EXHIBIT 10.11

                             STOCK OPTION AGREEMENT

     AGREEMENT, made as of the 31st day of March, 1998, between BIG CITY BAGELS,
INC.,  a New York  corporation  ("Company"),  and MARK  WEINREB  ("Director"  or
"Holder").

     WHEREAS,  pursuant to the Company's 1996 Performance  Equity Plan ("Plan"),
on March 31st of each calendar  year,  each person who is then a director of the
Company is to be awarded an option (the  "Option")  to purchase an  aggregate of
10,000 of the authorized but unissued or treasury  shares of the common stock of
the Company,  $.001 par value ("Common Stock"),  on the terms and conditions set
forth in this Agreement and subject to provisions of the Plan (capitalized terms
used herein and not  otherwise  defined shall have the meanings set forth in the
Plan); and

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

     IT IS AGREED:

1. Grant of Stock  Option.  The Company  hereby  grants  Director  the Option to
purchase all or any part of an  aggregate of 10,000  shares of Common Stock (the
"Option Shares") on the terms and conditions set forth herein and subject to the
provisions of the Plan.

2. Nonincentive  Stock Option.  The Option  represented hereby is a nonqualified
stock option not intended to qualify  under any section of the Internal  Revenue
Code of 1986, as amended.

3. Exercise Price.  The exercise price of the Option shall be $0.9375 per share,
subject to adjustment as hereinafter provided.

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 March 30,
2008 (the "Exercise Period").

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

6.        Adjustments.

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

     (b)  In  the  event  of  any  reclassification  or  reorganization  of  the
          outstanding  shares of Common  Stock  other  than a change  covered by
          subsection  (a) hereof or which  solely  affects the par value of such
          shares of Common Stock, or in the case of any merger or  consolidation
          of  the  Company  with  or  into  another  corporation  (other  than a
          consolidation  or  merger  in  which  the  Company  is the  continuing
          corporation  and  which  does not  result in any  reclassification  or
          reorganization of the outstanding  shares of Common Stock), the Holder
          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 the  Company
          obtainable  upon  exercise  of this Option  immediately  prior to such
          event.  The provisions of this subsection (b) shall similarly apply to
          successive    reclassifications,     reorganizations,    mergers    or
          consolidations, sales or other transfers.


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7.   Method of Exercise.

     7.1.  Notice to the  Company.  The Option shall be exercised in whole or in
part by written notice in the form attached  hereto as Exhibit A directed to the
Company  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.

     7.2. Delivery of Option Shares. The Company shall deliver a certificate for
the Option Shares to Director as soon as practicable after payment therefor.

     7.3. Payment of Purchase Price.

     7.3.1.  Cash Payment.  Director  shall make cash payments by wire transfer,
certified or bank check or personal  check, in each case payable to the order of
the  Company;  the Company  shall not be required  to deliver  certificates  for
Option  Shares until the Company has confirmed the receipt of good and available
funds in payment of the purchase price thereof.

     7.3.2.  Cashless Payment.  The Company,  in its sole discretion,  may allow
Director  to use Common  Stock of the Company  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 the Company, 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.

     7.3.3. 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 7.3.2,  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 7.3.2, 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
the Company shall determine, in good faith.

8. Nonassignability. The Option shall not be assignable or transferable, without
the  consent  of the  Company,  except  by will or by the  laws of  descent  and
distribution in the event of the death of Director. No transfer of the Option by
Director by will or by the laws of descent and  distribution  shall be effective
to bind the Company  unless the Company shall have been  furnished  with written
notice  thereof and a copy of the will and/or such other evidence as the Company
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.

9.  Company  Representations.  The Company  hereby  represents  and  warrants to
Director that:

          (i)  the Company,  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 the Company to
               Director in accordance with the terms and conditions hereof, will
               be duly and validly issued and fully paid and non-assessable.

10. Director  Representations.  Director  hereby  represents and warrants to the
Company that:

          (i)  he is acquiring  the Option and shall  acquire the Option  Shares
               for his own account and not with a view towards the  distribution
               thereof;

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


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          (iii)he has received a copy of all reports and  documents  required to
               be  filed by the  Company  with the  Commission  pursuant  to the
               Exchange Act within the last 24 months and all reports  issued by
               the Company to its shareholders;

          (iv) he understands  that he must bear the economic risk of the invest
               ment in the  Option  Shares,  which  cannot be sold by him unless
               they are  registered  under the Securities Act of 1933 (the "1933
               Act") or an exemption therefrom is available  thereunder and that
               the Company is under no  obligation to register the Option Shares
               for sale under the 1933 Act;

          (v)  in his position with the Company, he has had both the opportunity
               to ask  questions  and  receive  answers  from the  officers  and
               directors  of the Company  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  the
               Company  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;

          (vi) he is aware that the  Company  shall place stop  transfer  orders
               with its transfer agent against the transfer of the Option Shares
               in the absence of registration under the 1933 Act or an exemption
               therefrom as provided herein; and

          (vii)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."

         (viii)the  agrees  that  he shall not  sell,  transfer  by any means or
               otherwise  dispose of the Option Shares acquired by him except in
               accordance with Company's policy, if any,  regarding the sale and
               disposition of securities  owned by employees and/or directors of
               the Company.

11.  Restriction on Transfer of Option Shares.

     (a)  Anything in this Agreement to the contrary  notwithstanding,  Director
          hereby  agrees  that he  shall  not  sell,  transfer  by any  means or
          otherwise  dispose  of the  Option  Shares  acquired  by  him  without
          registration  under the 1933 Act, or in the event that they are not so
          registered,  unless (i) an  exemption  from the 1933 Act  registration
          requirements is available thereunder,  and (ii) Director has furnished
          the Company with notice of such  proposed  transfer and the  Company's
          legal  counsel,  in its reasonable  opinion,  shall deem such proposed
          transfer to be so exempt.

     (b)  Anything in this Agreement to the contrary  notwithstanding,  Director
          hereby  agrees  that he  shall  not  sell,  transfer  by any  means or
          otherwise  dispose  of the  Option  Shares  acquired  by him except in
          accordance  with  Company's  policy,  if any,  regarding  the sale and
          disposition of securities  owned by employees  and/or directors of the
          Company.

12.  Miscellaneous.

     12.1. 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.

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

     12.3. Director and Stockholder  Rights.  Director 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  Director  any right to a  continued
directorship  position with the Company or any subsidiary thereof,  nor shall it
interfere  in  any  way  with  the  right  of  the  Company  to  terminate  such
directorship  in accordance with the provisions  regarding such  termination set
forth in the Company's  Certificate  of  Incorporation  and By-laws and/or under
applicable laws of the State of New York.

     12.4.  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.

     12.5.  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 Director and the Company.

     12.6. 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.

     12.7.  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).

     12.8.  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.


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     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

By:   ------------------------------
       Jerry Rosner, President
         and Chief Operating Officer



DIRECTOR:                              Address:


-----------------------------------            -------------------------------
           MARK WEINREB


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<PAGE>
                                                                      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 March 31, 1998
with Big City  Bagels,  Inc.  (the  "Company"),  I hereby  irrevocably  elect to
exercise the right to purchase  _________  shares of the Company'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

          |_|  with the consent of the Company,  a certificate  for  ___________
               shares  of the  Company's  Common  Stock,  free and  clear of any
               encumbrances,  duly endorsed, having a Fair Market Value (as such
               term is defined in Section  7.3.3 of the Stock Option  Agreement)
               of $_________.

     I hereby represent and warrant to, and agree with, the Company that:

          (i)  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;

          (ii) I have  received a copy of the Plan and all reports and documents
               required to be filed by the Company with the Commission  pursuant
               to the  Exchange  Act within  the last 24 months and all  reports
               issued by the Company to its shareholders;

          (iii)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
               "1933 Act") or an exemption therefrom is available thereunder and
               that the Company is under no  obligation  to register  the Option
               Shares for sale under the 1933 Act;

          (iv) I agree that I will not sell,  transfer by any means or otherwise
               dispose  of the Option  Shares  acquired  by me hereby  except in
               accordance with Company's policy, if any,  regarding the sale and
               disposition of securities  owned by employees and/or directors of
               the Company;

          (v)  in my position with the Company,  I have had both the opportunity
               to ask  questions  and  receive  answers  from the  officers  and
               directors  of the Company  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  the
               Company  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 (ii)
               above;

          (vi) I am aware that the Company shall place stop transfer orders with
               its transfer  agent  against the transfer of the Option Shares in
               the absence of  registration  under the 1933 Act or an  exemption
               therefrom as provided herein; and

          (vii)the  certificates  evidencing  the Option  Shares  shall bear the
               following legend:

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<PAGE>



               "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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