EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
September  15, 2000 by and between NEW WORLD COFFEE - MANHATTAN  BAGEL,  INC., a
Delaware corporation ("Corporation"), and R. RAMIN KAMFAR ("Officer").

                                    RECITALS

     Corporation desires to continue to employ Officer as its Chairman and Chief
Executive  Officer,  and  Officer  is  willing  to  accept  such  employment  by
Corporation,  on the  terms  and  subject  to the  conditions  set forth in this
Agreement.

                                    AGREEMENT

     1. Duties. During the term of this Agreement, Officer agrees to be employed
by and to serve  Corporation  as its  Chairman and Chief  Executive  Officer and
Corporation  agrees to employ and retain  Officer  in such  capacities.  Officer
shall devote such of his business time,  energy, and skill to the affairs of the
Corporation as shall be necessary to perform the duties of such positions.

     2. Term of Employment.

     2.1  Definitions.  For purposes of this Agreement the following terms shall
have the following meanings:

     (a) "Change in Control" shall mean any of the following events:

     (i) Any person or group (as such terms are  defined in Section  13(d)(3) of
the  Exchange  Act)  has  become  the  holder  of more  than 40  percent  of the
outstanding  shares  of  Corporation  entitled  to  vote  for  the  election  of
directors;

     (ii) as a result of or in connection with any cash tender offer, merger, or
other business combination, sale of assets or contested election, restructuring,
or combination of the foregoing,  the persons who are uninterested  directors of
Corporation  as of the  date of this  Agreement  shall  cease  to  constitute  a
majority of the Board;

     (iii) the stockholders of Corporation approve a definitive agreement (i) to
merge or consolidate  Corporation with or into another  corporation in which the
holders  of  Corporation's  Common  Stock  immediately  before  such  merger  or
reorganization  will not,  immediately  following such merger or reorganization,
hold as a group on a  fully-diluted  basis both the  ability to elect at least a
majority of the board of directors of the surviving  corporation  and at least a
majority in value of the surviving corporation's  outstanding equity securities,
or (ii) to sell or otherwise  dispose of all or substantially  all of the assets
of Corporation;

     (iv) the closing of a transaction or series of  transactions  in which more
than 50% of the voting power of Corporation is transferred; or

     (v) an Offer is made.

     (vi) a  resolution  of the  Board  is  passed  authorizing  the  filing  or
acquiescence  to the filing of a petition for or against the Company under Title
11 of the United States Code.

     (vii) the  stockholders  of the Company  approve a plan of  liquidation  or
dissolution of the Company.

     (b)  "Offer"  shall  mean a tender  offer or  exchange  offer for shares of
Corporation's  Common Stock where the offeror  acquires  more than 40 percent of
the outstanding shares of Corporation's Common Stock.

     (c)  "Termination  For Cause"  shall mean  termination  by  Corporation  of
Officer's  employment by Corporation by reason of Officer's  willful  dishonesty
towards or fraud upon the Corporation or by reason of Officer's willful material
breach of this Agreement; provided, however, that Officer's employment shall not
be deemed to have been terminated in a Termination For Cause if such termination
took place as a result of any act or  omission  (i)  believed by Officer in good
faith to have been in the best  interests  of  Corporation  or (ii) that did not
result in material injury to Corporation.

     (d)   "Termination   Other  Than  for  Cause"  shall  mean  termination  by
Corporation of Officer's  employment by Corporation (other than in a Termination
For Cause) and shall include constructive termination of Officer's employment by
reason of (i) material  breach of this Agreement by Corporation or (ii) material
dimunition of the Executive's duties,  authority or responsibilities as Chairman
and Chief  Executive  Officer  or a member of the Board of  Directors,  or (iii)
non-renewal of the Officer's  employment with  substantially  comparable  terms,
such  constructive  termination  to be  effective  upon notice  from  Officer to
Corporation of such constructive termination.

     (e) "Voluntary  Termination" shall mean termination by Officer of Officer's
employment by Corporation  other than (i) constructive  termination as described
in  subsection  2.1(d),  and (ii)  termination  by reason of Officer's  death or
disability as described in Sections 2.5 and 2.6.

     (f) "Voluntary  Termination With Notice" shall mean a Voluntary Termination
that has been preceded by written notice  delivered by Officer to Corporation no
later than 60 days (or such  shorter  period as the parties may agree)  prior to
such Voluntary Termination.

     (g)  "Termination  Upon a Change in Control"  shall mean a  termination  by
Officer, in his discretion,  of Officer's  employment with Corporation within 30
days following a Change in Control.

     (h) Restructuring

     2.2 Basic Term. The term of employment of Officer by  Corporation  shall be
from  September 15 2000 through  December 31, 2001,  unless  terminated  earlier
pursuant to this Section 2.  Thereafter,  the term of  employment  of Officer by
Corporation shall automatically  renew for additional  one-year periods,  unless
terminated  earlier  pursuant to this  Section 2,  commencing  each  January 1st
unless  Corporation or Officer,  as the case may be, gives written notice to the
other of its desire not to renew such term,  which notice must be given no later
than 90 days prior to the end of the initial term on any such renewal.

     2.3  Termination  For  Cause.  Termination  For  Cause may be  effected  by
Corporation  at any time during the time of this Agreement and shall be effected
by  written  notification  to  Officer.  Upon  Termination  For  Cause,  Officer
immediately shall be paid all accrued salary,  bonus  compensation to the extent
earned  (but  not  less  than  the pro rata  minimum  amount),  vested  deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
Corporation  in which Officer is a  participant  to the full extent of Officer's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by Officer in connection with his duties hereunder, all to the
date of  termination,  but Officer shall not be paid any other  compensation  or
reimbursement of any kind, including without limitation, severance compensation.
Officer  shall have the right to contest  the right of  Corporation  to effect a
Termination For Cause upon written notice to Corporation.  In such case, Officer
shall  continue to receive all of his benefits under this Agreement (and Officer
shall  continue to be treated as an employee for purposes of  Corporation  stock
option  plans) until such time as there is a final  determination  as to whether
such Termination For Cause was proper.

     2.4 Termination Other Than For Cause. Notwithstanding anything else in this
Agreement, Corporation may effect a Termination Other Than For Cause at any time
upon giving notice to Officer of such  termination.  Upon any Termination  Other
Than For Cause,  Officer shall  immediately  be paid all accrued  salary,  bonus
compensation  to the  extent  earned  (but  not less  than the pro rata  minimum
amount), vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance  with the applicable  plan),  any
benefits under any plans of Corporation in which Officer is a participant to the
full extent of Officer's  rights under such plans,  accrued vacation pay and any
appropriate  business expenses incurred by Officer in connection with his duties
hereunder,  all to the  date  of  termination,  and all  severance  compensation
provided in Section 4.1, but no other compensation or reimbursement of any kind.

     2.5  Termination  by  Reason of  Disability.  If,  during  the term of this
Agreement,  Officer,  in the  reasonable  judgement of the Board of Directors of
Corporation, has failed to perform his duties under this Agreement on account of
illness  or  physical  or mental  incapacity,  and such  illness  or  incapacity
continues for a period of more than nine (9) months,  Corporation shall have the
right to terminate  Officer's  employment  hereunder by written  notification to
Officer and payment to Officer of all accrued salary,  bonus compensation to the
extent earned (but not less than the pro rata minimum  amount),  vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
Corporation  in which Officer is a  participant  to the full extent of Officer's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by Officer in connection with his duties hereunder, all to the
date of  termination.  In such event,  Corporation  shall pay Officer 75% of his
Base Salary  (less any  amounts  received by Officer  under  insurance  policies
carried by Corporation)  through December 31, 2001 (or through the December 31st
of the end of any  renewal  term  if this  Agreement  is  automatically  renewed
pursuant to Section 2.2), on the dates  specified in Section 3.1.  Officer shall
be entitled to continued participation in all of Corporation's benefit plans (to
the extent permitted by law or under the terms of such plans) until December 31,
2001  (or  until  the  December  31st  of the  end of any  renewal  term if this
Agreement is automatically renewed pursuant to Section 2.2).

     2.6  Death.  In the  event  of  Officer's  death  during  the  term of this
Agreement,  Officer's  employment  shall be deemed to have  terminated as of the
last day of the month during which his death occurs and Corporation shall pay to
his estate all accrued salary,  bonus compensation to the extent earned (but not
less than the pro rata minimum amount), vested deferred compensation (other than
pension plan or profit  sharing plan  benefits  which will be paid in accordance
with the applicable  plan), any benefits under any plans of Corporation in which
Officer is a  participant  to the full  extent of  Officer's  rights  under such
plans,  accrued vacation pay and any appropriate  business  expenses incurred by
Officer in connection with his duties hereunder, all to the date of termination.

     2.7  Voluntary  Termination.  In  the  event  of a  Voluntary  Termination,
Corporation shall immediately pay all accrued salary,  bonus compensation of the
extent earned (but not less than the pro rata minimum  amount),  vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
Corporation  in which Officer is a  participant  to the full extent of Officer's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by Officer in connection with his duties hereunder, all to the
date of termination,  but no other  compensation or  reimbursement  of any kind,
including without limitation, severance pay.

     2.8  Voluntary  Termination  With  Notice.  In  the  event  of a  Voluntary
Termination With Notice,  Corporation  shall pay to Officer all amounts to which
Officer is entitled  under  Section 2.7,  and shall  continue to pay Officer his
Base  Salary  until  the  earlier  of  (i)  60  days  following  such  Voluntary
Termination  With Notice or (ii) the December 31, 2001 (or December  31st of the
end of any renewal term if this Agreement is  automatically  renewed pursuant to
Section 2.2).

     2.9  Termination  Upon a Change in Control.  In the event of a  Termination
Upon a Change in Control,  Officer shall immediately be paid all accrued salary,
bonus  compensation to the extent earned,  vested deferred  compensation  (other
than  pension  plan  or  profit  sharing  plan  benefits  which  will be paid in
accordance  with  the  applicable   plan),  any  benefits  under  any  plans  of
Corporation  in which Officer is a  participant  to the full extent of Officer's
rights  under such plans,  accrued  vacation  pay and any  appropriate  business
expenses incurred by Officer in connection with his duties hereunder, all to the
date of  termination,  and all severance  compensation as provided in Section 4,
but no other compensation or reimbursement of any kind.

     3. Salary, Benefits and Bonus Compensation.

     3.1 Base  Salary.  As payment for the services to be rendered by Officer as
provided  in  Section 1 and  subject to the terms and  conditions  of Section 2,
Corporation  agrees to pay to Officer for the calendar year 2000 a "Base Salary"
payable in equal bi-weekly  installments at the rate of $300,000 per annum.  The
Base Salary shall be subject to review by the Board of Directors but shall in no
event be less than a rate of $300,000 per annum.

     3.2 Bonuses.  Officer  shall receive a bonus (a "Bonus") of between 35% and
100% of  Officer's  Base  Salary  for  calendar  year  2000 and each  subsequent
calendar year (or portion thereof) during the term of this Agreement. The amount
of the Bonus shall be determined by the  Compensation  Committee of the Board of
Directors upon  consideration of Officer's and Corporation's  performance during
such period.

     3.3 Benefits. During the term of this Agreement,  Officer shall be eligible
to participate in such of Corporation's  benefit and deferred compensation plans
as are now generally  available or later made  generally  available to executive
officers of Corporation,  including,  without limitation,  profit sharing, stock
option, medical,  dental, health, annual physical examination,  life, disability
insurance,  financial  planning  plans,  supplemental  retirement  programs  and
vacation.  The Company shall maintain and pay for a disability  insurance policy
for Officer.  In addition,  Officer  shall be entitled to receive an  automobile
allowance  of $24,000 per year  payable in equal  monthly  installments  (but no
mileage  reimbursement)  for business travel and  reimbursement for mobile phone
expenses.  Without  limiting the  foregoing,  Officer  shall be entitled to four
weeks paid  vacation  per year.  Officer may elect to receive an amount equal to
two weeks additional salary in lieu of two weeks of such Vacation time.

     4. Severance Compensation and Death Benefits

     4.1 Severance Compensation. In the event Officer's employment is terminated
in a Termination Other Than For Cause or a Termination Upon a Change in Control,
(i)  Officer  shall be paid  within  five (5) days  after  such  termination  as
severance compensation an amount equal to three times his annual Base Salary (at
the rate payable at the time of such  termination) plus an amount equal to three
times the greater of (a) the amount of his Bonus for the calendar year preceding
such termination or (b) 35% of his Base Salary,  (ii) the Company shall continue
to provide for a period of eighteen  months from the date of termination  and at
its expense,  the benefits then being provide to the Officer at the time of such
termination, (iii) each option to purchase shares of common stock of the Company
outstanding at the time of termination shall become fully vested and exercisable
at the time of  termination  and  shall  remain  exercisable  for five (5) years
following the  termination  date. The amount of any payment or benefit  provided
for in this Section 4.1 shall not be reduced by any  compensation  earned by the
Officer  as the  result of  employment  or  engagement  by  another  person,  by
retirement  benefits,  by offset  against  any amount  claimed to be owed by the
Officer to the Company or otherwise.

     4.2 No Severance  Compensation  Upon Other  Termination.  In the event of a
Voluntary  Termination or Termination For Cause, Officer or his estate shall not
be paid any severance compensation.

     5. Covenant Not to Compete or Solicit.

     5.1  Non-Competition.  Until the first anniversary of Termination for Cause
or a Voluntary  Termination,  Officer shall not directly or indirectly,  without
the prior written consent of the Corporation 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 ten percent  (10%) 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  (other
than  Corporation)  that engages in the marketing or sale of specialty coffee as
its principal business.

     5.2 Separate Covenants.  The covenants contained in Section 5.1 above shall
be construed as a series of separate  covenants,  one for each county,  city and
state of any geographic  area where any business is presently  carried on by the
Company.  Except for geographic  coverage,  each such separate covenant shall be
identical in terms to the covenant contained in Section 5.1. 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 5 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.

     6. Miscellaneous.

     6.1  Confidentiality.  Officer agrees that all confidential and proprietary
information  relating to the business or operations of Corporation shall be kept
and treated as  confidential  both during and after the term of this  Agreement,
except as may be permitted in writing by Corporation's  Board of Directors or as
such  information  is within the public domain or comes within the public domain
without any breach of this Agreement.

     6.2 Waiver.  The waiver of the breach of any  provision  of this  Agreement
shall not operate or be  construed as a waiver of any  subsequent  breach of the
same or other provision hereof.

     6.3 Entire Agreement;  Modifications.  Except as otherwise provided herein,
this  Agreement  represents  the entire  understanding  among the  parties  with
respect to the subject matter hereof, and this Agreement  supersedes any and all
prior  understandings,  agreements,  plans and negotiations,  whether written or
oral, with respect to the subject matter hereof,  including without  limitation,
any  understandings,  agreements or  obligations  respecting  any past or future
compensation,  bonuses,  reimbursements,  or  other  payments  to  Officer  from
Corporation. All modifications to the Agreement must be in writing and signed by
the party against whom enforcement of such modification is sought.

     6.4  Notices.  All notices and other  communications  under this  Agreement
shall  be in  writing  and  shall be given by  first-class  mail,  certified  or
registered with return receipt requested,  or by recognized overnight courier to
the respective persons named below:

     If to Corporation:

             New World Coffee - Manhattan Bagel, Inc.
             246 Industrial way West
             Eatontown, NJ  07724
             Attention:  Chief Executive Officer

          If to Officer:

             R Ramin Kamfar
             666 Greenwich Street, #710
             New York, New York  10014

Any party may change  such  party's  address  for  notices by notice  duly given
pursuant to this Section 6.4.

     6.5 Headings.  The Section  headings  herein are intended for reference and
shall not by themselves  determine the  construction or  interpretation  of this
Agreement.

     6.6 Governing Law;  Arbitration.  This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  entered into and wholly to be performed  within the State of New York
by New York  residents.  All  claims,  disputes  and other  matters in  question
between Corporation and Officer arising out of, or relating to this Agreement or
the breach thereof, shall, if requested by Officer, be decided by arbitration in
the City of New York in  accordance  with the rules of the American  Arbitration
Association.

     6.7  Severability.  Should a court or other body of competent  jurisdiction
determine  that  any  provision  of this  Agreement  is  excessive  in  scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather than
voided,  if possible,  so that it is enforceable to the maximum extent possible,
and all other provisions of this Agreement shall be deemed valid and enforceable
to the extent possible.

     6.8  Survival  of  Corporation's  Obligations.   Corporation's  obligations
hereunder  shall not be  terminated by reason of any  liquidation,  dissolution,
bankruptcy,  cessation of business,  or similar event  relating to  Corporation.
This Agreement shall not be terminated by any merger or  consolidation  or other
reorganization of Corporation. In the event any such merger,  consolidation,  or
reorganization  shall be  accomplished  by  transfer  of stock or by transfer of
assets or otherwise,  the provisions of this Agreement shall be binding upon the
surviving or resulting  corporation or person.  This Agreement  shall be binding
upon  and  inure  to  the  benefit  of  the  executors,  administrators,  heirs,
successors and assigns of the parties; provided,  however, that except as herein
expressly provided, this Agreement shall not be assignable either by Corporation
(except to an affiliate of Corporation) or by Officer.

     6.9   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which taken  together  shall  constitute  one and the same
Agreement.

     6.10 Withholdings. All compensation and benefits to Officer hereunder shall
be reduced by all federal, state, local and other withholdings and similar taxes
and payments required by applicable law.

     6.11 Indemnification. In addition to any rights to indemnification to which
Officer is entitled to under the corporation's  Certificate of Incorporation and
Bylaws,  Corporation  shall indemnify  officer at all times during and after the
term of this Agreement to the maximum extent  permitted under Section 145 of the
Delaware  Corporations  Code or any  successor  provision  thereof and any other
applicable state law, and shall pay Officer's expenses in defending any civil or
criminal action, suit or proceeding,  to the maximum extent permitted under such
applicable state law.

     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/ Jerold Novack
---------------------
Title: Secretary



OFFICER
/s/ R. Ramin Kamfar
-------------------
R. Ramin Kamfar