Exhibit 10.37

SECOND AMENDMENT AGREEMENT

SECOND
AMENDMENT AGREEMENT, dated as of February 9, 2004 (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 definition of "Unused Letter of Credit Subfacility" is hereby amended by deleting the number
"2,500,000" appearing therein and substituting therefor the number "5,000,000".

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):



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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]

2

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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                                                
| |  |                                                   
| |  |                                                   
| |  | MANHATTAN BAGEL COMPANY, INC.                     
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | CHESAPEAKE BAGEL FRANCHISE CORP.                  
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | WILLOUGHBY'S INCORPORATED                         
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | EINSTEIN AND NOAH CORP.                           
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | EINSTEIN/NOAH BAGEL PARTNERS, INC.                
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | I. & J. BAGEL, INC.                               
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | "AGENT"                                           
| |  | AMSOUTH BANK, as Agent                            
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | "ADMINISTRATIVE AGENT"                            
| |  | AMSOUTH CAPITAL CORP.,
as the Administrative Agent
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | "LENDERS"                                         
| |  | AMSOUTH BANK, as a Lender                         
| |  | By:                                               
| |  |                                                   
| |  |                                                   

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