EXHIBIT 10.13


                             STOCK OPTION AGREEMENT

     AGREEMENT,  made as of the  21st  day of  August,  1998,  between  BIG CITY
BAGELS,   INC.,  a  New  York   corporation   ("Employer"),   and  MARK  WEINREB
("Executive").

     WHEREAS,  Executive  and Employer have entered into an Amended and Restated
Employment Agreement dated as of the date hereof ("Employment Agreement"); and

     WHEREAS, on August 13, 1998, the Board of Directors authorized the grant to
Executive,  pursuant to Employer's 1998 Performance Equity Plan ("Plan"),  of an
option (the  "Option") to purchase an aggregate of 100,000 of the authorized but
unissued or treasury  shares of the common  stock of  Employer,  $.001 par value
("Common  Stock"),  on the terms and  conditions set forth in this Agreement and
subject to the provisions of the Plan; and

     WHEREAS,  Executive  desires  to  acquire  said  Option  on the  terms  and
conditions set forth in this Agreement:

     IT IS AGREED:

     1. Grant of Stock Option.  Employer  hereby grants  Executive the Option to
purchase all or any part of an aggregate of 100,000  shares of Common Stock (the
"Option Shares") on the terms and conditions set forth herein and subject to the
provisions of the Plan.

     2.  Non-Qualified  Stock  Option.  The  Option  represented  hereby  is not
intended to be an Option which  qualifies as an  "Incentive  Stock Option" under
Section 422 of the Internal Revenue Code of 1986, as amended.

     3.  Exercise  Price.  The  exercise  price of the Option shall be $1.00 per
share, subject to adjustment as hereinafter provided ("Exercise Price").

     4.  Exercisability.  This Option is  exercisable,  subject to the terms and
conditions of the Plan and this  Agreement,  at any time from and after the date
hereof,  and it shall remain  exercisable  until the close of business on August
20, 2008 (the "Exercise Period").

     5. Effect of Termination of Employment.  Notwithstanding  any provision set
forth in the Plan:


                                  
                                  

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          5.1 Termination  Due to Death.  If Executive's  employment by Employer
terminates  by reason of death,  the Option  shall  remain  exercisable  and may
thereafter  be  exercised  by the legal  representative  of the estate or by the
legatee of Executive  under the will of Executive  until the  expiration  of the
Exercise Period.

          5.2  Termination  Due to  Disability.  If  Executive's  employment  by
Employer  terminates by reason of "Disability" as defined in Section 7(c) of the
Employment Agreement,  the Option shall remain exercisable and may thereafter be
exercised by  Executive  or legal  representative  until the  expiration  of the
Exercise Period.

          5.3 Termination by Executive for Good Reason. If Executive  terminates
his  employment  for "Good  Reason" as such term is defined in Section  7(e) the
Employment  Agreement,  then the Option may be exercised until the expiration of
the Exercise Period.

          5.4  Termination by Employer For Cause.  If Executive's  employment is
terminated by Employer for "Cause" as defined in Section 7(b) of the  Employment
Agreement,  then  the  Option  shall  expire  on  the  date  of  termination  of
employment.

          5.5 Other Termination. If Executive's employment is terminated for any
reason other than as set forth in Sections 5.1, 5.2, 5.3 or 5.4, then the Option
may be exercised until the expiration of the Exercise Period.

     6.  Withholding  Tax.  Not later than the date as of which an amount  first
must be  included  in the gross  income of  Executive  for  federal  income  tax
purposes  with  respect  to the  Option,  Executive  may be  required  to pay to
Employer,  or make arrangements  satisfactory to Employer  regarding the payment
of,  any  federal,  state  and  local  taxes of any kind  required  by law to be
withheld or paid with respect to such amount.  The obligations of Employer under
the Plan and pursuant to this Agreement shall be conditional  upon such payments
or arrangements  with Employer,  if such payments or arrangements  are required,
and Employer shall, to the extent permitted by law, have the right to deduct any
such  taxes  from  any  payment  of any kind  otherwise  due to  Executive  from
Employer.



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     7. Adjustments.

          7.1 In the event of a stock  split,  stock  dividend,  combination  of
shares,  or any other similar change in the Common Stock of Employer as a whole,
the  Board  of  Directors  of  Employer  shall  make  equitable,   proportionate
adjustments  in the number  and kind of shares  covered by the Option and in the
Exercise Price hereunder.

          7.2 In the  event of any  reclassification  or  reorganization  of the
outstanding  shares of Common  Stock other than a change  covered by Section 7.1
hereof or which solely affects the par value of such shares of Common Stock,  or
in the case of any merger or  consolidation  of  Employer  with or into  another
corporation  (other  than a  consolidation  or merger in which  Employer  is the
continuing  corporation  and which  does not result in any  reclassification  or
reorganization of the outstanding shares of Common Stock),  Executive shall have
the right  thereafter  (until the  expiration  of the right of  exercise of this
Option) to receive  upon the  exercise  hereof  after such  event,  for the same
aggregate Exercise Price payable hereunder  immediately prior to such event, the
kind and amount of shares of stock or other  securities  or property  (including
cash)  receivable  upon  such   reclassification,   reorganization,   merger  or
consolidation  by a holder of the number of shares of Common  Stock of  Employer
obtainable  upon exercise of this Option  immediately  prior to such event.  The
provisions   of  this   Section  7.2  shall   similarly   apply  to   successive
reclassifications,  reorganizations,  mergers or consolidations,  sales or other
transfers.

     8. Method of Exercise.

          8.1 Notice to  Employer.  The Option shall be exercised in whole or in
part by written  notice in the form  attached  hereto as  Exhibit A directed  to
Employer at its  principal  place of  business  accompanied  by full  payment as
hereinafter  provided  of the  Exercise  Price for the  number of Option  Shares
specified in the notice.

          8.2 Delivery of Option  Shares.  Employer  shall deliver a certificate
for  the  Option  Shares  to  Executive  as soon as  practicable  after  payment
therefor, but in any event not more than ten business days thereafter.

          8.3 Payment of Purchase Price.

               8.3.1 Cash  Payment.  Executive  shall make cash payments by wire
transfer, certified or bank check or personal check, in each case payable to the



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order of Employer,  Employer shall not be required to deliver  certificates  for
Option  Shares until  Employer has  confirmed  the receipt of good and available
funds in payment of the purchase price thereof.

               8.3.2 Stock Payment. At Executive's election,  Executive shall be
permitted to use Common Stock of Employer owned by him to pay the purchase price
for the Option Shares (and any required  withholding taxes) by delivery of stock
certificates  in negotiable  form which are effective to transfer good and valid
title thereto to Employer,  free of any liens or encumbrances.  Shares of Common
Stock used for this purpose shall be valued at the Fair Market Value, as defined
below,  on the second  trading  day  immediately  preceding  the date  notice is
delivered by Executive pursuant to Section 8.1.

               8.3.3 Fair Market Value.  "Fair Market Value",  unless  otherwise
required by any  applicable  provision of the Internal  Revenue Code of 1986, as
amended, or any regulations issued thereunder,  means, as of any given date: (i)
if the Common Stock is listed on a national securities exchange or quoted on the
Nasdaq  National Market or Nasdaq  SmallCap  Market,  the last sale price of the
Common Stock in the  principal  trading  market for the Common Stock on the last
trading day  preceding the date of exercise in  accordance  with Section  8.3.2,
above,  as reported by the  exchange or Nasdaq,  as the case may be; (ii) if the
Common  Stock is not listed on a national  securities  exchange or quoted on the
Nasdaq  National  Market  or  Nasdaq  SmallCap  Market,  but  is  traded  in the
over-the-counter  market, the closing bid price for the Common Stock on the last
trading day  preceding the date of exercise in  accordance  with Section  8.3.2,
above, as reported by the OTC Bulletin Board or the National  Quotation  Bureau,
Incorporated  or similar  publisher  of such  quotations;  and (iii) if the fair
market value of the Common Stock cannot be determined  pursuant to clause (i) or
(ii) above, such price as Employer shall determine, in good faith.

               8.3.4 Cashless Exercise. At Executive's election, Executive shall
be  permitted  to convert  this  Option,  in whole or part,  into  Common  Stock
("Conversion Right") as follows: Upon exercise of the Conversion Right, Employer
shall deliver to Executive  (without payment by Executive of any of the Exercise
Price) that number of shares of Common Stock equal to the  quotient  obtained by
dividing  (i) the "Value" (as defined  below) of the portion of the Option being
converted on the second  trading day  immediately  preceding  the date notice is
delivered by Executive  pursuant to Section 8.1  ("Valuation  Date") by (ii) the
"Market  Price" (as defined  above) on the  Valuation  Date.  The "Value" of the
portion of the Option being  converted  shall equal the  remainder  derived from
subtracting (a) the Exercise Price  multiplied by the number of shares of Common
Stock  underlying the portion of the Option being  converted from (b) the Market
Price of the Common  Stock  multiplied  by the number of shares of Common  Stock
underlying the portion of the Option being converted.



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     9.  Nonassignability.  The Option shall not be assignable or  transferable,
without  the consent of  Employer,  except by will or by the laws of descent and
distribution  in the event of the death of Executive.  No transfer of the Option
by  Executive  by will or by the  laws of  descent  and  distribution  shall  be
effective  to bind  Employer  unless  Employer  shall have been  furnished  with
written  notice  thereof and a copy of the will  and/or  such other  evidence as
Employer may deem  necessary  to establish  the validity of the transfer and the
acceptance by the  transferee or  transferees of the terms and conditions of the
Option.

     10. Form S-8  Registration.  If upon termination of Executive's  employment
for any  reason  other  than for  "Cause"  as  defined  in  Section  6(b) of the
Employment  Agreement,  (i) the Option  Shares  have been  registered  under the
Securities Act of 1933, as amended ("Act") pursuant to a registration  statement
on Form S-8 (or  other  available  Form)  and  Employer  has made  available  to
Executive a current prospectus  relating thereto,  then Employer shall take such
action as is  necessary  to  maintain  the  effectiveness  of such  registration
statement and a current  prospectus  relating  thereto as long as any portion of
the  Option  remains  exercisable,  or (ii) the Option  Shares  have not been so
registered or a current prospectus  relating thereto not maintained,  then, upon
written  demand of Executive or his legal  representative  delivered at any time
while any portion of the Option remains exercisable, Employer, within forty-five
days after such demand has been given,  shall  register the Option  Shares under
the Act on Form  S-8 and  make  available  to  Executive  a  current  prospectus
relating  thereto,  and  Employer  shall  maintain  the  effectiveness  of  such
registration  statement and a current prospectus relating thereto as long as any
portion of the Option remains exercisable.

     11. Employer  Representations.  Employer hereby  represents and warrants to
Executive that:

          (i)  Employer,  by  appropriate  and  all  required  action,  is  duly
     authorized  to  enter  into  this  Agreement  and  consummate  all  of  the
     transactions contemplated hereunder; and

          (ii) the Option  Shares,  when  issued and  delivered  by  Employer to
     Executive in accordance with the terms and conditions hereof,  will be duly
     and validly issued and fully paid and non-assessable.

     12. Executive Representations.  Executive hereby represents and warrants to
Employer that:

          (i) he is acquiring the Option and, unless the Option Shares have been
     registered  under the Act, he shall acquire the Option Shares,  for his own
     account and not with a view towards the distribution thereof;


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          (ii) he has received a copy of the Plan as in effect as of the date of
     this Agreement;

          (iii) he has received a copy of all reports and documents  required to
     be filed by  Employer  with the  Commission  pursuant to the  Exchange  Act
     within  the last 12  months  and all  reports  issued  by  Employer  to its
     shareholders;

          (iv) he  understands  that  he  must  bear  the  economic  risk of the
     investment  in the Option  Shares,  which cannot be sold by him unless they
     are  registered  under  the  Act or an  exemption  therefrom  is  available
     thereunder;

          (v) in his position with Employer,  he has had both the opportunity to
     ask  questions  and receive  answers  from the  officers  and  directors of
     Employer  and all  persons  acting on its behalf  concerning  the terms and
     conditions  of the  offer  made  hereunder  and to  obtain  any  additional
     information  to  the  extent   Employer   possesses  or  may  possess  such
     information  or can  acquire  it  without  unreasonable  effort or  expense
     necessary to verify the accuracy of the  information  obtained  pursuant to
     clause (iii) above; and

          (vi) he is aware that, in the absence of registration under the Act or
     his ability to sell the Option Shares  pursuant to Rule 144(k)  promulgated
     under the Act,  Employer shall place stop transfer orders with its transfer
     agent  against  the  transfer  of the Option  Shares  and the  certificates
     evidencing the Option Shares shall bear the following legend:

               "The shares  represented by this  certificate  have been acquired
               for investment and have not been registered  under the Securities
               Act of 1933.  The  shares may not be sold or  transferred  in the
               absence of such registration or an exemption therefrom under said
               Act."


     13. Restriction on Transfer of Option Shares. Anything in this Agreement to
the contrary  notwithstanding,  Executive  hereby agrees that he shall not sell,
transfer by any means or otherwise  dispose of the Option Shares acquired by him
unless (i) they have been registered under the Act or (ii) an exemption from the
registration  requirements of the Act is available  thereunder and Executive has
furnished Employer with notice of such proposed transfer and an opinion of legal
counsel that such proposed transfer is so exempt.



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     14. Miscellaneous.

          14.1 Notices. All notices, requests, deliveries, payments, demands and
other  communications  which are  required or  permitted  to be given under this
Agreement shall be in writing and shall be either  delivered  personally or sent
by registered or certified  mail, or by private  courier to the parties at their
respective  addresses set forth herein, or to such other address as either shall
have  specified  by notice in writing to the other.  Notice shall be deemed duly
given hereunder when delivered or mailed as provided herein.

          14.2  Conflicts  with  Plan.  In the event of a conflict  between  the
provisions of the Plan and the provisions of this  Agreement,  the provisions of
this Agreement shall in all respects be controlling.

          14.3 Executive and Shareholder Rights. Executive shall not have any of
the rights of a shareholder  with respect to the Option Shares until such shares
have been issued after the due exercise of the Option. Nothing contained in this
Agreement  shall be deemed  to  confer  upon  Executive  any right to  continued
employment  with Employer or any subsidiary  thereof,  nor shall it interfere in
any way with the right of Employer to terminate  such  employment  in accordance
with the provisions  regarding such termination set forth in Executive's written
employment  agreement with Employer,  or if there exists no such  agreement,  to
terminate Executive at will.

          14.4  Waiver.  The  waiver  by any  party  hereto  of a breach  of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.

          14.5 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject  matter  hereof.  This Agreement
may not be amended except by writing executed by Executive and Employer.

          14.6 Binding  Effect;  Successors.  This Agreement  shall inure to the
benefit  of and be  binding  upon the  parties  hereto  and,  to the  extent not
prohibited   herein,   their   respective   heirs,   successors,   assigns   and
representatives. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto and as provided above,  their
respective heirs, successors,  assigns and representatives any rights, remedies,
obligations or liabilities.

          14.7 Governing Law. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of New York (without  regard to choice
of law provisions).



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          14.8 Headings.  The headings contained herein are for the sole purpose
of  convenience  of  reference,  and shall  not in any way  limit or affect  the
meaning or interpretation of any of the terms or provisions of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.

BIG CITY BAGELS, INC.             Address:       99 Woodbury Road
                                                 Hicksville, New York  11801

     /s/ Howard J. Fein
By:__________________________
      Name:  Howard J. Fein
      Title: Chief Financial Officer and
             Assistant Secretary




EXECUTIVE                         Address:      151 Bristol Drive
                                                Woodbury, New York 11797
     /s/ Mark Weinreb
______________________________
        MARK WEINREB



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                                                                      EXHIBIT A

                      FORM OF NOTICE OF EXERCISE OF OPTION

____________________
       DATE

Big City Bagels, Inc.
99 Woodbury Road
Hicksville, New York  11801

Attention:  The Board of Directors

          Re:      Purchase of Option Shares

Gentlemen:

     In accordance  with my Stock Option  Agreement dated as of August ___, 1998
with Big City Bagels, Inc. ("Employer"),  I hereby irrevocably elect to exercise
the right to purchase  _________  shares of Employer's  common stock,  par value
$.001 per share ("Common Stock").

     As  payment  for my shares,  enclosed  is (check  and  complete  applicable
box[es]):

     |_|  a [personal check] [certified check] [bank check] payable to the order
          of "Big City Bagels, Inc." in the sum of $_________;

     |_|  confirmation of wire transfer in the amount of $_____________; and/or

     |_|  a certificate for ___________  shares of Employer's Common Stock, free
          and clear of any  encumbrances,  duly  endorsed,  having a Fair Market
          Value (as such term is defined in  Section  8.3.3 of the Stock  Option
          Agreement) of $_________; and/or

     |_|  in lieu of payment of the purchase price, I elect to convert my Option
          into  shares  of  Common  Stock  pursuant  to  Section  8.3.4  of  the
          above-mentioned agreement.

     I hereby represent and warrant to, and agree with, Employer that:

          (i) I have  received a copy of the Plan and all reports and  documents
required to be filed by Employer  with the  Commission  pursuant to the Exchange
Act  within  the last 12  months  and all  reports  issued  by  Employer  to its
shareholders;

          (ii) I understand that I must bear the economic risk of the investment
in the Option  Shares,  which  cannot be sold by me unless  they are  registered
under the  Securities  Act of 1933  (the  "Act") or an  exemption  therefrom  is
available thereunder;

          (iii) in my position with Employer, I have had both the opportunity to
ask  questions  and receive  answers from the officers and directors of Employer
and all persons acting on its behalf  concerning the terms and conditions of the
offer made  hereunder  and to obtain any  additional  information  to the extent
Employer  possesses  or may possess such  information  or can acquire it without
unreasonable  effort  or  expense  necessary  to  verify  the  accuracy  of  the
information obtained pursuant to clause (i) above; and

          (iv) if the Option Shares have not been registered  under the Act, (a)
I am  acquiring  the  Option  and shall  acquire  the  Option  Shares for my own
account, for investment,  and not with a view towards the distribution  thereof,
(b) I am aware that Employer shall place stop transfer  orders with its transfer



<PAGE>

agent against the transfer of the Option  Shares unless they may be  transferred
pursuant to Rule 144(k) and (c) the  certificates  evidencing  the Option Shares
shall bear the following legend:

          "The shares  represented  by this  certificate  have been acquired for
          investment  and have not been  registered  under the Securities Act of
          1933. The shares may not be sold or transferred in the absence of such
          registration or an exemption therefrom under said Act."


Kindly forward to me my certificate at your earliest convenience.

Very truly yours,


_______________________________              _________________________________
(Signature)                                                   (Address)

_______________________________              _________________________________
(Print Name)
                                             __________________________________
                                                  (Social Security Number)



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