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                                                                   EXHIBIT 10.19

                Amended and Restated Einstein/Noah Bagel Corp.
                          Employee Retention Program

     1.  Statement of Purpose; Summary. Einstein/Noah Bagel Corp. ("ENBC") is
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currently pursuing the following initiatives (the "Business Initiatives"): (a)
development of information systems that are independent of Boston Chicken, Inc.
("BCI"); (b) development of a business infrastructure that is independent of
BCI, so that ENBC will no longer depend upon BCI for the provision of
accounting, administration or systems support services; and (c) possible
modification of its capital structure to eliminate the minority equity interest
in Einstein/Noah Bagel Partners, L.P. and to reduce the amount of outstanding
indebtedness of ENBC (the "Restructuring"). ENBC's employee retention program
(the "Retention Program") provides for compensation of up to 35 identified
officers and key employees of ENBC ("Critical Employees") in order to assure
their retention and availability to ENBC during the Restructuring. In addition,
the Retention Program provides for the payment of compensation in the form of
discretionary bonuses of up to $150,000 ("Discretionary Bonuses") to persons and
in amounts determined by ENBC's Chief Executive Officer in his sole discretion.
The aggregate amount of bonuses payable pursuant to the Retention Program
(including Discretionary Bonuses) will not exceed $2,609,750 ("Stay Bonuses").

     2.  Critical Employees. The names of each Critical Employee and the amount
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of his or her Stay Bonus is specifically described on the Schedule of Payments
for the Retention Program. The employees selected to receive Stay Bonuses
pursuant to the Retention Program are considered by ENBC to be critical to
ENBC's Business Initiatives. Specifically, these employees possess unique or
critical knowledge of ENBC's business, which knowledge (1) is necessary to
assure the successful completion of ENBC's Business Initiatives and assure
ENBC's continuation as an ongoing business enterprise and (2) could not be
readily replaced on the open market.

     3.  Bonus Amounts. The amounts of the Stay Bonuses for each Critical
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Employee have been determined by ENBC's Chief Executive Officer after
consultation with other members of management and members of the Board of
Directors' compensation committee and are based upon: (1) the employee's
importance to ENBC and the Restructuring; (2) the marketability of the
employee's skills and the likelihood that he or she might leave ENBC; and (3)
the financial constraints currently imposed upon ENBC. As set forth on the
Schedule of Payments, the amount of each Stay Bonus is based on a fraction of
each Critical Employee's current regular annual base salary. The Stay Bonuses
are in addition to any other bonuses to which a Critical Employee may otherwise
be entitled.

     4.  Payment Date. Each Critical Employee will be paid his or her Stay
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Bonus on the payment dates set forth in the Schedule of Payments, except that,
for Messrs. Hartnett, Strasen, Puterbaugh and Furlow, and Ms. Manley, payments
under the column captioned September 1, 2000 shall be payable only upon
confirmation of a plan of reorganization by the bankruptcy court and payments
under the column captioned December 15, 2000 shall be payable on February 28,
2001. Discretionary Bonuses will be paid at such time or times as determined by
ENBC's Chief Executive Officer in his sole discretion. In the event a Critical
Employee is
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terminated without Cause or resigns for Good Reason, the remaining unpaid
portion of his or her Stay Bonus will be payable as if such Critical Employee
had remained an employee. In the event a Critical Employee is terminated for
Cause or resigns other than for Good Reason prior to the date any portion of the
Stay Bonus would otherwise be payable, then ENBC shall have no further
obligation to pay any remaining portion of the Stay Bonus. Upon the death or
total disability of a Critical Employee prior to the completion of the
Restructuring, ENBC will pay a prorated portion of the Stay Bonus to the
Critical Employee or his or her estate on each date a Stay Bonus payment would
otherwise have been payable.

     5.  Definition of "Cause."  For the purpose of the Retention Program,
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"Cause" means (1) the willful and continued failure by the Critical Employee to
substantially perform the Critical Employee's duties with the Company (other
than any such failure resulting from the Critical Employee's incapacity due to
physical or mental illness or any such actual or anticipated failure after
termination by the Critical Employee for Good Reason) after a written demand for
substantial performance is delivered to the Critical Employee by ENBC, which
demand specifically identifies the manner in which ENBC believes that the
Critical Employee has not substantially performed the duties; (2) the
misappropriation of funds or other property of ENBC; (3) the commission of any
felony or any crime involving moral turpitude; (4) the commission of fraud or
theft; or (5) the material breach by the Critical Employee of any obligation of
the Critical Employee under any written confidentiality or non-compete agreement
between the Critical Employee and ENBC, or (6) the Critical Employee's gross
negligence resulting in material harm to ENBC.  For purposes of this definition,
(x) no act, or failure to act, on the Critical Employee's part shall be deemed
"willful" unless done, or omitted to be done, by the Critical Employee not in
good faith and without reasonable belief that the Critical Employee's act, or
failure to act, was in the best interest of ENBC and (y) in the event of a
dispute concerning the application of this provision, no claim by ENBC that
Cause exists shall be given effect unless ENBC establishes by clear and
convincing evidence that Cause exists.

     6.  Definition of "Good Reason." For the purpose of the Retention Program,
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Good Reason" means the occurrence (without the Critical Employee's express
written consent) of any one of the following acts by ENBC or failures by ENBC to
act, unless, in the case of any act or failure to act described in paragraph
(1), (5) or (6) below, such act or failure to act is corrected within 15 days of
notice thereof given by the Critical Employee to ENBC: (1) a substantial adverse
alteration in the nature or status of the Critical Employee's responsibilities;
(2) a reduction by ENBC in the Critical Employee's annual base salary as in
effect on the date of the adoption of this Retention Program or as the same may
be increased from time to time; (3) the relocation of the Critical Employee's
principal place of employment to a location more than 60 miles from the Critical
Employee's existing principal place of employment or ENBC's requiring the
Critical Employee to be based anywhere other than such principal place of
employment (or permitted relocation thereof) except for required travel on
ENBC's business to an extent substantially consistent with the Critical
Employee's obligations; (4) the failure by ENBC to pay to the Critical Employee
any portion of his or her current compensation within seven (7) days of the date
such compensation is due; (5) the failure by the Company to continue in effect
any compensation plan in which the Critical Employee participates on the date of
the adoption of this Retention Program which is material to the Critical
Employee's total compensation, unless an

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equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan, or the failure by ENBC to continue the
Critical Employee's participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of the amount or
timing of payment of benefits provided and the level of Critical Employee's
participation relative to other participants; or (6) the failure by ENBC to
continue to provide the Critical Employee with benefits substantially similar to
those enjoyed by the Critical Employee under any of ENBC's life insurance,
medical, health and accident, or disability plans (except for across the board
changes similarly affecting all management employees of ENBC) or the failure of
ENBC to provide the Critical Employee with the number of paid vacation days to
which the Critical Employee is entitled in accordance with ENBC's normal
vacation policy in effect on the date of the adoption of this Retention Program.
The Critical Employee's right to terminate his or her employment for Good Reason
shall not be affected by the Critical Employee's incapacity due to physical or
mental illness. The Critical Employee's continued employment shall not
constitute consent to, or waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder. For purposes of any determination
regarding the existence of Good Reason, any claim by the Critical Employee that
Good Reason exists shall be presumed to be correct unless ENBC establishes by
clear and convincing evidence that Good Reason does not exist.

     7.  Vacancies in Critical Positions. If the position held by a Critical
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Employee becomes vacant prior to the successful completion of the restructuring
and ENBC hires a new employee for, or promotes a current employee to, that
position, the appropriate officers of ENBC will be authorized to offer to the
new or promoted employee a Stay Bonus up to the amount of the Stay Bonus
indicated on the Schedule of Payments for the employee currently holding that
position (less amounts previously paid or that will become payable to the
employee who vacated the position).

     8.  Assurances of Payment. ENBC will take such action as may be reasonably
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required to assure payment of the Stay Bonuses. Without limiting the generality
of the foregoing, the appropriate officers of ENBC are expressly authorized to
cause the issuance of one or more letters of credit, or similar security, to
secure such payment. In the event ENBC seeks to complete the Restructuring
pursuant to a reorganization proceeding, ENBC shall seek assumption of the
Retention Program as soon as practicable after commencing its case and will seek
to have all unpaid Stay Bonuses treated as administrative claims.

     9.  Miscellaneous Provisions.
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         (a) No eligible employee shall have any right with respect to a Stay
Bonus hereunder until all of the conditions to the receipt of such Stay Bonus
have been met.

         (b) ENBC shall have the right to deduct from any payment made under
this Employee Retention Program any federal, state, local or foreign income or
other taxes required by law to be withheld with respect to such payment.

         (c) The expenses of administering the Employee Retention Program shall
be borne by ENBC.

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         (d) By accepting any benefit under this Employee Retention Program,
each eligible employee and each person claiming under or through such person
shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Employee Retention
Program by ENBC or those administering the Employee Retention Program.

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