SECOND AMENDMENT TO OFFICE LEASE

      This SECOND AMENDMENT TO OFFICE LEASE (the "Amendment") is made and
entered into this 6th day of May, 1996, by and between MBL Life Assurance
Corporation ("Landlord") and Manhattan Bagel Company, Inc. ("Tenant").

      WHEREAS, Landlord and Tenant previously entered into that certain lease
(the "Original Lease") dated January 12, 1995, demising approximately 32,358
square feet of office and warehouse space as more particularly described in the
Original Lease in the building (the "Building") known as 246 Industrial Way
located at 246 Industrial Way West, Eatontown, New Jersey;

      WHEREAS, Landlord and Tenant previously entered into an amendment to lease
(the "First Amendment") dated March 6, 1995, demising an additional
approximately 4,836 square feet of office and warehouse space in the Building
(the Original Lease and the First Amendment are hereinafter collectively
referred to as the "Lease"); and

      WHEREAS, it is the desire of the Landlord and Tenant to amend the Lease;

      NOW, THEREFORE, for and in consideration of the mutual promises set forth
herein, and for other good and lawful consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, covenant and agree as follows:

      1. The following Section 27.39 shall be added to the Lease:

            A. Effective April 1, 1996, the demised premises shall be increased
from 37,194 square feet to 67,794 square feet incorporating the following unit
of space (hereinafter referred to as "Additional Expansion Area"):

            (a) 30,600 square feet located contiguous to the demised premises as
shown on the reduced floor plan attached hereto as Exhibit A.

            B. Landlord agrees to install a demising wall for the Additional
Expansion Area. Except for Landlord's obligation to install said demising wall,
Tenant hereby accepts the Additional Expansion Area in its current "as is"
condition. Tenant shall be responsible for performing any required tenant
improvement work at Tenant's sole cost and expense. Any work by Tenant shall be
subject to all of the Conditions set forth in Article 14 of the Lease and must
be in accordance with architect's specifications as shown on attached Exhibit B.

            C. Effective April 1, 1996, Tenant's Monthly Rent (as set forth in
Section 1.1(n) of the Lease) shall be as follows:

<PAGE>

            Amount Per Month      Commencing On           Ending On
            ----------------      -------------           ---------

            $24,817.97            April 7, 1996           January 31, 1997
            $25,976.25            February 1, 1997        February 28, 1997
            $26,058.86            March 1, 1997           January 31, 1999
            $27,275.06            February 1, 1999        February 28, 1999
            $27,361.82            March 1, 1999           January 31, 2001
            $28,637.54            February 1, 2001        February 28, 2001
            $28,728.63            March 1, 2001           January 31, 2003
            $30,065.59            February 1, 2003        February 28, 2003
            $30,161.24            March 1, 2003           January 31, 2005

            The Basic Monthly Rent (as set forth in Exhibit (G) Option to Extend
the Lease) shall be as follows:

            Amount Per Month      Commencing On           Ending On
            ----------------      -------------           ---------

           $31,669.30             February 1, 2005        January 31, 2006
           $33,252.77             February 1, 2006        January 31, 2007
           $34,915.41             February 1, 2007        January 31, 2008
           $36,661.18             February 1, 2008        January 31, 2009
           $38,494.23             February 1, 2009        January 31, 2010

            D. Effective April 1, 1996, Tenant's share (as set forth in Section
1.1(p) of the Lease) shall be 41.137%.

      2. Tenant agrees to install, at its own cost and expense, an electric
meter for the entire premises (67,794 square feet), which meter shall be
approved by Landlord and completely installed and paid for by Tenant no later
than June 30, 1996. Payment of all utilities shall be at the sole cost and
expense of Tenant. In the event any utility services including, but not limited
to, electric, gas, and water, are provided by Landlord to Tenant, Tenant agrees
to pay its proportionate share thereof upon submission of invoice from Landlord
to Tenant. Proportionate share for these purposes shall be a fraction, the
numerator of which is the square footage of the demised premises and the
denominator of which is the total square footage of all tenants (including
Tenant) to whom Landlord supplies the utility in question (i.e., not separately
metered to the Tenant or other tenants). In the event, however, Tenant's
business operation in the demised premises, in the sole judgment of Landlord,
uses a disproportionate amount of utility services in relation to Tenant's
proportionate share, Landlord reserves the right from time to time to employ an
engineer at Tenant's expense to analyze and apportion said utility charges among
the various tenants using the utility service(s) in question or to submeter
Tenant's consumption, (in which event the costs of the submeter(s) shall be
borne by Tenant including any required submeter(s) shall be borne by Tenant
including any required deposits). Landlord reserves the right to interpret the
provision of utilities when required by reason of accident or of repairs,
alterations or improvements. Landlord shall not be liable in damages or
otherwise for any failure to furnish or for any interruption of utilities, and
Tenant's rent and other covenants and obligations under the Lease shall be
unaffected thereby. Tenant shall be responsible


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<PAGE>

for the payment of any utility assessment, charge, deposit or connection fee
required as a result of a change in or alteration of the utility after the
commencement date of the Lease.

      3. Right of First Offer. (a) If at any time prior to March 31, 1997, the
contiguous space identified on Exhibit A as proposed automatic warehouse space,
13,200 square feet (such space being hereinafter defined as the "Offer Space")
shall become vacant and available for occupancy and Landlord elects, in its sole
discretion, to lease such Offer Space to independent, unrelated third parties,
then, except as hereinafter provided, Landlord shall notify Tenant in writing
(the "Offer Notice") that the Offer Space will be available for leasing, which
Offer Notice shall set forth the date on which the Offer Space will be available
for leasing.

      (b) Tenant may only elect to lease the entire Offer Space; Tenant may not
elect to lease a portion of the Offer Space. If Tenant shall desire to lease
such Offer Space, Tenant shall notify Landlord in writing ("Tenant's Election
Notice") within ten (10) days after receipt of the Offer Notice, as to which
date, time shall be of the essence. If Tenant delivers a Tenant's Election
Notice, then Tenant shall be irrevocably obligated to lease the Offer Space in
accordance with the provisions of this Section. If Tenant shall fail to notify
Landlord of such election within such ten (10) day period, Tenant shall be
deemed to have irrevocably waived its right to lease the Offer Space and
Landlord shall have the right to lease such Offer Space or any portion thereof
to a third party, on such terms as Landlord may elect in its sole discretion.

      (c) If Tenant elects to lease the Offer Space, then (i) the Offer Space
shall be added to and deemed part of the premises upon all of the terms and
conditions contained in this Lease except as otherwise set forth in this
Section; (ii) the Monthly Rent and Additional Rent (including, without
limitation, operating expense payments), shall be equal, on a square foot basis,
to the then current Monthly Rent and Additional Rent for the premises initially
leased hereby; (iii) Tenant's obligation to pay Monthly Rent and Additional Rent
with respect to the Offer Space shall commence on the date Landlord delivers the
Offer Space to Tenant broom clean and free and clear of occupants and in their
then "as-is" condition; (iv) Tenant's Share shall be increased by a percentage
obtained by (A) dividing the number of rentable square feet in the Offer Space
by the number of rentable square feet in the Building and (B) multiplying the
result by 100; (v) Landlord shall have no obligation to perform any work in the
Offer Space or to fund any construction contribution or improvement allowance
with respect thereto; (vi) the Term of the Offer Space shall be coterminous with
the then remaining Term of this Lease (including any extension term if exercised
by Tenant); and (vii) Landlord and Tenant shall execute and deliver to each
other an amendment to this Lease setting forth (1) a description of the Offer
Space, (2) the effective date of the inclusion of the Offer Space, and (3) the
increase in Monthly Rent and Tenant's Share resulting from such inclusion.

      (d) Tenant shall not have any rights above if, at the time Tenant
exercises any such rights or at any time thereafter, (i) Tenant is in default
under this Lease beyond applicable notice and cure periods, or (ii) Tenant has
assigned all or part of this Lease or has sublet all or part of the premises.
The rights granted to the named Tenant under this Lease above are personal and
may not be assigned by Tenant in connection with an assignment of this Lease or
otherwise, the


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<PAGE>

Tenant's rights in this paragraph may not be exercised by anyone other than the
named Tenant under this Lease. Any attempted assignment of Tenant's rights of
above will be of no effect, and such rights will terminate as of the effective
date of assignment. Time is of the essence of each and every provision above.
Notwithstanding anything to the contrary hereinabove contained, Tenant may
assign its rights under (a) through (c) above in connection with an assignment
pursuant to Section 9.6 of the Lease.

      4. Tenant represents and warrants that it has not consulted or negotiated
with any broker, finder or agent with regard to this Second Amendment to Office
Lease. Tenant agrees to hold Landlord harmless and indemnify Landlord against
all costs, expenses, attorney's fees, or other liability for commissions or
other compensation or charges claimed by any broker, finder or agent claiming
the same by, through or under Tenant and such indemnity shall survive the
expiration or earlier termination of this Lease.

      5. All other terms and conditions of the Lease shall remain in full force
and effect, as originally executed. All capitalized terms used herein shall have
the meanings ascribed to them in the Lease.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year written above.

      LANDLORD:                               TENANT:

MBL LIFE ASSURANCE CORPORATION            MANHATTAN BAGEL COMPANY, INC.

By: /s/ Andrew P. Tollands                By: /s/ Jason Gennusa
   ---------------------------               ---------------------------

Title: Senior Vice President              Title: President

Date: May 6, 1996                         Date: April 2, 1996


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