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                                                                   Exhibit 10.27
 
[LOGO]        1999 STAFF OFFICER BONUS PLAN


I.     PURPOSE
       The purpose of the Plan is to establish a program of incentive
       compensation for designated corporate officers of the Company that is
       directly related to the performance results of the Company. The Plan
       provides an annual incentive, contingent upon continued employment and
       the achievement of certain corporate goals, to certain corporate officers
       who make substantial contributions to the Company.

II.    DEFINITIONS
       BONUS AWARD means the award, as determined by the Committee, to be
       granted to a Participant under the Plan.

       COMMITTEE refers to the Compensation Committee of the Board of Directors
       of the Company.

       COMPANY means Einstein/Noah Bagel Corp.

       CORPORATE STAFF OFFICER refers to a corporate officer of the Company who
       holds any of the positions of President, Chief Executive Officer,
       Executive VP of Operations, Chief Financial Officer, Chief Information
       Officer, Chief Marketing Officer, SrVP & General Counsel, SrVP of Human
       Resources, VP of Finance/Controller, VP of Supply Chain, VP of
       Operational/Technical Services and any other corporate officer of the
       Company so designated at the sole discretion of the Committee.

       DESIGNATED BENEFICIARY means the beneficiary or beneficiaries designated
       in accordance with Article X hereof to receive the amount, if any,
       payable under the Plan upon the Participant's death.

       FISCAL YEAR refers to the period of time between the dates of December
       28, 1998 and December 26, 1999.

       LONG-TERM DISABILITY means the inability of the Participant to
       substantially perform his or her duties to the Company by reason of
       physical or mental disability, as determined by the Committee in its
       reasonable discretion.

       PARTICIPANT means any officer designated by the Committee to participate
       in the Plan who has received written notice of his or her designation as
       a Participant.

       PLAN means the ENBC 1999 Staff Officer Bonus Plan
 
 
III.   ELIGIBILITY
       Participants in the Plan shall be selected by the Committee for the 1999
       Fiscal Year from those Corporate Staff Officers whose efforts contribute
       materially to the annual success of the Company. No employee shall be a
       Participant unless he or she is chosen by the Committee, in its sole
       discretion, and receives notice of such choice. No employee shall at any
       time have the right to be selected as a Participant, nor, having been
       selected as a Participant for the 1999 Fiscal Year, to be selected as a
       participant in any other year.
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IV.    ADMINISTRATION
       The Committee, in its sole discretion, will determine eligibility for
       participation, establish the target payout levels for each Participant,
       establish corporate performance goals, calculate and determine the level
       of attainment of such goals, and calculate the Bonus Award for each
       Participant under the Plan. The Committee will also determine the time at
       which Bonus Awards will be paid, and any restrictions on payment.

V.     BONUS AWARDS
       The Committee, with the input of management of the Company, will
       establish a target payout level for each Participant and communicate such
       target payout level to each Participant prior to or during the Fiscal
       Year for which such award may be made. The Committee shall also establish
       the following corporate performance for the Fiscal Year: (a) a system net
       revenue target, and (b) a system target for earnings before interest,
       taxes, depreciation and amortization (EBITDA), and communicate such
       corporate performance goals to each Participant prior to or during the
       Fiscal Year for which such awards may be made. For this purpose EBITDA
       will be deemed to be equivalent to "System EBITDAL" as defined in the
       agreement governing the Company's bank debt as in effect on the date
       hereof. Bonus Awards will be earned by each Participant based upon the
       level of attainment of corporate goals during the Fiscal Year, as
       determined by the Committee in its sole discretion; for this purpose,
       Bonus Awards shall be weighted 30% to attainment of the system net
       revenue target and 70% to the system EBITDA target. As soon as
       practicable after the end of the Fiscal Year the Committee shall
       determine the level of attainment of the corporate goals and the Bonus
       Award to be made to each Participant.

VI.    TERMINATION OF EMPLOYMENT
       In the event of termination of a Participant's employment with the
       Company by reason of death or long-term disability before the payment of
       any Bonus Award, such Participant shall be eligible for a pro rata
       portion of the Bonus Award that would have been paid in respect of the
       Fiscal Year in which the termination occurred (provided a Bonus Award
       would otherwise have been earned). Any such Bonus Award shall be paid as
       soon as practicable after the end of the fiscal year in which such
       termination occurs. In the event of a Participant's' death, such pro rata
       payment shall be made to the Participant's Designated Beneficiary, or if
       there is none living, to the estate of the Participant.

       In the event of a Participant's voluntary termination of employment with
       the Company for any reason, or termination by the Company for cause (as
       defined in the Participant's Change of Control Agreement) before payment
       of a Bonus Award is made, the Participant shall be ineligible for such
       payment unless the Committee specifically determines that such Bonus
       Award is to be paid.

VII.   NON-TRANSFERABILITY OF BENEFITS
       A Participant may not assign, sell, encumber, transfer or otherwise
       dispose of any rights or interests under the Plan except by will of the
       laws of descent and distribution. Any attempted disposition not permitted
       by the preceding sentence shall be null and void.

VIII.  NO CLAIM OF RIGHT UNDER THE PLAN
       Other than as may be provided in an employment agreement as approved by
       the Committee, no employee or other person shall have any claim or right
       to be selected as a Participant under the Plan. Neither the Plan nor any
       action taken pursuant to the Plan shall be construed as giving any
       employee any right to be retained in the employ of the Company.

IX.    TAXES
       The Company shall deduct from all amounts paid under the Plan all
       federal, state, local and other taxes required by law to be withheld with
       respect to such payments.

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X.     DESIGNATION AND CHANGE OF BENEFICIARY
       Each Participant may indicate upon notice to him or her by the Committee
       of his or her right to receive a Bonus Award a designation of one or more
       persons as the Designated Beneficiary who shall be entitled to receive
       the amount, if any, payable under the Plan upon the death of the
       Participant. Such designation shall be in writing to the Committee. A
       Participant may, from time to time, revoke or change his or her
       Designated Beneficiary without the consent of any prior Designated
       Beneficiary by filing a written designation with the Committee. The last
       such designation received by the Committee shall be controlling, provided
       however that no designation, or change or revocation thereof, shall be
       effective unless received by the Committee prior to the Participant's
       death, and in no event shall it be effective as of a date prior to such
       receipt.

XI.    PAYMENTS TO PERSONS OTHER THAN THE PARTICIPANT
       If the Committee shall find that any person to whom any amount is payable
       under the Plan is unable to care for his or her affairs because of
       illness or accident, or has died, then any payment due to such person or
       his or her estate (unless a prior claim therefore has been made by a duly
       appointed legal representative) may, if the Committee so directs, be paid
       to his or her spouse, a child, a relative, an institution maintaining or
       having custody of such person, or any other person deemed by the
       Committee, in its sole discretion, to be a proper recipient on behalf of
       such person otherwise entitled to payment. Any such payment shall be a
       complete discharge of the liability of the Company therefor.

XII.   NO LIABILITY OF COMMITTEE MEMBERS; INDEMNIFICATION
       No member of the Committee shall be personally liable by reason of any
       contract or other instrument related to the Plan executed by such member
       or on his or her behalf in his or her capacity as a member of the
       Committee, nor for any mistake of judgment made in good faith, and the
       Company shall indemnify and hold harmless each employee, officer or
       director of the Company to whom any duty or power relating to the
       administration or interpretation of the Plan may be allocated or
       delegated, against expenses (including attorneys' fees), judgments, fines
       and amounts paid in settlement actually and reasonably incurred by such
       member in connection with any action, suit or proceeding arising out of
       or relating to the Plan if such member acted in good faith and in a
       manner the person reasonably believed to be in or not opposed to the best
       interests of the Company. Any determination as to whether indemnification
       shall be provided hereunder shall be made by the Board of Directors of
       the Company.

XIII.  TERMINATION OR AMENDMENT OF THE BONUS PLAN
       The Committee may amend, suspend or terminate the Plan at any time, in
       its sole discretion.

XIV.   UNFUNDED PLAN
       Participants shall have no right, title, or interest whatsoever in or to
       any investments that the Company may make to aid it in meeting its
       obligations under the Plan. Notwithstanding anything contained herein to
       the contrary, to the extent that any person acquires a right to receive
       payments from the Company under the Plan, such right shall be no greater
       than the right of an unsecured general creditor of the Company.

       The Plan is not intended to be subject to the Employee Retirement Income
       Security Act of 1974, as amended ("ERISA"). To the extent the Plan is
       determined to be so subject, it is intended to constitute a "plan which
       is unfunded and is maintained by the employer primarily for the purpose
       of providing deferred compensation for a select group of management or
       highly compensated employees," as such phrased is used in ERISA, and the
       terms of the Plan shall be interpreted consistent with such intent.

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XV.    GOVERNING LAW
       The terms of the Plan and all rights thereunder shall be governed by and
       construed in accordance with the laws of the State of Colorado, without
       reference to principles of conflict of laws.

XVI.   EFFECTIVE DATE
       The effective date of the Plan is January 14, 1999.

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