Exhibit 10.32

NEW WORLD COFFEEMANHATTAN BAGEL, INC.    246 Industrial Way West  Eatontown, NJ 08824

June 19,
2001

To
the Parties Named on Schedule I hereto:

Reference
is hereby made to the (i) Series F Preferred Stock and Warrant Purchase Agreement dated as of January 18, 2001 (as amended, the "First Series F
Purchase Agreement") between the Company and Halpern Denny III, L.P. ("Halpern Denny"), (ii) the Second Series F Preferred Stock and Warrant Purchase Agreement dated as of
March 29, 2001 (the "Second Series F Purchase Agreement") between the Company and Halpern Denny and (iii) the Exchange Agreement dated as of January 18, 2001 (as amended,
the "Exchange Agreement") among the Company, Brookwood New World Investors L.L.C. and BET Associates, L.P.

The
parties hereto agree to amend and restate Section 2 of the Exchange Agreement in its entirety as follows:



The
parties hereto agree to amend and restate Section 2.2 of the First Series F Purchase Agreement and the Second Series F Purchase Agreement in their entirety as
follows:



---

The
parties hereto agree to amend Section 7 of the Exchange Agreement and Section 8 of the First Series F Purchase Agreement and Second Series F Purchase
Agreement by adding a new clause which shall read in its entirety as follows:



The
parties hereto agree that the Warrants issued pursuant to the Exchange Agreement and the First Series F Purchase Agreement and Second Series F Purchase Agreement shall
be amending and restating Section (f) thereof in its entirety 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 or
the Additional Jefferies Warrants, as the case may be (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 or the Additional Jefferies Warrants, as the case may be (but
excluding 5,369,084 shares)



the Fully-Diluted Common Stock of the Company immediately after the issuance of the Jefferies Warrants or the Additional Jefferies Warrants, as the case may be (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)




---



As
soon as practicable, the holders of the Warrants shall deliver to the Company the original Warrants, and the Company shall issue amended and restated Warrants to reflect the amendment
described above; provided, however, that the amendment described above shall be in full force and effect regardless of whether an amended and restated Warrant is issued.

The
Company shall pay the fees and expenses of the parties hereto (including without limitation, the fees and expenses of their counsel, accountants and other advisors) in connection
with the negotiation and execution of this letter agreement and the transactions contemplated by the acquisition by the Company of the assets of Einstein / Noah Bagel Corp. and the issuance and sale
by the Company of certain senior secured increasing rate notes to Jefferies & Co.

---

| |  | NEW WORLD COFFEE-MANHATTAN BAGEL, INC.
| |  | --------------------------------------
| |  | By:                                   

---

|ACKNOWLEDGED AND AGREED:             |                    | 
|------------------------------------ | ------------------ | 
|HALPERN DENNY III, L.P.              |                    | 
|By:                                  | /s/WILLIAM NIMMO   | 
|BROOKWOOD NEW WORLD INVESTORS L.L.C. |                    | 
|By:                                  | /s/THOMAS N. TRKLA | 
|BET ASSOCIATES, L.P.                 |                    | 
|By:                                  | /s/BRUCE E. TOLL   | 

---

QuickLinks