Exhibit 10.3

NEW WORLD RESTAURANT GROUP, INC.        EXECUTIVE EMPLOYEE INCENTIVE PLAN        (effective December 19, 2003)

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Table of Contents

|                                  |      |                                              |                                                   | Page
|--------------------------------- | ---- | -------------------------------------------- | ------------------------------------------------- | ----
|EXECUTIVE EMPLOYEE INCENTIVE PLAN |      | 1                                           
|ARTICLE I                         |      | INTRODUCTION                                 |                                                   | 1   
|                                  | 1.1  |                                              | Establishment                                     |     
|                                  | 1.2  |                                              | Purposes                                          |     
|                                  | 1.3  |                                              | Effective Date                                    |     
|ARTICLE II                        |      | DEFINITIONS                                  |                                                   | 1   
|                                  | 2.1  |                                              | Definitions                                       |     
|                                  | 2.2  |                                              | Gender and Number                                 |     
|ARTICLE III                       |      | PLAN ADMINISTRATION                          |                                                   | 3   
|                                  | 3.1  |                                              | General                                           |     
|                                  | 3.2  |                                              | Delegation by Committee                           |     
|ARTICLE IV                        |      | STOCK SUBJECT TO THE PLAN                    |                                                   | 3   
|                                  | 4.1  |                                              | Number of Shares                                  |     
|                                  | 4.2  |                                              | Limit on Option Grants                            |     
|                                  | 4.3  |                                              | Other Shares of Stock                             |     
|                                  | 4.4  |                                              | Adjustments for Stock Split, Stock Dividend, Etc. |     
|                                  | 4.5  |                                              | Other Distributions and Changes in the Stock      |     
|                                  | 4.6  |                                              | General Adjustment Rules                          |     
|                                  | 4.7  |                                              | Determination by the Committee, Etc.              |     
|ARTICLE V                         |      | CORPORATE REORGANIZATION; CHANGE OF CONTROL  |                                                   | 5   
|                                  | 5.1  |                                              | Adjustment of Awards                              |     
|                                  | 5.2  |                                              | Assumption or Substitution of Options             |     
|                                  | 5.3  |                                              | Corporate Transaction                             |     
|ARTICLE VI                        |      | PARTICIPATION                                |                                                   | 6   
|ARTICLE VII                       |      | OPTIONS                                      |                                                   | 6   
|                                  | 7.1  |                                              | Grant of Options                                  |     
|                                  | 7.2  |                                              | Stock Option Agreements                           |     
|                                  | 7.3  |                                              | Restrictions on Incentive Options                 |     
|                                  | 7.4  |                                              | Transferability                                   |     
|                                  | 7.5  |                                              | Shareholder Privileges                            |     
|ARTICLE VIII                      |      | RIGHTS OF PARTICIPANTS                       |                                                   | 10  
|                                  | 8.1  |                                              | Service                                           |     
|                                  | 8.2  |                                              | No Plan Funding                                   |     
|ARTICLE IX                        |      | GENERAL RESTRICTIONS                         |                                                   | 10  
|                                  | 9.1  |                                              | Investment Representations                        |     
|                                  | 9.2  |                                              | Compliance with Securities Laws                   |     
|                                  | 9.3  |                                              | Changes in Accounting Rules                       |     
|ARTICLE X                         |      | OTHER EMPLOYEE BENEFITS                      |                                                   | 11  
|ARTICLE XI                        |      | PLAN AMENDMENT, MODIFICATION AND TERMINATION |                                                   | 11  
|ARTICLE XII                       |      | WITHHOLDING                                  |                                                   | 11  
|                                  | 12.1 |                                              | Withholding Requirement                           |     
|                                  | 12.2 |                                              | Withholding With Stock                            |     
|ARTICLE XIII                      |      | REQUIREMENTS OF LAW                          |                                                   | 12  
|                                  | 13.1 |                                              | Requirements of Law                               |     
|                                  | 13.2 |                                              | Federal Securities Law Requirements               |     
|                                  | 13.3 |                                              | Governing Law                                     |     
|ARTICLE XIV                       |      | DURATION OF THE PLAN                         |                                                   | 12  

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NEW WORLD RESTAURANT GROUP, INC.
EXECUTIVE EMPLOYEE INCENTIVE PLAN

ARTICLE I
INTRODUCTION

1.1Establishment.New World Restaurant Group, Inc., a Delaware corporation, effective January 1, 2004, hereby
establishes the New World Restaurant Group, Inc. Employee Incentive Plan (the "Plan") for certain employees of the Company (as defined in subsection 2.1(i)) and certain consultants to
the Company. The Plan permits the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended to certain key employees of the Company and
non-qualified stock options to certain key employees and consultants to the Company.

1.2Purposes.The purposes of the Plan are to provide those who are selected for participation in the Plan with added
incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating
incentive compensation to increases in shareholder value, so that the income of those participating in the Plan is more closely aligned with the income of the Company's shareholders. The Plan is also
designed to provide a financial incentive that will help the Company attract, retain and motivate the most qualified employees and consultants.

1.3Effective Date.The initial effective date of the Plan is December 19, 2003.

ARTICLE II
DEFINITIONS

2.1Definitions.The following terms shall have the meanings set forth below:



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2.2Gender and Number.Except when otherwise indicated by the context, the masculine gender shall also include the feminine
gender, and the definition of any term herein in the singular shall also include the plural.

ARTICLE III
PLAN ADMINISTRATION

3.1General.The Plan shall be administered by the Committee. In accordance with the provisions of the Plan, the Committee
shall, in its sole discretion, select the Participants from among the Eligible Employees and Eligible Consultants, determine the number of shares covered by each Option granted under the Plan, the
time at which such Options are to be granted, and the Option Price, period and manner in which Options become exercisable. The Committee shall determine the form or forms of the agreements with
Participants that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to the Options granted pursuant to the Plan, which
provisions need not be identical except as may be provided herein; provided, however, that Eligible Consultants shall not be eligible to receive Incentive Options. The Committee may from time to time
adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency.
No member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations and other actions of the Committee pursuant to the provisions of the
Plan shall be binding and conclusive for all purposes and on all persons.

3.2Delegation by Committee.The Committee may, from time to time, delegate, to specified officers of the Company, the power
and authority to grant Options under the Plan to specified groups of Eligible Employees and Eligible Consultants, subject to such restrictions and conditions as the Committee, in its sole discretion,
may impose. The delegation shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine certain terms and conditions of an
Option, all references in the Plan to the Committee's exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has
delegated the power and authority to make such determination. The power and authority to grant Options to any Eligible Employee or Eligible Consultant who is covered by Section 16(b) of
the Exchange Act shall not be delegated by the Committee.

ARTICLE IV
STOCK SUBJECT TO THE PLAN

4.1Number of Shares.The maximum aggregate number of Shares that may be issued under the Plan pursuant to Options is 900,000
Shares, all of which may be issued under Incentive Options. Upon exercise of an Option, the Shares issued upon exercise of such Option shall no longer be considered to be subject to an outstanding
Option for purposes of the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, no Option granted hereunder shall become void or otherwise be adversely affected
solely because of a change in the number of Shares of the Company that are issued and outstanding from time to time, provided that changes to the issued and outstanding Shares may result in
adjustments to outstanding Awards in accordance with the provisions of this ARTICLE IV. The Shares may be either authorized and unissued Shares or previously issued Shares acquired by the Company.
Such maximum numbers may be increased from time to time by approval of the Board and by the stockholders of the Company if, in the opinion of counsel for the Company, stockholder approval is required.
The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized and unissued Stock at least the number of

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Shares
from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.

4.2Limit on Option Grants.The maximum number of Shares with respect to which a Participant may receive Options under the
Plan during the terms of the Plan is 300,000 Shares. The maximum number may be increased from time to time by approval of the Board and by the stockholders of the Company. No Options may be granted
with respect to any increased number of Shares until such increase has been approved by the stockholders. Stockholder approval shall not be required for increases solely pursuant to Section 4.4
below.

4.3Other Shares of Stock.Any Shares that are subject to an Option that expires or for any reason is terminated unexercised,
and any Shares withheld for the payment of taxes or received by the Company as payment of the exercise price of an Option, shall automatically become available for use under the Plan, provided,
however, that no more than 800,000 Shares may be issued under Incentive Options.

4.4Adjustments for Stock Split, Stock Dividend, Etc.If the Company shall at any time increase or decrease the number of its
outstanding Shares or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or any other distribution upon such Shares payable in Stock, or through a
stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Stock, then in relation to the Stock that is affected by one or more of the above events, the
numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such
occurrence: (i) the Shares as to which Options may be granted under the Plan, (ii) the Shares then included in each outstanding Option granted hereunder, (iii) the maximum number
of Shares available for grant to any one person in a calendar year pursuant to Section 4.2, (iv) the maximum number of Shares available for grant pursuant to Incentive Options, and
(v) the number of Shares subject to a delegation of authority under Section 3.2 of this Plan.

4.5Other Distributions and Changes in the Stock.If



4.6General Adjustment Rules.No adjustment or substitution provided for in this ARTICLE IV shall require the Company to sell
a fractional Share under any Option, or otherwise issue a fractional Share, and the total substitution or adjustment with respect to each Option shall be limited by deleting any fractional Share. In
the case of any such substitution or adjustment, the aggregate Option Price for the total number of Shares then subject to an Option shall remain unchanged but the Option Price per Share under each
such Option shall be equitably adjusted by the Committee to reflect the greater or

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lesser
number of Shares or other securities into which the Stock subject to the Option may have been changed.

4.7Determination by the Committee, Etc.Adjustments under this ARTICLE IV shall be made by the Committee, whose
determinations with regard thereto shall be final and binding upon all parties thereto.

ARTICLE V
CORPORATE REORGANIZATION; CHANGE OF CONTROL

5.1Adjustment of Awards.Upon the occurrence of a Corporate Transaction (as defined in Section 5.3), the Committee
may take any one or more of the following actions with respect to outstanding Options:



The
Committee may provide that any Options that are outstanding at the time the Corporate Transaction is closed shall expire at the time of the closing. The Committee need not take the same action
with respect to all outstanding Options.

5.2Assumption or Substitution of Options.The Company, or the successor or purchaser, as the case may be, may make adequate
provision for the assumption of the outstanding Options or the substitution of new options for the outstanding Options on terms comparable to the outstanding Options.

5.3Corporate Transaction.A Corporate Transaction shall include the following:



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The
terms "beneficially own", "beneficial owner" and "Group" shall have the meanings ascribed to such terms in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that, for the
purposes of this definition of "Change of Control" only, any Person or Group other than the Greenlight Capital
Offshore Ltd. shall be deemed to be the current beneficial owner of any shares of voting Stock of the Company, or any interests or participations in, or measured by the profits of, the Company,
that are issuable upon the exercise of any option, warrant or similar right, or upon the conversion of any convertible security, in either case owned by such Person or Group without regard to whether
such option, warrant or convertible security is currently exercisable or convertible or will become convertible or exercisable within 60 days if the exercise or conversion price thereof at the
time of grant was lower than the fair market value of the underlying security at the time of grant; or



ARTICLE VI
PARTICIPATION

Employee Participants in the Plan shall be those Eligible Employees who, in the judgment of the Committee, are performing, or during the term of their incentive
arrangement will perform, vital services in the management, operation and development of the Company, and significantly contribute, or are expected to significantly contribute, to the achievement of
long-term corporate economic objectives. Eligible Consultants shall be selected from those non-employee consultants to the Company who are performing services important to the
operation and growth of the Company. Participants may be granted from time to time one or more Options; provided, however, that the grant of each such Option shall be separately approved by the
Committee and receipt of one such Option shall not result in automatic receipt of any other Option. Upon determination by the Committee that an Option is to be granted to a Participant, written notice
shall be given to such person, specifying the terms, conditions, rights and duties related thereto. Options shall be deemed to be granted as of the date specified in the grant resolution of the
Committee, which date shall be the date of any Option Agreement with the Participant. In the event of any inconsistency between the provisions of the Plan and any such Option Agreement entered into
hereunder, the provisions of the Plan shall govern.

ARTICLE VII
OPTIONS

7.1Grant of Options.Coincident with or following designation for participation in the Plan, a Participant may be granted
one or more Options. The Committee in its sole discretion shall designate whether an Option is an Incentive Option or a Non-Qualified Option; provided, however, that only
Non-Qualified Options may be granted to Eligible Consultants. The Committee may grant both an Incentive Option and a Non-Qualified Option to an Eligible Employee at the same
time or at different times. Incentive Options and Non-Qualified Options, whether granted at the same time or at different times, shall be deemed to have been awarded in separate grants and
shall be clearly identified, and in no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of shares for which any other Option may be exercised.
An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee.

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7.2Stock Option Agreements.Each Option granted under the Plan shall be evidenced by a written stock option certificate or
agreement (an "Option Agreement"). An Option Agreement shall be issued by the Company in the name of the Participant to whom the Option is granted (the "Option Holder") and in such form as may be
approved by the Committee. The Option Agreement shall incorporate and conform to the conditions set forth in this Section 7.2 as well as such other terms and conditions that are not
inconsistent as the Committee may consider appropriate in each case.



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7.3Restrictions on Incentive Options.



7.4Transferability.



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7.5Shareholder Privileges.No Option Holder shall have any rights as a shareholder with respect to any shares of Stock
covered by an Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a
record date preceding the date such Option Holder becomes the holder of record of such Stock, except as provided in ARTICLE IV.

ARTICLE VIII
RIGHTS OF PARTICIPANTS

8.1Service.Nothing contained in the Plan or in any Option granted under the Plan shall confer upon any Participant any
right with respect to the continuation of his employment by, or consulting relationship with, the Company, or interfere in any way with the right of the Company, subject to the terms of any separate
employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant from the rate in existence at the time of
the grant of an Option. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination of service shall be determined by the Committee at the
time.

8.2No Plan Funding.Obligations to Participants under the Plan will not be funded, trusteed, insured or secured in any
manner. The Participants under the Plan shall have no security interest in any assets of the Company, and shall be only general creditors of the Company.

ARTICLE IX
GENERAL RESTRICTIONS

9.1Investment Representations.The Company may require any person to whom an Option is granted, as a condition of exercising
such Option, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Stock for his own account for investment and
not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with Federal and applicable
state securities laws. Legends evidencing such restrictions may be placed on the Stock certificates.

9.2Compliance with Securities Laws.Each Option shall be subject to the requirement that, if at any time counsel to the
Company shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval
of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the
Company to apply for or to obtain such listing, registration or qualification.

9.3Changes in Accounting Rules.Except as provided otherwise at the time an Option is granted, notwithstanding any other
provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Options shall occur which, in the sole judgment of the
Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding
and unexercised Options as to which the applicable services or other restrictions have not been satisfied.

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ARTICLE X
OTHER EMPLOYEE BENEFITS

The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or sale of Option Shares shall not constitute
"earnings" or "compensation" with respect to which any other employee benefits of such employee are determined, including without limitation benefits under any pension, profit sharing, 401(k), life
insurance or salary continuation plan.

ARTICLE XI
PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board may at any time terminate, and from time to time may amend or modify the Plan provided, however, that no amendment or modification may become effective
without approval of the amendment or modification by the shareholders if shareholder approval is required to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if the
Company, on the advice of counsel, determines that shareholder approval is otherwise necessary or desirable.

No
amendment, modification or termination of the Plan shall in any manner adversely affect any Options granted under the Plan without the consent of the Participant holding such Options.

ARTICLE XII
WITHHOLDING

12.1Withholding Requirement.The Company's obligations to deliver shares of Stock upon the exercise of any Option shall be
subject to the Participant's satisfaction of all applicable federal, state and local income and other tax withholding requirements.

12.2Withholding With Stock.At the time the Committee grants an Option or at any time thereafter, it may, in its sole
discretion, grant the Participant an election to pay all such amounts of tax withholding, or any part thereof, by electing (a) to have the Company withhold from shares otherwise issuable to the
Participant, shares of Stock having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Participant; provided however, that the amount of Stock so
withheld shall not exceed the minimum amount required to be withheld under the method of withholding that results in the smallest amount of withholding, or (b) to transfer to the Company a
number of shares of Stock that were acquired by the Participant more than six months prior to the transfer to the Company and that have a value equal to the amount required to be withheld or
such lesser amount as may be elected by the Participant. All elections shall be subject to the approval or disapproval of the Committee. The value of shares of Stock to be withheld shall be based on
the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). Any such elections by Participants to have shares of Stock withheld for this
purpose will be subject to the following restrictions:



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ARTICLE XIII
REQUIREMENTS OF LAW

13.1Requirements of Law.The issuance of Stock and the payment of cash pursuant to the Plan shall be subject to all
applicable laws, rules and regulations.

13.2Federal Securities Law Requirements.If a Participant is an officer or director of the Company within the meaning of
Section 16 of the Exchange Act, Options granted hereunder shall be subject to all conditions required under Rule 16b-3, or any successor rule promulgated under the Exchange
Act, to qualify the Option for any exception from the provisions of Section 16(b) of the Exchange Act available under that Rule. Such conditions shall be set forth in the Option
Agreement which describes the Options.

13.3Governing Law.The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of
the State of Colorado.

ARTICLE XIV
DURATION OF THE PLAN

Unless sooner terminated by the Board of Directors, the Plan shall terminate at the close of business on December 19, 2013, and no Option shall be granted
after such termination. Options outstanding at the time of the Plan termination may continue to be exercised in accordance with their terms.

[SIGNATURE
PAGE FOLLOWS]

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Dated:
March 26, 2003

| |  | NEW WORLD RESTAURANT GROUP, INC.a Delaware corporation
| |  | ------------------------------------------------------
| |  | By:                                                   

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