Exhibit 10.52

AGREEMENT    October 10, 2002

The parties to this agreement are New World Restaurant Group, Inc. (formerly known as New World Coffee- Manhattan Bagel, Inc.) (the "Company"), BET
Associates, L.P. ("BET"), Brookwood New World Investors, L.L.C. ("Brookwood") and Halpern Denny III, L.P. ("Halpern Denny").

Reference
is made to the letter agreement dated June 19, 2001 by and among the Company, BET, Brookwood and Halpern Denny, which among other things, amended subsection f(5) of the
Warrants issued pursuant to (i) the Exchange Agreement dated as of January 18, 2001 among Brookwood, BET and the Company (the "Exchange Agreement"), (ii) the Series F Stock
and Warrant Purchase Agreement dated as of January 18, 2001 (the "First Series F Purchase Agreement") and (iii) the Second Series F Stock and Warrant Purchase Agreement
between the Company and Halpern Denny (the "Second Series F Purchase Agreement"). The parties hereto acknowledge and agree that the amendment to section f(5) of the Warrants did not
correctly reflect the intention of the parties.

The
parties hereto agree that section f(5) of the Warrants issued pursuant to the Exchange Agreement, First Series F Purchase Agreement and Second Series F Purchase
Agreement shall be amended in its entirety to read as follows:



| |  | the number of shares of Common Stock, which could be purchased hereunder or have already been purchased hereunder immediately after the issuance of the Jefferies Warrants (the "Existing Warrant Shares") |  |   |  | X + the Existing Warrant Shares                                                                       
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | ------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                            |  | = |  |                                                                                                       
| |  | the Fully-Diluted Common Stock of the Company immediately prior to the issuance of the Jefferies Warrants (but excluding 5,369,084 shares)                                                                 |  |   |  | the Fully-Diluted Common Stock of the Company immediately after the issuance of the Jefferies Warrants



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| |  | the number of shares of Common Stock, which could be purchased hereunder or have already been purchased hereunder immediately after the issuance the Additional Jefferies Warrants (the "Existing Warrant Shares") |  |   |  | X + the Existing Warrant Shares                                                                                                                                                                                                                            
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                    |  | = |  |                                                                                                                                                                                                                                                            
| |  | the Fully-Diluted Common Stock of the Company immediately prior to the issuance of the Additional Jefferies Warrants                                                                                               |  |   |  | the Fully-Diluted Common Stock of the Company immediately after the issuance of the Additional Jefferies Warrants (including any additional shares of Common Stock issuable pursuant to the terms of other warrants of the
Company similar to this Warrant)



| |  | the number of shares of Common Stock, which could be purchased hereunder or have already been purchased hereunder immediately after the issuance the Additional Jefferies Warrants (the "Existing Warrant Shares") |  |   |  | X + the Existing Warrant Shares                                                                                                                                                                                                                                                              
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                    |  | = |  |                                                                                                                                                                                                                                                                                              
| |  | the Fully-Diluted Common Stock of the Company immediately prior to the issuance of the Additional Jefferies Warrants                                                                                               |  |   |  | the Fully-Diluted Common Stock of the Company immediately after the issuance of the Additional Jefferies Warrants (including the Additional Warrant Shares and any additional shares of Common Stock issuable pursuant to the
terms of other warrants of the Company similar to this Warrant)



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The
parties agree that the terms and provisions of this agreement will apply retroactively to the Warrants that were issued pursuant to the terms of the Exchange Agreement, the First
Series F Purchase Agreement and the Second Series F Purchase Agreement. In order to give effect to the foregoing, the parties will return any Additional Warrant Shares that were issued
to them by the Company pursuant to section f(5) of the Warrants. Upon receipt the Company will cancel such Additional Warrant Shares and will issue Additional Warrant Shares to the parties
calculated in accordance with section f(5) of the Warrants, as amended by this agreement.

| |  | NEW WORLD RESTAURANT GROUP, INC.  
| |  | ----------------------------------
| |  | By:                               
| |  | BET ASSOCIATES, L.P.              
| |  | By:                               
| |  | BROOKWOOD NEW WORLD INVESTORS, LLC
| |  | By:                               
| |  | HALPERN DENNY III, L.P.           
| |  | By:                               

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