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                                  EXHIBIT 10.16

                             WALL STREET DELI, INC.
                             2000 STOCK OPTION PLAN
                             NON-EMPLOYEE DIRECTORS
              As approved by the shareholders on November 17, 2000

1.       PURPOSE

         This Stock Option Plan for Non-Employee Directors (the "Plan") is
intended to enable Wall Street Deli, Inc., a Delaware corporation (the
"Company"), to attract and retain capable non-employee Directors to the service
of the Company and to provide them with incentives to promote the best interests
of the Company by enabling them and encouraging them, through the grant of
non-qualified stock options, to acquire Company stock. Options to acquire Common
Stock under this Plan are sometimes hereinafter referred to individually as an
"Option" and, collectively as the "Options."

2.       ADMINISTRATION

         The Plan shall be administered by a committee of the Board of Directors
(the "Committee"), which shall consist of at least two members of the Board of
Directors, and may consist of the Company's Compensation Committee. It is
intended that this Plan shall constitute a "formula award" plan within the
meaning of Rule 16b-3 (and Note 3 thereto) under the Securities Exchange Act of
1934, as amended (the "Act"); if for any reason it shall be determined that this
Plan does not constitute a formula award plan, or if for any other reason the
Board of Directors may consider it advisable, the Committee shall consist either
(i) solely of directors who are "non-employee directors" within the meaning of
Rule 16b-3(b)(3)(i) under the Act; or (ii) the entire Board of Directors.

         The Committee shall have the authority to establish, from time to time,
such rules and regulations, not inconsistent with the provisions of the Plan,
for the proper administration of the Plan, and to make such determinations and
interpretations under or in connection with the Plan and the Options granted
hereunder as it deems necessary or advisable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the
Company, its shareholders, and directors of the Company and upon their
respective legal representatives, beneficiaries, successors and assigns and upon
all other persons claiming under or through any of them.

3.       ELIGIBILITY

         The Directors eligible to participate in the Plan shall be those
Directors of the Company who are not employees of the Company or its
subsidiaries. For purposes of determining eligibility for participation in this
Plan, Directors shall not be considered as employees solely by virtue of the
performance of services pursuant to contract or other agreement on an interim,
occasional or otherwise non-full time basis which does not result in such
Director's direct or indirect receipt of annual compensation from the Company or
its subsidiaries of $60,000 or more. The Directors eligible to receive options
under the Plan are hereinafter referred to as "Eligible Directors."

4.       STOCK SUBJECT TO THE PLAN

         Subject to the provisions of Section 7 hereof, 200,000 shares of the
Company's Common Stock, par value $.05 per share (the "Shares"), shall be
available for the grant of Options under the Plan. Shares issuable under the
Plan may be authorized but unissued Shares or reacquired Shares, as the Board
shall determine.

         If any Option granted under the Plan expires or otherwise terminates,
in whole or in part, without having been exercised, the Shares subject to the
unexercised portion of such Option shall be available for the granting of
Options under the Plan as fully as if such Shares had never been subject to an
Option.

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5.       GRANTS, TERMS AND CONDITIONS OF OPTIONS

         Each Eligible Director shall automatically be granted an Option to
purchase 6,000 Shares on the first Initial Grant Date occurring on or after such
Eligible Director first became a Director of the Company. An "Initial Grant
Date" is either (a) thirty (30) days (or the first business day following the
30th day) after the date this Plan is adopted by the Board of Directors; or (b)
the date on which an Eligible Director first became a Director of the Company.

         In addition, on August 1 of each year, commencing with August 1, 2001,
or such other date as the Committee shall determine not less than six months in
advance, each Eligible Director of the Company shall automatically be granted an
Option to purchase 5,000 Shares.

         Options granted pursuant to this Plan shall be subject to the following
terms and conditions, and such further terms and conditions as are not
inconsistent with the provisions of this Plan, as determined by the Committee.

                  (a) PRICE. The option price per Share under each Option
         granted under the Plan shall be the Fair Market Value of the Shares on
         the date of grant of such Option. "Fair Market Value" means the average
         between the last reported highest and the lowest selling prices quoted
         on the NASDAQ System, or other principal exchange on which the Common
         Stock is traded, on the pertinent date.

                  (b) TERM. The duration of each Option shall be five (5) years
         from the date of grant (the "Expiration Date").

                  (c) EXERCISE AND PAYMENT. Each Option granted to each Optionee
         shall become immediately exercisable in whole or in part, subject to
         Section 5(h) hereafter. An Option shall be exercised in the manner set
         forth in the Option Agreement (as defined in Section 5(h) hereafter)
         relating thereto and payment in full for all shares being purchased at
         the time shall be made coincidentally therewith. Such payment shall be
         in United States dollars effected by means of cash, certified check or
         bank draft. Alternatively, such payment may be made, in whole or in
         part, in shares of Common Stock of the Company, including the
         withholding of a portion of the shares issuable upon exercise (a
         "cashless exercise") and any such shares so tendered in payment shall
         be valued for such purpose at the then Fair Market Value. The Company
         shall withhold a portion of the shares issuable on exercise, or accept
         delivery of shares, in payment of the Optionee's tax obligation with
         respect to such exercise, provided that this tax withholding right
         shall be exercisable only at the discretion of the Optionee, and is not
         discretionary on the part of the Company.

                  (d) DEATH OF OPTIONEE. If an Optionee dies prior to the
         Expiration Date of his Option, such Option may be exercised, by the
         Optionee's estate, personal representative or beneficiary who acquired
         the right to exercise such Option by bequest or inheritance or by
         reason of the death of the Optionee, to the extent of the number of
         Shares with respect to which the Optionee could have exercised it on
         the date of his death, at any time prior to the earlier of (i) one (1)
         year following the date of the Optionee's death, or (ii) the Expiration
         Date of such Option.

                  (e) TRANSFERABILITY. No Option shall be assignable or
         transferable by an Optionee otherwise than by will or by the laws of
         descent and distribution, or pursuant to a qualified domestic relations
         order as defined by the Internal Revenue Code of 1986, as amended, and
         during the lifetime of the Optionee, the Option shall be exercisable
         only by him, or in the event of his legal disability, by his legal
         representative.

                  (f) RIGHTS AS A SHAREHOLDER. An Optionee shall have no rights
         as a shareholder with respect to any Shares covered by his Option until
         the issuance of a stock certificate to him representing such Shares.

                  (g) SEQUENTIAL EXERCISE OF OPTIONS. Options granted under the
         Plan shall be exercisable at the discretion of the Optionee without
         regard to the price or the date of grant of any other outstanding
         Option

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         which was granted under this Plan or any other plan of the Company or a
         related corporation, or a predecessor of the Company or a related
         corporation before or after the granting of such Option to the same
         Optionee to purchase Shares, or to purchase stock in a corporation
         which (at the time of granting of such option) was a related
         corporation or to purchase stock in a predecessor corporation of the
         Company or a related corporation.

                  (h) OPTION AGREEMENT AND FURTHER CONDITIONS. As soon as
         practicable after the grant of an option, each Optionee shall enter
         into, and be bound by the terms of, a stock option agreement (the
         "Option Agreement") which shall state the exercise price of the Options
         granted, and such other terms and conditions as the Committee shall
         determine and as are not inconsistent with this Plan. It is
         specifically contemplated that, in order to facilitate compliance with
         Rule 16b-3 under the Act and notwithstanding the immediate
         exercisability set forth in Section 5(c) above, Option Agreements may
         delay exercisability until the expiration of six months after the date
         of grant, or may require such other holding period as may be necessary
         or desirable under federal securities or tax laws.

                  (i) WITHHOLDING. The obligation of the Company to deliver
         Shares upon the exercise of any Option shall be subject to any
         applicable federal, state and local tax withholding requirements.

                  (j) NO OBLIGATION TO EXERCISE OPTION. The granting of an
         Option shall impose no obligation upon an Optionee to exercise such
         Option.

6.       INVESTMENT PURPOSES

         Each Optionee, or his legal representative or beneficiaries, may be
required to give satisfactory assurance that Shares acquired upon exercise of an
Option are being acquired for investment and not with a view to distribution,
and certificates representing such Shares may be legended accordingly. Such
Shares shall be transferable thereafter only if the proposed transfer is
permissible under the Plan and the Option and if, in the opinion of counsel (who
shall be satisfactory to the Company), such transfer shall at such time be in
compliance with applicable securities laws.

7.       ADJUSTMENTS

         The number of shares and the option price for the shares covered by
each outstanding Option shall all be proportionately adjusted for any increase
or decrease in the number of shares of Common Stock resulting from a subdivision
or consolidation of the issued shares of Common Stock or the payment of a stock
dividend on Common Stock or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company. In the event of
a change in the Company's presently authorized Common Stock which is limited to
a change of all of its presently authorized shares with par value, or any change
of the then authorized shares with par value into the same number of shares
without par value, or any change of the then authorized shares with par value,
the shares resulting from any such change shall be deemed to be Common Stock as
defined in Section 4. In the event that the outstanding shares of Common Stock
of the Company shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
shares, sale of assets, merger or consolidation, whether or not the Company
shall be the surviving corporation then, there shall be substituted for each
share of Common Stock subject to any such Option and for each share of Common
Stock reserved for issuance pursuant to this Plan but not yet covered by an
Option the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be so changed or for which each
such share shall be exchanged. In the event there shall be any change, other
than as specified above in this Section 7, in the number or kind of shares then
subject to an Option or Options and of the shares theretofore reserved for
issuance pursuant to this Plan but not yet covered by an Option, such adjustment
shall be made by the Committee and shall be effective and binding for all
purposes of this Plan and of each Option hereunder and each Stock Option
Agreement hereunder entered into in accordance with this Plan. No adjustment or
substitution provided for in this Section 7 shall require the Company to buy or
sell a fractional share under any Stock Option

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Agreement, and the total substitution or adjustment with respect to each Stock
Option Agreement hereunder shall be limited accordingly.

8.       TERMINATION, AMENDMENT OR DISCONTINUANCE OF THE PLAN

                  (a) TERMINATION. This Plan will terminate not later than
         December 31, 2010, and after that date no options may be granted
         hereunder. All Options outstanding at the time of termination of the
         Plan shall remain in effect until such Options have expired in
         accordance with their terms, have been terminated in accordance with
         the Plan, or have been terminated by mutual consent of the parties. The
         Board of Directors in its discretion may terminate the Plan at any time
         with respect to any shares for which Options have not theretofore been
         granted.



                  (b) AMENDMENT. The Board of Directors shall have the right to
         alter or amend the Plan or any part thereof from time to time,
         including, but not limited to, such modifications and amendments as
         shall be in the judgment of the Board or the Committee required to
         satisfy the conditions of Rule 16b-3 under the Securities Exchange Act
         of 1934 as it now exists or may from time to time be amended and/or
         superseded, or to conform to any change in any law or regulation
         applicable thereto; provided, however that:

                           (i) no change in any Option theretofore granted may
                  be made which would impair the rights of the Optionee without
                  the consent of such Optionee;

                           (ii) the Board of Directors may not make any
                  alteration or amendment which would materially increase the
                  benefits accruing to participants under the Plan, increase the
                  aggregate number of shares which may be issued under the Plan
                  (other than increase reflecting a stock dividend, stock split,
                  share combination or similar change in capitalization of the
                  Company), materially modify the requirements as to eligibility
                  for receipt of Options under the Plan, or extend the term of
                  the Plan without the approval of the shareholders of the
                  Company; and

                           (iii) the Board of Directors may not amend this Plan
                  more than once every six months, other than to comport with
                  changes in the Internal Revenue Code, the Employee Retirement
                  Income Security Act, or regulations thereunder.

9.       ABSENCE OF RIGHTS

         The granting of an Option to an Eligible Director shall confer no
rights of any sort except such rights as are contained in this Plan and the
Option Agreement.

10.      INDEMNIFICATION AND EXCULPATION

                  (a) Each person who is or shall have been a member of the
         Board of Directors or of the Committee shall be indemnified and held
         harmless by the Company against and from any and all loss, cost,
         liability or expense that may be imposed upon or reasonably incurred by
         him in connection with or resulting from any claim, action, suit or
         proceeding to which he may be a party or in which he may be involved by
         reason of any action taken or failure to act under this Plan and
         against and from any and all amounts paid by him in settlement thereof
         (with the Company's written approval) or paid by him in satisfaction of
         a judgment in any such action, suit or proceeding, except a judgment in
         favor of the Company based upon a finding of his bad faith; subject,
         however, to the condition that upon the institution of any such claim,
         action, suit or proceeding against him, he shall in writing give the
         Company an opportunity, at its own expense, to handle and defend the
         same before he undertakes to handle and defend it on his behalf. The
         foregoing right of

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         indemnification shall not be exclusive of any other right to which such
         person may be entitled as a matter of law or otherwise, or any power
         that the Company may have to indemnify him or hold him harmless.

         (b) Each member of the Board of Directors or of the Committee, and each
officer and employee of the Company shall be fully justified in relying or
acting upon any information furnished in connection with the administration of
this Plan by any person or persons other than himself. In no event shall any
person who is or shall have been a member of the Board of Directors or of the
Committee, or an officer or employee of the Company be liable for any
determination made or other action taken or any omission to act in reliance upon
any such information or for any action (including the furnishing of information)
taken or any failure to act, if in good faith.

11.      APPLICATION OF PROCEEDS

         The proceeds received by the Company from the sale of Common Stock
pursuant to Options will be used for general corporate purposes.

12.      PRONOUNS; HEADINGS.

         Wherever any words are used in the masculine gender, they shall be
construed as though they were also used in the feminine gender in all cases
where they would so apply. Headings used herein are for general information only
and do not constitute part of the Plan.

13.      SHAREHOLDER APPROVAL

         This Plan is subject to the approval of the holders of a majority of
the securities of the Company present or represented and entitled to vote at a
meeting duly held in accordance with applicable laws of the State of Delaware.

14.      SAVINGS CLAUSE

         Any provision of this Plan which, if given effect, would disqualify any
Option granted hereunder, or Shares issuable upon exercise thereof, from
exemption from the operation of ss.16(b) of the Securities Exchange Act of 1934
shall be null and void and of no effect, and any such provision shall be deemed
not to be a part of this Plan for purposes of construction hereof.


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