Exhibit 10.51

AMENDMENT NO. 3 TO LOAN AGREEMENT

THIS
AMENDMENT NO. 3 TO LOAN AGREEMENT, dated as of February 1, 2003 (herein called this "Amendment"), is entered into between BET ASSOCIATES, L.P., a Delaware limited partnership
("Lender"), and NEW WORLD RESTAURANT GROUP, INC., a Delaware corporation ("Borrower"). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed
to such terms in the Loan Agreement herein referenced.

W I T N E S S E T H:

WHEREAS, Borrower and Lender have heretofore entered into that certain Loan and Security Agreement, dated as of May 30, 2002, as amended by that certain
Amendment No. 1 to Loan and Security Agreement, dated as of July 18, 2002, and as further amended by that certain Amendment No. 2 to Loan and Security Agreement, dated as of
July 31, 2002 (herein called the "Loan Agreement"); and

WHEREAS,
Borrower and Lender now desire to further amend the Loan Agreement in certain respects as hereinafter provided.

NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein contained, Borrower and Lender, intending to be legally bound, hereby agree as follows:

1.Amendments to Loan Agreement.The Loan Agreement is hereby amended as follows:



2.Reaffirmation of Credit Agreement.This Amendment shall be deemed to be an amendment to the Loan Agreement,
and the Loan Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Loan Agreement in any other document, instrument, agreement or
writing, including all references to the "Agreement" in the Loan Agreement,

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shall
hereafter be deemed to refer to the Loan Agreement as amended hereby, and this Amendment shall be deemed a Loan Document.

3.Governing Law, Forum Selection, Consent to Jurisdiction, etc.



4.Waiver of Jury Trial.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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5.Severability, etc.All obligations of the parties hereto expressed herein shall be in addition to and not in
limitation of those provided by applicable law. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Amendment.

6.Headings.Article and Section headings used herein are for convenience of reference only, are not part of
this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

7.Counterparts.This Amendment may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may execute this Amendment by signing a counterpart.

8.Entire Agreement.The Loan Agreement, this Amendment, the Loan Documents, and any separate letter agreements
with respect to fees payable to, or other matters between Borrower and Lender constitute, on and as of the date hereof, the entire agreement of the parties hereto with respect to the subject matter
hereof, and all other prior or contemporaneous understandings or agreements, if any, whether written or oral, among or between the parties hereto with respect to the overall transaction are hereby
superseded in their entirety.

[Remainder
of Page Intentionally Blank]

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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective officers thereunto duly authorized, as of the day and year first above
written.

| |  | NEW WORLD RESTAURANT GROUP, INC.,
| |  | ---------------------------------
| |  | By:                              
| |  |                                  
| |  | BET ASSOCIATES, L.P.,            
| |  | By:                              
| |  |                                  

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