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                                                                    Exhibit 10.5

                           EINSTEIN/NOAH BAGEL CORP.
                                        
                            1997 STOCK OPTION PLAN
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     1.   Statement of Purpose. The purpose of this 1997 Stock Option Plan (the
"Plan") is to benefit Einstein/Noah Bagel Corp. (the "Company") by offering
certain present and future employees and officers of, and consultants to, the
Company and its subsidiaries and affiliated companies a favorable opportunity to
become holders of the common stock of the Company ("Common Stock") over a period
of years, thereby giving them a long-term stake in the growth and prosperity of
the Company and encouraging the continuance of their involvement with the
Company.

     2.   Administration. The Plan shall be administered (i) with respect to
individuals who receive options under the Plan and who are or become subject to
the reporting requirements and short-swing liability provisions of Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Reporting
Persons"), by a committee consisting of at least two members of the Board of
Directors of the Company (the "Board"), each of whom is a "non-employee
director" (as such term is defined under Rule 16b-3 of the Exchange Act) (the
"Reporting Persons Committee") and (ii) with respect to all individuals who
receive options under the Plan and who are not Reporting Persons, by a committee
which shall consists of at least two members of the Board (the "Stock Option
Committee"). For purposes of this Plan, references to the "Committee" shall mean
the Reporting Persons Committee, the Stock Option Committee, or both, as the
context may require.

     Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its absolute discretion, (a) to determine the persons to be
granted options under the Plan, (b) to determine the number of shares subject to
each option, (c) to determine the time or times at which options will be
granted, (d) to determine the option price of the shares subject to each option,
(e) to determine the time or times when each option becomes exercisable and the
duration of the exercise period, (f) to prescribe the form or forms of the
agreements or other instruments evidencing any options granted under the Plan,
(g) to adopt, amend and rescind such rules and regulations as, in the
Committee's opinion, may be advisable in the administration of the Plan, and (h)
to construe and interpret the Plan, the rules and regulations and the agreements
evidencing options granted under the Plan and to make all other determinations
deemed necessary or advisable for the administration of the Plan. Any decision
made or action taken in good faith by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations shall, to the extent permitted by law, be conclusive and binding
upon all optionees under the Plan and upon any person claiming under or through
such an optionee, and no director of the Company shall be liable for any such
decision made or action taken by the Committee. The Committee may obtain such
advice or assistance as it deems appropriate from persons not serving on the
Committee.
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     3.   Eligibility.  Options may be granted to employees of the Company and
its subsidiaries and affiliated companies who are employed on a full time basis,
and to officers of, and consultants to, the Company and its subsidiaries and
affiliated companies ("Eligible Persons"). The Committee may grant options to
Eligible Persons selected from time to time by the Committee. Eligible Persons
may be selected individually or by groups or categories, as determined by the
Committee in its discretion. No non-employee director of the Company shall
receive an award under the Plan.

     4.   Granting of Options. Subject to Section 10 hereof, the maximum number
of shares of Common Stock which may be issued upon exercise of options granted
under the Plan shall be 2,500,000. No option shall be granted under the Plan
subsequent to October 2, 2007. Options granted under the Plan are intended not
to be treated as incentive stock options as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

     In the event that an option expires or is terminated or canceled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a canceled option). Shares subject to
options may be made available from unissued or reacquired shares of Common
Stock.

     Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any optionee any right to be continued in the employment of
the Company, or interfere in any way with the right of the Company to terminate
his or her employment at any time.

     5.   Option Price.  The options shall be granted at an exercise price
determined by the Committee at the date of grant.

     6.   Duration of Options, Increments, and Extensions. Subject to the
provisions of Section 8, each option shall be for such term of not more than ten
years as shall be determined by the Committee at the date of the grant. Each
option shall become exercisable in such installments, at such time or times, and
may be subject to such conditions, including conditions based upon the
performance of the Company, as the Committee may in its discretion determine at
the date of grant.

     The Committee may in its discretion (i) accelerate the exercisability of
any option or (ii) at any time before the expiration or termination of an option
previously granted, extend the term of such option (including options held by
officers) for such additional period as the Committee, in its discretion, shall
determine, except that the aggregate option period with respect to any option,
including the original term of the option and any extensions thereof, shall
never exceed ten years.

     7.   Exercise of Option. As a condition to the exercise of any option, the
fair market value of the Common Stock on the date of exercise must equal or
exceed the option price of such option. An option may be exercised by giving
written notice to the Company, attention of the Secretary or such other person
or persons as the Company may from time to time designate for this purpose by
notice to the holders of outstanding options under the Plan, specifying the
number of shares to be purchased, accompanied by the full purchase price for the
shares to be 

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purchased either in cash, by check, by a promissory note in a form specified by
the Committee and payable to the Company no later than 15 business days after
the date of exercise of the option, or, if so approved by the Committee, by
shares of the Common Stock of the Company, or by a combination of these methods
of payment. For this purpose, the per share value of Common Stock of the Company
shall be the fair market value on the date of exercise. The Committee may in its
discretion permit an optionee to deliver a promissory note in a form specified
by the Committee and payable to the Company no later than the fifteenth day of
April in the year following the year of exercise of any option in payment of any
withholding tax requirements of the Company with respect to such exercise.

     8.   Termination of Relationship -- Exercise Thereafter.

          (a)  In the event the employment relationship of an optionee with the
     Company or any of its subsidiaries or affiliated companies is terminated
     for any reason other than death, permanent disability, or retirement, such
     optionee's option shall expire and all rights to purchase shares pursuant
     thereto shall terminate on the date of termination of employment, except
     that, to the extent the option is exercisable on the date of termination,
     such option may be exercised for a period of fifteen days after termination
     of employment (or until the scheduled termination of the option, if
     earlier); provided, however, that with respect to all or any portion of any
     option held by such optionee, the Committee may, in its sole discretion,
     accelerate exercisability, permit vesting to continue in accordance with
     the vesting schedule applicable to such option, or (subject to Section 6)
     permit such option to remain exercisable for a term after the fifteen-day
     period specified above, subject to such terms and conditions, if any, as
     may be determined by the Committee in its sole discretion.  Temporary
     absence from employment because of illness, vacation, approved leaves of
     absence or transfer among the Company and/or  any of its subsidiaries or
     affiliated companies shall not be considered to terminate employment or to
     interrupt continuous employment.

          (b)  In the event of termination of said employment relationship
     because of death or permanent disability (as that term is defined in
     Section 22(e)(3) of the Code, as now in effect or as subsequently amended),
     the option may be exercised in full (to the extent not previously
     exercised) without regard to the vesting schedule applicable to such
     option, by the optionee or, if he or she is not living, by his or her
     heirs, legatees, or legal representative, as the case may be, during its
     specified term prior to two years after the date of death or permanent
     disability.  In the event of termination of employment because of early,
     normal or deferred retirement under an approved retirement program of the
     Company or any of its subsidiaries or affiliated companies (or such other
     plan or arrangement as may be approved by the Committee, in its discretion,
     for this purpose), the option may be exercised by the optionee (or, if he
     or she dies after such retirement, by his or her heirs, legatees, or legal
     representative, as the case may be), to the extent that any portion thereof
     would be exercisable on the date of such retirement (or with respect to
     such greater portion as determined by the Committee), at any time during
     its specified term prior to one year after the date of such retirement.

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          (c)  Except as otherwise determined by the Committee, upon the
     termination of the relationship between the Company or one of its
     subsidiaries or affiliated companies and an optionee who is a consultant
     thereto, such optionee's options shall expire and all rights to purchase
     shares pursuant thereto shall terminate.

          (d)  Notwithstanding the foregoing provisions of this Section 8, the
     Committee may in the grant of any option make other and different
     provisions with respect to its exercise after the optionee's termination of
     relationship with the Company or any of its  subsidiaries or affiliated
     companies (as applicable).

     9.   Non-Transferability of Options.  During the lifetime of the optionee,
options shall be exercisable only by the optionee, and options shall not be
assignable or transferable by the optionee otherwise than by will or by the laws
of descent and distribution, or pursuant to a qualified domestic relations order
as defined by (a) the Code or (b) Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules or regulations
thereunder. In  addition, the Committee, in its discretion, may permit the
assignment or transfer of an option on such other terms and subject to such
other conditions as the Committee may deem necessary or appropriate or as
otherwise may be required by applicable law or regulation.

     10.  Adjustment.  The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows:  (a) in the event that the
outstanding shares of Common Stock of the Company are changed by any stock
dividend, stock split or combination of shares, the number of shares subject to
the Plan and to options granted thereunder shall be proportionately adjusted;
(b) in the event of any merger or consolidation of the Company with any other
corporation or corporations or any reorganization, liquidation or dissolution of
the Company, there shall be substituted, on an equitable basis as determined by
the Committee, for each share of Common Stock then subject to the Plan, whether
or not at the time subject to outstanding options, the number and kind of shares
of stock or other securities or property to which the holders of shares of
Common Stock of the Company will be entitled pursuant to the transaction; and
(c) in the event of any other relevant change in the capitalization of the
Company, the Board shall provide for an equitable adjustment in the number of
shares of Common Stock then subject to the Plan, whether or not then subject to
outstanding options.  In the event of any such adjustment the purchase price per
share payable upon exercise of outstanding options shall be proportionately
adjusted.

     11.  Amendment of Plan.  The Board or any authorized committee thereof may
at any time and from time to time terminate or modify or amend the Plan in any
respect.  The termination or modification or amendment of the Plan shall not,
without the consent of the optionee, impair any option previously granted.

     12.  Exchange Act Compliance.  The intent of this Plan is for transactions
hereunder involving Reporting Persons to qualify for the exemption from the
short-swing profit rules under (S)16(b) of the Exchange Act for transactions
approved by a committee of non-employee directors under Rule 16b-3(d)(1) under
the Exchange Act.  To that end, (i) any ambiguities or inconsistencies in the
construction of the Plan shall be interpreted to give effect to such intention,

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(ii) if any provision of the Plan is found not to be in compliance with such
rules, such provision shall be deemed null and void to the extent required to
permit the Plan and transactions thereunder to comply with such rules, and (iii)
if any provision of this Plan does not comply with the requirements of  such
rules, or in the event that such rules are revised or replaced, the
Reporting Persons Committee may modify this Plan in any respect necessary to
satisfy the requirements of such exemption.

     13.  Effective Date.  The Plan was adopted by the Board to be effective on
October 2, 1997.

     14.  Miscellaneous Provisions.

     (a)  No employee or other person shall have any claim or right to be
granted an option under the Plan. Determinations made by the Committee under the
Plan need not be uniform and may be made selectively among eligible individuals
under the Plan, whether or not such eligible individuals are similarly situated.

     (b)  No participant or other person shall have any right with respect to
the Plan, the Common Stock reserved for issuance under the Plan or any option,
contingent or otherwise, until all the terms, conditions and provisions of the
Plan and the option applicable to such recipient (and each person claiming under
or through him) have been met.

     (c)  No shares of Common Stock shall be issued hereunder with respect to
any option unless counsel for the Company shall be satisfied that such issuance
will be in compliance with applicable federal, state, local and foreign legal,
securities exchange and other applicable requirements.

     (d)  The Company shall have the right to deduct from any payment made under
the Plan any federal, state, local or foreign income or other taxes required by
law to be withheld with respect to such payment. It shall be a condition to the
obligation of the Company to issue Common Stock, other securities or property,
or other forms of payment, or any combination thereof, upon exercise, settlement
or payment of any option under the Plan, that the participant (or any
beneficiary or person entitled to act) pay to the Company, upon its demand, such
amount as may be required by the Company for the purpose of satisfying any
liability to withhold federal, state, local or foreign income or other taxes. If
the amount requested is not paid, the Company may refuse to issue Common Stock,
other securities or property, or other forms of payment, or any combination
thereof. Notwithstanding anything in the Plan to the contrary, the Committee
may, in its discretion, permit an eligible participant (or any beneficiary or
person entitled to act) to elect to pay a portion or all of the amount requested
by the Company for such taxes with respect to such option, at such time and in
such manner as the Committee shall deem to be appropriate (including, but not
limited to, by authorizing the Company to withhold, or agreeing to surrender to
the Company on or about the date such tax liability is determinable, Common
Stock, other securities or property, or other forms of payment, or any
combination thereof, owned by such person or a portion of such forms of payment
that would otherwise be distributed, or have been distributed, as the case may
be, pursuant to such option to such person, having a fair market value equal to
the amount of such taxes).

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     (e)  The expenses of administering the Plan shall be borne by the Company.

     (f)  By accepting any option or other benefit under the Plan, each
participant and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company or the Committee.

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