Exhibit 10.6

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement")is
entered into as of December 8, 2003, by and between New
World Restaurant Group, Inc., a Delaware corporation (the "Company"),and
Jill B. W. Sisson,
Attorney at Law and sole practitioner (the "Consultant").

PRELIMINARY STATEMENTS



NOW,
THEREFORE, for good, valuable and binding consideration, the receipt and sufficiency of which we hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:

STATEMENT OF AGREEMENT

1.Retention as Independent Consultant.The Company hereby retains Consultant as an independent advisor (not as
an employee) on a month-to-month basis beginning on the date hereof and subject to termination as provided herein. In such capacity, Consultant shall perform the Services
including those Services further detailed onSchedule Ihereof. Consultant shall be and at all times remain an independent Consultant of the
Company. Neither the Company nor Consultant shall be considered or held to be a partner, limited partner, associate or agent of the other, or be joint venturers with one another. Neither the Company
nor Consultant shall be authorized by the other to contract any debt, liability or obligation for or on behalf of the other. As an independent Consultant, Consultant shall accept any directions issued
by the Board and the Executive Officers of the Company (through its designated representatives) pertaining to the goals to be attained and the results to be achieved, but shall be solely responsible
for the means and method of work in which it will perform Services under this Agreement. Consultant agrees to complete all Services in the agreed upon timeframe. To do so, Consultant shall determine
her own working hours and schedule and shall not be subject to the Company's personnel policies and procedures. The Company will not set a minimum or maximum number of hours that the Consultant may
work in any given day.

2.Compliance with Legal Requirements.The Company shall not provide workers' compensation, disability
insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant, her agents or employees or any sub-consultants. Consultant shall comply at
her expense with all applicable provisions of workers' compensation laws, unemployment compensation laws, Federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax
laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions required to be fulfilled by independent consultants. Other than as stated in this
Agreement, Consultant shall be solely responsible and liable for all expenses, costs, liabilities, assessments, taxes, maintenance, insurance, undertakings and other obligations incurred by
Consultant, her agents or employees or any sub consultants.

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3.Compensation.



4.Expense Reimbursement.The Company shall reimburse Consultant for her or her reasonable and necessary
out-of-pocket expenses incurred at the request of the Company or with prior approval of the Company, subject to provision of reasonable supporting documentation related
thereto. Such reimbursable expenses include, but are not limited to, travel expenses such as hotels, meals and transportation while traveling on business pursuant to this Agreement, professional
association fees and dues and costs and expenses relating to continuing education.

5.Place of Performance.The Consultant shall perform the services in such locations as the Consultant and the
Company shall agree.

6.Information Furnished.The Company shall furnish the Consultant with such information as the Consultant may
reasonably request to perform services hereunder.

7.Confidentiality.For the purposes of this Agreement, the term"Confidential
Information"means any information regarding the Company's (or its affiliates') business that is (1) not generally known to the public and was acquired through the
expenditure of the Company's time, effort and/or funds, including (but not limited to) information concerning its clients, accounts, inventory, personnel, financial and performance data, financial and
risk management models and related translation code, existing and contemplated business, investment and financial methods, analysis, strategy, concepts, practices and know-how; client,
principal, investor, vendor and employee lists and records; customer and principal preferences and relationship information, market development information, procedures and confidential or proprietary
information relating to the Company's policies, strategies, administration or operation, and (2) acquired by Consultant during the term of this Agreement, as well

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as
any additional information that may be classified as proprietary or constitute a trade secret under applicable state or federal law.

In
addition to the Consultant's duty of confidentiality to the Company as a practicing attorney, Consultant shall not, directly or indirectly, disclose any Confidential Information to
any person or entity that is not an employee, officer, director, agent or affiliate of the Company unless such disclosure is authorized in advance by the Company or required by law. Consultant will
not, during the term of this Agreement or any time thereafter, directly or indirectly, use any Confidential Information in any manner that is not directly and primarily in the best interests of the
Company unless expressly authorized to do so by the Board. Consultant acknowledges that the Confidential Information is the sole property of the Company, and that the Company would be irreparably
damaged if such Confidential Information was misappropriated or disclosed to third parties, in violation of this Agreement. Upon the termination of this Agreement, Consultant must promptly return any
and all records, information, papers, media, recordings, files or computer files or diskettes (and all copies, duplicates or facsimiles of any of the foregoing) of the Company and its affiliates
(including parent and subsidiary entities) that relate in any way whatsoever to any Confidential Information.

9.Non-Solicitation.During Consultant's work for Company and for a period of twelve months after
termination of that work, Consultant shall not, without Company's prior written consent, directly or indirectly:



8.Severability.Whenever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other provision or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement will be
performed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intent of the parties hereto that the
provisions hereof be enforceable to the full extent permitted by applicable law.

9.Termination.This Agreement shall be terminable by any party, without cause, hereto upon thirty
(30) days' prior written notice. In addition, the Company may, upon notice to Consultant, immediately terminate this Agreement if Consultant breaches any of the provisions of this Agreement.

10.Complete Agreement.This Agreement embodies the complete agreement and understanding between the parties and
supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

11.Remedies.Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in her or its favor. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of

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law
or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

12.Amendments and Waivers.Any provision of this Agreement may be amended or waived only with the prior written
consent of the Company and Consultant.

13.Notices.Any notice provided for in this Agreement must be in writing and must be either personally
delivered, or mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service or facsimile transmission, to the recipient at the address below
indicated:

To
the Company:



To
the Consultant:



or
such other addresses or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be
deemed to have been given when so delivered or sent or if mailed, five days after so mailed.

14.Applicable Law.This Agreement shall be governed by and construed in accordance with the laws of the State
of Colorado without regard to conflict of law principles, and any action brought to enforce this Agreement shall be brought in Denver County, Colorado.

15.Indemnification.Each party shall indemnify and hold harmless the other party against and from any and all
liabilities, damages and expenses (including attorney fees) made against or incurred by the other party from any third party source for any damages caused, or contributed to, by a breach of its
obligations under this Agreement. The Company shall indemnify and hold Consultant harmless against all liabilities, damages and expenses (including attorney fees) made against or incurred by
Consultant arising out of the performance of services pursuant to this agreement and the Company shall name Consultant as an additional insured party under any directors and officers insurance policy
it maintains in force, and for six months thereafter, if the policy is a "claims made" policy.

16.Parties Bound.This Agreement shall be binding on the parties hereto, their respective heirs, legatees,
legal representatives, successors and assigns including but not limited to any successor of the Company
upon a merger, reorganization or recapitalization except that Consultants' duty to perform services hereunder shall not be assignable.

17.Entirety.This Agreement constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof.

[Signature
Page Follows]

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IN
WITNESS HEREOF, the parties hereto have executed this Consulting Agreement as of the date first written above.

| |  | NEW WORLD RESTAURANT GROUP, INC.
| |  | --------------------------------
| |  | By:                             

| |  | Name:                | Paul Murphy                                                          
| |  | -------------------- | ---------------------------------------------------------------------
| |  | Title:               | Chief Executive Officer and Acting Chairman of the Board of Directors
| |  | JILL B. W. SISSON   
| |  | /s/JILL B. W. SISSON
| |  | Name:                | Jill B. W. Sisson                                                    
| |  | Title:               | Consultant                                                           

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SCHEDULE IDescription of Services

Consultant shall provide legal, consulting and advisory services to the Company as deemed appropriate or desirable by the Board, which Services shall include
those customarily performed by General Counsel and Corporate Secretary for publicly held corporations.

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SCHEDULE IIGrant of Option

1.Description.Pursuant to the New World Restaurant Group, Inc. 2004 Executive Employee Incentive Plan
(the "Plan") and subject to the terms and conditions of this Agreement, the Company grants to the Consultant an option (the "Option") to purchase seventy five thousand (75,000) shares of common stock
of the Company (the "Stock") at the price which each share of Stock subject to an Option may be purchased, as determined in accordance with subsection     of the Plan, which price
shall be the "Option Price." The grant is made and the Option is effective as of the date of execution of this Agreement (the "Effective Date"). The Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2.Requirements for Exercise; Vesting.The Option shall vest and become exercisable as provided on the following
schedules



Attained Percentage of GAAP
EBITDA in the Business Plan
approved and adopted by the Board
for the year 2004

Percentage of Option Exercisable Upon Achievement of Performance Criteria

Options
Exercisable100%

100%

12,500At least 50% of the Target APC

50%

6,250




Attained Percentage of GAAP
EBITDA in the Business Plan
approved and adopted by the Board
for the year 2005

Percentage of Option Exercisable Upon Achievement of Performance Criteria

Options
Exercisable100%

100%

12,500At least 50% of the Target APC

50%

6,250




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Attained Percentage of GAAP
EBITDA in the Business Plan
approved and adopted by the Board
for the year 2006

Percentage of Option Exercisable Upon
Achievement of Performance Criteria

Options
Exercisable100%

100%

12,500At least 50% of the Target APC

50%

6,250


If
at any time the number of shares of Stock that are covered by the vested portion of the Option includes a fractional share, the number of shares of Stock as to which the Option shall
be actually exercisable shall be rounded down to the next whole share of Stock.

The
Option shall not be exercisable as to any shares of Stock as to which the vesting requirement is not satisfied, regardless of the circumstances under which the Option Holder's
service with the Company is terminated. The number of shares of Stock as to which the Option may be exercised shall be cumulative; so that once the Option shall become exercisable as to any shares of
Stock it shall continue to be exercisable as to such shares until expiration or termination of the Option.

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