Exhibit 10.49  THIRD AMENDMENT
AGREEMENT  THIRD AMENDMENT
AGREEMENT, dated as of February 11, 2005 (this Agreement), to the
Loan and Security Agreement, dated as of July 8, 2003 (as amended,
supplemented or modified from time to time in accordance with its terms, the Loan
Agreement), among the financial institutions named therein (the Lenders),
AmSouth Bank, as agent (in such capacity, together with any successor in such
capacity, the Agent), AmSouth Capital Corp., as administrative agent
(in such capacity, together with any successor in such capacity, the Administrative
Agent), New World Restaurant Group, Inc., a Delaware corporation (New
World), Manhattan Bagel Company, Inc., a New Jersey corporation (Manhattan
Bagel), Chesapeake Bagel Franchise Corp., a New Jersey corporation (Chesapeake
Bagel), Willoughbys Incorporated, a Connecticut corporation (Willoughbys),
Einstein and Noah Corp., a Delaware corporation (Einstein),
Einstein/Noah Bagel Partners, Inc., a California corporation (Einstein/Noah)
and I. & J. Bagel, Inc., a California corporation (I&J;
New World, Manhattan Bagel, Chesapeake Bagel, Willoughbys, Einstein,
Einstein/Noah and I&J, each a Borrower, and, collectively, the Borrowers),
and the Guarantors named therein.  Terms
used herein and not otherwise defined herein shall have the meanings attributed
thereto in the Loan Agreement.  WHEREAS, the Loan Parties
have requested that the Lenders amend a certain provision of the Loan
Agreement.  NOW, THEREFORE, for
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and subject to the fulfillment of the conditions set forth below,
the parties hereto agree as follows:  1.Amendments.  Effective as of the date all of the
conditions to effectiveness set forth in Section 3 of this Agreement are
satisfied (the Effective Date) the Loan Agreement is hereby amended as
follows:  a.The
definition of Unused Letter of Credit Subfacility is hereby amended by
deleting the number 5,000,000 appearing therein and substituting therefor the
number 7,500,000.  b.Section 8.33
of the Loan Agreement is hereby amended and restated in its entirety to read as
follows:  To the best of each Loan
Partys knowledge, each franchise agreement to which such Loan Party is a party
constitutes the valid, binding and enforceable obligation of each party
thereto.  There is no pending or
threatened action or suit by any of the Loan Parties franchisees involving any
of the Loan Parties that (a) is outside of the ordinary course of such
Loan Partys business and (b) could reasonably be expected to result in a
Material Adverse Effect.


c.Schedules
8.3, 8.5, 8.12 and 8.28 to the Loan Agreement are hereby amended and restated
in their entirety to read as Schedules 8.3, 8.5, 8.12 and 8.28, respectively, attached
hereto as Exhibit A.  2.Representations
and Warranties of the Borrowers. 
Each Loan Party hereby represents and warrants as of the date hereof as
follows (which representations and warranties shall survive the execution and
delivery of this Agreement):  a.All
representations and warranties made by such Loan Party in Article VIII of
the Loan Agreement are true and correct in all material respects as of the date
hereof with the same force and effect as if made on such date (except to the
extent that any such representation or warranty relates expressly to an earlier
date), except that such Loan Party represents (i) with respect to Sections
8.7 and 8.9 of the Loan Agreement, the capitalization and Debt of such Loan
Party is as set forth on the Consolidated Balance Sheets of New World
Restaurant Group, Inc. (page 3 of the Form 10-Q filed with the
Securities and Exchange Commission for the quarterly period ended September 28,
2004) and (ii) with respect to Section 8.14 of the Loan Agreement,
there has not been a Material Adverse Effect since the Closing Date.  b.Such
Loan Party has the requisite power to execute, deliver and carry out the terms
and provisions of this Agreement.  c.This
Agreement has been duly executed and delivered and constitutes the legal, valid
and binding obligation of such Loan Party, and is enforceable in accordance
with its terms subject (i) as to enforcement of remedies, to applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforcement of creditors rights generally, from time to time in
effect, and (ii) to general principles of equity.  d.No event
has occurred and is continuing which constitutes or would constitute a Material
Adverse Effect, Default or Event of Default under the Loan Agreement.  e.No
Loan Party has executed and delivered or otherwise granted any mortgage in
respect of the Major Premises or any other Real Property (owned or leased) in
favor of the holders of the Senior Secured Debt.  3.Conditions
Precedent.  Notwithstanding any term
or provision of this Agreement to the contrary, Section 1 hereof shall not
become effective until executed counterparts of this Agreement have been
delivered by each party hereto to the Agent and the Agent shall have received
such other approvals, opinions or documents as the Agent may reasonably
request.  4.Continued
Effectiveness.  Nothing herein shall
be deemed to be a waiver or other modification of any covenant or agreement
contained in, or any Default or Event of Default under, the Loan Agreement or
any other Loan Document, and each Loan Party hereby agrees that, as amended
hereby, all covenants and other provisions contained in the Loan Agreement are
hereby ratified and confirmed in all respects and that it has no defense,
offset, claim,


counterclaim or recoupment with respect to any of its
obligations or liabilities with respect to the Loan Agreement or the other Loan
Documents.  5.Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute a single instrument. 
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.  6.THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.  [Signature pages follow]


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above written.  BORROWERS AND
  GUARANTORSNEW WORLD RESTAURANT
  GROUP, INC.By:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Chief Financial
  OfficerMANHATTAN BAGEL
  COMPANY, INC.By:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Asst. SecretaryCHESAPEAKE BAGEL
  FRANCHISE CORP.By:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Asst. SecretaryWILLOUGHBYS
  INCORPORATEDBy:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Asst. SecretaryEINSTEIN AND NOAH CORP.By:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Asst. Secretary


EINSTEIN/NOAH BAGEL
  PARTNERS, INC.By:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Asst. SecretaryI. & J. BAGEL,
  INC.By:
  /s/ Richard P.
  DutkiewiczName: Richard P.
  DutkiewiczTitle: Asst. SecretaryAGENTAMSOUTH BANK, as AgentBy:
  /s/ Bruce A. KasperName: Bruce A. KasperTitle: Attorney-in-FactADMINISTRATIVE AGENTAMSOUTH CAPITAL CORP.,
  as the Administrative AgentBy:
  /s/ Bruce A. KasperName: Bruce A. KasperTitle: Attorney-in-FactLENDERSAMSOUTH BANK, as a
  LenderBy:
  /s/ Bruce A. KasperName: Bruce A. KasperTitle: Attorney-in-Fact