NEW WORLD RESTAURANT GROUP INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>e70573.txt
<TEXT>



                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as
of June 17, 2002 (the  "Signing  Date") and  effective as of January 1, 2002, by
and  between  NEW  WORLD  RESTAURANT   GROUP,   INC.,  a  Delaware   corporation
("Corporation"), and ANTHONY WEDO ("Executive").

                                    RECITALS

A.       Executive and Corporation previously entered into an employment
         agreement (the "Prior Agreement") effective July 16, 2001.

B.       Executive and Corporation desire to amend and restate the Prior
         Agreement.

C.       Upon the  Signing  Date,  effective  as of January 1, 2002,  Executive
         and Corporation  hereby agree that the terms of this Agreement shall
         supercede, in their entirety, the terms of the Prior Agreement.

D.       Executive and  Corporation  further agree that this Agreement  shall
         govern,  in all respects,  the terms of the employment of Executive by
         Corporation.

E.       Executive is currently the Chairman and Chief Executive Officer of
         Corporation.

F.       Corporation  agrees to continue to employ  Executive and  Executive
         agrees to continue in the employ of  Corporation,  on the
         terms and subject to the conditions set forth in this Agreement.

                                    AGREEMENT

1.    Duties.  During  the Term of this  Agreement,  Executive  agrees  to be
employed by  Corporation as its Chairman of its Board of Directors and its Chief
Executive Officer,  and Corporation agrees to employ Executive in such capacity.
Executive shall devote substantially all of his business time, energy, and skill
to the affairs of Corporation.  Executive shall have such duties,  authority and
responsibilities   generally   commensurate  with  the  duties,   authority  and
responsibilities  of a Chairman of the Board of  Directors  and Chief  Executive
Officer of a public  company.  Executive shall report to the Board of Directors.
Executive shall be based in Corporation's  principal East Coast office and shall
engage in all business  travel related to his duties as required by the Board of
Directors,  including travel to Golden,  Colorado. The Corporation shall pay all
reasonable   business   expenses  incurred  by  Executive   including,   without
limitation,  all travel,  lodging and  automobile  expenses in  connection  with
duties performed by Executive in Golden, Colorado.

2.       Term of Employment.

2.1      Definitions.  For purposes of this Agreement the following terms shall
         have the following meanings:

(a)      "Change in Control" shall mean any of the following events:

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          (i) Any person or group (as such terms are defined in Section 13(d)(3)
     of the  Securities  Exchange Act of 1934, as amended) has become the holder
     of more than 40 percent of the outstanding  shares of Corporation  entitled
     to vote for the election of directors (calculated on a fully diluted basis,
     including,  without  limitation,  all  options,  warrants  and  convertible
     securities),  other than persons ("Excluded Persons") excluded by the Board
     of Directors from the provisions of Corporation's Rights Agreement, such as
     the holders of Corporation's Series F Preferred Stock and related warrants;

          (ii) as a result  of or in  connection  with any  cash  tender  offer,
     merger or other business combination, sale of assets or contested election,
     restructuring  or  combination  of  the  foregoing,  the  persons  who  are
     directors of Corporation  as of the date of this  Agreement  shall cease to
     constitute a majority of the Board;

          (iii) the stockholders of Corporation  approve a definitive  agreement
     (i) to merge or consolidate Corporation with or into another corporation in
     which the holders of  Corporation's  Common  Stock and warrants to purchase
     Common Stock  immediately  before such merger or  reorganization  will not,
     immediately  following such merger or reorganization,  hold as a group on a
     fully  diluted  basis both the  ability to elect at least a majority of the
     board of directors of the surviving  corporation and at least a majority in
     value of the surviving corporation's outstanding equity securities, or (ii)
     to sell or otherwise  dispose of all or substantially  all of the assets of
     Corporation;

          (iv) the closing of a transaction or series of  transactions  in which
     more  than 50% of the  voting  power  of  Corporation,  including  for such
     purpose  warrants to purchase Common Stock, is transferred to persons other
     than Excluded Persons;

          (v) an Offer is consummated;

          (vi) a  resolution  of the Board is passed  authorizing  the filing or
     acquiescence  to the filing of a petition  for or against  the  Corporation
     under Title 11 of the United States Code; or

          (vii)  the   stockholders  of  the  Corporation   approve  a  plan  of
     liquidation or dissolution of the Company.

     (b)  "Offer"  shall  mean a tender  offer or  exchange  offer for shares of
Corporation's  Common Stock where the offeror  acquires  more than 40 percent of
the outstanding  shares of  Corporation's  Common Stock and warrants to purchase
Common Stock of Corporation.

     (c)  "Termination  For Cause"  shall mean  termination  by  Corporation  of
Executive's   employment  by  Corporation  by  reason  of  Executive's   willful
dishonesty  towards or fraud upon the  Corporation  or by reason of  Executive's
willful material breach of this Agreement.

     (d)   "Termination   Other  Than  for  Cause"  shall  mean  termination  by
Corporation of Executive's  employment by Corporation  (other than a Termination
For Cause) and shall include

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constructive  termination  of  Executive's  employment by reason of (i) material
breach  of  this  Agreement  by  Corporation  or  (ii)  material  diminution  of
Executive's  duties,   authority  or  responsibilities  as  Chairman  and  Chief
Executive  Officer or (iii) Executive's  resignation  within 30 days following a
Change in Control or (iv) notice by  Corporation  of  non-renewal  under Section
2.2.

     (e)  "Voluntary   Termination"  shall  mean  termination  by  Executive  of
Executive's employment by Corporation other than (i) a constructive  termination
described in subsection  2.1(d),  and (ii)  termination by reason of Executive's
death or disability as described in Sections 2.5 and 2.6.

     (f) "Voluntary  Termination With Notice" shall mean a Voluntary Termination
that has been preceded by written  notice  delivered by Executive to Corporation
no later than 60 days (or such shorter period as the parties may agree) prior to
such Voluntary Termination.

     2.2 Term. The term of employment of Executive by Corporation  shall be from
January  1,  2002  through  December  31,  2004  (the  "Initial  Term"),  unless
terminated  earlier  pursuant to this Section 2; and thereafter,  the term shall
automatically renew for successive  one-year periods,  unless terminated earlier
pursuant to this Section 2,  commencing  each January 1, unless  Corporation  or
Executive,  as the case may be, gives written  notice to the other of its or his
desire not to renew such term,  which notice must be given no later than 90 days
prior to the end of the initial  Term or any such  renewal  period (the  Initial
Term and such renewal periods, the "Term").

     2.3  Termination  For  Cause.  Termination  For  Cause may be  effected  by
Corporation  at any time during the Term of this Agreement and shall be effected
by written  notification to Executive.  Termination For Cause shall be effective
immediately upon such written notification; provided, however, that if the basis
for the  Termination  For Cause is a willful  material breach of this Agreement,
Executive  shall have a period of sixty (60) days from  receipt of such  written
notification  to cure the breach,  unless the breach is of a type that cannot be
cured.  Upon  Termination  For Cause,  Executive  immediately  shall be paid all
accrued  salary,  bonus  compensation  to the  extent  earned,  vested  deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
Corporation  in  which  Executive  is  a  participant  to  the  full  extent  of
Executive's  rights under such plans,  accrued  vacation pay and any appropriate
business expenses incurred by Executive in connection with his duties hereunder,
all to the date of  termination,  but  Executive  shall  not be paid  any  other
compensation  or  reimbursement  of any  kind,  including,  without  limitation,
severance compensation.

     2.4 Termination Other Than For Cause. Notwithstanding anything else in this
Agreement, Corporation may effect a Termination Other Than For Cause at any time
upon giving notice to Executive of such termination.  Upon any Termination Other
Than For Cause,  Executive shall  immediately be paid all accrued salary,  bonus
compensation  to the extent earned (it being  understood that for the purpose of
this Section 2.4, a bonus equal to $187,500 shall be deemed earned for the first
12 months of Executive's employment by Corporation under the Prior Agreement and
this Agreement), vested deferred compensation (other than pension plan or profit
sharing  plan  benefits  which will be paid in  accordance  with the  applicable
plan),  any


<PAGE>



benefits under any plans of  Corporation in which  Executive is a participant to
the full extent of Executive's rights under such plans, accrued vacation pay and
any appropriate  business  expenses incurred by Executive in connection with his
duties hereunder, all to the date of termination, and the severance compensation
provided in Section 4.1, but no other compensation or reimbursement of any kind.
In  addition,  vesting of the Option (as  defined in Section  3.4 below) will be
recomputed  based  on  16.67%  vesting  after  each six (6)  months  of the Term
("Accelerated Vesting").

     2.5  Termination  by  Reason of  Disability.  If,  during  the Term of this
Agreement,  Executive,  in the reasonable  judgment of the Board of Directors of
Corporation, has failed to perform his duties under this Agreement on account of
illness  or  physical  or mental  incapacity,  and such  illness  or  incapacity
continues  for a period of six (6)  months or more,  Corporation  shall have the
right to terminate  Executive's  employment hereunder by written notification to
Executive and payment to Executive of all accrued salary,  bonus compensation to
the extent  earned,  vested  deferred  compensation  (other than pension plan or
profit  sharing  plan  benefits  which  will  be  paid in  accordance  with  the
applicable plan), any benefits under any plans of Corporation in which Executive
is a  participant  to the full extent of  Executive's  rights  under such plans,
accrued vacation pay and any appropriate business expenses incurred by Executive
in connection with his duties hereunder, all to the date of termination. In such
event,  Corporation  shall pay Executive  fifty (50%) percent of his Base Salary
for the first six months after such  termination  (less any amounts  received by
Executive under insurance  policies carried by Corporation).  Executive shall be
entitled to continued  participation in all of  Corporation's  benefit plans (to
the  extent  permitted  by law or under the  terms of such  plans)  during  such
six-month  period.  In addition,  Executive's  stock options will be entitled to
Accelerated Vesting.

     2.6  Death.  In the  event of  Executive's  death  during  the Term of this
Agreement,  Executive's  employment shall be deemed to have terminated as of the
last day of the month during which his death occurs and Corporation shall pay to
his estate all accrued salary,  bonus compensation to the extent earned,  vested
deferred  compensation  (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable  plan),  any benefits under
any plans of Corporation in which  Executive is a participant to the full extent
of Executive's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by Executive in connection with his duties hereunder,
all to the date of termination.  In addition,  Executive's stock options will be
entitled to Accelerated Vesting.

     2.7  Voluntary  Termination.  In  the  event  of a  Voluntary  Termination,
Corporation shall immediately pay all accrued salary,  bonus compensation to the
extent earned,  vested deferred  compensation (other than pension plan or profit
sharing  plan  benefits  which will be paid in  accordance  with the  applicable
plan),  any  benefits  under any plans of  Corporation  in which  Executive is a
participant to the full extent of Executive's  rights under such plans,  accrued
vacation  pay and any  appropriate  business  expenses  incurred by Executive in
connection with his duties  hereunder,  all to the date of  termination,  but no
other compensation or reimbursement of any kind, including,  without limitation,
severance compensation.

     2.8  Voluntary  Termination  With  Notice.  In  the  event  of a  Voluntary
Termination With Notice, Corporation shall pay to Executive all amounts to which
Executive is entitled under


<PAGE>


Section  2.7,  and shall  continue to pay  Executive  his Base Salary  until the
earlier of (i) 60 days following such Voluntary  Termination With Notice or (ii)
the end of the then-current Term.

     2.9 Resignation. Upon a termination of Executive's employment hereunder for
any reason,  Executive,  with no further action on his part,  shall be deemed to
have resigned from all of his offices with Corporation, his seat on the Board of
Directors and any such positions with any  subsidiaries of  Corporation,  and he
shall return all property of Corporation in his possession.

     3.  Salary, Benefits and Bonus Compensation.

     3.1 Base Salary. As payment for the services to be rendered by Executive as
provided  in  Section 1 and  subject to the terms and  conditions  of Section 2,
Corporation  agrees to pay to Executive a Base Salary payable in equal bi-weekly
installments at the rate of Five Hundred Sixty Five Thousand Dollars  ($565,000)
per annum. The Base Salary is retroactive to January 1, 2002 and any incremental
salary due from January 1, 2002 through the Signing Date shall be paid in a lump
sum to Executive upon signing. At the beginning of each calendar year during the
Term,  commencing  January 1, 2003,  the Base Salary  shall be subject to annual
review by the Board of  Directors,  at the  recommendation  of the  Compensation
Committee, and may be increased, but shall in no event be decreased.

     3.2 Bonuses.  (a) Executive  shall receive a bonus (a "Bonus") of up to One
Hundred (100%) percent of the Base Salary for each calendar year during the Term
of this Agreement. The amount of the Bonus shall be determined in the manner set
forth on Schedule 3.2. Notwithstanding the foregoing,  Executive shall receive a
guaranteed bonus (a "Guaranteed Bonus") of $187,500 for the period July 16, 2001
to July 31, 2002,  payable $46,875 on October 31, 2001,  January 31, 2002, April
30, 2002 and July 31, 2002. The Guaranteed Bonus shall be deemed a prepayment of
the Bonus  described in the  preceding  portion of this Section 3.2 and shall be
credited as follows:  (i) the guaranteed  bonus payment due on July 31, 2002 and
the guaranteed bonus payment previously made on April 30, 2002 shall be credited
against the 2002 Bonus,  and (ii) the guaranteed  bonus payments made on October
31, 2001 and January  31,  2002 shall be  credited  against the bonus  earned by
Executive in 2001.  (b) In addition,  Executive  shall be entitled to a one-time
bonus of Two Hundred Fifty Thousand Dollars  ($250,000) upon the consummation by
Corporation,  during the Term, of an equity offering  generating at least Twenty
Five Million Dollars  ($25,000,000)  of net proceeds to  Corporation;  provided,
however,  that if the equity  offering  generates at least Fifty Million Dollars
($50,000,000)  of net proceeds,  Executive shall be entitled to a one-time bonus
of Five Hundred Thousand Dollars ($500,000).

     3.3  Benefits.  During  the  term of this  Agreement,  Executive  shall  be
eligible  to  participate  in  such  of   Corporation's   benefit  and  deferred
compensation  plans  as are now  generally  available  or later  made  generally
available to executives of Corporation,  including,  without limitation,  profit
sharing, medical, dental, health, annual physical examination,  life, disability
insurance,  financial  planning  plans,  supplemental  retirement  programs  and
vacation (but excluding  stock options,  except as set forth in Section 3.4). In
addition,  Executive  shall be entitled to receive an  automobile  allowance  of
$18,000  per  year  payable  in  equal  monthly  installments  (but  no  mileage
reimbursement),  for a leased  automobile which is maintained in or near Golden,
Colorado  during  the time  period in which  Executive  performs  his  duties in
Golden,  Colorado,  and  reimbursement  for  business and travel  expenses  upon
reasonable accounting


<PAGE>


therefor.  Without  limiting the foregoing,  Executive shall be entitled to four
(4) weeks paid vacation per year  (Executive may elect to receive payment for up
to two (2) weeks per year not taken).  In addition,  Executive shall be entitled
to  term  life  insurance  equal  to two  (2)  times  his  Base  Salary  and the
Corporation shall maintain the existing (or substantially  equivalent) directors
and officers  liability  insurance policy during the Term.  Corporation will pay
for (a) an apartment  for  Executive  in Golden,  Colorado,  and (b)  reasonable
travel expenses,  including cell phone expenses, to Golden, Colorado, during the
Term of this Agreement.

     3.4 Options.  The parties acknowledge and agree that any options granted or
to be granted to Executive  under the Prior  Agreement shall be cancelled and of
no  further  force or  effect.  Options  shall be  granted  to  Executive  under
Corporation's  option  plan,  to be set forth in a  separate  Option  Agreement,
exercisable  at the closing  price of the common stock on May 10, 2002 ($.26 per
share,  the "Exercise  Price"),  for a number of shares of common stock equal to
six (6%) percent (the "Option") of the outstanding  common stock  (including the
common stock  issuable under  outstanding  options and warrants with an exercise
price of $3.00 per share or less ("Fully  Diluted  Common  Stock") as of May 10,
2002,  subject  to  approval  by  Corporation's  stockholders  of any  necessary
increase in the number of shares reserved for issuance pursuant to Corporation's
option plan.  The option will vest in one-third  increments  on each of December
31, 2002, December 31, 2003 and December 31, 2004.

     4. Severance Compensation and Death Benefits

     4.1  Severance  Compensation.   In  the  event  Executive's  employment  is
terminated in a Termination Other Than For Cause, (i) Executive shall be paid as
severance  compensation  an amount equal to one (1) times his annual Base Salary
(at the rate payable at the time of such  termination)  on a bi-weekly basis and
(ii) Corporation shall continue to provide at Corporation's expense for a period
of twelve months from the date of  termination  the benefits then being provided
to  Executive  at the time of such  termination.  The  amount of any  payment or
benefit  provided  for  in  this  Section  4.1  shall  not  be  reduced  by  any
compensation  earned by Executive as the result of  employment  or engagement by
another person, by retirement benefits,  by offset against any amount claimed to
be owed by Executive to Corporation or otherwise.

     4.2 No Severance  Compensation  Upon Other  Termination.  In the event of a
Voluntary Termination or Termination For Cause, neither Executive nor his estate
shall be paid any severance compensation.

     5. Covenant Not to Compete or Solicit

     5.1  Non-Competition.  From the date  hereof  and  until  the  first  (1st)
anniversary of a Termination for Cause or a Voluntary  Termination  (including a
Voluntary Termination With Notice),  Executive shall not directly or indirectly,
without the prior written consent of Corporation,  engage anywhere in the United
States in (whether as an employee, consultant,  proprietor, partner, director or
otherwise),  or have any  ownership  interest  in (except for  ownership  of ten
percent (10%) or less of any outstanding entity whose securities are listed on a
national  securities  exchange),  or participate  in the  financing,  operation,
management  or  control  of,  any firm,  corporation  or  business  (other  than
Corporation)  that engages in the marketing or


<PAGE>


sale of bagels and/or fast casual sandwiches as one of its principal businesses.
The  provision  of this  Section  5.1  shall not  apply to a  termination  under
Sections 2.4, 2.5 or 2.6 hereof.

     5.2 Separate Covenants.  The covenants contained in Section 5.1 above shall
be construed as a series of separate  covenants,  one for each county,  city and
state of the United States.  Except for geographic coverage,  each such separate
covenant  shall be identical in terms to the covenant  contained in Section 5.1.
If in any judicial  proceeding,  a court refuses to enforce any of such separate
covenants (or any part thereof), then such unenforceable covenant (or such part)
shall be eliminated  from this  Agreement to the extent  necessary to permit the
remaining separate covenants (or portions thereof) to be enforced.  In the event
that the provisions of this Section 5 are deemed to exceed the time,  geographic
or scope limitations  permitted by applicable law, then such provisions shall be
reformed to the maximum time,  geographic or scope limitations,  as the case may
be, permitted by applicable laws.

     5.3  Non-Disclosure  and   Non-Solicitation.   Executive  agrees  that  all
confidential and proprietary  information relating to the business or operations
of Corporation  shall be kept and treated as confidential  both during and after
the  Term  of  this  Agreement,  except  as  may  be  permitted  in  writing  by
Corporation's  Board of  Directors or as such  information  is within the public
domain or comes within the public domain without any breach of this Agreement or
if the  disclosure  of  which is  required  by court  order  or  applicable  law
(provided  Executive gives Corporation  reasonable notice thereof and a right to
oppose the same at Corporation's expense). In addition, from the date hereof and
for two years after the  termination of  Executive's  employment for any reason,
Executive shall not directly or indirectly, without the prior written consent of
Corporation,  solicit the services, or cause to be employed,  any person who was
an employee of  Corporation at the date of such  termination,  or within six (6)
months prior to such time.

     5.4 Corporation.  For the purpose of this Section 5, the term "Corporation"
includes each corporation or other entity of which Corporation owns, directly or
through  another entity,  at least 50% of the equity,  or which is controlled by
Corporation.

     6. Miscellaneous.

     6.1 Waiver.  The waiver of the breach of any  provision  of this  Agreement
shall not operate or be  construed as a waiver of any  subsequent  breach of the
same or other provision hereof.

     6.2 Entire Agreement;  Modifications.  Except as otherwise provided herein,
this  Agreement  represents  the entire  understanding  among the  parties  with
respect to the subject matter hereof, and this Agreement  supersedes any and all
prior  understandings,  agreements,  plans and negotiations,  whether written or
oral, with respect to the subject matter hereof, including,  without limitation,
any  understandings,  agreements or  obligations  respecting  any past or future
compensation,  bonuses,  reimbursements  or other  payments  to  Executive  from
Corporation. All modifications to the Agreement must be in writing and signed by
the party against whom enforcement of such modification is sought.


<PAGE>



     6.3  Notices.  All notices and other  communications  under this  Agreement
shall  be in  writing  and  shall be given by  first-class  mail,  certified  or
registered with return receipt requested,  or by recognized overnight courier to
the respective persons named below:

                  If to Corporation:

                  New World Restaurant Group, Inc.
                  246 Industrial Way West
                  Eatontown, NJ 07724
                  Attention: Board of Directors

                  With copies to:

                  New World Restaurant Group, Inc.
                  246 Industrial Way West
                  Eatontown, NJ 07724
                  Attention: General Counsel

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York 10036
                  Attention: Julie M. Allen

                  If to Executive:

                  Anthony Wedo
                  112 Montana Drive
                  Chadds Ford, PA 19317

                  With a copy to:

                  Pelino & Lentz, P.C.
                  Thirty-Second Floor
                  One Liberty Place
                  1650 Market Street
                  Philadelphia, Pennsylvania 19103
                  Attention: Salvatore M. DeBunda

Any party may change  such  party's  address  for  notices by notice  duly given
pursuant to this Section 6.4.

     6.4 Headings.  The Section  headings  herein are intended for reference and
shall not by themselves  determine the  construction or  interpretation  of this
Agreement.

     6.5  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the  laws of the  State of New  York  applicable  to  contracts
entered into and wholly to be performed within the State of New York by New York
residents.   All  claims,   disputes  and  other  matters  in  question  between
Corporation  and Executive  arising out of, or



<PAGE>



relating to this  Agreement or the breach  thereof,  shall be subject to binding
arbitration  in New York,  New York under the rules of the American  Arbitration
Association then obtaining.  Notwithstanding the foregoing, Corporation may seek
an order of a court of  competent  jurisdiction  to obtain an  injunction  for a
breach or threatened breach of Section 5 hereof by Executive.

     6.6  Severability.  Should a court or other body of competent  jurisdiction
determine  that  any  provision  of this  Agreement  is  excessive  in  scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather than
voided,  if possible,  so that it is enforceable to the maximum extent possible,
and all other provisions of this Agreement shall be deemed valid and enforceable
to the extent possible.

     6.7  Survival  of  Corporation's  Obligations.   Corporation's  obligations
hereunder  shall not be  terminated by reason of any  liquidation,  dissolution,
bankruptcy, cessation of business or similar event relating to Corporation. This
Agreement  shall  not be  terminated  by any  merger or  consolidation  or other
reorganization  of Corporation.  In the event any such merger,  consolidation or
reorganization  shall be  accomplished  by  transfer  of stock or by transfer of
assets or otherwise,  the provisions of this Agreement shall be binding upon the
surviving or resulting  corporation or person.  This Agreement  shall be binding
upon  and  inure  to  the  benefit  of  the  executors,  administrators,  heirs,
successors and assigns of the parties; provided,  however, that except as herein
expressly provided, this Agreement shall not be assignable either by Corporation
(except to an affiliate of Corporation or upon the sale of all or  substantially
all of its assets) or by Executive.

     6.8   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which taken  together  shall  constitute  one and the same
Agreement.

     6.9  Withholdings.  All  compensation  and benefits to Executive  hereunder
shall be reduced by all federal, state, local and other withholdings and similar
taxes and payments required by applicable law.

     6.10 Expenses.  Corporation will pay directly or reimburse Executive for up
to Ten Thousand  Dollars  ($10,000)  Dollars for  professional  fees incurred by
Executive in connection  with the review and  negotiation on behalf of Executive
of the Prior Agreement and this Agreement.

     6.11 Indemnification. In addition to any rights to indemnification to which
Executive is entitled to under  Corporation's  Certificate of Incorporation  and
Bylaws,  Corporation shall indemnify Executive at all times during and after the
term of this Agreement to the maximum extent  permitted under Section 145 of the
Delaware  General  Corporation  Law or any successor  provision  thereof and any
other applicable state law, and shall pay Executive's  expenses in defending any
civil or criminal  action,  suit or proceeding,  to the maximum extent permitted
under such applicable state law. This provision shall survive the termination of
this Agreement.

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


<PAGE>


                                            NEW WORLD RESTAURANT GROUP, INC.



                                            By: /s/ Max Craig
                                                ----------------------------
                                                Name/Title:  CFO


                                            EXECUTIVE


                                                /s/ Anthony Wedo
                                                ----------------------------
                                                Anthony Wedo, Individually


</TEXT>
</DOCUMENT>
