As filed with the Securities and Exchange Commission on August 5, 2003

                                        Registration Number


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                         RASCALS INTERNATIONAL, INC.
            --------------------------------------------------
            (Exact name of Registrant as specified in Charter)

      Delaware                                       84-1195628
   -----------------------------------------------------------------
   (State of Incorporation)            (I.R.S. Employer I.D. Number)


       414 Eagle Rock Avenue, Suite 308, West Orange, New Jersey 07052
       ---------------------------------------------------------------
                (Address of Principal Executive Offices)

                        2003 EQUITY INCENTIVE PLAN
                           (Full Title of Plan)

                             EDUARDO RODRIGUEZ
                        Rascals International, Inc.
                     414 Eagle Rock Avenue, Suite 308
                           West Orange, NJ 07052
                               (973) 243-8080
         --------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                Copy to:
                           ROBERT BRANTL, ESQ.
                            322 Fourth Street
                           Brooklyn, NY 11215
                             (718) 768-6045

                     CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
                                 Maximum        Maximum
Title of          Amount         Offering       Aggregate       Amount of
Securities        to be          Price          Offering        Registration
to be Registered  Registered(1)  per Share (2)  Price (2)       Fee
-----------------------------------------------------------------------------

Common Stock,    2,000,000 shares   $0.75       $1,500,000      $121.35
  $0.001par value


(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying
    2,000,000 shares by $0.75, the closing price of shares of the Common
    Stock on the OTC Bulletin Board on August 1, 2003.





                                    PART II

             INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3. Incorporation of Documents by Reference.

        Rascals International, Inc. is incorporating by reference the
following document previously filed with the Securities and Exchange
Commission:

        (a)  Rascals International's Annual Report on Form 10-KSB for the
             year ended December 31, 2002;

        (b)  Rascals International's Quarterly Report on Form 10-QSB for the
             quarter ended March 31, 2003;

        (c)  Rascals International's Current Report on Form 8-K dated April
             29, 2003;

        (d)  Rascals International's Current Report on Form 8-K dated August
             5, 2003;

        (e)  the description of Rascals International's Common Stock
             contained in its Registration Statement on Form 10-SB.

        Rascals International, Inc. is also incorporating by reference all
documents hereafter filed by Rascals International pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Robert Brantl, Esq., counsel to Rascals International, has passed
upon the validity of the shares registered pursuant to this Registration
Statement.  Mr. Brantl holds no interest in the securities of Rascals
International.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

        The Bylaws of Rascals International provide that the corporation
shall indemnify its directors and officers to the maximum extent provided by
the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

4.1     2003 Equity Incentive Plan

5       Opinion of Robert Brantl, Esq.

23.1    Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2    Consent of Robert Brantl, Esq. is contained in his opinion, filed
        as Exhibit 5.

Item 9. Undertakings.

        Rascals International hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering;

        (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Rascals International pursuant to the provisions of the Delaware
General Corporation Law or otherwise, Rascals International has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Rascals International
of expenses incurred or paid by a director, officer or controlling person of
Rascals International in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Rascals International will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


REOFFER PROSPECTUS


                         RASCALS INTERNATIONAL, INC.

                      2,000,000 Shares of Common Stock


    The shares are being offered by persons who are control persons with respect
to Rascals International, Inc. by reason of their positions in Rascals'
management or their ownership of Rascals stock.  They acquired the shares
from Rascals, either as the recipients of grants of stock or by exercising
stock options issued to them by Rascals.

    The selling shareholders intend to sell the shares into the public market
from time to time.  The shareholders will negotiate with the market makers
for Rascals International's common stock to determine the prices for each
sale.  They expect each sale price to be near to the market price at the time
of the sale.

    Rascals International's common stock is listed for trading on the OTC
Bulletin Board under the trading symbol "RSCA.OB."

    Purchase of Rascals International common stock involves risk.  Please
see "Risk Factors," which begins on page 2.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.


                        Rascals International, Inc.
                     414 Eagle Rock Avenue, Suite 308
                          West Orange, NJ 07052
                               973-243-8080



               The date of this prospectus is August 5, 2003


                             TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .-3-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . .-3-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .-4-


                           RISK FACTORS

    You should carefully consider the risks described below before buying our
common stock. If any of the risks described below actually occurs, that event
could cause the trading price of our common stock to decline, and you could
lose all or part of your investment.

            I.  Risks attendant to our business plan.

    We lack sufficient capital to fully carry out our business plan.

    In order to make our operations cost-efficient, it is necessary that we
expand our operations.  At the present time, however, our capital resources
are sparse.  In order to expand our operations, we will need an infusion of
capital.  Management is currently seeking sources of capital to fund our
growth.  But we do not know if we will be able to obtain the necessary
capital. If we cannot obtain additional capital, it is unlikely that our
business will ever be prosperous.

    We may be unable to satisfy our current debts.

    Primarily as a result of the operating losses experienced over the past
three years, our debts are far in excess of the book value of our assets.  We
are currently in default in making payments to a number of our creditors,
including secured creditors.  We are engaged in efforts to negotiate
compromises and extensions with our major creditors.  If those negotiations
are unsuccessful, however, our business may fail.

    We may not become profitable.

    Rascals International has incurred substantial operating losses during
the past three years. In order to achieve profitability it will be necessary
that we either expand operations to a point sufficient to cover overhead or
establish new sources of revenue.  Failing such developments, it is likely
that we will continue to sustain net losses.

    Current shareholders may suffer dilution as a result of our financing
activities.

    If we are able to sell equity in Rascals International and raise the
capital we need to grow, it is almost certain that the sale will occur at a
price which is less than the market price for our common stock when the sale
occurs.  In addition, the issuance of common stock to settle debts or to
attract management is also likely to occur at below-market prices.
Such sales and issuances may, therefore, have the effect of reducing the
market price for our common stock.  In addition, other terms may be negotiated
with investors which could have the effect of diluting the interest of
current shareholders in the equity of Rascals International.

    Our business development would be hindered if we lost the services of our
President.

    Eduardo Rodriguez is the President of Rascals International.  Mr.
Rodriguez is the only executive employed on a full-time basis by Rascals
International.  Mr. Rodriguez is responsible for strategizing not only our
business plan but also the means of financing it.  If Mr. Rodriguez were to
leave Rascals International or become unable to fulfill his responsibilities,
our business would be imperiled.  At the very least, there would be a delay
in the development of Rascals International until a suitable replacement for
Mr. Rodriguez could be retained.

    Related party transactions may occur on terms that are not favorable to
Rascals International.

    Two members of our Board of Directors, Eduardo Rodriguez and Michael
Margolies, directly and through their families, control over 73% of the
outstanding common stock of Rascals International.  For the foreseeable future,
therefore, they will control the operations of Rascals International.  They
are also the Managers of the limited liability companies that are the senior
secured creditors of Rascals and that own one of the properties where Rascals'
New Jersey clubs operate.  It is possible that they will engage in other
transactions with Rascals International.  It is unlikely that they will obtain
independent confirmation that the terms of such related party transactions
are fair.  If the terms are unfair to Rascals International, the transactions
could harm our operating results.

    Liability from lawsuits based on "dram shop" laws could exceed our
insurance coverage.

    In most states where Rascals International locates clubs, there will be
liquor liability ("dram shop") laws.  These laws vary from state to state.
In general, dram shop laws  impose liability on the proprietor of an
establishment for damage caused by a customer of the establish
ment, if the service of alcoholic beverages by the establishment to that
customer was a cause of the damage and the establishment service was negligent
or otherwise culpable.  Since we will serve alcoholic beverages in all of our
clubs, we will be subject to the risk that lawsuits arising under dram shop
laws could produce judgments that exceed our insurance coverage and imperil
our capital.

     II.  Risks attendant to the market for our common stock.

    The volatility of the market for Rascals International common stock may
prevent a shareholder from obtaining a fair price for his shares.

    Rascals International at the present time has fewer than 900 shareholders
and only a small number of market makers.  As a result, the market price for
our common stock is volatile, at times moving over 100% in one day.  Unless
and until the market for our common stock grows and stabilizes, the common
shares you purchase will remain illiquid.  A shareholder in Rascals
International who wants to sell his shares, therefore, runs the risk that
at the time he wants to sell, the market price may be much less than the
price he would consider to be fair.



    Rascals International will be quoted on the OTC Bulletin Board for the
immediate future.

    Rascals International does not meet the eligibility requirements for
listing on the NASDAQ Stock Market.  Those requirements include 300 round lot
shareholders, a net asset value of $4 million, a $4.00 bid price, and
1,000,000 publicly-held shares with a market capitalization of at least $5
million.  Until we meet those standards and are accepted into the NASDAQ Stock
Market, the Rascals International common stock will be quoted only on the
OTC Bulletin Board.  Such a listing is considered less prestigious than a
NASDAQ Stock Market or an exchange listing, and many brokerage firms will not
recommend Bulletin Board stocks to their clients.  This situation may limit
the liquidity of your shares.


                              SELLING SHAREHOLDERS

    The table below contains information regarding the individuals who are
using this prospectus to offer common shares.

                               Shares        Percentage  Shares        Class
                               Owned         of Number   Owned         Held
Selling                        Beflore       of Shares   After         After
Shareholder     Position       Offering(1)   Offered     Offering      Offering
-------------------------------------------------------------------------------


                            OTHER AVAILABLE INFORMATION

    Rascals International Int'l, Inc.is incorporating into this prospectus by
reference the following documents previously filed with the Securities and
Exchange Commission:

    (a)  Rascals International's Annual Report on Form 10-KSB for the year
          ended December 31, 2002;

    (b)  Rascals International's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2003;

    (c)  Rascals International's Current Report on Form 8-K dated April 29,
         2003;

    (d)  Rascals International's Current Report on Form 8-K dated August 5,
         2003;

    (e)  the description of Rascals International's Common Stock contained
         in its Registration Statement on Form 10-SB.

    Rascals International is also incorporating into this prospectus by
reference all documents hereafter filed by Rascals International pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
until the termination of this offering.

    Upon written or oral request, Rascals International will provide to each
person, including any beneficial owner, to whom this prospectus is delivered
a copy of any and all information that has been incorporated into this
prospectus by reference.  We will provide the information at no cost to the
person who requests it. Any such request should be made to Eduardo Rodriguez,
President, Rascals International, Inc., 414 Eagle Rock Avenue, Suite 308,
West Orange, NJ 07052, telephone: 973-243-8080.

    Rascals International files with the Securities and Exchange Commission
annual, quarterly and current reports, proxy statements and other information,
which may assist you in understanding our company.   In addition, we have
filed a registration statement on Form S-8, including exhibits, with respect
to the shares to be sold in the offering.

    You may read and copy the registration statement or any reports, statements
or other information that we file at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Commission
at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. Our Commission filings, including the registration statement,
are also available to you on the Commission's Web site at http://WWW.SEC.GOV.


                              INDEMNIFICATION

    Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

    The Bylaws of Rascals International provide that the corporation shall
indemnify its directors and officers to the maximum extent provided by the
Delaware General Corporation Law.

    Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.


                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Rascals
International,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of East Orange and the State of New
Jersey on the 5th day of August, 2003.

                             RASCALS INTERNATIONAL, INC.



                             By:   /s/Eduardo Rodriguez
                             ---------------------------------
                                   Eduardo Rodriguez
                                   Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on August 5, 2003.

Name                       Title

s/Eduardo Rodriguez        President (Chief Executive Officer, Chief Financial
Eduardo Rodriguez           Officer, Chief Accounting Officer), Director



                            Director
Gary Marks


/s/Michael Margolies        Director
Michael Margolies



                             INDEX TO EXHIBITS

4.1  2003 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed  as
     Exhibit 5.


                      *       *       *       *       *




                                  EXHIBIT 4.1

                         RASCALS INTERNATIONAL, INC.

                         2003 Equity Incentive Plan

Article 1. Establishment and Purpose

    1.1  Establishment of the Plan.  Rascals International, Inc., a Delaware
corporation (the "Company" or "Rascals"), hereby establishes an incentive
compensation plan (the "Plan"), as set forth in this document.

    1.2  Purpose of the Plan.  The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal
interests of Participants to those of the Company's shareholders, and by
providing Participants with an incentive for outstanding performance. The
Plan is further intended to attract and retain the services of Participants
upon whose judgment, interest, and special efforts the successful operation
of Rascals and its subsidiaries is dependent.

    1.3  Effective Date of the Plan.  The Plan shall become effective on
August 5, 2003.

Article 2. Definitions

    Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

    (a)  "Award" means, individually or collectively, a grant  under this
Plan of Stock, Nonqualified Stock Options, Incentive Stock Options, Restricted
Stock,  or Performance Shares.

    (b)  "Award Agreement" means an agreement which may be  entered into by
each Participant and the Company, setting  forth the terms and provisions
applicable to Awards granted to Participants under this Plan.

    (c)  "Board" or "Board of Directors" means the Rascals Board of Directors.

    (d)  "Cause" shall mean willful and gross misconduct on the part of an
Eligible Person that is materially and demonstrably  detrimental to the
Company or any Subsidiary as determined by the Committee in its sole
discretion.

    (e)  "Change in Control" shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), other than (A) a person who on November 21, 2002 was the beneficial
owner of more than 25% of the outstanding Shares, (B) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
(C) a corporation owned directly or indirectly by the shareholders of the
Company in substantially the same proportions as their ownership of stock of
the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power
represented by the Company's then  outstanding voting securities, or
(ii) during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company and any new Director whose election by the Board of Directors or
nomination for election by the Company's  shareholders was approved by a
vote of at least two-thirds (2/3) of the Directors then still in office who
either were Directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into
voting securities of  the surviving entity) at least fifty-five percent (55%)
of the  total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately  after such merger or
consolidation, or the shareholders of  the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.

    (f)  "Code" means the Internal Revenue Code of 1986, as  amended from
time to time.

    (g)  "Committee" means the committee or committees, as  specified in
Article 3, appointed by the Board to administer  the Plan with respect to
grants of Awards.

    (h) "Consultant" means a natural person under contract with the Company
to provide bona fide services to the Company which are not in connection with
the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities.

    (i)  "Director" means any individual who is a member of the Rascals Board
of Directors.

    (j)  "Disability" shall mean the Participant's inability to perform the
Participant's normal Employment functions due to any medically determinable
physical or mental disability,  which can last or has lasted 12 months or is
expected to result in death.

    (k) "Eligible Person" means an Employee, Director or Consultant.

    (l)  "Employee" means any officer or employee of the Company or of one of
the Company's Subsidiaries.  Directors who are not otherwise employed by the
Company shall not be considered Employees under this  Plan.

    (m)  "Employment,"  with reference to an Employee, means the condition of
being an officer or employee of the Company or one of its Subsidiaries.
"Employment," with reference to a Consultant, means the condition of being a
Consultant.  "Employment," with reference to a Director, means the condition
of being a Director.  The change in status of an Eligible Person among the
categories of Employee, Director and Consultant shall not be deemed a
termination of Employment.

    (n)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor Act thereto.

    (o)  "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to an Option, as  determined by the Committee.

    (p)  "Fair Market Value" shall mean (i) at such time as there are closing
prices quoted for the Shares, the closing price of  Shares on the relevant
date, or (if there were no sales on such date) the next preceding trading
date, all as reported on the principal market for the Shares, or (ii)
at such time as there is a public market quoted without closing prices, the
mean of the closing high bid and low asked on the relevant date, as reported
on the principal market for the Shares, or (iii) at such time as there is no
public market for the Shares, the value determined from time to time by the
Board of Directors.

    (q)  "Incentive Stock Option" or "ISO" means an option to purchase Shares
from Rascals, granted under this Plan, which is  designated as an Incentive
Stock Option and is intended to meet the requirements of Section 422 of the
Code.

    (r)  "Insider" shall mean an Eligible Person who is, on the  relevant
date, an officer, director, or ten percent (10%) beneficial owner of the
Company, as those terms are defined under Section 16 of the Exchange Act.

    (s)  "Nonqualified Stock Option" or "NQSO" means the option to purchase
Shares from Rascals, granted under this Plan, which  is not intended to be an
Incentive Stock Option.

    (t)  "Option" or "Stock Option" shall mean an Incentive  Stock Option or
a Nonqualified Stock Option.

    (u)  "Participant" means a person who holds an outstanding  Award granted
under the Plan.

    (v)  "Performance Share" shall mean an Award granted to an Eligible Person
pursuant to Article 8 herein.

    (w) "Plan" means this 2003 Equity Incentive Plan.

    (x)  "Restricted Stock" means an Award of Stock granted to an Eligible
Person pursuant to Article 7 herein.

    (y) "Restriction Period" means the period during which  Shares of
Restricted Stock are subject to restrictions or  conditions under Article 7.

    (z)  "Shares" or "Stock" means the shares of common stock of the Company.

    (aa) "Subsidiary" shall mean any corporation in which the  Company owns
directly, or indirectly through  subsidiaries, more than fifty percent (50%)
of the total combined voting power of all classes of Stock, or any other
entity (including, but not limited to,  partnerships and joint ventures) in
which the Company owns more than fifty percent (50%) of the combined equity
thereof.

Article 3. Administration

    3.1  The Committee.   The Plan and all Awards  hereunder shall be
administered by one or more Committees of the Board as may be appointed by
the Board for this purpose.  The Board may appoint a Committee specifically
responsible for Awards to Insiders (the "Disinterested Committee") where each
Director on such Disinterested Committee is a "Non-Employee Director" (or any
successor designation for determining who may administer plans, transactions
or awards exempt under Section 16(b) of the  Exchange Act), as that term is
used in Rule 16b-3 under the  Exchange Act, as that rule may be modified from
time to time.  If no specific Committee is appointed by the Board, then the
Board in its entirety shall be the Committee.  Any Committee may be replaced
by the Board at any time.

    3.2  Authority of the Committee.  The Committee shall have full power,
except as limited by law and subject to the provisions herein, to select the
recipients of Awards; to determine the size and types of Awards; to determine
the terms and conditions of such Awards in a manner consistent with the Plan;
to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and
regulations for the Plan's administration; and (subject to the provisions of
Article 10 herein) to amend the terms and conditions of any outstanding Award
to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan.  Further, the Committee shall make all
other determinations which may be necessary or advisable for the
administration of the Plan.

    The Committee shall determine which Awards are made pursuant to Rule 701
under the Securities Act of 1933, as amended.

    No Award may be made under the Plan after December 31, 2012.

    All determinations and decisions made by the Committee pursuant to the
provisions of the Plan and all related orders or resolutions of the Board
shall be final, conclusive, and binding on all persons, including the Company,
its stockholders, Eligible Persons, Participants, and their estates
and beneficiaries.

    Subject to the terms of this Plan, the Committee is authorized, and shall
not be limited in its discretion, to use any of the Performance Criteria
specified herein in its determination of Awards under this Plan.

Article 4. Shares Subject to the Plan

    4.1 Number of Shares.  Subject to adjustment as provided in Section 4.3
herein, the number of Shares available for grant under the Plan shall not
exceed two million (2,000,000) Shares.  The Shares granted under this Plan
may be either authorized but unissued or reacquired Shares.

    Without limiting the discretion of the Committee under this section,
unless otherwise provided by the Committee, the following rules will apply
for purposes of the determination of the number of Shares available for grant
under the Plan or compliance with the foregoing limits:

    (a)  The grant of Stock, a Stock Option or a Restricted Stock Award shall
reduce the Shares available for grant under the Plan by the number of Shares
subject to such Award. However, to the extent the Participant uses previously
owned Shares to pay the Exercise Price or any taxes, or Shares are withheld
to pay taxes, these Shares shall be available for regrant under the Plan.

    (b)  With respect to Performance Shares, the number of  Performance Shares
granted under the Plan shall be deducted  from the number of Shares available
for grant under the Plan.  The number of Performance Shares which cannot be,
or  are not, converted into Shares and distributed to the Participant (after
any applicable tax withholding) following the end of the Performance Period
shall increase the number of Shares available for regrant  under the Plan by
an equal amount.

    4.2 Lapsed Awards.  If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, Shares subject to such Award
shall be again available for the grant of an Award under the Plan.

    4.3 Adjustments in Authorized Plan Shares.  In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation,
Stock dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, an adjustment
shall be made in the number and class of Shares which may be delivered
under the Plan, and in the number and class of and/or price of Shares
subject to outstanding Awards granted under the Plan, and/or the number
of outstanding Options, Shares of Restricted Stock, and Performance Shares
constituting outstanding Awards, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights.

Article 5.  Stock Grant

    5.1  Grant of Stock.  Subject to the terms and provisions of the Plan,
the Board of Directors, at any time and from time to time, may grant Shares
of Stock to Eligible Persons in such amounts and upon such terms and conditions
as the Board of Directors shall determine.

Article 6. Stock Options

    6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
Options may be granted to Eligible Persons at any time and from time to time,
and under such terms and conditions, as shall be determined by the Committee.
The Committee shall have discretion in determining the number of Shares subject
to Options granted to each Eligible Person.  The Committee may grant ISOs,
NQSOs, or a combination thereof.  ISOs, however, may be granted only to
Employees and only if this Plan is approved by the shareholders of the
Company within one year after it is adopted by the Board of Directors.

    6.2  Form of Issuance.  Each Option grant may be issued in the form of an
Award Agreement and/or may be recorded on the books and records of the Company
for the account of the Participant. If an Option is not issued in the form of
an Award Agreement, then the Option shall be deemed granted as determined by
the Committee.  The terms and conditions of an Option shall be set forth in
the Award Agreement, in the notice of the issuance of the grant, or in such
other documents as the Committee shall determine.  Such terms and conditions
shall include the Exercise Price, the duration of the Option, the number of
Shares to which an Option pertains (unless otherwise provided by the Committee,
each Option may be exercised to purchase one Share), and such other provisions
as the Committee shall determine, including, but not limited to whether the
Option is intended to be an ISO or a NQSO.

    6.3  Exercise Price.

    (a)  Unless a greater Exercise Price is determined by the Committee, the
Exercise Price for each ISO awarded under this Plan shall be equal to one
hundred percent (100%) of the Fair Market Value of a Share on the date the
Option is granted.  If, however, the Eligible Person owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporations, then the
Exercise Price of an ISO shall be not less than one hundred ten percent (110%)
of the Fair Market Value of a Share on the date the Option is granted.

    (b) The Exercise Price of a NQSO shall be determined by the Committee in
its sole discretion.

    6.4  Duration of Options.  Each Option shall expire at such time as the
Committee shall determine at the time of grant (which duration may be extended
by the Committee); provided, however, that no Option shall be exercisable
later than the tenth (10th) anniversary date of its grant.  If, however, the
Eligible Person owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporations, then no Option shall be exercisable later
than the fifth (5th) anniversary date of its grant.

    6.5  Vesting of Options.  Options shall vest at such times and under such
terms and conditions as determined by the Committee; provided, however, unless
a different vesting period is provided by the Committee at or before the
grant of an Option,  the Options will vest on  the first anniversary of the
grant.

    6.6  Exercise of Options.  Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which need not be the same
for each grant or for each Participant.

    Options shall be exercised by delivery of a written notice (including e-
mail and telecopies) to the Secretary of the Company (or, if so provided by
the Company, to its designated agent), which notice shall be irrevocable,
setting forth the exact number of Shares with respect to which the Option is
being exercised and including with such notice payment of the Exercise Price.
When Options have been transferred, the Company or its designated agent may
require appropriate documentation that the person or persons exercising the
Option, if other than the Participant, has the right to exercise the Option.
No Option may be exercised with respect to a fraction of a Share.

    6.7  Payment.  The Exercise Price shall be paid in full at the time of
exercise.  No Shares shall be issued or transferred until full payment has
been received therefor.

    Payment may be made:

    (a) in cash, or

    (b) unless otherwise provided by the Committee at any time, and subject
to such additional terms and conditions and/or  modifications as the Committee
or the Company may impose from time to time, and further subject to suspension
or termination of this provision by the Committee or Company at  any time,
by:

    (i) delivery of Shares of Stock owned by the  Participant in
partial (if in partial payment, then  together with cash) or full payment
(if a fractional  Share remains after payment of the Exercise Price in  full
by previously owned Shares, then the fractional Share shall be withheld for
taxes); provided, however,  as a condition to paying any part of the Exercise
Price in Stock, at the time of exercise of the Option, the  Participant must
establish to the satisfaction of the  Company that the Stock tendered to the
Company has been held by the Participant for a minimum of six  (6) months
preceding the tender; or

    (ii) if the Company has designated a stockbroker to act as the Company's
agent to process Option exercises, issuance of an exercise notice together
with instructions to such stockbroker irrevocably instructing the stockbroker:
(A) to immediately sell a  sufficient portion of the Shares to pay the
Exercise  Price of the Options being exercised and the required tax
withholding, and (B) to deliver on the settlement date the portion of the
proceeds of the sale equal to the Exercise Price and tax withholding to the
Company.   In the event the stockbroker sells any Shares on behalf of a
Participant, the stockbroker shall be acting solely as the agent of the
Participant, and the Company disclaims any responsibility for the actions of
the stockbroker in making any such sales.  No Stock shall be issued until the
settlement date and until the proceeds (equal to the Option Price and tax
withholding) are paid to the Company.

    If payment is made by the delivery of Shares of Stock,  the value of the
Shares delivered shall be equal to the Fair  Market Value of the Shares on
the day preceding the date of exercise of the Option.

    6.8  Termination of Employment.  Unless otherwise provided by the
Committee, the following limitations on exercise of Options shall apply upon
termination of Employment:

    (a) Termination by Death or Disability.  In the event the Employment of
a Participant shall terminate by reason of  death or Disability, all
outstanding Options granted to that  Participant shall immediately vest as of
the date of termination of Employment and may be exercised, if at all,
no more than three (3) years from the date of the  termination of Employment,
unless the Options, by their  terms, expire earlier.

    (b)  Termination for Cause.  If the Employment of a Participant shall be
terminated by the Company for Cause,  all outstanding Options held by the
Participant shall immediately be forfeited to the Company and no additional
exercise period shall be allowed, regardless of the vested status of the
Options.

    (c)  Retirement or Other Termination of Employment.  If the  Employment
of a Participant shall terminate for any reason other than the reasons set
forth in (a) or (b) above, all outstanding Options which are vested as of the
effective  date of termination of Employment may be exercised, if at  all, no
more than thirty (30) days from the date of  termination of Employment,
unless the Options, by their  terms, expire earlier.  In the event of the
death of the  Participant after termination of Employment, this paragraph
(c) shall still apply and not paragraph (a), above.

    (d)  Options not Vested at Termination.  Except as provided in paragraph
(a) above, all Options held by the Participant which are not vested on or
before the effective date of termination of Employment shall immediately be
forfeited to the Company (and shall once again become available for grant
under the Plan).

    (e)  Notwithstanding the foregoing, the Committee may, in its sole
discretion, establish different terms and conditions  pertaining to the
effect of termination of Employment, but no such modification shall shorten
the terms of Options issued prior to such modification.

    6.9  Restrictions on Exercise and Transfer of Options.  Unless otherwise
provided by the Committee:

    (a)  During the Participant's lifetime, the Participant's Options shall
be exercisable only by the Participant or by the Participant's guardian or
legal representative.  After the death of the Participant, an Option shall
only be exercised by the holder thereof (including, but not limited to,
an executor or administrator of a decedent's estate) or his guardian or legal
representative.

    (b)  No Option shall be transferable except: (i) in the case of the
Participant, only upon the Participant's death; and (ii) in the case of any
holder after the  Participant's death, only by will or by the laws of descent
and distribution.

    6.10  Competition.  Notwithstanding anything in this Article 6 to the
contrary, in the event the Committee determines, in its sole discretion, that
a Participant is engaging in activity competitive with the Company, any
Subsidiary, or any business in which any of the foregoing have a substantial
interest (the "Rascals Businesses"), the Committee may cancel any Option
granted to such Participant, whether or not vested, in whole or in part.
Such cancellation shall be effective as of the date specified by the
Committee.  Competitive activity shall mean any business or activity if a s
ubstantially similar business activity is being carried on by a Rascals
Business, including, but not limited to, representing or providing consulting
services to any person or entity that is engaged in competition with a
Rascals Business or that takes a position adverse to a Rascals Business.
However, competitive activity shall not include, among other things, owning
a nonsubstantial interest as a shareholder in a competing business.


Article 7. Restricted Stock

    7.1  Grant of Restricted Stock.  Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Eligible Persons in such amounts and upon such terms
and conditions as the Committee shall determine. In addition to any other
terms and conditions imposed by the Committee, vesting of Restricted Stock
may be conditioned upon the attainment of Performance Goals based on
Performance Criteria in the same manner as provided in Section 8.3, herein
with respect to Performance Shares.

    7.2  Restricted Stock Agreement.  The Committee may require, as a
condition to an Award, that a recipient of a Restricted Stock Award enter
into a Restricted Stock Award Agreement, setting forth the terms and
conditions of the Award.  In lieu of a Restricted Stock Award Agreement, the
Committee may provide the terms and conditions of an Award in a notice
to the Participant of the Award, on the Stock certificate representing the
Restricted Stock, in the resolution approving the Award, or in such other
manner as it deems appropriate.

    7.3  Transferability.  Except as otherwise provided in this Article 7,
the Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of
the applicable Restriction Period established by the Committee, if any.

    7.4  Other Restrictions.  The Committee may impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement
that Participants pay a stipulated purchase price for each Share of Restricted
Stock and/or restrictions under applicable Federal or state securities laws;
and may legend the certificates representing Restricted Stock to give
appropriate notice of such restrictions.

    The Company shall also have the right to retain the certificates
representing Shares of Restricted Stock in the Company's possession until
such time as all conditions and/or restrictions applicable to such Shares
have been satisfied.

    7.5  Removal of Restrictions.  Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Restriction Period and completion of all conditions to
vesting, if any.  However, unless otherwise provided by the Committee, the
Committee, in its sole discretion, shall have the right to immediately waive
all or part of the restrictions and conditions with regard to all or part of
the Shares held by any Participant at any time.

    7.6  Voting Rights, Dividends and Other Distributions. During the
Restriction Period, Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such Shares.  Except as provided in the
following sentence, in the sole discretion of the Committee, other cash
dividends and other distributions paid to Participants with respect to Shares
of Restricted Stock may be subject to the same restrictions and conditions
as the Shares of Restricted Stock with respect to which they were paid.  If
any such dividends or distributions are paid in Shares, the Shares shall
be subject to the same restrictions and conditions as the Shares of Restricted
Stock with respect to which they were paid.

    7.7  Termination of Employment Due to Death or Disability.  In the event
the Employment of a Participant shall terminate by reason of death or
Disability, unless otherwise provided by the Committee prior to or at the
time of the Award, all Restriction Periods and all restrictions imposed on
outstanding Shares of Restricted Stock held by the Participant shall
immediately lapse and the Restricted Stock shall immediately become fully
vested as of the date of termination of Employment.

    7.8  Termination of Employment for Other Reasons.  If the Employment of
a Participant shall terminate for any reason other than those specifically
set forth in Section 7.7 herein, all Shares of Restricted Stock held by the
Participant which are not vested as of the effective date of termination of
Employment immediately shall be forfeited and returned to the Company.

Article 8.  Performance Shares

    8.1  Grants of Performance Shares.   A Performance Share is equivalent in
value to a Share of Stock.  Subject to the terms of the Plan, Performance
Shares  may be granted to Eligible Persons at any time and from time to time,
as determined by the Committee.  The Committee shall have complete discretion
in determining the number of Performance Shares awarded to each
Participant.

    8.2  Performance Period.  The Performance Period for Performance Shares
is the period over which the Performance Goals are measured.  The Performance
Period is set by the Committee for each Award; however, in no event shall an
Award have a Performance Period of less than six months.

    8.3  Performance Goals.  For each Award of Performance Shares, the
Committee shall establish performance objectives ("Performance Goals") for
the Company, its Subsidiaries, and/or divisions of any of foregoing, based on
the Performance Criteria and other factors set forth below.  Performance Goals
shall include payout tables, formulas or other standards to be used in
determining the extent to which the Performance Goals are met, and, if met,
the number of Performance Shares distributed to Participants in accordance
with Section 8.5.  All Performance Shares which may not be converted under
the Performance Goals or which are reduced by the Committee under Section 8.5
or which may not be converted for any other reason after the end of
the Performance Period shall be canceled at the time they would otherwise be
distributable.  When the Committee desires an Award to qualify under Section
162(m) of the Code, as amended, the Committee shall establish the Performance
Goals for the respective Performance Shares prior to or within 90 days of the
beginning of the service relating to such Performance Goal, and not later
than after 25% of such period of service has elapsed.  For all other Awards,
the Performance Goals must be established before the end of the respective
Performance Period.

    (a)  The Performance Criteria which the Committee is authorized to use,
in its sole discretion, are any of the  following criteria or any combination
thereof:

    (1)  Financial performance of the Company (on a consolidated basis), of
one or more of its Subsidiaries, and/or a division of any of the foregoing.
Such financial performance may be based on net income and/or Value Added
(after-tax cash operating profit less depreciation and less a capital charge).

    (2)  Service performance of the Company (on a consolidated basis), of one
or more of its Subsidiaries, and/or of a division of any of the  foregoing.
Such service performance may be based upon  measured customer perceptions of
service quality.

    (3)  The Company's Stock price; return on shareholders' equity; total
shareholder return (Stock price appreciation plus dividends, assuming the
reinvestment of dividends); and/or earnings per share.

    (4)  With respect to the Company (on a consolidated basis), to one or
more of its Subsidiaries, and/or to a division of any of the foregoing:
sales, costs, market share of a product or service, return on net assets,
return on assets, return on capital, profit margin, and/or operating revenues,
expenses or earnings.

    (5)  Completion of a marketing or development project as defined in the
Award Agreement.

    (b)  Except to the extent otherwise provided by the Committee in full or
in part, if any of the following events occur during a Performance Period and
would directly affect the determination of whether or the extent to which
Performance Goals are met, they shall be disregarded in any  such computation:
changes in accounting principles; extraordinary items; changes in tax laws
affecting net income and/or Value Added; natural disasters, including  floods,
hurricanes, and earthquakes; and intentionally  inflicted damage to property
which directly or indirectly damages the property of the Company or its
Subsidiaries.  No such adjustment shall be made to the extent such adjustment
would cause the Performance Shares to fail to satisfy the performance-based
exemption of Section 162(m) of the Code.

     8.4  Dividend Equivalents on Performance Shares.  Unless reduced or
eliminated by the Committee, a cash payment in an amount equal to the dividend
payable on one Share will be made to each Participant for each Performance
Share which on the record date for the dividend had been awarded to the
Participant and not converted, distributed or canceled.

     8.5  Form and Timing of Payment of Performance Shares.  As soon as
practicable after the applicable Performance Period has ended and all other
conditions (other than Committee actions) to conversion and distribution of
a Performance Share Award have been satisfied (or, if applicable, at such
other time determined by the Committee at or before the establishment of the
Performance Goals for such Performance Period), the Committee shall determine
whether and the extent to which the Performance Goals were met for the
applicable Performance Shares.  If Performance Goals have been met, then the
number of Performance Shares to be converted into Stock and distributed to
the Participants shall be determined in accordance with the Performance
Goals for such Awards, subject to any limits imposed by the Committee.
Conversion of Performance Shares shall occur as soon as reasonably
administratively possible following the determination of the number of Shares
to which the Participant is entitled.  At any time prior to the distribution
of the Performance Shares, unless otherwise provided by the Committee,
the Committee shall have the authority to reduce or eliminate the number
of Performance Shares to be converted.

     8.6  Termination of Employment Due to Death or Disability.   Unless
otherwise provided by the Committee prior to or at the time of an Award, if
the Employment of a Participant shall terminate by reason of death or
Disability, the Participant shall receive a distribution of all outstanding
Performance Shares calculated as if all unfinished Performance Periods had
ended with 100% of the Performance Goals achieved, payable in the year
following the date of termination of Employment.

     8.7  Termination of Employment for Other Reasons.  If  the Employment of
a Participant shall terminate for other than a reason set forth in Section
8.6 (and other than for Cause), the number of Performance Shares to be
converted and distributed shall be converted and distributed based upon the
achievement of the Performance Goals and in accordance with all other terms
of the Award and the Plan; however, the Participant may receive no more than
a prorated payout of all Performance Shares, based on the portions of the
respective Performance Periods that have been completed.

     8.8  Termination of Employment for Cause.  In the event that a
Participant's Employment shall be terminated by the Company for Cause, all
Performance Shares shall be forfeited by the Participant to the Company.

     8.9  Nontransferability.  Performance Shares may not be sold, transferred,
     pledged, assigned, or otherwise alienated or hypothecated, other than by
     will or laws of intestacy.

Article 9.   Employee Matters

     9.1  Employment Not Guaranteed.  Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's Employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or one of
its Subsidiaries.

     9.2  Participation.  No Eligible Person shall have the right to be
selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.

     9.3  Claims and Appeals.  Any claim under the Plan by a Participant or
anyone claiming through a Participant shall be presented to the Committee.
Any person whose claim under the Plan has been denied may, within sixty (60)
days after receipt of notice of denial, submit to the Committee a written
request for review of the decision denying the claim. The Committee shall
determine conclusively for all parties all questions arising in the
administration of the Plan.

Article 10. Amendment, Modification, and Termination

     10.1  Amendment, Modification, and Termination.  The Board of Directors
alone shall have the right to alter, amend or revoke the Plan or any part
thereof at any time and from time to time, provided, however, that the Board
of Directors may not, without the approval of the holders of a majority of
the voting Shares, make any alteration or amendment to the Plan which changes
the aggregate number of shares of Common Stock which may be issued under the
Plan, extend the term of the Plan, or change the employees or class of
employees eligible to receive Awards thereunder. The Board may at any time
suspend or terminate the Plan in whole or in part.

     10.2  Awards Previously Granted.  No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

Article 11. Change in Control

     Upon the occurrence of a Change in Control:

     (a)  Any and all Options granted hereunder immediately shall become
vested and exercisable;

     (b)  Any Restriction Periods and all restrictions imposed on Restricted
Shares shall lapse and they shall immediately  become fully vested;

     (c)  The 100% Performance Goal for all Performance Shares relating to
incomplete Performance  Periods shall be deemed to have been fully achieved
and shall be converted and distributed in accordance with all other terms of
the Award and this Plan; provided, however, notwithstanding anything to the
contrary in this Plan, no outstanding Performance Share may be reduced.

Article 12. Withholding

     12.1  Tax Withholding.  The Company shall deduct or withhold an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's employment tax obligations) required by law to be withheld with
respect to any taxable event arising or as a result of this Plan ("Withholding
Taxes").

     12.2  Share Withholding.  With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, upon
the distribution of Performance Shares in the form of Stock, or upon any
other taxable event hereunder involving the transfer of Stock to a Participant,
the Company shall withhold Stock having a Fair Market Value on the date the
tax is to be determined in an amount equal to the Withholding Taxes on such
Stock.  Any fractional Share remaining after the withholding shall be
withheld as additional Federal withholding.

     Unless otherwise determined by the Committee, when the method of payment
for the Exercise Price is from the sale by a stockbroker, pursuant to Section
6.7(b)(ii), herein, of the Stock acquired through the Option exercise, then
the tax withholding shall be satisfied out of the proceeds.  For
administrative purposes in determining the amount of taxes due, the sale
price of such Stock shall be deemed to be the Fair Market Value of the Stock.

     Prior to the end of any Performance Period a Participant may elect to
have a greater amount of Stock withheld from the distribution of Performance
Shares to pay withholding taxes; provided, however, the Committee may
prohibit or limit any individual election or all such
elections at any time.

     12.3 Payment In Lieu of Share Withholding.  In any situation in which
the Company would be required to withhold Stock pursuant to Sec. 12.2 above,
the Participant may, in lieu of all or part of such withholding, remit to the
Company an amount in cash sufficient to satisfy the federal, state and local
withholding tax requirements or may direct the Company to withhold from other
amounts payable to the Participant, including salary.

Article 13. Successors

     All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.

Article 14. Legal Construction

     14.1  Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

     14.2  Requirements of Law.  The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     14.3  Securities Law Compliance.  With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act.  To the extent any provision
of the plan or action by the Committee fails to comply with a condition of
Rule 16b-3 or its successors, it shall not apply to the Insiders or
transactions thereby.

     14.4  Governing Law.  To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.


                      *       *       *       *       *
                                                              EXHIBIT 5

                              ROBERT BRANTL, ESQ.
                              322 Fourth Street
                              Brooklyn, NY 11215
                                 718-768-6045

August 5, 2003

Rascals International, Inc.
414 Eagle Rock Avenue
Suite 308
West Orange, NJ 07052

Gentlemen:

With reference to the Registration Statement on Form S-8 which Rascals
International, Inc. proposes to file with the Securities and Exchange
Commission registering 2,000,000 common shares which may be offered and sold
by Rascals International, Inc. under the 2003 Equity Incentive Plan (the
"Shares"), I am of the opinion that all proper corporate proceedings have
been taken so that the Shares, upon sale and payment therefor in accordance
with the Plan, will be legally issued, fully paid, and nonassessable.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement referred
to above.

                              Yours,


                              /s/Robert Brantl
                              ------------------
                              Robert Brantl

                *       *       *       *       *

                                                            EXHIBIT 23.1

       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the use in this Registration Statement on Form S-8 of our
report dated April 10, 2003 with respect to the financial statements of
Rascals International, Inc. and Subsidiaries for the years ended December 31,
2002 and 2001.


                               /s/ Rosenberg Rich Baker Berman & Company
                               -----------------------------------------
                               Rosenberg Rich Baker Berman & Company
                               Certified Public Accountants


Bridgewater, New Jersey
August 5, 2003
[{"type": "S-8", "sequence": "1", "filename": "rass8reg2aug03.txt", "description": "RASCALS 2003 EQUITY PLAN", "secsgml_size_bytes": 66882}]
{"company-data": {"conformed-name": "RASCALS INTERNATIONAL INC", "cik": "0001107802", "assigned-sic": "7900", "irs-number": "841195628", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107680", "film-number": "03824278"}, "business-address": {"street1": "414 EAGLE ROCK AVENUE", "street2": "STE 308", "city": "WEST ORANGE", "state": "NJ", "zip": "07052", "phone": "9732438080"}, "mail-address": {"street1": "414 EAGLE ROCK AVENUE STE 308", "city": "WEST ORANGE", "state": "NJ", "zip": "07052"}}
As filed with the Securities and Exchange Commission on August 5, 2003

                                        Registration Number

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                         RASCALS INTERNATIONAL, INC.
            --------------------------------------------------
            (Exact name of Registrant as specified in Charter)

      Delaware                                       84-1195628
   -----------------------------------------------------------------
   (State of Incorporation)            (I.R.S. Employer I.D. Number)

       414 Eagle Rock Avenue, Suite 308, West Orange, New Jersey 07052
       ---------------------------------------------------------------
                (Address of Principal Executive Offices)

                        2003 EQUITY INCENTIVE PLAN
                           (Full Title of Plan)

                             EDUARDO RODRIGUEZ
                        Rascals International, Inc.
                     414 Eagle Rock Avenue, Suite 308
                           West Orange, NJ 07052
                               (973) 243-8080
         --------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                Copy to:
                           ROBERT BRANTL, ESQ.
                            322 Fourth Street
                           Brooklyn, NY 11215
                             (718) 768-6045

                     CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
                                 Maximum        Maximum
Title of          Amount         Offering       Aggregate       Amount of
Securities        to be          Price          Offering        Registration
to be Registered  Registered(1)  per Share (2)  Price (2)       Fee
-----------------------------------------------------------------------------

Common Stock,    2,000,000 shares   $0.75       $1,500,000      $121.35
  $0.001par value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying
    2,000,000 shares by $0.75, the closing price of shares of the Common
    Stock on the OTC Bulletin Board on August 1, 2003.

                                    PART II

             INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3. Incorporation of Documents by Reference.

        Rascals International, Inc. is incorporating by reference the
following document previously filed with the Securities and Exchange
Commission:

        (a)  Rascals International's Annual Report on Form 10-KSB for the
             year ended December 31, 2002;

        (b)  Rascals International's Quarterly Report on Form 10-QSB for the
             quarter ended March 31, 2003;

        (c)  Rascals International's Current Report on Form 8-K dated April
             29, 2003;

        (d)  Rascals International's Current Report on Form 8-K dated August
             5, 2003;

        (e)  the description of Rascals International's Common Stock
             contained in its Registration Statement on Form 10-SB.

        Rascals International, Inc. is also incorporating by reference all
documents hereafter filed by Rascals International pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Robert Brantl, Esq., counsel to Rascals International, has passed
upon the validity of the shares registered pursuant to this Registration
Statement.  Mr. Brantl holds no interest in the securities of Rascals
International.

Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

        The Bylaws of Rascals International provide that the corporation
shall indemnify its directors and officers to the maximum extent provided by
the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

4.1     2003 Equity Incentive Plan

5       Opinion of Robert Brantl, Esq.

23.1    Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2    Consent of Robert Brantl, Esq. is contained in his opinion, filed
        as Exhibit 5.

Item 9. Undertakings.

        Rascals International hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering;

        (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Rascals International pursuant to the provisions of the Delaware
General Corporation Law or otherwise, Rascals International has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Rascals International
of expenses incurred or paid by a director, officer or controlling person of
Rascals International in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Rascals International will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

REOFFER PROSPECTUS

                         RASCALS INTERNATIONAL, INC.

                      2,000,000 Shares of Common Stock

    The shares are being offered by persons who are control persons with respect
to Rascals International, Inc. by reason of their positions in Rascals'
management or their ownership of Rascals stock.  They acquired the shares
from Rascals, either as the recipients of grants of stock or by exercising
stock options issued to them by Rascals.

    The selling shareholders intend to sell the shares into the public market
from time to time.  The shareholders will negotiate with the market makers
for Rascals International's common stock to determine the prices for each
sale.  They expect each sale price to be near to the market price at the time
of the sale.

    Rascals International's common stock is listed for trading on the OTC
Bulletin Board under the trading symbol "RSCA.OB."

    Purchase of Rascals International common stock involves risk.  Please
see "Risk Factors," which begins on page 2.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.

                        Rascals International, Inc.
                     414 Eagle Rock Avenue, Suite 308
                          West Orange, NJ 07052
                               973-243-8080

               The date of this prospectus is August 5, 2003

                             TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .-3-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . .-3-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .-4-

                           RISK FACTORS

    You should carefully consider the risks described below before buying our
common stock. If any of the risks described below actually occurs, that event
could cause the trading price of our common stock to decline, and you could
lose all or part of your investment.

            I.  Risks attendant to our business plan.

    We lack sufficient capital to fully carry out our business plan.

    In order to make our operations cost-efficient, it is necessary that we
expand our operations.  At the present time, however, our capital resources
are sparse.  In order to expand our operations, we will need an infusion of
capital.  Management is currently seeking sources of capital to fund our
growth.  But we do not know if we will be able to obtain the necessary
capital. If we cannot obtain additional capital, it is unlikely that our
business will ever be prosperous.

    We may be unable to satisfy our current debts.

    Primarily as a result of the operating losses experienced over the past
three years, our debts are far in excess of the book value of our assets.  We
are currently in default in making payments to a number of our creditors,
including secured creditors.  We are engaged in efforts to negotiate
compromises and extensions with our major creditors.  If those negotiations
are unsuccessful, however, our business may fail.

    We may not become profitable.

    Rascals International has incurred substantial operating losses during
the past three years. In order to achieve profitability it will be necessary
that we either expand operations to a point sufficient to cover overhead or
establish new sources of revenue.  Failing such developments, it is likely
that we will continue to sustain net losses.

    Current shareholders may suffer dilution as a result of our financing
activities.

    If we are able to sell equity in Rascals International and raise the
capital we need to grow, it is almost certain that the sale will occur at a
price which is less than the market price for our common stock when the sale
occurs.  In addition, the issuance of common stock to settle debts or to
attract management is also likely to occur at below-market prices.
Such sales and issuances may, therefore, have the effect of reducing the
market price for our common stock.  In addition, other terms may be negotiated
with investors which could have the effect of diluting the interest of
current shareholders in the equity of Rascals International.

    Our business development would be hindered if we lost the services of our
President.

    Eduardo Rodriguez is the President of Rascals International.  Mr.
Rodriguez is the only executive employed on a full-time basis by Rascals
International.  Mr. Rodriguez is responsible for strategizing not only our
business plan but also the means of financing it.  If Mr. Rodriguez were to
leave Rascals International or become unable to fulfill his responsibilities,
our business would be imperiled.  At the very least, there would be a delay
in the development of Rascals International until a suitable replacement for
Mr. Rodriguez could be retained.

    Related party transactions may occur on terms that are not favorable to
Rascals International.

    Two members of our Board of Directors, Eduardo Rodriguez and Michael
Margolies, directly and through their families, control over 73% of the
outstanding common stock of Rascals International.  For the foreseeable future,
therefore, they will control the operations of Rascals International.  They
are also the Managers of the limited liability companies that are the senior
secured creditors of Rascals and that own one of the properties where Rascals'
New Jersey clubs operate.  It is possible that they will engage in other
transactions with Rascals International.  It is unlikely that they will obtain
independent confirmation that the terms of such related party transactions
are fair.  If the terms are unfair to Rascals International, the transactions
could harm our operating results.

    Liability from lawsuits based on "dram shop" laws could exceed our
insurance coverage.

    In most states where Rascals International locates clubs, there will be
liquor liability ("dram shop") laws.  These laws vary from state to state.
In general, dram shop laws  impose liability on the proprietor of an
establishment for damage caused by a customer of the establish
ment, if the service of alcoholic beverages by the establishment to that
customer was a cause of the damage and the establishment service was negligent
or otherwise culpable.  Since we will serve alcoholic beverages in all of our
clubs, we will be subject to the risk that lawsuits arising under dram shop
laws could produce judgments that exceed our insurance coverage and imperil
our capital.

     II.  Risks attendant to the market for our common stock.

    The volatility of the market for Rascals International common stock may
prevent a shareholder from obtaining a fair price for his shares.

    Rascals International at the present time has fewer than 900 shareholders
and only a small number of market makers.  As a result, the market price for
our common stock is volatile, at times moving over 100% in one day.  Unless
and until the market for our common stock grows and stabilizes, the common
shares you purchase will remain illiquid.  A shareholder in Rascals
International who wants to sell his shares, therefore, runs the risk that
at the time he wants to sell, the market price may be much less than the
price he would consider to be fair.

    Rascals International will be quoted on the OTC Bulletin Board for the
immediate future.

    Rascals International does not meet the eligibility requirements for
listing on the NASDAQ Stock Market.  Those requirements include 300 round lot
shareholders, a net asset value of $4 million, a $4.00 bid price, and
1,000,000 publicly-held shares with a market capitalization of at least $5
million.  Until we meet those standards and are accepted into the NASDAQ Stock
Market, the Rascals International common stock will be quoted only on the
OTC Bulletin Board.  Such a listing is considered less prestigious than a
NASDAQ Stock Market or an exchange listing, and many brokerage firms will not
recommend Bulletin Board stocks to their clients.  This situation may limit
the liquidity of your shares.

                              SELLING SHAREHOLDERS

    The table below contains information regarding the individuals who are
using this prospectus to offer common shares.

                               Shares        Percentage  Shares        Class
                               Owned         of Number   Owned         Held
Selling                        Beflore       of Shares   After         After
Shareholder     Position       Offering(1)   Offered     Offering      Offering
-------------------------------------------------------------------------------

                            OTHER AVAILABLE INFORMATION

    Rascals International Int'l, Inc.is incorporating into this prospectus by
reference the following documents previously filed with the Securities and
Exchange Commission:

    (a)  Rascals International's Annual Report on Form 10-KSB for the year
          ended December 31, 2002;

    (b)  Rascals International's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2003;

    (c)  Rascals International's Current Report on Form 8-K dated April 29,
         2003;

    (d)  Rascals International's Current Report on Form 8-K dated August 5,
         2003;

    (e)  the description of Rascals International's Common Stock contained
         in its Registration Statement on Form 10-SB.

    Rascals International is also incorporating into this prospectus by
reference all documents hereafter filed by Rascals International pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
until the termination of this offering.

    Upon written or oral request, Rascals International will provide to each
person, including any beneficial owner, to whom this prospectus is delivered
a copy of any and all information that has been incorporated into this
prospectus by reference.  We will provide the information at no cost to the
person who requests it. Any such request should be made to Eduardo Rodriguez,
President, Rascals International, Inc., 414 Eagle Rock Avenue, Suite 308,
West Orange, NJ 07052, telephone: 973-243-8080.

    Rascals International files with the Securities and Exchange Commission
annual, quarterly and current reports, proxy statements and other information,
which may assist you in understanding our company.   In addition, we have
filed a registration statement on Form S-8, including exhibits, with respect
to the shares to be sold in the offering.

    You may read and copy the registration statement or any reports, statements
or other information that we file at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Commission
at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. Our Commission filings, including the registration statement,
are also available to you on the Commission's Web site at http://WWW.SEC.GOV.

                              INDEMNIFICATION

    Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

    The Bylaws of Rascals International provide that the corporation shall
indemnify its directors and officers to the maximum extent provided by the
Delaware General Corporation Law.

    Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.

                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Rascals
International,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of East Orange and the State of New
Jersey on the 5th day of August, 2003.

                             RASCALS INTERNATIONAL, INC.

                             By:   /s/Eduardo Rodriguez
                             ---------------------------------
                                   Eduardo Rodriguez
                                   Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on August 5, 2003.

Name                       Title

s/Eduardo Rodriguez        President (Chief Executive Officer, Chief Financial
Eduardo Rodriguez           Officer, Chief Accounting Officer), Director

                            Director
Gary Marks

/s/Michael Margolies        Director
Michael Margolies

                             INDEX TO EXHIBITS

4.1  2003 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed  as
     Exhibit 5.

                      *       *       *       *       *

                                  EXHIBIT 4.1

                         RASCALS INTERNATIONAL, INC.

                         2003 Equity Incentive Plan

Article 1. Establishment and Purpose

    1.1  Establishment of the Plan.  Rascals International, Inc., a Delaware
corporation (the "Company" or "Rascals"), hereby establishes an incentive
compensation plan (the "Plan"), as set forth in this document.

    1.2  Purpose of the Plan.  The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal
interests of Participants to those of the Company's shareholders, and by
providing Participants with an incentive for outstanding performance. The
Plan is further intended to attract and retain the services of Participants
upon whose judgment, interest, and special efforts the successful operation
of Rascals and its subsidiaries is dependent.

    1.3  Effective Date of the Plan.  The Plan shall become effective on
August 5, 2003.

Article 2. Definitions

    Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

    (a)  "Award" means, individually or collectively, a grant  under this
Plan of Stock, Nonqualified Stock Options, Incentive Stock Options, Restricted
Stock,  or Performance Shares.

    (b)  "Award Agreement" means an agreement which may be  entered into by
each Participant and the Company, setting  forth the terms and provisions
applicable to Awards granted to Participants under this Plan.

    (c)  "Board" or "Board of Directors" means the Rascals Board of Directors.

    (d)  "Cause" shall mean willful and gross misconduct on the part of an
Eligible Person that is materially and demonstrably  detrimental to the
Company or any Subsidiary as determined by the Committee in its sole
discretion.

    (e)  "Change in Control" shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), other than (A) a person who on November 21, 2002 was the beneficial
owner of more than 25% of the outstanding Shares, (B) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
(C) a corporation owned directly or indirectly by the shareholders of the
Company in substantially the same proportions as their ownership of stock of
the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power
represented by the Company's then  outstanding voting securities, or
(ii) during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company and any new Director whose election by the Board of Directors or
nomination for election by the Company's  shareholders was approved by a
vote of at least two-thirds (2/3) of the Directors then still in office who
either were Directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into
voting securities of  the surviving entity) at least fifty-five percent (55%)
of the  total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately  after such merger or
consolidation, or the shareholders of  the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.

    (f)  "Code" means the Internal Revenue Code of 1986, as  amended from
time to time.

    (g)  "Committee" means the committee or committees, as  specified in
Article 3, appointed by the Board to administer  the Plan with respect to
grants of Awards.

    (h) "Consultant" means a natural person under contract with the Company
to provide bona fide services to the Company which are not in connection with
the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities.

    (i)  "Director" means any individual who is a member of the Rascals Board
of Directors.

    (j)  "Disability" shall mean the Participant's inability to perform the
Participant's normal Employment functions due to any medically determinable
physical or mental disability,  which can last or has lasted 12 months or is
expected to result in death.

    (k) "Eligible Person" means an Employee, Director or Consultant.

    (l)  "Employee" means any officer or employee of the Company or of one of
the Company's Subsidiaries.  Directors who are not otherwise employed by the
Company shall not be considered Employees under this  Plan.

    (m)  "Employment,"  with reference to an Employee, means the condition of
being an officer or employee of the Company or one of its Subsidiaries.
"Employment," with reference to a Consultant, means the condition of being a
Consultant.  "Employment," with reference to a Director, means the condition
of being a Director.  The change in status of an Eligible Person among the
categories of Employee, Director and Consultant shall not be deemed a
termination of Employment.

    (n)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor Act thereto.

    (o)  "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to an Option, as  determined by the Committee.

    (p)  "Fair Market Value" shall mean (i) at such time as there are closing
prices quoted for the Shares, the closing price of  Shares on the relevant
date, or (if there were no sales on such date) the next preceding trading
date, all as reported on the principal market for the Shares, or (ii)
at such time as there is a public market quoted without closing prices, the
mean of the closing high bid and low asked on the relevant date, as reported
on the principal market for the Shares, or (iii) at such time as there is no
public market for the Shares, the value determined from time to time by the
Board of Directors.

    (q)  "Incentive Stock Option" or "ISO" means an option to purchase Shares
from Rascals, granted under this Plan, which is  designated as an Incentive
Stock Option and is intended to meet the requirements of Section 422 of the
Code.

    (r)  "Insider" shall mean an Eligible Person who is, on the  relevant
date, an officer, director, or ten percent (10%) beneficial owner of the
Company, as those terms are defined under Section 16 of the Exchange Act.

    (s)  "Nonqualified Stock Option" or "NQSO" means the option to purchase
Shares from Rascals, granted under this Plan, which  is not intended to be an
Incentive Stock Option.

    (t)  "Option" or "Stock Option" shall mean an Incentive  Stock Option or
a Nonqualified Stock Option.

    (u)  "Participant" means a person who holds an outstanding  Award granted
under the Plan.

    (v)  "Performance Share" shall mean an Award granted to an Eligible Person
pursuant to Article 8 herein.

    (w) "Plan" means this 2003 Equity Incentive Plan.

    (x)  "Restricted Stock" means an Award of Stock granted to an Eligible
Person pursuant to Article 7 herein.

    (y) "Restriction Period" means the period during which  Shares of
Restricted Stock are subject to restrictions or  conditions under Article 7.

    (z)  "Shares" or "Stock" means the shares of common stock of the Company.

    (aa) "Subsidiary" shall mean any corporation in which the  Company owns
directly, or indirectly through  subsidiaries, more than fifty percent (50%)
of the total combined voting power of all classes of Stock, or any other
entity (including, but not limited to,  partnerships and joint ventures) in
which the Company owns more than fifty percent (50%) of the combined equity
thereof.

Article 3. Administration

    3.1  The Committee.   The Plan and all Awards  hereunder shall be
administered by one or more Committees of the Board as may be appointed by
the Board for this purpose.  The Board may appoint a Committee specifically
responsible for Awards to Insiders (the "Disinterested Committee") where each
Director on such Disinterested Committee is a "Non-Employee Director" (or any
successor designation for determining who may administer plans, transactions
or awards exempt under Section 16(b) of the  Exchange Act), as that term is
used in Rule 16b-3 under the  Exchange Act, as that rule may be modified from
time to time.  If no specific Committee is appointed by the Board, then the
Board in its entirety shall be the Committee.  Any Committee may be replaced
by the Board at any time.

    3.2  Authority of the Committee.  The Committee shall have full power,
except as limited by law and subject to the provisions herein, to select the
recipients of Awards; to determine the size and types of Awards; to determine
the terms and conditions of such Awards in a manner consistent with the Plan;
to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and
regulations for the Plan's administration; and (subject to the provisions of
Article 10 herein) to amend the terms and conditions of any outstanding Award
to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan.  Further, the Committee shall make all
other determinations which may be necessary or advisable for the
administration of the Plan.

    The Committee shall determine which Awards are made pursuant to Rule 701
under the Securities Act of 1933, as amended.

    No Award may be made under the Plan after December 31, 2012.

    All determinations and decisions made by the Committee pursuant to the
provisions of the Plan and all related orders or resolutions of the Board
shall be final, conclusive, and binding on all persons, including the Company,
its stockholders, Eligible Persons, Participants, and their estates
and beneficiaries.

    Subject to the terms of this Plan, the Committee is authorized, and shall
not be limited in its discretion, to use any of the Performance Criteria
specified herein in its determination of Awards under this Plan.

Article 4. Shares Subject to the Plan

    4.1 Number of Shares.  Subject to adjustment as provided in Section 4.3
herein, the number of Shares available for grant under the Plan shall not
exceed two million (2,000,000) Shares.  The Shares granted under this Plan
may be either authorized but unissued or reacquired Shares.

    Without limiting the discretion of the Committee under this section,
unless otherwise provided by the Committee, the following rules will apply
for purposes of the determination of the number of Shares available for grant
under the Plan or compliance with the foregoing limits:

    (a)  The grant of Stock, a Stock Option or a Restricted Stock Award shall
reduce the Shares available for grant under the Plan by the number of Shares
subject to such Award. However, to the extent the Participant uses previously
owned Shares to pay the Exercise Price or any taxes, or Shares are withheld
to pay taxes, these Shares shall be available for regrant under the Plan.

    (b)  With respect to Performance Shares, the number of  Performance Shares
granted under the Plan shall be deducted  from the number of Shares available
for grant under the Plan.  The number of Performance Shares which cannot be,
or  are not, converted into Shares and distributed to the Participant (after
any applicable tax withholding) following the end of the Performance Period
shall increase the number of Shares available for regrant  under the Plan by
an equal amount.

    4.2 Lapsed Awards.  If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, Shares subject to such Award
shall be again available for the grant of an Award under the Plan.

    4.3 Adjustments in Authorized Plan Shares.  In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation,
Stock dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, an adjustment
shall be made in the number and class of Shares which may be delivered
under the Plan, and in the number and class of and/or price of Shares
subject to outstanding Awards granted under the Plan, and/or the number
of outstanding Options, Shares of Restricted Stock, and Performance Shares
constituting outstanding Awards, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights.

Article 5.  Stock Grant

    5.1  Grant of Stock.  Subject to the terms and provisions of the Plan,
the Board of Directors, at any time and from time to time, may grant Shares
of Stock to Eligible Persons in such amounts and upon such terms and conditions
as the Board of Directors shall determine.

Article 6. Stock Options

    6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
Options may be granted to Eligible Persons at any time and from time to time,
and under such terms and conditions, as shall be determined by the Committee.
The Committee shall have discretion in determining the number of Shares subject
to Options granted to each Eligible Person.  The Committee may grant ISOs,
NQSOs, or a combination thereof.  ISOs, however, may be granted only to
Employees and only if this Plan is approved by the shareholders of the
Company within one year after it is adopted by the Board of Directors.

    6.2  Form of Issuance.  Each Option grant may be issued in the form of an
Award Agreement and/or may be recorded on the books and records of the Company
for the account of the Participant. If an Option is not issued in the form of
an Award Agreement, then the Option shall be deemed granted as determined by
the Committee.  The terms and conditions of an Option shall be set forth in
the Award Agreement, in the notice of the issuance of the grant, or in such
other documents as the Committee shall determine.  Such terms and conditions
shall include the Exercise Price, the duration of the Option, the number of
Shares to which an Option pertains (unless otherwise provided by the Committee,
each Option may be exercised to purchase one Share), and such other provisions
as the Committee shall determine, including, but not limited to whether the
Option is intended to be an ISO or a NQSO.

    6.3  Exercise Price.

    (a)  Unless a greater Exercise Price is determined by the Committee, the
Exercise Price for each ISO awarded under this Plan shall be equal to one
hundred percent (100%) of the Fair Market Value of a Share on the date the
Option is granted.  If, however, the Eligible Person owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporations, then the
Exercise Price of an ISO shall be not less than one hundred ten percent (110%)
of the Fair Market Value of a Share on the date the Option is granted.

    (b) The Exercise Price of a NQSO shall be determined by the Committee in
its sole discretion.

    6.4  Duration of Options.  Each Option shall expire at such time as the
Committee shall determine at the time of grant (which duration may be extended
by the Committee); provided, however, that no Option shall be exercisable
later than the tenth (10th) anniversary date of its grant.  If, however, the
Eligible Person owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporations, then no Option shall be exercisable later
than the fifth (5th) anniversary date of its grant.

    6.5  Vesting of Options.  Options shall vest at such times and under such
terms and conditions as determined by the Committee; provided, however, unless
a different vesting period is provided by the Committee at or before the
grant of an Option,  the Options will vest on  the first anniversary of the
grant.

    6.6  Exercise of Options.  Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which need not be the same
for each grant or for each Participant.

    Options shall be exercised by delivery of a written notice (including e-
mail and telecopies) to the Secretary of the Company (or, if so provided by
the Company, to its designated agent), which notice shall be irrevocable,
setting forth the exact number of Shares with respect to which the Option is
being exercised and including with such notice payment of the Exercise Price.
When Options have been transferred, the Company or its designated agent may
require appropriate documentation that the person or persons exercising the
Option, if other than the Participant, has the right to exercise the Option.
No Option may be exercised with respect to a fraction of a Share.

    6.7  Payment.  The Exercise Price shall be paid in full at the time of
exercise.  No Shares shall be issued or transferred until full payment has
been received therefor.

    Payment may be made:

    (a) in cash, or

    (b) unless otherwise provided by the Committee at any time, and subject
to such additional terms and conditions and/or  modifications as the Committee
or the Company may impose from time to time, and further subject to suspension
or termination of this provision by the Committee or Company at  any time,
by:

    (i) delivery of Shares of Stock owned by the  Participant in
partial (if in partial payment, then  together with cash) or full payment
(if a fractional  Share remains after payment of the Exercise Price in  full
by previously owned Shares, then the fractional Share shall be withheld for
taxes); provided, however,  as a condition to paying any part of the Exercise
Price in Stock, at the time of exercise of the Option, the  Participant must
establish to the satisfaction of the  Company that the Stock tendered to the
Company has been held by the Participant for a minimum of six  (6) months
preceding the tender; or

    (ii) if the Company has designated a stockbroker to act as the Company's
agent to process Option exercises, issuance of an exercise notice together
with instructions to such stockbroker irrevocably instructing the stockbroker:
(A) to immediately sell a  sufficient portion of the Shares to pay the
Exercise  Price of the Options being exercised and the required tax
withholding, and (B) to deliver on the settlement date the portion of the
proceeds of the sale equal to the Exercise Price and tax withholding to the
Company.   In the event the stockbroker sells any Shares on behalf of a
Participant, the stockbroker shall be acting solely as the agent of the
Participant, and the Company disclaims any responsibility for the actions of
the stockbroker in making any such sales.  No Stock shall be issued until the
settlement date and until the proceeds (equal to the Option Price and tax
withholding) are paid to the Company.

    If payment is made by the delivery of Shares of Stock,  the value of the
Shares delivered shall be equal to the Fair  Market Value of the Shares on
the day preceding the date of exercise of the Option.

    6.8  Termination of Employment.  Unless otherwise provided by the
Committee, the following limitations on exercise of Options shall apply upon
termination of Employment:

    (a) Termination by Death or Disability.  In the event the Employment of
a Participant shall terminate by reason of  death or Disability, all
outstanding Options granted to that  Participant shall immediately vest as of
the date of termination of Employment and may be exercised, if at all,
no more than three (3) years from the date of the  termination of Employment,
unless the Options, by their  terms, expire earlier.

    (b)  Termination for Cause.  If the Employment of a Participant shall be
terminated by the Company for Cause,  all outstanding Options held by the
Participant shall immediately be forfeited to the Company and no additional
exercise period shall be allowed, regardless of the vested status of the
Options.

    (c)  Retirement or Other Termination of Employment.  If the  Employment
of a Participant shall terminate for any reason other than the reasons set
forth in (a) or (b) above, all outstanding Options which are vested as of the
effective  date of termination of Employment may be exercised, if at  all, no
more than thirty (30) days from the date of  termination of Employment,
unless the Options, by their  terms, expire earlier.  In the event of the
death of the  Participant after termination of Employment, this paragraph
(c) shall still apply and not paragraph (a), above.

    (d)  Options not Vested at Termination.  Except as provided in paragraph
(a) above, all Options held by the Participant which are not vested on or
before the effective date of termination of Employment shall immediately be
forfeited to the Company (and shall once again become available for grant
under the Plan).

    (e)  Notwithstanding the foregoing, the Committee may, in its sole
discretion, establish different terms and conditions  pertaining to the
effect of termination of Employment, but no such modification shall shorten
the terms of Options issued prior to such modification.

    6.9  Restrictions on Exercise and Transfer of Options.  Unless otherwise
provided by the Committee:

    (a)  During the Participant's lifetime, the Participant's Options shall
be exercisable only by the Participant or by the Participant's guardian or
legal representative.  After the death of the Participant, an Option shall
only be exercised by the holder thereof (including, but not limited to,
an executor or administrator of a decedent's estate) or his guardian or legal
representative.

    (b)  No Option shall be transferable except: (i) in the case of the
Participant, only upon the Participant's death; and (ii) in the case of any
holder after the  Participant's death, only by will or by the laws of descent
and distribution.

    6.10  Competition.  Notwithstanding anything in this Article 6 to the
contrary, in the event the Committee determines, in its sole discretion, that
a Participant is engaging in activity competitive with the Company, any
Subsidiary, or any business in which any of the foregoing have a substantial
interest (the "Rascals Businesses"), the Committee may cancel any Option
granted to such Participant, whether or not vested, in whole or in part.
Such cancellation shall be effective as of the date specified by the
Committee.  Competitive activity shall mean any business or activity if a s
ubstantially similar business activity is being carried on by a Rascals
Business, including, but not limited to, representing or providing consulting
services to any person or entity that is engaged in competition with a
Rascals Business or that takes a position adverse to a Rascals Business.
However, competitive activity shall not include, among other things, owning
a nonsubstantial interest as a shareholder in a competing business.

Article 7. Restricted Stock

    7.1  Grant of Restricted Stock.  Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Eligible Persons in such amounts and upon such terms
and conditions as the Committee shall determine. In addition to any other
terms and conditions imposed by the Committee, vesting of Restricted Stock
may be conditioned upon the attainment of Performance Goals based on
Performance Criteria in the same manner as provided in Section 8.3, herein
with respect to Performance Shares.

    7.2  Restricted Stock Agreement.  The Committee may require, as a
condition to an Award, that a recipient of a Restricted Stock Award enter
into a Restricted Stock Award Agreement, setting forth the terms and
conditions of the Award.  In lieu of a Restricted Stock Award Agreement, the
Committee may provide the terms and conditions of an Award in a notice
to the Participant of the Award, on the Stock certificate representing the
Restricted Stock, in the resolution approving the Award, or in such other
manner as it deems appropriate.

    7.3  Transferability.  Except as otherwise provided in this Article 7,
the Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of
the applicable Restriction Period established by the Committee, if any.

    7.4  Other Restrictions.  The Committee may impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement
that Participants pay a stipulated purchase price for each Share of Restricted
Stock and/or restrictions under applicable Federal or state securities laws;
and may legend the certificates representing Restricted Stock to give
appropriate notice of such restrictions.

    The Company shall also have the right to retain the certificates
representing Shares of Restricted Stock in the Company's possession until
such time as all conditions and/or restrictions applicable to such Shares
have been satisfied.

    7.5  Removal of Restrictions.  Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Restriction Period and completion of all conditions to
vesting, if any.  However, unless otherwise provided by the Committee, the
Committee, in its sole discretion, shall have the right to immediately waive
all or part of the restrictions and conditions with regard to all or part of
the Shares held by any Participant at any time.

    7.6  Voting Rights, Dividends and Other Distributions. During the
Restriction Period, Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such Shares.  Except as provided in the
following sentence, in the sole discretion of the Committee, other cash
dividends and other distributions paid to Participants with respect to Shares
of Restricted Stock may be subject to the same restrictions and conditions
as the Shares of Restricted Stock with respect to which they were paid.  If
any such dividends or distributions are paid in Shares, the Shares shall
be subject to the same restrictions and conditions as the Shares of Restricted
Stock with respect to which they were paid.

    7.7  Termination of Employment Due to Death or Disability.  In the event
the Employment of a Participant shall terminate by reason of death or
Disability, unless otherwise provided by the Committee prior to or at the
time of the Award, all Restriction Periods and all restrictions imposed on
outstanding Shares of Restricted Stock held by the Participant shall
immediately lapse and the Restricted Stock shall immediately become fully
vested as of the date of termination of Employment.

    7.8  Termination of Employment for Other Reasons.  If the Employment of
a Participant shall terminate for any reason other than those specifically
set forth in Section 7.7 herein, all Shares of Restricted Stock held by the
Participant which are not vested as of the effective date of termination of
Employment immediately shall be forfeited and returned to the Company.

Article 8.  Performance Shares

    8.1  Grants of Performance Shares.   A Performance Share is equivalent in
value to a Share of Stock.  Subject to the terms of the Plan, Performance
Shares  may be granted to Eligible Persons at any time and from time to time,
as determined by the Committee.  The Committee shall have complete discretion
in determining the number of Performance Shares awarded to each
Participant.

    8.2  Performance Period.  The Performance Period for Performance Shares
is the period over which the Performance Goals are measured.  The Performance
Period is set by the Committee for each Award; however, in no event shall an
Award have a Performance Period of less than six months.

    8.3  Performance Goals.  For each Award of Performance Shares, the
Committee shall establish performance objectives ("Performance Goals") for
the Company, its Subsidiaries, and/or divisions of any of foregoing, based on
the Performance Criteria and other factors set forth below.  Performance Goals
shall include payout tables, formulas or other standards to be used in
determining the extent to which the Performance Goals are met, and, if met,
the number of Performance Shares distributed to Participants in accordance
with Section 8.5.  All Performance Shares which may not be converted under
the Performance Goals or which are reduced by the Committee under Section 8.5
or which may not be converted for any other reason after the end of
the Performance Period shall be canceled at the time they would otherwise be
distributable.  When the Committee desires an Award to qualify under Section
162(m) of the Code, as amended, the Committee shall establish the Performance
Goals for the respective Performance Shares prior to or within 90 days of the
beginning of the service relating to such Performance Goal, and not later
than after 25% of such period of service has elapsed.  For all other Awards,
the Performance Goals must be established before the end of the respective
Performance Period.

    (a)  The Performance Criteria which the Committee is authorized to use,
in its sole discretion, are any of the  following criteria or any combination
thereof:

    (1)  Financial performance of the Company (on a consolidated basis), of
one or more of its Subsidiaries, and/or a division of any of the foregoing.
Such financial performance may be based on net income and/or Value Added
(after-tax cash operating profit less depreciation and less a capital charge).

    (2)  Service performance of the Company (on a consolidated basis), of one
or more of its Subsidiaries, and/or of a division of any of the  foregoing.
Such service performance may be based upon  measured customer perceptions of
service quality.

    (3)  The Company's Stock price; return on shareholders' equity; total
shareholder return (Stock price appreciation plus dividends, assuming the
reinvestment of dividends); and/or earnings per share.

    (4)  With respect to the Company (on a consolidated basis), to one or
more of its Subsidiaries, and/or to a division of any of the foregoing:
sales, costs, market share of a product or service, return on net assets,
return on assets, return on capital, profit margin, and/or operating revenues,
expenses or earnings.

    (5)  Completion of a marketing or development project as defined in the
Award Agreement.

    (b)  Except to the extent otherwise provided by the Committee in full or
in part, if any of the following events occur during a Performance Period and
would directly affect the determination of whether or the extent to which
Performance Goals are met, they shall be disregarded in any  such computation:
changes in accounting principles; extraordinary items; changes in tax laws
affecting net income and/or Value Added; natural disasters, including  floods,
hurricanes, and earthquakes; and intentionally  inflicted damage to property
which directly or indirectly damages the property of the Company or its
Subsidiaries.  No such adjustment shall be made to the extent such adjustment
would cause the Performance Shares to fail to satisfy the performance-based
exemption of Section 162(m) of the Code.

     8.4  Dividend Equivalents on Performance Shares.  Unless reduced or
eliminated by the Committee, a cash payment in an amount equal to the dividend
payable on one Share will be made to each Participant for each Performance
Share which on the record date for the dividend had been awarded to the
Participant and not converted, distributed or canceled.

     8.5  Form and Timing of Payment of Performance Shares.  As soon as
practicable after the applicable Performance Period has ended and all other
conditions (other than Committee actions) to conversion and distribution of
a Performance Share Award have been satisfied (or, if applicable, at such
other time determined by the Committee at or before the establishment of the
Performance Goals for such Performance Period), the Committee shall determine
whether and the extent to which the Performance Goals were met for the
applicable Performance Shares.  If Performance Goals have been met, then the
number of Performance Shares to be converted into Stock and distributed to
the Participants shall be determined in accordance with the Performance
Goals for such Awards, subject to any limits imposed by the Committee.
Conversion of Performance Shares shall occur as soon as reasonably
administratively possible following the determination of the number of Shares
to which the Participant is entitled.  At any time prior to the distribution
of the Performance Shares, unless otherwise provided by the Committee,
the Committee shall have the authority to reduce or eliminate the number
of Performance Shares to be converted.

     8.6  Termination of Employment Due to Death or Disability.   Unless
otherwise provided by the Committee prior to or at the time of an Award, if
the Employment of a Participant shall terminate by reason of death or
Disability, the Participant shall receive a distribution of all outstanding
Performance Shares calculated as if all unfinished Performance Periods had
ended with 100% of the Performance Goals achieved, payable in the year
following the date of termination of Employment.

     8.7  Termination of Employment for Other Reasons.  If  the Employment of
a Participant shall terminate for other than a reason set forth in Section
8.6 (and other than for Cause), the number of Performance Shares to be
converted and distributed shall be converted and distributed based upon the
achievement of the Performance Goals and in accordance with all other terms
of the Award and the Plan; however, the Participant may receive no more than
a prorated payout of all Performance Shares, based on the portions of the
respective Performance Periods that have been completed.

     8.8  Termination of Employment for Cause.  In the event that a
Participant's Employment shall be terminated by the Company for Cause, all
Performance Shares shall be forfeited by the Participant to the Company.

     8.9  Nontransferability.  Performance Shares may not be sold, transferred,
     pledged, assigned, or otherwise alienated or hypothecated, other than by
     will or laws of intestacy.

Article 9.   Employee Matters

     9.1  Employment Not Guaranteed.  Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's Employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or one of
its Subsidiaries.

     9.2  Participation.  No Eligible Person shall have the right to be
selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.

     9.3  Claims and Appeals.  Any claim under the Plan by a Participant or
anyone claiming through a Participant shall be presented to the Committee.
Any person whose claim under the Plan has been denied may, within sixty (60)
days after receipt of notice of denial, submit to the Committee a written
request for review of the decision denying the claim. The Committee shall
determine conclusively for all parties all questions arising in the
administration of the Plan.

Article 10. Amendment, Modification, and Termination

     10.1  Amendment, Modification, and Termination.  The Board of Directors
alone shall have the right to alter, amend or revoke the Plan or any part
thereof at any time and from time to time, provided, however, that the Board
of Directors may not, without the approval of the holders of a majority of
the voting Shares, make any alteration or amendment to the Plan which changes
the aggregate number of shares of Common Stock which may be issued under the
Plan, extend the term of the Plan, or change the employees or class of
employees eligible to receive Awards thereunder. The Board may at any time
suspend or terminate the Plan in whole or in part.

     10.2  Awards Previously Granted.  No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

Article 11. Change in Control

     Upon the occurrence of a Change in Control:

     (a)  Any and all Options granted hereunder immediately shall become
vested and exercisable;

     (b)  Any Restriction Periods and all restrictions imposed on Restricted
Shares shall lapse and they shall immediately  become fully vested;

     (c)  The 100% Performance Goal for all Performance Shares relating to
incomplete Performance  Periods shall be deemed to have been fully achieved
and shall be converted and distributed in accordance with all other terms of
the Award and this Plan; provided, however, notwithstanding anything to the
contrary in this Plan, no outstanding Performance Share may be reduced.

Article 12. Withholding

     12.1  Tax Withholding.  The Company shall deduct or withhold an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's employment tax obligations) required by law to be withheld with
respect to any taxable event arising or as a result of this Plan ("Withholding
Taxes").

     12.2  Share Withholding.  With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, upon
the distribution of Performance Shares in the form of Stock, or upon any
other taxable event hereunder involving the transfer of Stock to a Participant,
the Company shall withhold Stock having a Fair Market Value on the date the
tax is to be determined in an amount equal to the Withholding Taxes on such
Stock.  Any fractional Share remaining after the withholding shall be
withheld as additional Federal withholding.

     Unless otherwise determined by the Committee, when the method of payment
for the Exercise Price is from the sale by a stockbroker, pursuant to Section
6.7(b)(ii), herein, of the Stock acquired through the Option exercise, then
the tax withholding shall be satisfied out of the proceeds.  For
administrative purposes in determining the amount of taxes due, the sale
price of such Stock shall be deemed to be the Fair Market Value of the Stock.

     Prior to the end of any Performance Period a Participant may elect to
have a greater amount of Stock withheld from the distribution of Performance
Shares to pay withholding taxes; provided, however, the Committee may
prohibit or limit any individual election or all such
elections at any time.

     12.3 Payment In Lieu of Share Withholding.  In any situation in which
the Company would be required to withhold Stock pursuant to Sec. 12.2 above,
the Participant may, in lieu of all or part of such withholding, remit to the
Company an amount in cash sufficient to satisfy the federal, state and local
withholding tax requirements or may direct the Company to withhold from other
amounts payable to the Participant, including salary.

Article 13. Successors

     All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.

Article 14. Legal Construction

     14.1  Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

     14.2  Requirements of Law.  The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     14.3  Securities Law Compliance.  With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act.  To the extent any provision
of the plan or action by the Committee fails to comply with a condition of
Rule 16b-3 or its successors, it shall not apply to the Insiders or
transactions thereby.

     14.4  Governing Law.  To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.

                      *       *       *       *       *
                                                              EXHIBIT 5

                              ROBERT BRANTL, ESQ.
                              322 Fourth Street
                              Brooklyn, NY 11215
                                 718-768-6045

August 5, 2003

Rascals International, Inc.
414 Eagle Rock Avenue
Suite 308
West Orange, NJ 07052

Gentlemen:

With reference to the Registration Statement on Form S-8 which Rascals
International, Inc. proposes to file with the Securities and Exchange
Commission registering 2,000,000 common shares which may be offered and sold
by Rascals International, Inc. under the 2003 Equity Incentive Plan (the
"Shares"), I am of the opinion that all proper corporate proceedings have
been taken so that the Shares, upon sale and payment therefor in accordance
with the Plan, will be legally issued, fully paid, and nonassessable.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement referred
to above.

                              Yours,

                              /s/Robert Brantl
                              ------------------
                              Robert Brantl

                *       *       *       *       *

                                                            EXHIBIT 23.1

       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the use in this Registration Statement on Form S-8 of our
report dated April 10, 2003 with respect to the financial statements of
Rascals International, Inc. and Subsidiaries for the years ended December 31,
2002 and 2001.

                               /s/ Rosenberg Rich Baker Berman & Company
                               -----------------------------------------
                               Rosenberg Rich Baker Berman & Company
                               Certified Public Accountants

Bridgewater, New Jersey
August 5, 2003