ITEM 8.01 OTHER EVENTS

As previously disclosed, on December 30, 2008, Einstein Noah Restaurant Group, Inc. filed a request with the Internal Revenue Service ("IRS") to review our methodology for determining ownership changes in accordance with Internal Revenue Code Section 382. On September 24, 2009, we received a favorable ruling from the IRS agreeing with our methodology. As a result of the favorable ruling, approximately $121.4 million of our NOL carryforwards are available, as of December 30, 2008, to be utilized against future taxable income through fiscal 2026, subject in part to annual limitations. Further, we expect that approximately $14 million of our NOL carryforwards will expire prior to utilization. The occurrence of an additional ownership change would limit our ability to utilize our NOL carryforwards and other tax attributes.