EXHIBIT 10.10

                             STOCK OPTION AGREEMENT

                 AGREEMENT,  made as of the 31st day of March, 1997, 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 $5.375 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,
2007 (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

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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.

     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.

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     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;

     (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 investment
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) he 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.


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     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.

     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



DIRECTOR:


----------------------------------
           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 March
31, 1997 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;


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     (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:
                                  "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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