EXHIBIT 10.12

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT dated as of August 21, 1998 between BIG CITY BAGELS,  INC., a New
York  corporation with offices at 99 Woodbury Road,  Hicksville,  New York 11801
("Employer"),  and MARK WEINREB,  151 Bristol  Drive,  Woodbury,  New York 11797
("Executive").

     WHEREAS,  Employer  and  Executive  entered  into a  three-year  employment
agreement  on January 1, 1996,  which will  terminate  on December 31, 1998 (the
"1996 Agreement"); and

     WHEREAS,  Employer  believes  that  Executive  provides  unique  management
services for Employer and wishes to retain the  continued  services of Executive
as its Chairman of the Board and Chief Executive Officer; and

     WHEREAS,  Employer and Executive have reached an understanding with respect
to the extension of  Executive's  employment  with the Company for an additional
one-year  period from the present  December 31, 1998 date of  termination of the
1996 Agreement; and

     WHEREAS,  Employer  and  Executive  desire to evidence  their  agreement in
writing and to provide for the continued  employment of Executive by Employer on
the terms set forth herein.

     IT IS AGREED:

     1. The 1996  Agreement  is hereby  amended and restated as set forth herein
effective as of August 1, 1998 ("Effective Date").


 
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     2.  Employment  and  Duties.   Employer  hereby  agrees  to  the  continued
employment  of Executive  in an executive  capacity as Chairman of the Board and
Chief Executive Officer of Employer and its  subsidiaries,  with such duties and
authority as appertain to such office and such  additional  duties and authority
as may be  reasonably  be assigned to  Executive  by the Board of  Directors  of
Employer  from  time to  time,  provided  that the  nature  of such  duties  and
authority shall be consistent with the duties,  authority and executive position
of Executive  hereunder.  Executive hereby accepts such employment and shall use
Executive's  best  efforts to  promote  the  interests  of  Employer  and devote
Executive's  full  business  time  to  the  performance  of  Executive's  duties
hereunder during the Term set forth in paragraph 3 of this Agreement.

     3. Term of Employment.  The term of this Agreement ("Term") commenced as of
the Effective Date and shall continue until December 31, 1999 unless  terminated
earlier as provided in paragraph 6 of this Agreement.

     4. Compensation and Benefits.

                  (a) Salary. As compensation for Executive's services hereunder
and  subject  to the power of the Board of  Directors  to  increase  Executive's
compensation and award Executive bonuses in its absolute discretion,  during the
Term,  Employer  shall pay Executive a salary at the rate of $200,000 per annum.
All salary to Executive  shall be paid in  appropriate  installments  to conform
with the regular payroll dates for salaried personnel of Employer,  but not less
than monthly.

                  (b)  Expenses.  Employer  shall  reimburse  Executive  for all
reasonable  expenses  incurred by Executive in the  performance  of  Executive's
duties hereunder and necessary business expenses incurred by Executive including
Executive's use of a cellular phone, upon Executive's  submission to Employer of
appropriate  receipts and reports  evidencing  such expenses in accordance  with
Employer's normal practice and policy.


 
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                  (c)  Vacation.  Executive  shall be entitled to three weeks of
paid vacation  during the period  commencing  on the  Effective  Date and ending
December 31, 1998, and six weeks of paid vacation during the following  calendar
year.

                  (d)  Insurance.  Executive  shall be entitled to such medical,
dental,  pension and other benefits and  perquisites no less favorable than such
as are afforded to any other senior executive of Employer, subject to applicable
waiting periods and other conditions.  Employer also shall reimburse  Executive,
or pay directly upon  presentation  of bills for same by Executive (i) long-term
disability  insurance and (ii) life insurance  insuring the life of Executive in
the amount of $1,000,000;  provided, however, that the premiums paid by Employer
for the insurance  policies set forth in (i) and (ii),  above,  shall not exceed
$7,000 per annum (prorated for the partial year August 1, 1998 through  December
31, 1998).  These policies shall be owned by Executive and the  beneficiary(ies)
of these insurance policies shall be designated by Executive.

                  (e) Car Allowance.  Employer also shall provide Executive with
a suitable  automobile  for the  exclusive  use of  Executive  and shall pay the
insurance,  maintenance and other costs associated with the use and operation of
such automobile.

                  (f) Stock Options.  On August 13, 1998, the Board of Directors
granted to Executive  options  ("Options") to purchase  100,000 shares of Common
Stock under Employer's 1998 Performance Equity Plan at a price equal to the last
sale price of the Common Stock on the trading  date  immediately  preceding  the
date of grant.  These Options shall be evidenced by a Stock Option  Agreement of
even date herewith between Employer and Executive.

     5. Place of Employment.  The duties of Executive  provided for herein shall
require  performance  primarily at the principal executive office of Employer in
Hicksville,  New York,  or such other  location  in the  counties  of Nassau and
Suffolk to which the  principal  executive  offices of Employer may be relocated
from  time to time, although Executive shall undertake  such  occasional travel,

 
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within or without the United States, as is or may be reasonably necessary in the
interests of Employer.

     6. Protection of Confidential Information and Non-Competition.

                  (a) Executive agrees that Executive's  services  hereunder are
of a special, unique and extraordinary  character, and that Executive's position
with Employer places him in a position of confidence and trust with franchisees,
investors in franchisees and employees of Employer.  Executive acknowledges that
the business of Employer is carried on throughout  several  states of the United
States  and that it is the  intention  of  Employer  to  continue  to expand the
geographic area in which Employer engages in its business and marketing efforts.
Executive  further  acknowledges  that in the course of  rendering  services  to
Employer,  Executive  has  obtained and will obtain  knowledge  of  confidential
information  and  trade  secrets  of  Employer  (such  as,  without  limitation,
business,  marketing and  advertising  plans and strategies for Employer and its
franchisees,   budgets,   information  regarding  recipes,  menus,   proprietary
products,  vendors,  wholesale accounts and potential  investors in Employer and
franchises).

                  (b)  Executive  agrees  that  during the Term and at any other
time  thereafter,  Executive shall not divulge to anyone (other than Employer or
any persons  designated by Employer) any  knowledge or  information  of any type
whatsoever  of a  confidential  nature  relating to the  business  of  Employer,
including, without limitation, all types of financial and tax information, trade
secrets,  business  strategies or marketing,  advertising and promotional plans,
information regarding recipes, menus and potential investors.  Executive further
agrees that during the Term and at any other time  thereafter,  Executive  shall
not make use of, nor permit to be used,  any notes,  memoranda,  specifications,
programs,  data,  information  or other  materials of any nature whether oral or
written  relating to any matter  within the scope of the business of Employer or
concerning  any of its  dealings  or affairs  otherwise  than for the benefit of
Employer, it being agreed that any of the foregoing shall be and remain the sole
and exclusive property of Employer.


 
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                  (c)  Executive  agrees  that while  Executive  is  employed by
Employer  and  for a  two-year  period  after  the  termination  of  Executive's
employment  with  Employer  for any  reason  other  than a breach of  Employer's
obligations hereunder,  Executive shall not, directly or indirectly,  (i) employ
or seek to employ any persons  employed by  Employer  or by any  franchisee,  or
otherwise  directly or indirectly  induce or seek to induce such person to leave
his  or  her  employment  thereat,  or  (ii)  establish,  engage  in  or  become
economically interested in, as an employee,  consultant,  agent, owner, partner,
co-venturer,  principal,  stockholder or otherwise  (hereinafter  referred to as
"Involvement"),  any business  specializing in whole or in part in operating any
food service  business,  store or facility which is  principally  engaged in the
sale of the same or similar food and/or  similar  proprietary  products  sold by
Employer or  franchisees  of Employer  unless such  Involvement  is limited to a
business  which  operates not more than three retail  stores,  none of which are
located  within  fifteen  miles of a retail  store  operated  by Employer or its
franchisees.  Mere  passive  ownership of stock  representing  5% or less of the
capital stock of a publicly-held company shall not be deemed a violation of this
paragraph.

                  (d) If Executive commits or is about to commit a breach of any
of the provisions of paragraphs 6(b) or (c) above, Employer shall have the right
to have the  provisions  of this  Agreement  specifically  enforced by any court
having equity jurisdiction without being required to post bond or other security
and without having to prove the inadequacy of the available  remedies at law, it
being acknowledged and agreed that any such breach will cause irreparable injury
to Employer.

     7. Termination.

                  (a) The  duties,  obligations,  limitations  and  restrictions
imposed  upon  Executive  or  assumed  by  him  hereunder  are  subject  to  the
performance by Employer of all its material obligations hereunder.


      
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                  (b)  Employer  agrees that  Executive  shall not be in default
with  respect  to the  performance  of  Executive's  obligations  hereunder  and
Employer may not terminate  this  Agreement as a result of such default  unless:
(i) there has been a material breach thereof (defined as "cause" for purposes of
the Stock Option Agreement  referred to in paragraph 4(f)),  (ii) Employer shall
have given written notice thereof to Executive  specifying  such material breach
with  reasonable  particularity,  and (iii) within  thirty days after  Executive
shall have  received such notice,  Executive  shall not have cured such material
breach or, within such time,  shall not have taken reasonable steps to cure such
breach and shall not have diligently proceeded thereafter to eliminate it.

     The following matters,  and only the following  matters,  shall be deemed a
material breach for purposes of this paragraph 7(b):

                           (i)  The  conviction  of  Executive,  by a  court  of
         competent  jurisdiction  and  after  all  appeal  procedures  have been
         exhausted or have expired, or entry of a guilty or nolo contendere plea
         of a crime which constitutes a felony in the jurisdiction involved;

                           (ii)  Executive's   willful  failure  or  refusal  to
         perform Executive's duties and responsibilities hereunder in accordance
         with the reasonable directions of the Board of Directors of Employer;

                           (iii)   Executive's   commission   of   an   act   of
         embezzlement,  fraud or dishonesty  which results in a loss,  damage or
         injury to Employer or which adversely affects the business of Employer;
         or

                           (iv)  Executive's  willful  failure  to  comply  with
         Executive's obligations under paragraphs 6(a) or (b) of this Agreement.

                  (c) In the event that the Board of Directors  of Employer,  in
good faith,  determines that Executive is totally  incapacitated from performing


                                             
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his duties, by reason of illness, accident or any physical or mental incapacity,
and such total  incapacity  continues  for a period of one hundred  eighty (180)
consecutive  days,  Employer may terminate  Executive's  employment  upon giving
Executive  thirty days notice thereof.  Employer shall continue to pay Executive
or his  guardian  or  conservator,  as the case may be,  the full  amount of the
annual salary that Executive was then  receiving  pursuant to paragraph 4 hereof
through the end of the sixth  complete  calendar  month  following  the month in
which  employment  is  terminated  pursuant to this  paragraph  7(c),  and shall
continue to cover Executive,  his spouse and dependents during such period under
all medical and other  benefit  plans  (including  the  insurance  specified  in
paragraph  4(d))  which  were in effect at the time of  Executive's  death.  The
aggregate  of any and all salary  payable  pursuant to this  paragraph  shall be
reduced by an amount equal to the aggregate of payments received by Executive by
reason of any (i) compulsory  disability  law; (ii) worker's  compensation  law;
(iii) any disability income insurance  policy,  the premiums for which have been
paid by Employer;  or (iv) any  disability  plan  maintained by Employer for its
employees,  the  premiums  for  which  have  been  paid (in whole or in part) by
Employer.

                  (d) In  the  event  of the  death  of  Executive,  Executive's
employment  shall terminate and thereupon  Employer shall be obligated to pay to
Executive's  surviving spouse  Executive's  annual salary through the end of the
sixth complete  calendar month  following the month in which said death occurred
and shall continue to cover  Executive's  surviving spouse and dependents during
such period  under all medical and other  benefit  plans which were in effect at
the time of Executive's death. Such payment shall be made monthly to Executive's
surviving  spouse  at any  address  designated  by  such  surviving  spouse.  If
Executive has no surviving spouse,  then such installments  shall be paid to any
other  person  theretofore  designated  by  Executive in writing to Employer or,
failing such designation, to Executive's estate.

                  (e) If (i) Employer shall (A) terminate Executive's employment
hereunder in any manner or for any reason  other than as provided in  paragraphs
7(b),  (c) or (d) or (B) fail to renew  Executive's  employment for at least one
successive year upon scheduled  expiration of this Agreement upon the same terms



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and  conditions  with the exception of clause (i)(B) of this  sentence,  or (ii)
Executive  shall elect to  terminate  his  employment  with  Employer  for "Good
Reason" (defined  below),  then Executive shall be paid upon such termination or
scheduled  expiration,  as the case may be, a lump sum cash  payment of $200,000
("Cash Payment"). In addition, if Employer has terminated Executive's employment
hereunder in any manner or for any reason  other than as provided in  paragraphs
7(b), (c) or (d), Employer shall maintain,  at its cost,  through the end of the
Term,  medical  and  dental  benefits  comparable  to that which  Executive  was
receiving  prior  to  termination  and  all  additional  insurance  provided  to
Executive  in  paragraph  4(d) plus the car  allowance  provided to Executive in
paragraph  4(e)  ("Non-Cash  Payment"  and,  together  with  Cash  Payment,  the
"Termination Payment"). Executive shall be under no duty to mitigate damages. As
used herein,  "Good Reason" shall mean: (i) Executive's  authority,  duties, job
title or position of responsibility,  or the nature of Executive's duties or the
scope of his responsibilities,  is materially diminished, and that diminution is
not corrected by the Company  within 15 days after written notice from Executive
describing the diminution alleged to constitute Good Reason; (ii) the nature and
conditions of  Executive's  employment  are  materially  changed so as not to be
those  normally  associated  with an officer  holding the title of Chairman  and
Chief  Executive  Officer  of a company,  and that  change is not  corrected  by
Employer  within 15 days after  written  notice from  Executive  describing  the
change alleged to constitute Good Reason;  (iii) the material breach by Employer
of any other  provision  of this  Agreement,  including  but not limited to, the
taking of any action by Employer  which would  deprive  Executive of any benefit
set forth in paragraph 4, if Employer fails to remedy that breach within 15 days
after written notice from the Employee describing the acts alleged to constitute
that breach; (iv) failure of Executive to be nominated for election to the Board
at any time when his term of office as a director expires during the Term of the
Agreement;  or (v) relocation of  Executive's  place of employment to a location
outside of the County of Nassau or Suffolk.  Notwithstanding  the foregoing,  it
shall not be  considered  Good  Reason if  Executive  himself  causes any of the
situations described in clauses (i) through (v) to occur.

                  (f)  In the  event  that  Executive  becomes  entitled  to the
Termination  Payment,  if any portion of the Termination Payment will be subject
to the tax ("Excise  Tax") imposed by Section 4999 of the Internal  Revenue Code


                                                       
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of 1986, as amended ("Code"), Employer shall pay Executive at the time specified
in paragraph 7(e), an additional amount  ("Gross-Up  Payment") such that the net
amount  retained  by  Executive,  after  deduction  of  any  Excise  Tax  on the
Termination  Payment and any federal,  state and local income tax and Excise Tax
upon  the  payment  provided  for by  this  paragraph,  shall  be  equal  to the
Termination Payment. For purposes of determining whether the Termination Payment
will be subject to the Excise  Tax and the amount of such  Excise  Tax,  (i) any
other payments or benefits received or to be received by Executive in connection
with  Executive's  termination of employment  (whether  pursuant to the terms of
this  Agreement,  the Stock Option  Agreement or any other plan,  arrangement or
agreement with Employer,  any person whose actions result in a change in control
or any person  affiliated  with  Employer  or such  person)  shall be treated as
"parachute  payments" within the meaning of Section  280G(b)(2) of the Code, and
all "excess parachute  payments" within the meaning of Section  280G(b)(1) shall
be treated as subject to the Excise  Tax,  unless in the  opinion of tax counsel
selected by Employer's  independent  auditors and  acceptable to Executive  such
other  payments or benefits  (in whole or in part) do not  constitute  parachute
payments,  or such excess  parachute  payments  (in whole or in part)  represent
reasonable  compensation  for services  actually  rendered within the meaning of
Section 280G(b)(4) of the Code, (ii) the amount of the Termination Payment which
shall be  treated  as  subject to the Excise Tax shall be equal to the lesser of
(A) the total  amount of the  Termination  Payment  or (B) the  amount of excess
parachute  payments  within the  meaning of Sections  280G(b)(1)  and (4) (after
applying clause (i), above, and after deducting any excess parachute payments in
respect of which payments have been made under  paragraph  7(e)),  and (iii) the
value of any  non-cash  benefits  or any  deferred  payment or benefit  shall be
determined by Employer's  independent auditors in accordance with the principles
of Sections  280G(d)(3)  and (4) of the Code.  For purposes of  determining  the
amount of the Gross-Up Payment,  Executive shall be deemed to pay federal income
taxes at the highest  marginal rate of federal  income  taxation in the calendar
year in which the  Gross-Up  Payment  is to be made and  state and local  income
taxes at the highest  marginal  rates of  taxation in the state and  locality of
Executive's  residence on the date of termination,  net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and
local taxes. In the event that the Excise Tax is  subsequently  determined to be
less than the amount taken into account  hereunder at the time of termination of
Executive's employment, Executive shall repay to Employer at the time  that  the


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amount of such reduction in Excise Tax is finally  determined the portion of the
Gross-Up  Payment  attributable to such reduction plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is  determined to exceed the amount taken into account
hereunder at the time of the termination of Executive's employment (including by
reason of any payment,  the existence or amount of which cannot be determined at
the time of the Gross-Up  Payment),  Employer shall make an additional  gross-up
payment in respect of such excess  (plus any  interest  payable  with respect to
such excess) at the time that the amount of such excess is finally determined.

                  (g)  Upon  termination  of  his  employment,  Executive  shall
promptly return all of Employer's property to Employer.

                  (h)   Notwithstanding   any  termination  of  his  employment,
Executive's  obligations  to Employer  pursuant to paragraph 6 of this Agreement
shall survive such termination.

     8. Life Insurance.  Executive  agrees that Employer shall have the right to
continue  to  maintain   key-person  life  insurance  on  Executive's  life,  at
Employer's  sole  expense  and with  Employer as the sole  beneficiary  thereof.
Executive  shall cooperate fully with Employer in obtaining such life insurance,
sign any necessary  consents,  applications and other related forms or documents
and  take  any  required  medical   examinations.   Employer  agrees  that  upon
termination of Executive's employment for any reason whatsoever,  Employer shall
transfer  ownership of any such insurance policies to Executive upon Executive's
payment to Employer of the accumulated cash value of such policies,  if any, and
a pro rata portion of any prepaid premiums.

     9.  Indemnification.  Employer  agrees to indemnify  Executive and hold him
harmless  for the  consequences  of all acts and  decisions  made by him in good
faith while performing services for Employer. Employer shall use Employer's best
efforts to obtain coverage for Executive under any insurance policy now in force
or hereafter  obtained during the Term of this Agreement,  covering the officers
and directors of Employer against lawsuits. Employer agrees to pay all expenses,

                                                   
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including  attorneys' fees and disbursements,  actually and necessarily incurred
by  Executive  in  connection  with  the  defense  of any such  action,  suit or
proceeding,  and in connection with any related appeals,  and also shall pay the
cost of any resulting judgments or settlements.

     10.  Reimbursement of Expenses.  In the event of any claims,  litigation or
other legal  proceedings that Executive  institutes to enforce his rights under,
or to recover damages for breach of this Agreement,  or Executive is involved in
any  litigation  or other  legal  proceeding  to  defend  the  validity  of this
Agreement,  Executive  shall be reimbursed  by Employer  within thirty (30) days
after  delivery to Employer of statements for the costs incurred by Executive in
connection  with  the  analysis,  defense  and  prosecution  thereof,  including
reasonable attorneys' fees and expenses; provided, however, that Executive shall
reimburse  Employer for all such costs if it is determined  by a  non-appealable
final  decision of a court of law that  Executive  shall have acted in bad faith
with the intent to cause material damage to Employer in connection with any such
claim, litigation or proceeding.

     11. Assignment. This Agreement is a personal contract and Executive may not
sell, transfer or assign his rights,  interests and obligations  hereunder.  Any
assignment  contrary  to this  paragraph  shall be null and void of no force and
effect.  The rights and obligations of Employer  hereunder shall be binding upon
and run in favor of the successors and assigns of Employer.  In the event of any
attempted  assignment or transfer of rights hereunder contrary to the provisions
hereof, Employer shall have no further liability for payments hereunder.

     12.  Entire  Understanding;  Governing  Law.  This  Agreement and the Stock
Option Agreement executed simultaneously herewith represent the entire agreement
and understanding  between the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings.  This Agreement shall be
governed by, and  construed in  accordance  with,  the internal laws of New York
(without regard to principles of conflicts of law).



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     13. Modification.  This Agreement may not be amended,  modified,  canceled,
discharged,  extended or changed except by an agreement in writing signed by the
party   against  whom   enforcement   of  any  such   amendment,   modification,
cancellation, discharge, extension or change is sought.

     14.  Headings.  Paragraph  headings  contained  in this  Agreement  are for
convenience  of  reference  only  and  shall  not be  considered  a part of this
Agreement.

     15. Severability.  If any provision or if any part of any provision of this
Agreement is found to be unenforceable,  illegal or contrary to public policy by
a court of competent  jurisdiction,  the parties agree that this Agreement shall
remain in full force and effect  except for such  provision  or part of any such
provision held to be unenforceable.

     16.  Notices.  Any notices or other  communications  required or  permitted
hereunder  shall be in writing and shall be deemed  effective  when delivered in
person, by overnight courier (e.g.,  FedEx), or by registered or certified mail,
return receipt  requested,  in all cases the notice shall be deemed effective on
the date of receipt,  addressed to Executive  at  Executive's  then current home
address and, in the case of Employer,  addressed to Employer at its offices,  99
Woodbury Road,  Hicksville,  New York 11801. Either party may change the address
to which  notices are to be addressed by notice in writing given to the other in
accordance with the terms hereof.

     17.   Counterparts.   This  Agreement  may  be  signed  in  any  number  of
counterparts,  each of  which  shall be an  original,  and all of  which,  taken
together, shall constitute one instrument.



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     IN WITNESS  WHEREOF,  Employer has by its  appropriate  officer signed this
Agreement and  Executive has signed this  Agreement as of the day and year first
above written.

                                             /s/ Mark Weinreb
                                             __________________________________
                                                     MARK WEINREB


                                             BIG CITY BAGELS, INC.


                                           /s/ Howard J. Fein
                                       By:_____________________________________
                                          Howard J. Fein
                                          Chief Financial Officer and 
                                          Assistant Secretary

                                          
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