority of the
shares of Common Stock present, in person or by proxy, at the Annual Meeting is
required to approve the 2004 Plan pursuant to the following resolution:

"RESOLVED, that the Company's 2004 Stock Option Plan be approved in the
form annexed as Attachment B to the Company's Proxy Statement dated February 9,
2004."

THE BOARD OF DIRECTORS RECOMMENDAS THAT YOU VOTE FOR THE ADOPTION OF
THE COMPANY'S 2004 STOCK OPTION PLAN.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

It is proposed that shareholders ratify the appointment by the Board of
J.H. Cohn LLP as independent auditors for the Company for the fiscal year ending
October 2, 2004. The Company expects representatives of J.H. Cohn LLP to be
present at the Meeting and available to respond to appropriate questions
submitted by shareholders. Such representatives will also be accorded an
opportunity at such time to make such statements as they may desire.

Approval by the shareholders of the appointment of independent auditors
is not required, but the Board deems it desirable to submit this matter to
shareholders. If holders of a majority of the outstanding shares of Common Stock
present and voting at the meeting do not approve the appointment of J.H. Cohn
LLP, the selection of independent auditors will be reconsidered by the Board.

THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT
OF J.H. COHN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.

Audit and Non-Audit Fees

During fiscal 2002 and 2003, Deloitte & Touche LLP served as
independent auditors for the Company. The following table presents fees for
professional audit services rendered by Deloitte & Touche LLP for the audit of
the Company's annual financial statements for the years ended September 27, 2003
and September 28, 2002, and fees for other services rendered by Deloitte &
Touche LLP during those periods.

2003 2002

Audit Fees $216,000 $174,000
Audit Related Fees 16,000 11,000
Tax Fees 79,000 50,000
Total $311,000 $235,000

Audit Fees. Annual audit fees relate to services rendered in connection
with the audit of the Company's consolidated financial statements and the
quarterly reviews of financial statements included in the Company's Forms 10-Q.

Audit Related Fees. Audit related services include fees for SEC
registration statement services, benefit plan audits, consultation on accounting
standards or transactions, statutory audits, business acquisitions, and
assessment of risk management controls in connection with the implementation of
Section 404 of the Sarbanes-Oxley Act of 2002.

Tax Fees. Tax services include fees for tax compliance, tax advice and
tax planning.

The Audit Committee considers whether the provision of these services
is compatible with maintaining the auditor's independence, and has determined
such services for fiscal 2003 and 2002 were compatible.

The Company has been advised by Deloitte & Touche LLP that neither the
firm, nor any member of the firm, has any financial interest, direct or
indirect, in any capacity in the Company or its subsidiaries.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditor

The Audit Committee is responsible for appointing, setting compensation
and overseeing the work of the independent auditor. The Audit Committee has
established a policy regarding pre-approval of all audit and non-audit services
provided by the independent auditor.

On an ongoing basis, management communicates specific projects and
categories of service for which the advance approval of the Audit Committee is
requested. The Audit Committee reviews these requests and advises management if
the Committee approves the engagement of the independent auditor. On a periodic
basis, management reports to the Audit Committee regarding the actual spending
for such projects and services compared to the approved amounts. The projects
and categories of service are as follows:

Audit -- Annual audit fees relate to services rendered in connection
with the audit of the Company's consolidated financial statements and the
quarterly reviews of financial statements included in the Company's Forms 10-Q.

Audit Related Services -- Audit related services include fees for SEC
registration statement services, benefit plan audits, consultation on accounting
standards or transactions, statutory audits, and business acquisitions.

Tax -- Tax services include fees for tax compliance, tax advice and tax
planning.

AUDIT COMMITTEE REPORT

The following report is not deemed to be "soliciting material" or to be "filed`
with the SEC or subject to the SEC's proxy rules or to the liabilities of
Section 18 of the 1934 Act and the report shall not be deemed to be incorporated
by reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.

The Audit Committee evidenced its completion of and compliance with the
duties and responsibilities set forth in the adopted Audit Committee Charter
through a formal written report dated and executed as of December 26, 2003. A
copy of that report is set forth below.

December 26, 2003

The Board of Directors
Ark Restaurants Corp.

Fellow Directors:

The primary purpose of the Audit Committee is to assist the Board of Directors
in its general oversight of the Corporation's financial reporting process. The
Audit Committee conducted its oversight activities for Ark Restaurants Corp. and
subsidiaries ("Ark") in accordance with the duties and responsibilities outlined
in the audit committee charter. The Audit Committee annually reviews the NASD
standard of independence for audit committees and its most recent review
determined that the committee meets that standard.

Ark management is responsible for the preparation, consistency, integrity and
fair presentation of the financial statements, accounting and financial
reporting principles, systems of internal control, and procedures designed to
ensure compliance with accounting standards, applicable laws, and regulations.
The Corporation's independent auditors, Deloitte & Touche LLP, are responsible
for performing an independent audit of the financial statements and expressing
an opinion on the conformity of those financial statements with accounting
principles generally accepted in the Unites States of America.

The Audit Committee, with the assistance and support of the Chief Financial
Officer of Ark has fulfilled its objectives, duties and responsibilities as
stipulated in the audit committee charter and has provided adequate and
appropriate independent oversight and monitoring of Ark's systems of internal
control for the fiscal year ended September 27, 2003.

These activities included, but were not limited to, the following significant
accomplishments during the fiscal year ended September 27, 2003:

o Reviewed and discussed the audited financial statements with management and
the external auditors.

o Discussed with the external auditors the matters requiring discussion by
Statement on Auditing Standards No. 61, including matters related to the
conduct of the audit of the financial statements.

o Received written disclosures and letter from the external auditors required
by Independence Standards Board Standard No. 1, and discussed with the
auditors their independence.

In reliance on the Committee's review and discussions of the matters referred to
above, the Audit Committee recommends the audited financial statements be
included in Ark's Annual Report on Form 10-K for the fiscal year ended September
27, 2003, for filing with the Securities and Exchange Commission.

Respectfully submitted,

Ark Restaurants Corp. Audit Committee

Bruce Lewin, Marcia Allen and Ernest Bogen

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission (the "Commission") and the NASDAQ/National Market
System. Officers, directors and greater than ten percent shareholders are
required by the Commission's regulations to furnish the Company with copies of
all Forms 3, 4 and 5 they file.

Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 2003.

VOTING PROCEDURES

Pursuant to Commission rules, a designated blank space is provided on
the proxy card to withhold authority to vote for one or more nominees for
director. Votes withheld in connection with the election of one or more of the
nominees for director will not be counted in determining the votes cast and will
have no effect on the vote. With respect to the tabulation of votes cast on the
selection of independent auditors (Proposal 3), abstentions will not be
considered as present and voting with respect to that specific proposal.

Under the rules of the National Association of Securities Dealers
(NASD), brokers who hold shares in street name for customers have the authority
to vote on certain items when they have not received instructions from
beneficial owners. Brokers that do not receive instructions are entitled to vote
upon the election of directors, the selection of independent auditors and other
routine matters. With respect to other matters, brokers do not have authority
under NASD rules to vote on their own initiative unless they have received
instructions from beneficial owners. This is commonly referred to as a "broker
non-vote."

SHAREHOLDER PROPOSALS

As of the date of this proxy statement, the Board has not received
notice of, and does not intend to propose, any other matters for shareholder
action. However, if any other matters are properly brought before the meeting,
it is intended that the persons voting the accompanying proxy will vote the
shares represented by the proxy in accordance with their best judgment.

Shareholders wishing to present proposals to be considered for
inclusion in the Company's proxy statement for the 2005 shareholders meeting are
to deliver the proposals so they are received by the Company by no later than
September 28, 2004, at Ark Restaurants Corp., Attention Treasurer, 85 Fifth
Avenue, New York, NY 10003. The proposals must be submitted in accordance with
all applicable rules and regulations of the Securities and Exchange Commission.

Stockholder communications may be submitted at any time in writing to:
Robert Towers, Executive Vice President, Ark Restaurants Corp., 85 Fifth Avenue,
New York, NY 10003. Stockholder communications are communications from any
stockholder to the Board of Directors, any Committee or any director on matters
that relate reasonably to their respective duties and responsibilities.

ANNUAL REPORT

The 2003 Annual Report of the Company, including financial statements,
is being mailed together with this Notice of Annual Meeting of Shareholders,
Proxy Statement and Proxy on or about February 9, 2004 to each shareholder of
record.

OTHER MATTERS

THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 2003, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S
SHAREHOLDERS OF RECORD ON FEBRUARY 9, 2004 AND EACH BENEFICIAL SHAREHOLDER ON
THAT DATE, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY'S
OFFICES, 85 FIFTH AVENUE, NEW YORK, NEW YORK 10003, ATTENTION: ROBERT TOWERS,
TREASURER. REQUESTS FROM BENEFICIAL SHAREHOLDERS MUST SET FORTH A GOOD FAITH
REPRESENTATION AS TO SUCH OWNERSHIP ON THAT DATE.

IT IS IMPORTANT THAT THE ACCOMPANYING PROXY BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE
EARNESTLY REQUESTED TO DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.

MANNER AND EXPENSES OF SOLICITATION

The solicitation of proxies in the accompanying form is made by the
Board and all costs thereof will be borne by the Company. In addition to the
solicitation of proxies by the use of the mails, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone, or telegraph but they will not receive additional compensation
for such services. The Company may also retain the services of a professional
proxy solicitation firm to assist in the solicitation of proxies. Brokerage
firms, custodians, banks, trustees, nominees or other fiduciaries holding shares
of the Common Stock in their names will be requested by the Company to forward
proxy material to their principals and will be reimbursed for their reasonable
out-of-pocket expenses incurred in respect thereto.

ARK RESTAURANTS CORP.

By Order of the Board of Directors,

Vincent Pascal
Secretary and Senior Vice President

New York, New York
February 9, 2004

Attachment A

ARK RESTAURANTS CORP.
AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee of Ark Restaurants Corp. (the "Company") was
established by the Board of Directors of the Company for the purpose of
overseeing the accounting and financial reporting processes of the Company and
audits of the financial statements of the Company.

The Committee is primarily responsible for: (1) monitoring the quality
and integrity of the Company's financial statements and systems of internal
controls regarding risk management, finance and accounting; (2) monitoring the
independent auditor's qualifications and independence; (3) monitoring the
performance of the Company's internal audit function and independent auditors;
and (4) issuing the report required by the Securities and Exchange Commission to
be included in the Company's annual proxy statement.

Composition

1. Members. The Committee shall consist of as many members as the Board
shall determine, but in any event not fewer than three members. The
members of the Committee shall be appointed annually by a majority
vote of the Board at the first meeting to be held following the
annual meeting of stockholders of the Company.

2. Qualifications. Each member of the Committee shall meet all
applicable independence, financial literacy and other requirements of
law and Nasdaq. If possible, at least one member of the Committee
shall meet the applicable Securities and Exchange Commission
definition of "financial expert" or if no members satisfy such
definition, the Committee shall promptly so inform the Board.

3. Chair. The Chair of the Committee shall be appointed by the Board.

4. Replacement. Any vacancies on the Committee shall be filled by a
majority vote of the Board at the next meeting of the Board following
the occurrence of the vacancy.

5. Compensation. Director's fees are the only compensation a member of
the Committee may receive from the Company.

Operations

1. Meetings. The Chair of the Committee, in consultation with the
Committee members, shall determine the schedule and frequency of the
Committee meetings, provided that the Committee shall, in the absence
of unusual circumstances, meet at least four times per year. The
Chair of the Committee or a majority of the members of the Committee
may also call a special meeting of the Committee.

2. Agenda. The Chair of the Committee shall develop and set the
Committee's agenda, in consultation with other members of the
Committee, the Board and management. The agenda and information
concerning the business to be conducted at each Committee meeting
shall, to the extent practical, be communicated to the members of the
Committee sufficiently in advance of each meeting to permit
meaningful review.

3. Report to Board. At each Board meeting, the Committee shall deliver
to the Board a report on any Committee meetings that have been held
since the preceding Board meeting, including a description of all
actions taken by the Committee during such period. The Committee
shall submit to the Board the minutes of its meetings. The Committee
shall further report regularly to the Board and will

review with the Board any issues that arise with respect to the
quality or integrity of the Company's financial statements, the
Company's compliance with legal or regulatory requirements, the
performance and independence of the Company's independent auditors,
the performance of the internal audit function and other matters of
importance to the Board.

4. Assessment of Charter. The Committee shall assess the adequacy of
this Charter on an annual basis and recommend any changes to the
Board.

Authority and Duties

Independent Auditor's Qualifications and Independence

1. The Committee shall be directly responsible for the appointment,
retention, termination and oversight of the work of the independent
auditor employed by the Company to audit the books of the Company and
its subsidiaries (with the input, if the Committee so desires, of
Company management). The independent auditors are ultimately
accountable to the Committee.

2. The Committee shall have the sole authority to approve the
independent auditor's fee arrangements and other terms of service,
and to preapprove any permitted non-audit services to be provided by
the independent auditor. The Committee shall review with the lead
audit partner whether any of the audit team members receive any
discretionary compensation from the audit firm with respect to
non-audit services performed by the independent auditor.

3. The Committee shall obtain and review with the lead audit partner of
the independent auditor, annually or more frequently as the Committee
considers appropriate, a report by the independent auditor
describing: the independent auditor's internal quality-control
procedures; any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditor,
or by any inquiry, review or investigation by governmental,
professional or other regulatory authorities, within the preceding
five years, respecting independent audits carried out by the
independent auditor, and any steps taken to deal with these issues;
and (to assess the independent auditor's independence) all
relationships between the independent auditor and the Company.

Financial Statements and Related Disclosure

1. The Committee shall review the annual audited financial statements
and quarterly financial statements with management and the
independent auditor before the filing of the Company's Form 10-K and
Form 10-Q. Any material changes in accounting principles or
accounting for new significant items will be reviewed.

2. The Committee shall review with management earnings press releases,
which review may be done generally (i.e., discussion of the types of
information to be disclosed and type of presentations to be made),
and the Committee need not discuss in advance each earnings release.
This task can be delegated to the Chair of the Committee or the
Chair's designee.

3. The Committee shall review with management and the independent
auditor the following: (a) all critical accounting policies and
practices (and changes therein) of the Company, to be used by the
Company in preparing its financial statements, (b) major issues
regarding the accounting principles and financial statement
presentations, including any significant changes in the Company's
selection or application of accounting principles, and major issues
as to the adequacy of the Company's internal controls and any special
audit steps adopted in light of material control deficiencies, (c)
the major financial risk exposures and the steps management has taken
to monitor and control such exposures, including the Company's risk
assessment and risk management policies and (d) other material
communications between the independent auditor and management, such
as any management letter. In addition, the Committee shall regularly
review with the independent auditors any difficulties the auditor
encountered in the course of the audit work, including any
restrictions on

the scope of the independent auditors activities or on access to
requested information, and any significant disagreements with
management.

4. The Committee shall review with management the effectiveness of the
Company's disclosure controls and procedures.

5. The Committee shall prepare the report required by the Securities and
Exchange Commission to be included in the Company's annual proxy
statement.

Performance of the Internal Audit Function; Related Party Transactions

1. The Committee shall review with management and the independent
auditor the scope, planning and staffing of the proposed audit for
the current year.

2. The Committee shall review with management and the independent
auditor the quality, adequacy and effectiveness of the Company's
internal controls and any significant deficiencies or material
weaknesses in internal controls, and shall elicit from management or
the independent auditor any recommendations that they may have for
the improvement of such internal control procedures.

3. The Committee shall establish procedures, as set forth in Annex A
hereto, for (a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting
controls, misuse or inappropriate use of corporate assets or auditing
matters or potential violations of law and (b) the confidential,
anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters or potential
violations of law.

4. The Committee shall review and approve all transactions between the
Company and parties who are related to the Company to the extent
required under applicable laws and rules of Nasdaq.

The foregoing list of duties is not exhaustive, and the Committee may,
in addition, perform such other functions as may be necessary or appropriate for
the performance of its oversight function. The Committee shall have the power to
delegate its authority and duties to subcommittees or individual members of the
Committee as it deems appropriate. In discharging its oversight role, the
Committee shall have full access to all Company books, records, facilities and
personnel. The Committee may retain counsel, auditors or other advisors, in its
sole discretion. The Company shall provide for appropriate funding, as
determined by the Committee, for the payment of any independent auditor engaged
for the purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the Company and to any other advisors
employed by the Committee. In addition, the Company shall provide appropriate
funding for ordinary administrative expenses of the Committee that are necessary
or appropriate in carrying out its duties.

Clarification of Audit Committee's Role

The Committee's responsibility is one of oversight. It is the
responsibility of the Company's management to prepare consolidated financial
statements in accordance with applicable law and regulations and of the
Company's independent auditor to audit those financial statements. Therefore,
each member of the Committee shall be entitled to rely, to the fullest extent
permitted by law, on the integrity of those persons and organizations within and
outside the Company from whom he or she receives information, and the accuracy
of the financial and other information provided to the Committee by such persons
or organizations.

Annex A

Employee Complaint Procedures for Accounting and Auditing Matters

Any employee of the Company may submit a good faith complaint regarding
accounting or auditing matters to the management of the Company without fear of
dismissal or retaliation of any kind. The Company is committed to achieving
compliance with all applicable securities laws and regulations, accounting
standards, accounting controls and audit practices. The Company's Audit
Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employee complaints, the
Company's Audit Committee has established the following procedures for (1) the
receipt, retention and treatment of complaints regarding accounting, internal
accounting controls, or auditing matters ("Accounting Matters") and (2) the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.

Receipt of Employee Complaints

o Employees with concerns regarding Accounting Matters may report their
concerns to the Chief Financial Officer of the Company or to the Chair of the
Audit Committee of the Board of Directors of the Company.

o Employees may forward complaints on a confidential or anonymous basis
by setting forth such concerns in writing and forwarding them in a sealed
envelope to the Chair of the Audit Committee, Ark Restaurants Corp., 85 Fifth
Avenue, New York, NY 10003, such envelope to be labeled with a legend such as:
"To be opened by the Audit Committee only." If an employee would like to discuss
any matter with the Audit Committee, the employee should indicate this on the
submission and include a telephone number at which he or she might be contacted
if the Audit Committee deems it appropriate

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints relating to any questionable
accounting or auditing matters, including, without limitation, the following:

o fraud or deliberate error in the preparation, evaluation, review or
audit of any financial statement of the Company;

o fraud or deliberate error in the recording and maintaining of
financial records of the Company;

o deficiencies in or noncompliance with the Company's internal
accounting controls;

o misrepresentation or false statement to or by a senior officer or
accountant regarding a matter contained in the financial records, financial
reports or audit reports of the Company; or

o deviation from full and fair reporting of the Company's financial
condition.

Treatment of Complaints

o Upon receipt of a complaint, the recipient will (i) determine whether
the complaint

actually pertains to Accounting Matters and (ii) when possible, acknowledge
receipt of the complaint to the sender.

o Complaints relating to Accounting Matters will be reviewed under
Audit Committee direction, Internal Audit or such other persons as the Audit
Committee determines to be appropriate.

Confidentiality will be maintained to the fullest extent possible,
consistent with the need to conduct an adequate review.

o Prompt and appropriate corrective action will be taken when and as
warranted in the judgment of the Audit Committee.

o The Company will not discharge, demote, suspend, threaten, harass or
in any manner discriminate against any employee in the terms and conditions of
employment based upon any lawful actions of such employee with respect to good
faith reporting of complaints regarding Accounting Matters or otherwise as
specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Reporting and Retention of Complaints and Investigations

o The Company will maintain a log of all complaints, tracking their
receipt, investigation and resolution and shall prepare a periodic summary
report thereof for the Audit Committee. Copies of complaints and such log will
be maintained in accordance with the Company's document retention policy.

Attachment B

ARK RESTAURANTS CORP.
2004 STOCK OPTION PLAN

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment. The Ark Restaurants Corp. 2004 Stock Option Plan (the
"Plan") is hereby established effective as of January 26, 2004.

1.2 Purpose. The purpose of the Plan is to advance the interests of the
Participating Company Group and its stockholders by providing an incentive
to attract, retain and reward persons performing services for the
Participating Company Group and by motivating such persons to contribute to
the growth and profitability of the Participating Company Group.

1.3 Term of Plan. The Plan shall continue in effect until the earlier of
its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions
on such shares under the terms of the Plan and the agreements evidencing
Options granted under the Plan have lapsed. However, all Options shall be
granted, if at all, within ten (10) years from the earlier of the date the
Plan is adopted by the Board or the date the Plan is duly approved by the
stockholders of the Company.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions . Whenever used herein, the following terms shall have
their respective meanings set forth below:

(a) "Board" means the Board of Directors of the Company. If one or
more Committees have been appointed by the Board to administer the
Plan, "Board" also means such Committee(s).

(b) "Code" means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.

(c) "Committee" means the Stock Option Committee or other
committee of the Board duly appointed to administer the Plan and
having such powers as shall be specified by the Board. Unless the
powers of the Committee have been specifically limited, the Committee
shall have all of the powers of the Board granted herein, including,
without limitation, the power to amend or terminate the Plan at any
time, subject to the terms of the Plan and any applicable limitations
imposed by law.

(d) "Company" means Ark Restaurants Corp., a New York corporation,
or any successor corporation thereto.

(e) "Director" means a member of the Board or of the board of
directors of any other Participating Company.

(f) "Disability" means the inability of the Optionee, in the
opinion of a qualified physician acceptable to the Company, to
perform the major duties of the Optionee's position with the
Participating Company Group because of the sickness or injury of the
Optionee.

(g) "Employee" means any person treated as an employee (including
an Officer or a Director who is also treated as an employee) in the
records of Participating Company and,

with respect to any Incentive Stock Option granted to such person,
who is an employee for purposes of Section 422 of the Code; provided,
however, that neither service as a Director nor payment of a
director's fee shall be sufficient to constitute employment for
purposes of the Plan. The Company shall exercise its discretion as to
whether an individual has become or has ceased to be an Employee and
the effective date of such individual's employment or termination of
employment, as the case may be. For purposes of an individual's
rights, if any, under the Plan as of the time of the Company's
determination, all such determinations by the Company shall be final,
binding and conclusive, notwithstanding that the Company or any court
of law or governmental agency subsequently makes a contrary
determination.

(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(i) "Fair Market Value" means, as of any date, the value of a
share of Stock or other property as determined by the Board, in its
discretion, or by the Company, in its discretion, if such
determination is expressly allocated to the Company herein, subject
to the following:

(i) If, on such date, the Stock is listed on a national or
regional securities exchange or market system, the Fair Market
Value of a share of Stock shall be the closing price of a
share of Stock (or the mean of the closing bid and asked
prices of a share of Stock if the Stock is so quoted instead)
as quoted on the Nasdaq National Market, The Nasdaq SmallCap
Market or such other national or regional securities exchange
or market system constituting the primary market for the
Stock, as reported in The Wall Street Journal or such other
source as the Company deems reliable. If the relevant date
does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the
Fair Market Value shall be established shall be the last day
on which the Stock was so traded prior to the relevant date,
or such other appropriate day as shall be determined by the
Board, in its discretion.

(ii) If, on such date, the Stock is not listed on a national
or regional securities exchange or market system, the Fair
Market Value of a share of Stock shall be as determined by the
Board in good faith without regard to any restriction other
than a restriction which, by its terms, will never lapse.

(j) "Incentive Stock Option" means an Option intended to be (as
set forth in the Option Agreement) and which qualifies as an
incentive stock option within the meaning of Section 422(b) of the
Code.

(k) "Insider" means an Officer, a Director of the Company or other
person whose transactions in Stock are subject to Section 16 of the
Exchange Act.

(l) "Nonstatutory Stock Option" means an Option not intended to be
(as set forth in the Option Agreement) or which does not qualify as
an Incentive Stock Option.

(m) "Officer" means any person designated by the Board as an
officer of the Company.

(n) "Option" means a right to purchase Stock pursuant to the terms
and conditions of the Plan. An Option may be either an Incentive
Stock Option or a Nonstatutory Stock Option.

(o) "Option Agreement" means a written agreement between the
Company and an Optionee setting forth the terms, conditions and
restriction of the Option granted to the Optionee and any shares
acquired upon the exercise thereof.

(p) "Optionee" means a person who has been granted one or more
Options.

(q) "Parent Corporation" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the
Code.

(r) "Participating Company" means the Company or any Parent
Corporation or Subsidiary Corporation.

(s) "Participating Company Group" means, at any point in time, all
corporations collectively which are then Participating Companies.

(t) "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation.

(u) "Securities Act" means the Securities Act of 1933, as amended.

(v) "Service" means an Optionee's employment or service with the
Participating Company Group, whether in the capacity of an Employee
or a Director. An Optionee's Service shall not be deemed to have
terminated merely because of a change in the capacity in which the
Optionee renders Service to the Participating Company Group or a
change in the Participating Company for which the Optionee renders
such Service, provided that there is no interruption or termination
of the Optionee's Service. Furthermore, an Optionee's Service with
the Participating Company Group shall not be deemed to have
terminated if the Optionee takes any military leave, sick leave, or
other bona fide leave of absence approved in advance in writing by
the Company; provided, however, that if any such leave exceeds ninety
(90) days, on the ninety-first (91st) day of such leave the
Optionee's Service shall be deemed to have terminated unless the
Optionee's right to return to Service with the Participating Company
Group is guaranteed by statute or contract. Notwithstanding the
foregoing, unless otherwise designated by the Company or required by
law, a leave of absence shall not be treated as Service for purposes
of determining vesting under the Optionee's Option Agreement. The
Optionee's Service shall be deemed to have terminated either upon an
actual termination of Service or upon the corporation for which the
Optionee performs Service ceasing to be a Participating Company.
Subject to the foregoing, the Company, in its discretion, shall
determine whether the Optionee's Service has terminated and the
effective date of such termination.

(w) "Stock" means the common stock of the Company, as adjusted
from time to time in accordance with Section 4.2.

(x) "Subsidiary Corporation" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f)
of the Code.

(y) "Ten Percent Owner Optionee" means an Optionee who, at the
time an Option is granted to the Optionee, owns stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of a Participating Company within the meaning of
Section 422(b)(6) of the Code.

2.2 Construction. Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of
the Plan. Except when otherwise indicated by the context, the singular shall
include the plural and the plural shall include the singular. Use of the
term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

3. ADMINISTRATION.

3.1 Administration by the Board. The Plan shall be administered by the
Board through the Committee. All questions of interpretation of the Plan or
of any Option shall be determined by the Committee, and such determinations
shall be final and binding upon all persons having an interest in the Plan
or such Option.

3.2 Authority of Officers. Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is
allocated to the Company herein, provided the Officer has apparent authority
with respect to such matter, right, obligation, determination or election.

3.3 Powers of the Committee. In addition to any other powers set forth in
the Plan and subject to the provisions of the Plan, the Committee shall have
the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at
which, Options shall be granted and the number of shares of Stock to
be subject to each Option;

(b) to designate Options as Incentive Stock Options or
Nonstatutory Stock Options;

(d) to determine the terms, conditions and restrictions applicable
to each Option (which need not be identical) and any shares acquired
upon the exercise thereof, including, without limitation, (i) the
exercise price of the Option, (ii) the method of payment for shares
purchased upon the exercise of the Option, (iii) the method for
satisfaction of any tax withholding obligation arising in connection
with the Option or such shares, including by the withholding
obligation arising in connection with the Option or such shares,
including by the withholding or delivery of shares of stock, (iv) the
timing, terms and conditions of the exercisability of the Option or
the vesting of any shares acquired upon the exercise thereof, (v) the
time of the expiration of the Option, (vi) the effect of the
Optionee's termination of Service with the Participating Company
Group on any of the foregoing, and (vii) all other terms, conditions
and restrictions applicable to the Option or such shares not
inconsistent with the terms of the Plan;

(e) to approve one or more forms of Option Agreement;

(f) to amend, modify, extend, cancel or renew any Option or to
waive any restrictions or conditions applicable to any Option or any
shares acquired upon the exercise thereof;

(g) to accelerate, continue, extend or defer the exercisability of
any Option or the vesting of any shares acquired upon the exercise
thereof, including with respect to the period following an Optionee's
termination of Service with the Participating Company Group;

(h) to prescribe, amend or rescind rules, guidelines and policies
relating to the Plan, or to adopt supplements to, or alternative
versions of, the Plan, including, without limitation, as the Board
deems necessary or desirable to comply with the laws of, or to
accommodate the tax policy or custom of, foreign jurisdictions whose
citizens may be granted Options; and

(i) to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option Agreement and to make all
other determinations and take such other actions with respect to the
Plan or any Option as the Board may deem advisable to the extent not
inconsistent with the provisions of the Plan or applicable law.

3.4 Administration with Respect to Insiders. With respect to
participation by Insiders in the Plan, at any time that any class of equity
security of the Company is registered pursuant to Section 12 of the Exchange
Act, the Plan shall be administered in compliance with the requirements, if
any, of Rule 16b-3.

3.5 Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board or officers or employees of the
Participating Company Group, members of the Board and any officers or
employees of the Participating Company Group to whom authority to act for
the Board or the Company is delegated shall be indemnified by the Company
against all reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any
of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan, or any right granted hereunder, and against
all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matter as to which it shall be adjudged in such
action, suit or proceeding that such person is liable for gross negligence,
bad faith or intentional misconduct in duties; provided, however, that
within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the
opportunity at its own expense to handle and defend the same.

4. SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided
in Section 4.2, the maximum aggregate number of shares of Stock that may be
issued under the plan shall be four hundred and fifty thousand (450,000) and
shall consist of authorized but unissued or reacquired shares of Stock or
any combination thereof. If an outstanding Option for any reason expires or
is terminated or canceled or if shares of Stock are acquired upon the
exercise of an Option subject to a Company repurchase option and are
repurchased by the Company at the Optionee's exercise price, the shares of
Stock allocable to the unexercised portion of such Option or such
repurchased shares of Stock shall again be available for issuance under the
Plan. However, except as adjusted pursuant to Section 4.2, in no event shall
more than four hundred and fifty thousand (450,000) shares of Stock be
available for issuance pursuant to the exercise of Incentive Stock Options
(the "ISO Share Issuance Limit"). Notwithstanding the foregoing, at any such
time as the offer and sale of securities pursuant to the Plan is subject to
compliance with Section 260.140.45 of Title 10 of the California Code of
Regulations ("Section 260.140.5"), the total number of shares of Stock
issuable upon the exercise of all outstanding Options (together with options
outstanding under any other stock option plan of the Company) and the total
number of shares provided for under any stock bonus or similar plan of the
Company shall not exceed thirty percent (30%) (or such other higher
percentage limitation as may be approved by the stockholders of the Company
pursuant to Section 260.140.45) of the then outstanding shares of the
Company as calculated in accordance with the conditions and exclusions of
Section 260.140.45.

4.2 Adjustments for Changes in Capital Structure. In the event of any
stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of
the Company, appropriate adjustments shall be made in the number and class
of shares subject to the Plan and to any outstanding Options, in the ISO
Share Issuance Limit set forth in Section 4.1, and in the exercise price per
share of any outstanding Options. If a majority of the shares which are of
the same class as the shares that are subject to outstanding Options are
exchanged for, converted into, or otherwise become (whether or not pursuant
to an Ownership Change Event, as defined in Section 8.1) shares of another
corporation (the "New Shares"), the Board may unilaterally amend the
outstanding Options to provide that such Options are exercisable for New
Shares. In the event of any such amendment, the number of shares subject to,
and the exercise price per share of, the outstanding Options shall be
adjusted in a fair and equitable manner as determined by the Board, in its
discretion. Notwithstanding the foregoing, any fractional share resulting
from an adjustment pursuant to this Section 4.2 shall be rounded down to

the nearest whole number, and in no event may the exercise price of any
Option be decreased to an amount less than the par value, if any, of the
stock subject to the Option. The adjustments determined by the Board
pursuant to this Section 4.2 shall be final, binding and conclusive.

5. ELIGIBILITY AND OPTION LIMITATIONS.

5.1 Persons Eligible for Options. Options may be granted only to
Employees and Directors. For purposes of the foregoing sentence, "Employees"
and "Directors" shall include prospective Employees and prospective
Directors to whom Options are granted in connection with written offers of
an employment or other service relationship with the Participating Company
Group. Eligible persons may be granted more than one (1) Option. However,
eligibility in accordance with this Section shall not entitle any person to
be granted an Option, or, having been granted an Option, to be granted an
additional Option.

5.2 Option Grant Restrictions. Any person who is not an Employee on the
effective date of the grant of an Option to such person may be granted only
a Nonstatutory Stock Option. An Incentive Stock Option granted to a
prospective Employee upon the condition that such person become an Employee
shall be deemed granted effective on the date such person commences Service
with a Participating Company, with an exercise price determined as of such
date in accordance with Section 6.1.

5.3 Fair Market Value Limitation. To the extent that options designated
as Incentive Stock Options (granted under all stock option plans of the
Participating Company Group, including the Plan) become exercisable by an
Optionee for the first time during any calendar year for stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the
portions of such options which exceed such amount shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5.3, options
designated as Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of stock shall
be determined as of the time the option with respect to such stock is
granted. If the Code is amended to provide for a different limitation from
that set forth in this Section 5.3, such different limitation shall be
deemed incorporated herein effective as of the date and with respect to such
Options as required or permitted by such amendment to the Code. If an Option
is treated as an Incentive Stock Option in part and as a Nonstatutory Stock
Option in part by reason of the limitation set forth in this Section 5.3,
the Optionee may designate which portion of such Option the Optionee is
exercising. In the absence of such designation, the Optionee shall be deemed
to have exercised the Incentive Stock Option portion of the Option first.
Separate certificates representing each such portion shall be issued upon
the exercise of the Option.

6. TERMS AND CONDITIONS OF OPTIONS.

Options shall be evidenced by Option Agreements specifying the number of
shares of Stock covered thereby, in such form as the Board shall from time to
time establish. No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Option Agreement.
Option Agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and
conditions:

6.1 Exercise Price. The exercise price for each Option shall be
established in the discretion of the Board; provided, however, that (a) the
exercise price per share for an Incentive Stock Option shall be not less
than the Fair Market Value of a share of Stock on the effective date of
grant of the Option, (b) the exercise price per share for a Nonstatutory
Stock Option shall be not less than eighty-five percent (85%) of the Fair
Market Value of a share of Stock on the effective date of grant of the
Option, and (c) no Incentive Stock Option granted to a Ten Percent Owner
Optionee shall have an exercise price per share less than one hundred ten
percent (110%) of the Fair Market Value of a share of Stock on the effective
date of grant of the Option. Notwithstanding the foregoing, an Option
(whether an Incentive Stock Option or a Nonstatutory Stock Option) may be
granted with an exercise price lower than the minimum exercise price set
forth above if such

Option is granted pursuant to an assumption or substitution for another
option in a manner qualifying under the provisions of Section 424(a) of the
Code.

6.2 Exercisability and Term of Options. Options shall be exercisable at
such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by
the Board and set forth in the Option Agreement evidencing such Option;
provided, however, that (a) no Option shall be exercisable after the
expiration of ten (10) years after the effective date of grant of such
Option, (b) no Incentive Stock Option granted to a Ten Percent Owner
Optionee shall be exercisable after the expiration of five (5) years after
the effective date of grant of such Option, and (c) no Option granted to a
prospective Employee or prospective Director may become exercisable prior to
the date on which such person commences Service with a Participating
Company. Subject to the foregoing, unless otherwise specified by the Board
in the grant of an Option, any Option granted hereunder shall terminate ten
(10) years after the effective date of grant of the Option, unless earlier
terminated in accordance with its provisions.

6.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise
provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made
(i) in cash, by check or cash equivalent, (ii) by tender to the
Company, or attestation to the ownership, of shares of Stock owned by
the Optionee having a Fair Market Value not less than the exercise
price, (iii) by delivery of a properly executed notice together with
irrevocable instructions to a broker providing for the assignment to
the Company of the proceeds of a sale or loan with respect to some or
all of the shares being acquired upon the exercise of the Option
(including, without limitation, through an exercise complying with
the provisions of Regulation T as promulgated from time to time by
the Board of Governors of the Federal Reserve System) (a "Cashless
Exercise"), (iv) provided that the Optionee is an Employee (unless
otherwise not prohibited by law, including, without limitation, any
regulation promulgated by the Board of Governors of the Federal
Reserve System) and in the Company's sole discretion at the time the
Option is exercised, by delivery of the Optionee's promissory note in
a form approved by the Company for the aggregate exercise price, (v)
by such other consideration as may be approved by the Board from time
to time to the extent permitted by applicable law, or (vi) by any
combination thereof. The Board may at any time or from time to time,
by approval of or by amendment to the standard forms of Option
Agreement described in Section 7, or by other means, grant Options
which do not permit all of the foregoing forms of consideration to be
used in payment of the exercise price or which otherwise restrict one
or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock to the extent
such tender or attestation would constitute a violation of the
provisions of any law, regulation or agreement restricting the
redemption of the Company's stock. Unless otherwise provided
by the Board, an Option may not be exercised by tender to the
Company, or attestation to the ownership, of shares of Stock
unless such shares either have been owned by the Optionee for
more than six (6) months (and not used for another Option
exercise by attestation during such period) or were not
acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. The Company reserves, at any and
all times, the right, in the Company's sole and absolute
discretion, to establish, decline to approve or terminate any
program or procedures for the exercise of Options by

means of a Cashless Exercise.

(iii) Payment by Promissory Note. No promissory note shall
be permitted if the exercise of an Option using a promissory
note would be a violation of any law. Any permitted promissory
note shall be on such terms as the Board shall determine.

6.4 Tax Withholding. The Company shall have the right, but not the
obligation, to deduct from the shares of Stock issuable upon the exercise of
an Option, or to accept from the Optionee the tender of, a number of whole
shares of Stock having a Fair Market Value, as determined by the Company,
equal to all or any part of the federal, state, local and foreign taxes, if
any, required by law to be withheld by the Participating Company Group with
respect to such Option or the shares acquired upon the exercise thereof.
Alternatively or in addition, in its discretion, the Company shall have the
right to require the Optionee, through payroll withholding, cash payment or
otherwise, including by means of a Cashless Exercise, to make adequate
provision for any such tax withholding obligations of the Participating
Company Group arising in connection with the Option or the shares acquired
upon the exercise thereof. The Fair Market Value of any shares of Stock
withheld or tendered to satisfy any such tax withholding obligations shall
not exceed the amount determined by the applicable minimum statutory
withholding rates. The Company shall have no obligation to deliver shares of
Stock or to release shares of Stock from an escrow established pursuant to
the Option Agreement until the Participating Company Group's tax withholding
obligations have been satisfied by the Optionee.

6.5 Repurchase Rights. Shares issued under the Plan may be subject to a
right of first refusal, one or more repurchase options, or other conditions
and restrictions as determined by the Board in its discretion at the time
the Option is granted. The Company shall have the right to assign at any
time any right of first refusal or repurchase right it may have, whether or
not such right is then exercisable, to one or more persons as may be
selected by the Company. Upon request by the Company, each Optionee shall
execute any agreement evidencing such transfer restrictions prior to the
receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired
hereunder for the placement on such certificates of appropriate legends
evidencing any such transfer restrictions.

6.6 Effect of Termination of Service.

(a) Option Exercisability. Subject to earlier termination of the
Option as otherwise provided herein and unless otherwise provided by
the Board in the grant of an Option and set forth in the Option
Agreement, an Option shall be exercisable after an Optionee's
termination of Service only during the applicable time period
determined in accordance with this Section 6.6 and thereafter shall
terminate:

(i) Disability. If the Optionee's Service terminates
because of the Disability of the Optionee, the Option, to the
extent unexercised and exercisable on the date on which the
Optionee's Service terminated, may be exercised by the
Optionee (or the Optionee's guardian or legal representative)
at any time prior to the expiration of twelve (12) months (or
such longer period of time as determined by the Board, in its
discretion) after the date on which the Optionee's Service
terminated, but in any event no later than the date of
expiration of the Option's term as set forth in the Option
Agreement evidencing such Option (the "Option Expiration
Date").

(ii) Death. If the Optionee's Service terminates because of
the death of the Optionee, the Option, to the extent
unexercised and exercisable on the date on which the
Optionee's Service terminated, may be exercised by the
Optionee's legal representative or other person who acquired
the right to exercise the Option by reason of the Optionee's
death at any time prior to the expiration of twelve

(12) months (or such longer period of time as determined by
the Board, in its discretion) after the date on which the
Optionee's Service terminated, but in any event no later than
the Option Expiration Date.

(iii) Other Termination of Service. If the Optionee's
Service terminates for any reason, except Disability or death,
the Option, to the extent unexercised and exercisable by the
Optionee on the date on which the Optionee's Service
terminated, may be exercised by the Optionee at any time prior
to the expiration of three (3) months (or such longer period
of time as determined by the Board, in its discretion) after
the date on which the Optionee's Service terminated, but in
any event no later than the Option Expiration Date.

(b) Extension if Optionee Subject to Section 16(b).
Notwithstanding the foregoing, if a sale within the applicable time
periods set forth in Section 6.6(a) of shares acquired upon the
exercise of the Option would subject the Optionee to suit under
Section 16(b) of the Exchange Act, the Option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Optionee
would no longer be subject to such suit, (ii) the one hundred and
ninetieth (190th) day after the Optionee's termination of Service, or
(iii) the Option Expiration Date.

6.7 Transferability of Options. During the lifetime of the Optionee, an
Option shall be exercisable only by the Optionee or the Optionee's guardian
or legal representative. No Option shall be assignable or transferable by
the Optionee, except by will or by the laws of descent and distribution.
Notwithstanding the foregoing, to the extent permitted by the Board, in its
discretion, and set forth in the Option Agreement evidencing such Option, a
Nonstatutory Stock Option shall be assignable or transferable subject to the
applicable limitations, if any, described in Section 260.140.41 of Title 10
of the California Code of Regulations, Rule 701 under the Securities Act,
and the General Instructions to Form S-8 Registration Statement under the
Securities Act.

7. STANDARD FORMS OF OPTION AGREEMENT.

7.1 Option Agreement. Unless otherwise provided by the Board at the time
the Option is granted, an Option shall comply with and be subject to the
terms and conditions set forth in the form of Option Agreement approved by
the Board concurrently with its adoption of the Plan and as amended from
time to time.

7.2 Authority to Vary Terms. The Board shall have the authority from time
to time to vary the terms of any standard form of Option Agreement described
in this Section 7 either in connection with the grant or amendment of an
individual Option or in connection with the authorization of a new standard
form or forms; provided, however, that the terms and conditions of any such
new, revised or amended standard form or forms of Option Agreement are not
inconsistent with the terms of the Plan.

8. CHANGE IN CONTROL.

8.1 Definitions.

(a) An "Ownership Change Event" shall be deemed to have occurred
if any of the following occurs with respect to the Company: (i) the
direct or indirect sale or exchange in a single or series of related
transactions by the stockholders of the Company of more than fifty
percent (50%) of the voting stock of the Company; (ii) a merger or
consolidation in which the Company is a party; (iii) the sale,
exchange, or transfer of all or substantially all of the assets of
the Company; or (iv) a liquidation or dissolution of the Company.

(b) A "Change in Control" shall mean an Ownership Change Event or
a series of related Ownership Change Events (collectively, a
"Transaction") wherein the stockholders of the Company immediately
before the Transaction do not retain immediately after the
Transaction, in substantially the same proportions as their ownership
of shares of the Company's voting stock immediately before the
Transaction, direct or indirect beneficial ownership of more than
fifty percent (50%) of the total combined voting power of the
outstanding voting securities of the Company or, in the case of a
Transaction described in Section 8.1(a)(iii), the corporation or
other business entity to which the assets of the Company were
transferred (the "Transferee"), as the case may be.

8.2 Effect of Change in Control on Options. In the event of a Change in
Control, the surviving, continuing, successor, or purchasing corporation or
other business entity or parent thereof, as the case may be (the "Acquiring
Corporation"), may, without the consent of any Optionee, either assume the
Company's rights and obligations under outstanding Options or substitute for
outstanding Options substantially equivalent options for the Acquiring
Corporation's stock. In the event the Acquiring Corporation elects not to
assume or substitute for outstanding Options in connection with a Change in
Control, the vesting of each such outstanding Option and any shares acquired
upon the exercise thereof held by Optionees whose Service has not terminated
prior to such date shall be accelerated, effective as of the date ten (10)
days prior to the date of the Change in Control, to such extent, if any, as
shall have been determined by the Board, in its discretion, and set forth in
the Option Agreement evidencing such Option. The vesting of any Option
thereof that was permissible solely by reason of this Section 8.2 and the
provisions of such Option Agreement shall be conditioned upon the
consummation of the Change in Control. Any Options which are neither assumed
or substituted for by the Acquiring Corporation in connection with the
Change in Control nor exercised as of the date of the Change in Control
shall terminate and cease to be outstanding effective as of the date of the
Change in Control. Notwithstanding the foregoing, shares acquired upon
exercise of an Option prior to the Change in Control and any consideration
received pursuant to the Change in Control with respect to such shares shall
continue to be subject to all applicable provisions of the Option Agreement
evidencing such Option except as otherwise provided in such Option
Agreement. Furthermore, notwithstanding the foregoing, if the corporation
the stock of which is subject to the outstanding Options immediately prior
to an Ownership Change Event described in Section 8.1(a)(i) constituting a
Change in Control is the surviving or continuing corporation and immediately
after such Ownership Change Event less than fifty percent (50%) of the total
combined voting power of its voting stock is held by another corporation or
by other corporations that are members of an affiliated group within the
meaning of Section 1504(a) of the Code without regard to the provisions of
Section 1504(b) of the Code, the outstanding Options shall not terminate
unless the Board otherwise provides in its discretion.

9. COMPLIANCE WITH SECURITIES LAW.

The grant of Options and the issuance of shares of Stock upon exercise of
Options shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities. Options may not
be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Option may be exercised
unless (a) a registration statement under the Securities Act shall at the time
of exercise of the Option be in effect with respect to the shares issuable upon
exercise of the Option or (b) in the opinion of legal counsel of the Company,
the shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of any Option, the Company may require the
Optionee to satisfy any qualifications that may be necessary or appropriate,

to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

10. TERMINATION OR AMENDMENT OF PLAN.

The Board may terminate or amend the Plan at any time. However, subject to
changes in applicable law, regulations or rules that would permit otherwise,
without the approval of the Company's stockholders, there shall be (a) no
increase in the maximum aggregate number of shares of Stock that may be issued
under the Plan (except by operation of the provisions of Section 4.2), (b) no
change in the class of persons eligible to receive Incentive Stock Options, and
(c) no other amendment of the Plan that would require approval of the Company's
stockholders under any applicable law, regulation or rule. No termination or
amendment of the Plan shall affect any then outstanding Option unless expressly
provided by the Board. In any event, no termination or amendment of the Plan may
adversely affect any then outstanding Option without the consent of the
Optionee, unless such termination or amendment is required to enable an Option
designated as an Incentive Stock Option to qualify as an Incentive Stock Option
or is necessary to comply with any applicable law, regulation or rule.

11. STOCKHOLDER APPROVAL.

The Plan or any increase in the maximum aggregate number of shares of Stock
issuable thereunder as provided in Section 4.1 (the "Authorized Shares")
shall be approved by the stockholders of the Company within twelve (12) months
of the date of adoption thereof by the Board. Option granted prior to
stockholder approval of the Plan or in excess of the Authorized Shares
previously approved by the stockholders shall become exercisable no earlier than
the date of stockholder approval of the Plan or such increase in the Authorized
Shares, as the case may be.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing sets forth the Ark Restaurants Corp. 2004 Stock Option Plan as
duly adopted by the Board on January 26, 2004.

/s/ VINCENT PASCAL
Vincent Pascal, Secretary

Appendix 1

ARK RESTAURANTS CORP.

Proxy Solicited by the Board of Directors
for the Annual Meeting of Shareholders

March 11, 2004

THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL
WEINSTEIN, ROBERT TOWERS and VINCENT PASCAL, or any of them as attorneys, agents
and proxies with power of substitution, and with all powers the undersigned
would possess if personally present, to vote all shares of Common Stock of ARK
RESTAURANTS CORP. (the "Company") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Company to be held on Thursday, March
11, 2004 at 10:00 A.M. local time at Bryant Park Grill, 25 West 40th Street, New
York, New York, and at all adjournments thereof.

[ ] .................. ..................
ACCOUNT NUMBER COMMON

(1) Election of a board of seven directors

WITHHOLD
NOMINEE VOTE FOR AUTHORITY TO VOTE FOR
------- -------- ---------------------

Ernest Bogen [ ] [ ]
Michael Weinstein [ ] [ ]
Steven Shulman [ ] [ ]
Robert Towers [ ] [ ]
Marcia Allen [ ] [ ]
Paul Gordon [ ] [ ]
Bruce R. Lewin [ ] [ ]

(See reverse side)

(2) Approval of the Ark Restaurants Corp. 2004 Stock Option Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(3) Ratification of the appointment of J.H. Cohn LLP as independent
auditors for the 2004 fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(4) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN. IF NO SUCH INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR DIRECTORS
DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEM 2.

Dated: ___________, 2004

-------------------------------
(Signature)

NOTE: Please sign exactly as your name or
names appear hereon. Joint owners should
each sign personally. When signing as
executor, administrator, corporation,
officer, attorney, agent, trustee or
guardian, etc., please add your full
title to your signature.

NOTE: PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENVELOPE ENCLOSED
FOR THIS PURPOSE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.