EMPLOYMENT AGREEMENT


     AGREEMENT made as of the 18th day of April,  2000, by and between NEW WORLD
COFFEE - MANHATTAN BAGEL, INC., a Delaware corporation  (hereinafter referred to
as the  "Company"),  having a place of  business  at 246  Industrial  Way  West,
Eatontown,  NJ 07724 and  William C.  Rianhard,  residing  at 129 South  Street,
Upton, MA 01568 (hereinafter referred to as the "Employee").

                                   WITNESSETH:

     In  consideration of the mutual  covenants  herein  contained,  the parties
hereto agree as follows.

     1.  Employment.  The  Company  hereby  agrees to  employ  the  Employee  as
President and Chief Operating Officer,  and the Employee hereby agrees to accept
such employment,  subject to the terms and conditions hereinafter set forth. The
Employee shall be elected an officer of the Company.

     2. Term. The term of the Employee's employment hereunder, except if earlier
terminated  pursuant  to  Paragraph  6 hereof,  shall be for a period of two (2)
years  beginning on May 15, 2000. The term shall then continue from year to year
thereafter  unless  either party gives notice to the contrary to the other party
not less than 90 days prior to the  commencement  of any such one year extension
period.

     3. Duties.

     (a) During the continuance of this Agreement, the Employee agrees to devote
his  attention,  full time and best  efforts to the  rendition  of his  services
hereunder, which shall include (i) overseeing the control and development of all
brands and product lines,  (ii)  overseeing  the control and  development of all
"wholesale" accounts and product lines/sales, (iii) supervision of the Marketing
Department and all real estate and construction activities,  (iv) overseeing the
Franchise Sales and Services  Department  and, (v) overseeing the  manufacturing
department (vi) such other executive  responsibilities as may be assigned to him
from time to time by the  Chairman or Board of  Directors  of the  Company.  The
Employee will be based at the Company's Eatontown, New Jersey facility.

     (b) The Employee shall be entitled to make personal  investments,  provided
that none of the same is directly or indirectly competitive with the business of
the Company and further  provided  that any such  activities do not detract from
the services due from the Employee hereunder. Purchases of up to 2% of the stock
of publicly traded companies shall not be restricted.

     4. Compensation.  In consideration of all of the services to be rendered by
the  Employee  hereunder,  the Employee  shall be paid,  and he agrees to accept
compensation as follows:

     (a) Compensation at an annual rate of one hundred sixty thousand ($160,000)
dollars payable  bi-weekly less applicable  withholding  taxes,  subject to such
increases,  if any, as may be approved by the Board of  Directors of the Company
(the rate per annum  which is in effect  from  time to time  being  referred  to
herein as the "Base Salary" of the Employee).

     (b) With respect to each fiscal year of the Company,  a performance  bonus,
as  determined by the Board of Directors,  of up to 25% of the  employee's  base
salary and an annual  service bonus of 25% of the  Employee's  base salary.  The
Service  Bonus  portion  shall be payable  50% on or about  September  1 of each
fiscal year and the balance shall be payable at its customary time following the
end of each  fiscal  year of the  Company  during  the term  hereof.  All  bonus
payments shall be pro-rated if services are rendered  during only a part of such
fiscal year.

     (c) Employee  shall be issued  options to acquire  60,000  shares of common
stock of the  Company at an exercise  price  equal to the  closing  price of the
Company's  common  stock as of April 12,  2000.  Such  options  shall vest as to
15,000  shares  upon  commencement  of  duties  and  15,000  shares on the first
anniversary of the date of grant, and 30,000 shares on the second anniversary of
the  date of  grant.  The  date of the  grant  shall  be May 15,  2000.  If this
Agreement is expressly  extended  beyond May 14, 2002,  then  Employee  shall be
granted an option to acquire an  additional  30,000  shares (at the same  strike
price previously fixed), which shall vest on the third anniversary of the grant.

     (d)  During  the term of this  Agreement,  Employee  shall be  entitled  to
receive an  automobile  allowance of $12,000 per year  payable in equal  monthly
installments plus gas, oil and toll reimbursements.

     (e) Employee shall be entitled to three (3) weeks paid vacation per year.

     (f)  Company  shall  reimburse  Employee's  expenses  actually  incurred to
relocate  from  Upton,  MA to a  residence  located  within  fifty (50) miles of
Eatontown,  New  Jersey,  subject  to a $40,000  limitation.  The  Company  will
reimburse employee for any tax consequences as a result of such reimbursement.

     (g) The Company shall,  at its' cost,  rent an apartment for Employee's use
during the term of this  Agreement.  The cost to the  Company of such rental and
utilities shall not exceed $12,000 annually.

     5. Benefits.

     (a)  The  Employee  shall  be  entitled  to  such  benefits  as may be made
available by the Company to its  executives,  including sick leave,  medical and
life insurance.

     (b) Except as hereinafter provided in Paragraph 6 hereof, the Company shall
pay the Employee,  for any period during which he is unable fully to perform his
duties because of physical or mental  disability or incapacity,  an amount equal
to the  compensation  due him for such period less the  aggregate  amount of all
income  disability  benefits which he may receive or to which he may be entitled
under or by reason of (i) any group  health or  accident  insurance  plan of the
Company;  (ii) any applicable compulsory State disability law; (iii) the Federal
Social  Security  Act; and (iv) any  applicable  workmen's  compensation  law or
similar law.

     (c) The Employee shall be entitled to reimbursement for expenses reasonably
and  necessarily  incurred by him in the course of his duties,  upon  accounting
therefor.

     (d) The Employee  shall be entitled to  indemnification  as provided by the
By-Laws of the Company and applicable law, and shall also be covered by existing
officer/director liability insurance.

     6. Termination.

     (a) The term of this  Agreement may be ended prior to the date specified in
Paragraph 2, under the following conditions:

          (i) Upon the death of the Employee.

          (ii) Upon notice to the  Employee,  if the Employee has  committed any
     act of fraud, embezzlement or misappropriation.

          (iii)  Thirty (30) days after  notice to the Employee of his breach of
     his duties hereunder  (other than as set forth in (ii) above),  unless such
     breach is fully remedied  before the end of such thirty (30) day period or,
     if such breach  cannot be  remedied  within  thirty  (30) days,  unless the
     Employee  continues  to use his best  efforts  to cure the same  until such
     breach is remedied.

          (iv) If the Employee  shall be both absent for a period of at least 30
     days  continuously  or a total of 60 days  within any 180 day  period,  and
     shall be so  mentally  or  physically  incapacitated  or  disabled as to be
     unable to perform his duties  hereunder  during such period and at the time
     of termination.

     (b) Upon any  termination  of this  Agreement  under  Paragraph  6(a),  the
Company  shall not be obligated to pay any  compensation  or expenses or provide
other  benefits  other than those  accrued to the date of  termination,  and the
Employee shall cease to hold all positions in the Company,  and such termination
shall  constitute  a voluntary  resignation  by the  Employee of each office and
directorship then held by him, and the Employee shall, if requested and if able,
deliver to the Company  confirmatory  written  resignations.  The Employee shall
also deliver to the Company all  property of the  Company,  which may then be in
the Employee's possession, including but not limited to the rental apartment.

     (c) Upon any termination of this Agreement other than under Paragraph 6(a),
Employee  shall be entitled to receive the  following  severance  payments:  (i)
twelve (12) months' Base Salary payable  bi-weekly  during the twelve (12) month
severance  period,  (ii) three (3) months  service bonus  payable  bi-weekly and
(iii)  twelve (12)  months'  automobile  allowance  of $1,000 per month  payable
monthly and the  immediate  vesting of any options due to vest within a year. If
agreement is not renewed by the Company  then the employee  will receive six (6)
months Base Salary  payable  bi-weekly,  six (6) months  service  bonus  payable
bi-weekly and 6 months automobile allowance payable monthly.

     (d) Upon change of control of the Company,  defined as: 1) the  acquisition
of more than 40% of the voting stock of the Company by a single person or group;
2) a change  in the  majority  of the Board of  Directors  as a result of a cash
tender offer,  merger, sale of assets or contested election;  3) the approval by
shareholders  of the  Company  of a sale  of  all  or  substantially  all of the
Company's  assets; 4) the closing of a transaction in which more than 50% of the
Company's  voting power is transferred  and 5) a tender offer which results in a
person  or group  acquiring  more  than 40% of the  Company,  Employee  shall be
entitled to a full Bonus payment (i.e.,  50% of then prevailing Base Salary) for
the  current  fiscal  year during  which the change of control  occurred  within
thirty (30) days of such change in control ("Change of Control Bonus"),  and, if
terminated  within the six (6) month period  following a change of control shall
be entitled to receive  bi-weekly  one (1) year's  Base  Salary,  one (1) year's
bonus less the any bonus  already paid in 6(d) above to the extent that the same
calendar  period is not paid twice,  automobile  allowance for the twelve months
following  the  change of  control  and the right to  exercises  the  balance of
unvested options.  ("Change of Control  Severance").  Notwithstanding the above,
(Change of Control will be deemed to have  occurred  only if  employment  is not
offered at the same or greater  economic level as provided  herein and retention
of previous job title and primary responsibilities).

     7. Covenant Not to Compete or Solicit.

     (a) Until the first  anniversary of any termination of this Agreement under
Paragraph  6(a),  Employee shall not directly or  indirectly,  without the prior
written consent of the Company engage anywhere in the northeastern United States
in  (whether  as an  employee,  consultant,  proprietor,  partner,  director  or
otherwise),  or have any  ownership  interest in (except for  ownership  of five
percent (5%) or less of any outstanding  entity whose securities are listed on a
national  securities  exchange),  or participate  in the  financing,  operation,
management or control of, any firm,  corporation or business that engages in the
marketing or sale of bagels as its/their principal business.

     (b) The  covenants  contained in Section 7(a) above shall be construed as a
series  of  separate  covenants,  one for each  county,  city  and  state of any
geographic coverage, each such separate covenant shall be identical tin terms to
the covenant contained in Section 7(a). If, in any judicial proceeding,  a court
refuses to enforce any of such separate  covenants (or any part  thereof),  then
such  unenforceable  covenant  (or such  part)  shall be  eliminated  from  this
Agreement to the extent necessary to permit the remaining separate covenants (or
portions  thereof)  to be  enforced.  In the event that the  provisions  of this
Section 7 are  deemed  to  exceed  the  time,  geographic  or scope  limitations
permitted  by  applicable  law,  then such  provisions  shall be reformed to the
maximum time, geographic or scope limitations,  as the case may be, permitted by
applicable laws.

     8. Non-Disclosure of Confidential  Information.  The Employee  acknowledges
that it is the policy of the Company to maintain as secret and  confidential all
information  relating to its products,  services and operations and the identity
of suppliers,  franchisees and customers (the "Confidential  Information"),  and
the  Employee  further  acknowledges  that the  Confidential  Information  is of
substantial value to the Company.  Accordingly, the Employee agrees that he will
not,  during or after the  termination  of this  Agreement,  disclose or use any
Confidential  Information  other than in  connection  with the  business  of the
Company.

     9.  Notice.  Any  notice  required  or  permitted  to be given  under  this
Agreement  shall be  sufficient  if in writing,  and shall be deemed  given when
delivered to a party or five  business days after the same is mailed to a party,
certified mail, return receipt  requested,  to the addresses set forth herein or
such other address of which notice is given in accordance herewith.

     10.  Modification  and  Waiver.  This  Agreement  may  not  be  changed  or
terminated  orally  but only in writing  signed by the  parties  hereto,  and no
waiver of a breach of any provision  hereof shall be effective unless in writing
signed by the party  against whom  enforcement  is sought.  No such waiver shall
operate or be construed as a waiver of any subsequent breach of such provisions.

     11.  Applicable Law. This Agreement shall be subject to and governed by the
laws of the State of New Jersey.

     12. Remedies.  The Company,  in addition to any other remedy or remedies to
which it may be entitled,  shall be entitled to obtain injunctive relief against
any breach or threatened  breach by the Employee of the  provisions of Section 7
and 8  hereof.  In the  event  of a  dispute  hereunder,  each  party  shall  be
responsible for their own expenses.

     13. Representation of Employee. The Employee hereby represents and warrants
that the  Employee  is not  bound by any  contract,  agreement,  court  order or
decision  which  conflicts  in any manner with the duties to be performed by the
Employee  hereunder  or which  would  limit,  in any  respect,  the right of the
Employee to use any of the Employee's knowledge or experience in the performance
of the Employee's duties hereunder.

     14. Representation of the Company. The execution,  delivery and performance
by the  Company of this  Agreement  has been duly  authorized  by all  requisite
corporate  action by the Company and this  Agreement  has been duly executed and
delivered by the Company and constitutes the valid and binding obligation of the
Company, enforceable in accordance with its terms.

     15.  Captions.  The  underlined  captions set forth herein are  descriptive
only, and shall not be deemed to be a part of this Agreement.


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                 NEW WORLD COFFEE-MANHATTAN BAGEL, INC.



                                 By: /s/ Jerry Novack
                                     ----------------
                                     Authorized Signature
                                     Jerry Novack, VP of Finance, CFO


                                     /s/ William C. Rianhard
                                     -----------------------
                                     William C. Rianhard, Individually