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                                                                    EXHIBIT 10.2

                           EINSTEIN/NOAH BAGEL CORP.

                              AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN
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                              (as of May 5, 1998)
                                        

     1.  Statement of Purpose.  The purpose of this Amended and Restated 1995
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Stock Option Plan (the "Plan") is to benefit Einstein/Noah Bagel Corp., Inc.
(the "Company") by offering certain present and future employees, officers, and
consultants of the Company and its subsidiaries, if any, a favorable opportunity
to become holders of the common stock of the Company ("Common Stock") over a
period of years, thereby giving them a long-term stake in the growth and
prosperity of the Company and encouraging the continuance of their involvement
with the Company.

     2.  Administration.  The Plan shall be administered (i) with respect to
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individuals who receive options under the Plan and who are or become subject to
the reporting requirements and short-swing liability provisions of Section 16 of
the Securities Exchange Act of 1934 (the "Exchange Act") (hereinafter referred
to as "Reporting Persons"), by the entire Board of Directors of the Company (the
"Board"), and (ii) with respect to all individuals who receive options under the
Plan and who are not Reporting Persons, by a committee which shall consist of at
least two members of the Board (the "Stock Option Committee").  For purposes of
this Plan, references to the "Committee" shall mean, in the case of grants under
the Plan to Reporting Persons, the entire Board of Directors and, in the case of
grants under the Plan to individuals other than Reporting Persons, the Stock
Option Committee.

     3.  Eligibility.  Options may be granted to employees of the Company and
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its subsidiaries, if any, who are employed on a full time basis, and to officers
and consultants of the Company and its subsidiaries, if any.  The Committee may
grant options to eligible employees, officers and consultants of the Company and
its subsidiaries selected initially and from time to time thereafter by the
Committee based on the importance of their services; provided, however, that
notwithstanding any other provision of the Plan, the maximum number of shares
subject to all options granted to an individual in any calendar year shall in no
event exceed 300,000 (the "Individual Cap"), subject to adjustment as provided
in Section 11.  Eligible individuals may be selected individually or by groups
or categories, as determined by the Committee in its discretion.  No non-
employee director of the Company shall receive an award under the Plan.

     4.  Granting of Options.   Options may be granted under which up to a total
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of not in excess of 3,650,000 shares of the Common Stock may be purchased from
the Company, subject to adjustment as provided in Section 11.  No option shall
be granted under the Plan subsequent to February 1, 2005.  Options granted under
the Plan are intended not to be treated as incentive stock options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
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     In the event that an option expires or is terminated or canceled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a canceled option).  Shares subject to
options may be made available from unissued or reacquired shares of Common
Stock.

     Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any optionee any right to be continued in the employment of
the Company, or interfere in any way with the right of the Company to terminate
his or her employment at any time.

     5.  Option Price.  The options shall be granted at an exercise price,
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subject to the provisions of Section 11 hereof, equal to the fair market value
at the time the option is granted, of the shares of Common Stock subject to the
option.

     6.  Duration of Options, Increments, and Extensions.  Subject to the
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provisions of Section 9 hereof, each option shall be for a term of ten years.
Each option shall become exercisable with respect to 10% of the total number of
shares subject to the option on the first anniversary of the date of grant, an
additional 20% on the second anniversary of the date of grant, an additional 30%
on the third anniversary of the date of grant, and the balance on the fourth
anniversary of the date of grant (the "Vesting Schedule").  Notwithstanding the
foregoing, the Committee may in its discretion accelerate the exercisability of
any option subject to such terms and conditions as the Committee deems necessary
and appropriate to effectuate the purpose of the Plan including, without
limitation, a requirement that the optionee grant to the Company an option to
repurchase all or a portion of the number of shares acquired upon exercise of
the accelerated option for their fair market value on the date of grant.
Subject to the foregoing, all or any part of the shares to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.

     7.  Right of Company to Repurchase Shares Issued as a Result of
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Accelerated, Exercised Options.  Notwithstanding any other provision in the Plan
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to the contrary:

          (a) in the event that (i) the Committee, in its sole discretion,
     determines that all or some portion of the vesting of an option granted
     pursuant to the Plan shall be accelerated so that all or some portion of
     such option may be exercised prior to the date on which it would have been
     exercised pursuant to the Vesting Schedule described in Section 6 hereof,
     and (ii) such option is exercised for some or all of the shares of Common
     Stock subject to such option, then that portion of shares under such option
     (the "Excess Shares") equal to the total number of shares under such option
     less the number of shares which would have been issued if the option had
     been exercised pursuant to the Vesting Schedule may not, except as provided
     in paragraph (b) of this Section 7, be sold or otherwise transferred to any
     third party until such date as the option for any portion of the Excess
     Shares would have been exercisable if the option had been exercised
     pursuant to the Vesting Schedule; and

          (b) in the event the employment of the optionee (or former optionee)
     with the Company is terminated for any reason other than death, permanent
     disability or retirement, the Company shall have the right to purchase from
     the optionee, at the option 

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     price paid by him, the Excess Shares acquired upon the exercise of an
     option granted under the Plan; provided, however, that the Company shall
     not make any such purchase if such purchase would give rise to short-swing
     profit liability as described in Section 16 of the Exchange Act when
     matched with a bona fide market transaction. If not sooner exercised, the
     Company's right to repurchase shall expire with respect to any portion of
     the Excess Shares on the date that the option for any such portion of the
     Excess Shares would have become exercisable pursuant to the Vesting
     Schedule.

     8.  Exercise of Option.  As a condition to the exercise of any option, the
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fair market value of the Common Stock on the date of exercise must equal or
exceed the option price referred to in Section 5 hereof.  An option may be
exercised by giving written notice to the Company, attention of the Secretary,
specifying the number of shares to be purchased, accompanied by the full
purchase price for the shares to be purchased either in cash, by check, by a
promissory note in a form specified by the Committee and payable to the Company
no later than 15 business days after the date of exercise of the option, or, if
so approved by the Committee, by shares of the Common Stock of the Company, or
by a combination of these methods of payment.  For this purpose, the per share
value of Common Stock of the Company shall be the fair market value on the date
of exercise.  The Committee may in its discretion permit an optionee to deliver
a promissory note in a form specified by the Committee and payable to the
Company no later than the fifteenth day of April in the year following the year
of exercise of any option in payment of any withholding tax requirements of the
Company with respect to such exercise.

     9.  Termination of Relationship -- Exercise Thereafter.
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          (a) In the event the relationship between the Company and an officer
     or employee who is an optionee is terminated for any reason other than
     death, permanent disability, or retirement, such optionee's option shall
     expire and all rights to purchase shares pursuant thereto shall terminate
     on the date of termination of employment, except that, to the extent the
     option is exercisable on the date of termination, such option may be
     exercised for a period of fifteen days after termination of employment (or
     until the scheduled termination of the option, if earlier); provided,
     however, that with respect to all or any portion of any option held by such
     optionee, the Committee may, in its sole discretion, accelerate
     exercisability, permit vesting to continue in accordance with the Vesting
     Schedule, or permit such option to remain exercisable for a term after the
     fifteen-day period specified above (but in no event beyond its specified
     term), subject to such terms and conditions, if any, as determined by the
     Committee in its sole discretion.  Temporary absence from employment
     because of illness, vacation, and approved leaves of absence and transfer
     among the Company and its subsidiaries shall not be considered to terminate
     employment or to interrupt continuous employment.

          (b) In the event of termination of said relationship because of death
     or permanent disability (as that term is defined in Section 22(e)(3) of the
     Code, as now in effect or as subsequently amended), the option may be
     exercised in full (to the extent not previously exercised) without regard
     to the Vesting Schedule, by the optionee or, if he or 

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     she is not living, by his or her heirs, legatees, or legal representative,
     as the case may be, during its specified term prior to two years after the
     date of death or permanent disability. In the event of termination of
     employment because of early, normal or deferred retirement under an
     approved retirement program of the Company (or such other plan or
     arrangement as may be approved by the Committee, in its discretion, for
     this purpose), the option may be exercised by the optionee (or, if he or
     she dies after such retirement, by his or her heirs, legatees, or legal
     representative, as the case may be), to the extent that any portion thereof
     would be exercisable on the date of such retirement (or with respect to
     such greater portion as determined by the Committee), at any time during
     its specified term prior to one year after the date of such retirement.

          (c) Except as otherwise determined by the Committee, upon the
     termination of a relationship between the Company or any subsidiary and a
     consultant who is an optionee, such optionee's option shall expire and all
     rights to purchase shares pursuant thereto shall terminate.

     10.  Non-Transferability of Options.  During the lifetime of the optionee,
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options shall be exercisable only by the optionee, and options shall not be
assignable or transferable by the optionee otherwise than by will or by the laws
of descent and distribution, or pursuant to a qualified domestic relations order
as defined by (a) the Code or (b) Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules or regulations
thereunder. The Committee, in its discretion, may permit the assignment or
transfer of an option on such terms and subject to such conditions as the
Committee may deem necessary or appropriate or as otherwise may be required by
applicable law or regulation.

     11.  Adjustment.  The number of shares subject to the Plan and to options
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granted under the Plan (and the Individual Cap) shall be adjusted as follows:
(a) in the event that the outstanding shares of Common Stock of the Company are
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to the Plan and to options granted thereunder and the
Individual Cap shall be proportionately adjusted; (b) in the event of any
merger, consolidation or reorganization of the Company with any other
corporation or corporations, there shall be substituted, on an equitable basis
as determined by the Committee, for each share of Common Stock then subject to
the Plan, whether or not at the time subject to outstanding options, and for
each share of Common Stock included in the Individual Cap the number and kind of
shares of stock or other securities to which the holders of shares of Common
Stock of the Company will be entitled pursuant to the transaction; and (c) in
the event of any other relevant change in the capitalization of the Company, the
Board shall provide for an equitable adjustment in the number of shares of
Common Stock then subject to the Plan, whether or not then subject to
outstanding options, and in the Individual Cap.  In the event of any such
adjustment the purchase price per share shall be proportionately adjusted.

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     12.  Amendment of Plan.  The Board may amend or discontinue the Plan at any
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time; provided, however, that:

          (a) no amendment or discontinuance shall change or impair any options
     previously granted without the consent of the optionee; and

          (b) no amendment shall, without the affirmative vote of the holders of
     a majority of the outstanding shares of all of the classes of stock of the
     Company voting in person or by proxy, and entitled to vote at a duly held
     stockholders meeting, or without the written consent of the holders of a
     majority of the outstanding shares of all of the classes of stock entitled
     to vote, (i) materially increase the benefits accruing to participants
     under the Plan, (ii) materially increase the number of securities which may
     be issued under the Plan, or (iii) materially modify the requirements as to
     eligibility for participation in the Plan.

     13.  Exchange Act Compliance.  With respect to Reporting Persons,
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transactions under the 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 Reporting Persons Committee
fails to so comply, it may be deemed null and void to the extent permitted by
law and deemed advisable by the Reporting Persons Committee.

     14.  Employment and Consulting Agreements.  Anything contained in the Plan
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to the contrary notwithstanding, in the event that an employment agreement or
consulting agreement entered into by the Company or a subsidiary of the Company
provides that options shall be granted under the Plan to an employee or
consultant on terms and conditions that differ from the terms and conditions set
forth herein, the terms and conditions set forth in such employment or
consulting agreement shall control.

     15.  Effective Date.  The Plan was amended and restated by the Board to be
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effective on August 15, 1996.

     16.  Miscellaneous Provisions.
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     (a) No employee or other person shall have any claim or right to be granted
an option under the Plan.  Determinations made by the Committee under the Plan
need not be uniform and may be made selectively among eligible individuals under
the Plan, whether or not such eligible individuals are similarly situated.

     (b) No participant or other person shall have any right with respect to the
Plan, the Common Stock reserved for issuance under the Plan or any option,
contingent or otherwise, until all the terms, conditions and provisions of the
Plan and the option applicable to such recipient (and each person claiming under
or through him) have been met.

     (c) No shares of Common Stock shall be issued hereunder with respect to any
option unless counsel for the Company shall be satisfied that such issuance will
be in compliance with 

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applicable federal, state, local and foreign legal, securities exchange and
other applicable requirements.

     (d) With respect to Reporting Persons, it is the intent of the Company that
the Plan comply in all respects with Rule 16b-3 under the Exchange Act and that
any ambiguities or inconsistencies in construction of the Plan be interpreted to
give effect to such intention and that if any provision of the Plan is found not
to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit the Plan to comply with Rule 16b-3.

     (e) The Company shall have the right to deduct from any payment made under
the Plan any federal, state, local or foreign income or other taxes required by
law to be withheld with respect to such payment.  It shall be a condition to the
obligation of the Company to issue Common Stock, other securities or property,
or other forms of payment, or any combination thereof, upon exercise, settlement
or payment of any option under the Plan, that the participant (or any
beneficiary or person entitled to act) pay to the Company, upon its demand, such
amount as may be required by the Company for the purpose of satisfying any
liability to withhold federal, state, local or foreign income or other taxes.
If the amount requested is not paid, the Company may refuse to issue Common
Stock, other securities or property, or other forms of payment, or any
combination thereof.  Notwithstanding anything in the Plan to the contrary, the
Committee may, in its discretion, permit an eligible participant (or any
beneficiary or person entitled to act) to elect to pay a portion or all of the
amount requested by the Company for such taxes with respect to such option, at
such time and in such manner as the Committee shall deem to be appropriate
(including, but not limited to, by authorizing the Company to withhold, or
agreeing to surrender to the Company on or about the date such tax liability is
determinable, Common Stock, other securities or property, or other forms of
payment, or any combination thereof, owned by such person or a portion of such
forms of payment that would otherwise be distributed, or have been distributed,
as the case may be, pursuant to such option to such person, having a fair market
value equal to the amount of such taxes).

     (f) The expense of the Plan shall be borne by the Company.

     (g) By accepting any option or other benefit under the Plan, each
participant and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company or the Committee.

     (h) Unless otherwise determined by the Committee in its sole discretion,
options granted prior to May 7, 1996 shall be governed by the Plan as in effect
prior to such date and options granted from May 7, 1996 through August 14, 1996
shall be governed by the Plan as in effect during such period.

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