THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

                                                                    EXHIBIT 10.1


                              THIRD AMENDMENT TO
                        EXECUTIVE EMPLOYMENT AGREEMENT

     This third amendment to executive employment agreement (the "Amendment") is
made as of the 16 day of September, 1999, by and between Einstein/Noah Bagel
Corp., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxxx (the
"Executive").

                                   Recitals
                                   --------

     WHEREAS, Executive and the Company are parties to an executive employment
agreement dated September 11, 1998, as amended (the "Employment Agreement"); and

     WHEREAS, Executive and the Company desire to amend the Employment
Agreement.

                                   Covenants
                                   ---------

     NOW, THEREFORE, in consideration of the premises and the mutual covenants,
terms and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are specifically
acknowledged, the parties hereto hereby agree as follows:

     1.   Section 3(a) of the Employment Agreement is hereby modified by
deleting "$400,000" and substituting "$500,000" therefor.

     2.   As hereby modified, the Employment Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all respects.


                                        EINSTEIN/NOAH BAGEL CORP.

                                        By /s/ Xxxx X. Xxxxxxx
                                          ----------------------------

                                        /s/ Xxxxxx X. Xxxxxxxx
                                        ------------------------------
                                        Xxxxxx X. Xxxxxxxx