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                                                                   EXHIBIT 10.65

                             AFC ENTERPRISES, INC.

                   SUBSTITUTE NONQUALIFIED STOCK OPTION PLAN

     1.   ADOPTION OF PLAN. This Substitute Nonqualified Stock Option Plan (the
"Plan") is adopted by AFC Enterprises, Inc., a Minnesota corporation (the
"Company").

     2.   PURPOSE. The purpose of the Plan is to enable the Company, to provide
substitute nonqualified stock options ("Options") to former holders of options
("SCC Options") to acquire shares of common stock of Seattle Coffee Company
("SCC"). Such Options will be granted in substitution of SCC Options.

     3.   SHARES SUBJECT TO THE PLAN. Except as provided in Sections 14 and 16,
the total number of shares covered by all Options granted under the Plan shall
not exceed Five Hundred Nine Thousand Two Hundred Twenty-One (509,221) shares of
the Company's authorized but unissued or reacquired no par value common stock
("Common Stock"). In the event any Option granted under this Plan expires or is
cancelled or terminated, and is unexercised in whole or in part, the shares
allocable to the unexercised portion may again be subject to an Option under
this Plan.

     4.   DURATION OF THE PLAN. The Plan shall continue in effect until Options
have been exercised with respect to all of the shares reserved for the Plan
(subject to any adjustments under Section 14). The Company's board of directors
shall have the right to suspend or terminate the Plan at any time except with
respect to any Options then outstanding under the Plan.

     5.   ADMINISTRATION.

          5.1  Plan Administrator.

               5.1.1  Prior to 1934 Act Registration. Except as otherwise
provided in subsection 5.1.2, the Plan shall be administered by the Company's
board of directors. Notwithstanding the foregoing, the Company's board of
directors, if it so determines, may delegate to any board committee any or all
of the authority for administration of the Plan. Either the Company's board of
directors or any such designated board committee with authority to administer
this Plan is referred to in this Plan as the "Plan Administrator". No director
who shall hold or be eligible to hold an Option under the Plan shall vote on any
action taken under the Plan involving such director.

               5.1.2  Following 1934 Act Registration.  In the event the Company
shall register any of its equity securities pursuant to Section 12(b) or 12(g)
of the Securities Exchange Act of 1934 (the "1934 Act"), then the Company's
board of directors may, by amendment to this
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Plan, adopt alternative provisions and details for the administration of the
Plan in accordance with the requirements of the 1934 Act, as then in effect.

          5.2  Procedures. The Plan Administrator may hold meetings at such
times and places as it shall determine. The acts of a majority of the members of
the Plan Administrator present at meetings at which a quorum exists, or acts
approved in writing by all members of the Plan Administrator, shall be valid
acts of the Plan Administrator.

          5.3  Responsibilities.  Except for the terms and conditions explicitly
set forth in this Plan, the Plan Administrator shall have the authority, in its
discretion, to determine all matters relating to the Options to be granted under
this Plan, including selection of the individuals to be granted Options, the
number of shares to be subject to each Option, the vesting schedule, if any, the
exercise price, any right of first refusal, repurchase option or other
restrictions, if any, applicable to shares covered by an Option, and all other
terms and conditions of the Options.  Grants under this Plan need not be
identical in any respect, even when made simultaneously.  The interpretation and
construction by the Plan Administrator of any terms or provisions of this Plan
or any Option issued under this Plan, or of any rule or regulation promulgated
in connection with this Plan, shall be conclusive and binding on all interested
parties.  Options granted under this Plan shall be evidenced by written
agreements entered into between the Company and the Optionee.

     6.   ELIGIBILITY.  An Option may be granted to any employee, director,
officer, agent, consultant or independent contractor of SCC or its subsidiaries.
Any individual to whom an Option is granted under this Plan is referred to in
this Plan as an "Optionee."

     7.   EXERCISE PRICE.  The exercise price per share for each Option granted
under the Plan shall be determined by the Plan Administrator.

     8.   DURATION OF OPTIONS.  Each Option granted under the Plan shall
continue in effect for the period fixed by the Plan Administrator (the "Maximum
Option Period").

     9.   EXERCISE OF OPTIONS.  Except as provided in Sections 10 and 12,
Options may be exercised from time to time over the period set forth in the
option agreement in such amounts and at such times as shall be prescribed by the
Plan Administrator in granting the option.  If an Optionee does not exercise in
any year Options to purchase the full number of shares which the Optionee is
entitled to purchase under the Option during such year, such unexpired rights
shall cumulate, and the Optionee may acquire shares using such unexpired rights
in any subsequent year during the term of the Option.

     10.  LIMITATIONS ON RIGHTS TO EXERCISE.

          10.1 Execution of Certain Agreements.  Execution of that certain
Stockholders Agreement dated as of March 18, 1998 (the "Stockholders Agreement")
and that certain Escrow Agreement dated as of March 18, 1998 (the "Escrow
Agreement") by the Optionee and, if

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applicable, the Optionee's spouse shall be a condition precedent to any exercise
of an Option granted pursuant to this Plan. Further, if Optionee (and if
applicable, Optionee's spouse) has previously entered into the Stockholders
Agreement and/or the Escrow Agreement, Optionee (and if applicable, Optionee's
spouse) shall confirm in writing that the additional shares of Common Stock
received upon exercise of an Option will be subject to the Stockholders
Agreement and/or the Escrow Agreement.

          10.2  Withholding Taxes.  As a condition to the exercise of an Option,
the Optionee shall make such arrangements as the Plan Administrator may require
for the satisfaction, of any federal, state or local withholding tax obligations
that may arise in connection with such exercise.

     11.  NONASSIGNABILITY.  Except as provided in Section 12, Options granted
under this Plan and the rights and privileges, conferred by the Plan may not be
transferred, assigned, pledged, or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or by the applicable laws of
descent and distribution, and shall not be subject to execution, attachment, or
similar process.  Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any Option under this Plan or of any right or privilege
conferred by the Plan contrary to (i) the provisions of this Plan, (ii) the
Stockholders Agreement, or (iii) the Escrow Agreement, or upon the sale, levy or
any attachment or similar process upon any rights and privileges conferred by
the Plan, such option, right or privilege shall automatically terminate and
become null and void.

     12.  TERMINATION EVENTS.

          12.1  In General.  In the event that the employment of an Optionee by
the Company or any of its subsidiaries or affiliates should terminate because of
the Optionee's retirement or for any reason, the Option may be exercised by the
Optionee in the manner specified in the applicable option agreement.

          12.2  Cancellation of Option.  To the extent that an Option shall not
have been exercised under the circumstances and within the "limited" periods set
forth in the applicable option agreement, all further rights to purchase Common
Stock pursuant to any Option granted under this Plan shall cease and terminate
as of the expiration of such applicable period, automatically and without notice
or action by any party.

          12.3  Binding Upon Transferees. In the event that, at any time or from
time to time, any shares of Common Stock are transferred to any party (other
than the Company) pursuant to the provisions of this Section 12 or otherwise,
the transferee shall take such shares pursuant to all of the provisions,
conditions and obligations of this Plan, the Stockholders Agreement and the
Escrow Agreement and, as a condition precedent to the transfer of such shares,
the transferee shall agree (for and on behalf of such transferee, such
transferee's legal

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representatives and such transferee's transferees and assigns) in writing to be
bound by all provisions of this Plan, the Stockholders Agreement and the Escrow
Agreement.

     13.  PURCHASE OF SHARES.  Shares may be purchased or acquired pursuant to
an Option granted under the Plan only upon receipt by the Company of written
notice from the Optionee (the "Exercise Notice").  The Exercise Notice shall:
(i) specify the number of shares as to which the Optionee desires to exercise
the Option and the date on which the Optionee desires to purchase the shares;
and (ii) unless in the opinion of counsel for the Company such a representation
is not required in order to comply with the Securities Act of 1933, as amended
(the "1933 Act"), contain a representation that it is the Optionee's present
intention to acquire shares subject to the Option for investment and not with a
view to, or in connection with, any distribution of such shares on or before the
date specified in an Exercise Notice for the purchase of shares, the Optionee
shall pay the full purchase price, for such shares in cash, or to the extent
permitted in the option agreement, in previously issued and fully paid stock of
the Company or in any other manner set forth in the option agreement.  No shares
shall be issued until full payment for such shares has been made.

     14.  CHANGES IN CAPITAL STRUCTURE.

          14.1  Adjustments Upon Changes in Capitalization. The number of shares
of Common Stock subject to an Option granted under the Plan and the exercise
price per share shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or any like capital adjustment, or the payment of any
stock dividend.

          14.2  Effect of Certain Transactions.

                14.2.1  Upon (i) the dissolution, liquidation or sale of all or
substantially all of the business, properties and assets of the Company, (ii)
any reorganization, merger or consolidation in which the Company does not
survive, (iii) any reorganization, merger, consolidation or exchange of
securities in which the Company does survive and any of the Company's
stockholders have the opportunity to receive cash, securities of another
corporation and/or other property in exchange for their capital stock of the
Company, or (iv) any acquisition by any person or group (as defined in Section
13d of the Securities Act of 1934) of beneficial ownership of more than fifty
percent (50%) of the Company's then outstanding shares of Common Stock (each of
the events described in clauses (i), (ii), (iii) or (iv) is referred to herein
individually as an "Extraordinary Event"), all Options granted under the Plan
shall terminate.  In such event Optionee shall have the right until ten (10)
days before the effective date of the Extraordinary Event to exercise, in whole
or in part, its Option or Options granted under the Plan, to the extent that
said Option is then exercisable pursuant to the terms of the applicable option
agreement.

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          In its sole and absolute discretion, the surviving entity (which may
be the Company) or the entity that has acquired all or substantially all of the
Company's assets (the "Surviving Entity") may, but shall not be so obligated,
tender to Optionee an option or options to purchase shares or equity interests
in such Surviving Entity, and such new option or options shall contain such
terms and provisions as shall be required to substantially preserve the rights
and benefits of the existing option or options with any reasonable changes to
take into account the circumstances of the Surviving Entity.

          14.3  Fractional Shares.  In the event of any adjustment in the number
of shares covered by an Option, any fractional shares resulting from such
adjustment shall be disregarded and the Option shall cover only the number of
full shares resulting from such adjustment.

          14.4  Determination of Plan Administrator to be Final.  All
adjustments under this Section 14 shall be made by the Plan Administrator, and
its determination as to what adjustments shall be made, and the extent of such
adjustments, shall be final, binding and conclusive.

     15.  MODIFICATION AND AMENDMENT OF OPTIONS.  Subject to the terms and
conditions and within the limitations of this Plan, the Plan Administrator may
modify or amend outstanding Options granted under this Plan.  The modification
or amendment of an outstanding Option shall not, without the consent of the
Optionee, alter, impair or diminish any of the Optionee's rights or any of the
obligations of the Company under such Option.

     16.  AMENDMENT OF PLAN.  The Plan Administrator may at any time and from
time to time modify or amend this Plan in such respect as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason; provided however, that except as provided in Sections 14 and 15,
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no change in an Option previously granted to an Optionee shall be made without
the written consent of such Optionee.

     17.  APPROVALS.  The obligation of the Company under this Plan shall be
subject to the approval of such state or federal authorities or agencies, if
any, as may have jurisdiction in the matter.  Shares shall not be issued with
respect to an Option unless the exercise and the issuance and delivery of the
shares shall comply with all relevant provisions of law, including, without
limitation, any applicable state securities laws, the 1933 Act, the 1934 Act,
the Internal Revenue Code, and the respective rules and regulations promulgated
under all such legislation, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. Inability
of the Company to obtain from any regulatory body having jurisdiction authority
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any shares upon exercise of any Option granted under this Plan shall relieve
the Company of any liability for the non-issuance or sale of such shares.  The
Plan Administrator may require any action or agreement by an Optionee as may
from time to time be necessary, in the opinion of the Plan Administrator, to

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comply with the federal and state securities laws. The Company shall not be
obliged to register Options or shares purchased pursuant to exercise of Options
granted under the Plan.

     18.  EMPLOYMENT RIGHTS.  Nothing contained in this Plan or any Option or
right granted pursuant to this Plan shall confer upon any Optionee any right to
be continued in the employment of the Company or any of its subsidiaries or
affiliates or to interfere in any way with the right of the Company or any of
its subsidiaries or affiliates to terminate such Optionee's employment at any
time.

     19.  RIGHTS AS STOCKHOLDER.  Neither an Optionee nor the Optionee's
permitted successors and assigns shall have any rights or privileges as a
stockholder with respect to any shares subject to an Option granted under this
Plan until the date that such Option has been exercised and a stock certificate
has been issued by the Company for the shares as to which the Option was
exercised.  The Company shall issue such certificate as expeditiously as
possible after receipt of full payment of the purchase price of such shares.

     20.  ISSUANCE AND TRANSFER TAXES.  The Company's board of directors may, in
its sole discretion, obligate the Company to pay issuance or transfer taxes on
shares issued pursuant to the exercise of an option granted under the Plan.
Otherwise such taxes shall be paid by the Optionee.

     21.  INDEMNIFICATION OF BOARD AND PLAN ADMINISTRATOR.  In addition to all
other rights of indemnification they may have as directors of the Company or as
members of the body serving as the Plan Administrator, members of the Company's
board of directors and Plan Administrator shall be indemnified by the Company
for all reasonable expenses and liabilities of any type and nature, including
attorneys' fees, incurred in connection with any action, suit or proceeding to
which they or any of them are a party by reason of, or in connection with, any
Option granted under this Plan, and against all amounts paid by them in
settlement of matters (if such settlement is approved by independent legal
counsel selected by the Company); provided, however, that if such member or
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members are adjudged liable for willful misconduct, the indemnification
provisions of this Section 21 shall not apply to expenses which relate to
matters involving such willful misconduct.  The indemnification provided for in
this Section 21 shall apply only if such member or members notify the Company of
such action, suit or proceeding in writing within 15 days after institution of
any such action, suit or proceeding, so that the Company may have the
opportunity to make appropriate arrangements to prosecute or defend any such
action.

     22.  ADOPTION DATE.  The Adoption Date of this Plan is March 17, 1998 (the
date of adoption of this Plan by the Company's board of directors).

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