As of June 11, 1997 Jerry Rosner 8 Glorieta West Irvine, California 92720 Dear Mr. Weinreb: Reference is made to the Employment Agreement, dated as of January 1, 1996, between Big City Bagels, Inc. ("Company") and you ("Employment Agreement"). The...

                                                                  Exhibit 10.3.1

                              BIG CITY BAGELS, INC.
                                00 Xxxxxxxx Xxxx
                           Xxxxxxxxxx, Xxx Xxxx 00000

                                            As of June 11, 1997

Xxxxx Xxxxxx
0 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx  00000

Dear Xx. Xxxxxxx:

                   Reference is made to the Employment Agreement, dated as of
January 1, 1996, between Big City Bagels, Inc. ("Company") and you ("Employment
Agreement"). The Employment Agreement currently provides for you to receive an
annual salary of $181,500 per annum, with 10% annual increases thereafter.
Commencing July 1, 1997, you agree that the Company may accrue and not pay
$3,500 of your salary per month through December 31, 1997. The accrued amount
will not bear interest and will not be payable until the earlier of (i) January
1, 1998 or (ii) such time as the Company has $750,000 of funds in bank accounts,
money market funds and United States Treasury Bills.

                  Please confirm your agreement to the foregoing, which shall
constitute an amendment to the Employment Agreement.

                                                 Very truly yours,

                                                 BIG CITY BAGELS, INC.



                                                 By:
                                                      --------------------------
                                                       Xxxx Xxxxxxx, Chairman

Accepted and agreed to:



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Xxxxx Xxxxxx