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                                                                 EXHIBIT 10.9

                         AGREEMENT OF PURCHASE AND SALE

     THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the 
___________ day of ____________, ______,

     BY AND BETWEEN           NEW YORK BAGEL ENTERPRISES, INC.,
                              a Kansas corporation,
                              hereinafter referred to as

                                       "SELLER"

     AND                      COMMERCIAL EQUITY, INC.,
                              a Kansas corporation,
                              hereinafter referred to as

                                        "BUYER"

     W I T N E S S E T H :

     WHEREAS, Seller is the current owner of certain real property located in 
the city of  ____________, ___________, and more particular described in 
Exhibit "A" ("________ Land"), and all buildings, structures, facilities, 
improvements and fixtures located thereon, including, without limitation, an 
approximately ________ square foot facility currently used as a New York 
Bagel Cafe restaurant ("________ Improvements").  The _________ Land and the 
_________ Improvements are hereinafter collectively referred to as the 
"__________ Facility";

     WHEREAS, Seller is the current owner of certain real property located in 
the city of ___________, __________,, and more particular described in 
Exhibit "B" ("________ Land"), and all buildings, structures, facilities, 
improvements and fixtures located thereon, including, without limitation, an 
approximately________ square foot facility currently used as a New York Bagel 
Cafe restaurant ("_________ Improvements").  The __________ Land and the 
_________ Improvements are hereinafter collectively referred to as the 
"__________ Facility"; and

     WHEREAS, Seller desires to sell all of its right, title and interest in 
and to the __________ Facility, and the _____________ Facility (hereinafter 
collectively referred to as the "Properties") to Buyer, and Buyer desires to 
purchase all of Seller's right, title and interest in and to all the 
Properties from Seller, all on the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the covenants and agreements 
contained herein, the parties hereto agree as follows:

     1.   PURCHASE AND SALE.  Seller agrees to sell all of its right, title 
and interest in and to all the Properties to Buyer, and Buyer agrees to 
purchase all of Seller's right, title and interest in and to all the 
Properties from Seller, on the terms and conditions hereinafter set forth in 
this Agreement.

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     2.   PURCHASE PRICE.

          2.1  The aggregate purchase price ("Purchase Price") for all the
     Properties shall be ___________________ Dollars ($__________); which
     Purchase Price is comprised of: (a) ___________________ Dollars
     ($_________) for the _________ Facility ("_______ Purchase Price"); and 
     (b) ______________ Dollars  ($________) for the ___________ Facility
     ("_________ Purchase Price").

          2.2  The Purchase Price shall be paid at the Closing (as hereinafter
     defined) by delivering the ________ Purchase Price, and the ______________
     Purchase Price, respectively, to Seller by wire transfer of immediately
     available federal funds.

     3.   CONDITION OF TITLE TO PROPERTIES.

          3.1  At Closing, Seller shall assign to Buyer all of its right, title
     and interest to each of the Properties free and clear of all liens, except
     for (i) liens securing real property taxes and assessments, which
     constitute liens not yet due and payable; and (ii) such other exceptions
     and reservations (other than liens) shown on those certain Preliminary
     Title Reports ("Preliminary Reports") issued by the title companies set
     forth in Exhibit "C" ("Title Companies") for each of the Properties which
     are approved in writing by Buyer.  All exceptions to title permitted
     pursuant to this Paragraph 3.1 are referred to in this Agreement as
     "Permitted Exceptions."  Seller shall provide Buyer with a copy of the
     Preliminary Reports and copies of all exceptions described therein as soon
     as possible.  Buyer shall have ten (10) business days after the date of
     Buyer's receipt thereof within which to notify Seller in writing of Buyer's
     disapproval of any exceptions set forth in the Preliminary Reports.  In the
     event of Buyer's disapproval of any exception in any of the Preliminary
     Reports, this Agreement shall thereupon terminate.

          3.2  At the Closing, Buyer's right, title and interest in and to the
     Properties shall be evidenced by the commitment of the title company to
     issue an ALTA Owner's Form B-1970 policy of title insurance with all
     endorsements required by Buyer, with liability in the amount of the
     _____________ Purchase Price, and the _____________ Purchase Price,
     respectively, showing fee simple interest in the Properties vested in
     Buyer, subject only to the Permitted Exceptions (collective, the "Title
     Policies") and the standard printed exceptions (except that the exceptions
     relating to mechanic's liens and survey matters shall be deleted from the
     final title insurance policy).

     4.   BUYER'S CONTINGENCIES.  Buyer's obligation to purchase any of the 
Properties is subject to satisfaction of the following contingencies 
described in Subparagraphs (a) through (g) in this Paragraph 4 
("Contingencies") prior to the Closing Date (as hereinafter defined) or 
earlier date set forth below.  Each and all of the following Contingencies 
are for the sole benefit of Buyer and may be waived or deemed satisfied by 
Buyer in Buyer's sole and absolute discretion:

               (a)  Buyer shall have approved and both Buyer and Seller shall
          have executed those certain leases ("Leases") between Buyer, as the
          lessor, and Seller, as the lessee, relating to each of the Properties,
          upon terms and conditions mutually satisfactory to the parties, each
          of which Lease shall by its terms have the Closing Date as the
          "Commencement Date" thereunder.

               (b)  Buyer shall have reviewed and approved each of the
          Preliminary Reports and all recorded exceptions to title thereon, as
          and when provided under Paragraph 3 hereof, and Title Companies shall
          be committed to issue all Title Policies as required hereunder without
          expense to Buyer.

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               (c)  Seller shall have delivered to Buyer no later than five (5)
          days prior to the date scheduled for Closing, and Buyer shall have
          reviewed and approved, an ALTA land title survey for each of the
          Properties, each prepared by a professional land surveyor entirely
          satisfactory to Buyer, showing all improvements located thereon,
          plotting all record easements, covenants and other encumbrances
          located thereon, with the record legal description of appearing on the
          face thereof.

               (d)  Seller shall have delivered to Buyer, and Buyer shall have
          reviewed and approved, a tax lien search as to each of the Properties,
          each updated as of not earlier than thirty (30) days prior to the
          Closing Date.

               (e)  Seller shall have delivered to Buyer, and Buyer shall have
          reviewed and approved, a Phase I Environmental Site Assessment as to
          each of the Properties dated within three hundred and sixty (360) days
          of the Closing Date.

               (f)  Buyer shall have approved its inspection and examination of
          the physical condition of the Properties.  Buyer shall have access to
          all the Properties at reasonable times and shall have the right to
          conduct, at Buyer's expense, soil tests, engineering feasibility
          studies, environmental investigations and such other studies with
          respect to the physical condition of all the Properties as Buyer may
          desire.  Buyer shall hold and save Seller harmless from and against
          any and all loss, cost, damage, liability, entry or expense, arising
          out of or in any way related to damage to property, injury to or death
          of persons, or the assertion of lien claims caused by such entry,
          inspection and implementation of soil tests, environmental
          investigations and other studies with respect to the physical
          condition of the Properties; provided, however, that notwithstanding
          any contrary provision contained herein, Buyer shall have no liability
          to Seller for any diminution in value of the Properties directly or
          indirectly resulting from or related to any information pertaining to
          the Properties discovered by Buyer and reported to Seller or its
          agents pursuant to the terms of this Agreement.  If Buyer elects to
          terminate this Agreement by reason of failure of the Contingencies set
          forth in this Paragraph 4(f), Buyer shall promptly upon such election
          deliver to Seller all written reports, studies and information
          prepared by third parties for Buyer which pertain to the physical
          condition of the Properties.

               (g)  Seller shall have delivered to Buyer and Title Companies all
          corporate resolutions, certificates and other documentation as may be
          reasonably required by Buyer and/or Title Companies.

               (h)  Buyer's obligation to purchase the Properties is conditioned
          on Buyer obtaining on or before the Closing financing of the Purchase
          Price on terms and conditions acceptable to Buyer in Buyer's sole
          discretion.  In the event this contingency is not met by the Closing
          Date, this Agreement shall, at Buyer's option, terminate without any
          remaining liability of any party.

     If Buyer disapproves any Contingency prior to the Closing or earlier 
date set forth above, Buyer's sole remedy shall be to terminate this 
Agreement and Seller shall have no obligation to remedy any Contingency which 
Buyer disapproves.

     5.   REPRESENTATIONS AND WARRANTIES BY SELLER.

          5.1  Seller makes the representations and warranties in this Paragraph
     5, each and all of which shall survive any and all inquiries and
     investigations made by Buyer and shall survive the Closing:

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               (a)  Seller is a corporation duly organized, validly existing and
          in good standing under the laws of the State of Kansas which has the
          power and authority to enter into this Agreement and to consummate the
          transactions contemplated hereby.  Seller, and the specific,
          individual parties signing this Agreement on behalf of Seller,
          represent and warrant that the parties signing this Agreement on
          behalf of Seller have the full legal power, authority and right to
          execute and deliver this Agreement.

               (b)  Neither the entering into this Agreement nor the performance
          of any of Seller's obligations under this Agreement will violate the
          terms of any contract, agreement or instrument to which Seller is a
          party.

               (c)  Each of the Properties is zoned to permit the operation of a
          restaurant thereon, and all improvements on each of the Properties
          conform to all existing building, zoning, environmental or other laws
          and ordinances, and are in good operating condition and repair as of
          the Closing Date.  Seller has not received any notice of any presently
          uncured violation of any law, ordinance, rule or regulation
          (including, without limitation, those relating to zoning, building,
          fire, health and safety) of any governmental, quasi-governmental
          authority bearing on the construction, operation, ownership or use of
          any of the Properties.

               (d)  Seller has not received any notice of any pending widening,
          modification or realignment of any street or highway contiguous to
          either property or any existing or proposed eminent domain proceeding
          which would result in a taking of all or any part of any of the
          Properties.

               (e)  None of the easements, covenants, conditions, restrictions
          or agreements to which any of the Properties is subject interferes
          with or is breached by the use or operation of the Properties as
          presently used and operated as a restaurant.

               (f)  Seller has not been served with any litigation, and no
          arbitration proceedings have been commenced, which do or will affect
          any aspect of any of the Properties or Seller's ability to perform its
          obligations under this Agreement.  In addition, Seller has not been
          threatened in writing with any litigation (or arbitration) by a third
          party which would affect any aspect of any of the Properties or
          Seller's ability to perform its obligations under this Agreement.

               (g)  Adequate gas, telephone, electricity, water and sewer
          facilities are available to all the Properties, and all such
          facilities serving the Properties have been paid for such that Buyer
          will not be subject to charges or assessments for capital or hookup
          costs relating to such facilities.

               (h)  There are not any written commitments to, or written
          agreements with, any governmental or quasi-governmental authority or
          agency materially affecting any of the Properties which have not been
          heretofore disclosed by Seller to Buyer in writing.

               (i)  All expenses in connection with the construction of all the
          improvements on all the Properties have been fully paid, such that
          there is no possibility of any mechanics' or materialmens' liens being
          asserted or filed in the future against any of the Properties in
          respect of any initial construction activities undertaken prior to the
          Closing.

               (j)  Seller has not been served or notified by any governmental
          or quasi-governmental authority that (i) any of the Properties, or any
          adjoining property, contains or may contain any "Hazardous Materials"
          in violation of any "Environmental Regulations" (as those terms are
          defined in Paragraph 5.1(k) below); or (ii) Hazardous Materials have
          heretofore been stored, used or 

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          maintained on, in or under any of the Properties in violation of any 
          Environmental Regulations.  In addition, to the best of Seller's 
          knowledge, but without any specific investigation therefore, there are
          no Hazardous Materials located in, on or under all or any portion of 
          any of the Properties or the area surrounding any of the Properties.

               (k)  As used in this Agreement, the terms "Environmental
          Regulations" and "Hazardous Materials" shall have the following
          meanings:

                    (i)  "ENVIRONMENTAL REGULATIONS" shall mean all applicable
               statutes, regulations, rules, ordinances, codes, license,
               permits, orders, approvals, plans, authorizations, and similar
               items, of all governmental agencies, departments, commissions,
               boards, bureaus or instrumentalities of the United States, states
               and political subdivisions thereof and all applicable judicial
               and administrative and regulatory decrees, judgments and orders
               relating to the protection of human health or the environment,
               including, without limitation:  (1) all requirements, including,
               without limitation, those pertaining to reporting, licensing,
               permitting, investigation and remediation of emissions,
               discharges, releases or threatened releases of Hazardous
               Materials, whether solid, liquid or gaseous in nature, into the
               air, surface water, groundwater or land, or relating to the
               manufacture, processing, distribution, use, treatment, storage,
               disposal, transport or handling of Hazardous Materials, whether
               solid, liquid or gaseous in nature; and (2) all requirements
               pertaining to the protection of the health and safety of
               employees or the public.

                    (ii) "HAZARDOUS MATERIALS" shall mean (1) any flammables,
               explosive or radioactive materials, hazardous waste, toxic
               substances or related materials including, without limitation,
               substances defined as "hazardous substances," "hazardous
               materials," "toxic substances" or "solid waste" in the
               Comprehensive Environmental Response, Compensation and Liability
               Act of 1980, as amended, 42 U.S.C. Sec. 9601, ET SEQ.; the
               Hazardous Materials Transportation Act, 49 U.S.C. Section 1801,
               ET SEQ.; the Toxic Substances Control Act, 15 U.S.C., Section
               2601 ET SEQ.; the Resource Conservation and Recovery Act of 1976,
               42 U.S.C. Section 6901 ET SEQ.; Occupational Safety and Health
               Act, 29 U.S.C. Section 651, ET SEQ.; and any and all similar
               state and local laws and ordinances, and the regulations now or
               hereafter adopted, published and/or promulgated pursuant thereto;
               (2) those substances listed in the United States Department of
               Transportation Table (49 C.F.R. 172.101 and amendments thereto)
               or by the Environmental Protection Agency (or any successor
               agency) as hazardous substances (40 C.F.R. Part 302 and
               amendments thereto); (3) those substances defined as "hazardous
               wastes," "hazardous substances" or "toxic substances" in any
               similar federal, state or local laws or in the regulations
               adopted and publications promulgated pursuant to any of the
               foregoing laws or which otherwise are regulated by any
               governmental authority, agency, department, commission, board or
               instrumentality of the United States of America, the States of
               _____________ or __________, or any political subdivision
               thereof; (4) any pollutant or contaminant or hazardous, dangerous
               or toxic chemicals, materials, or substances within the meaning
               of any other applicable federal, state, or local law, regulation,
               ordinance, or requirement (including consent decrees and
               administrative orders) relating to or imposing liability or
               standards of conduct concerning any hazardous, toxic or dangerous
               waste, substance or material, all as amended; (5) petroleum or
               any by-products thereof; (6) any radioactive material, including
               any source, special nuclear or by-product material as defined at
               42 U.S.C. Sections 2011 ET SEQ., as amended, and in the
               regulations adopted and publications promulgated pursuant to said
               law; (7) asbestos in any form or condition; and (8)
               polychlorinated biphenyls.

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               (l)  There are no other written agreements for the use, occupancy
          or possession of any of the Properties, or any portion thereof.  There
          are no oral agreements for the use, occupancy or possession of any of
          the Properties or any portion thereof.

               (m)  Until the Closing, each of the Properties will continue to
          be operated in substantially the same manner as operated as of the
          date of this Agreement.  Seller will not do or cause anything to be
          done that would change, alter or modify the operation of each of the
          Properties in the manner in which it is operated as of the date of
          this Agreement, without the prior written consent of Buyer.

               (n)  Seller has neither engaged nor dealt with any broker or
          finder in connection with the sale contemplated by this Agreement and
          Seller shall indemnify, defend and hold Buyer harmless from and
          against, any commission or finder's fee payable to any party who
          represents or claims to represent Seller.

               (o)  Seller will not alter the physical condition of any of the
          Properties from and after the date of this Agreement through, and
          including, the Closing Date, reasonable wear and tear excepted. 
          Subject to Paragraphs 10 and 11 hereof, if, through no fault of
          Seller, the physical condition of any of the Properties is different
          as of the Closing from that as of the date of this Agreement, the
          terms and conditions of Paragraph 5.2, below shall apply.

          5.2  Each and all of the representations and warranties set forth in
     Paragraph 5.1 above shall be true and correct as of the Closing; provided
     that, if, prior to the Closing, new events have occurred which were beyond
     the control of Seller (other than pursuant to Paragraphs 10 and 11 hereof)
     and which render any previously true representation or warranty untrue,
     Seller shall immediately disclose those matters by written notice to Buyer.
     Buyer shall have ten (10) business days after the earlier of (i) such
     disclosure; or (ii) Buyer's independent discovery that such representation
     or warranty has become untrue, to elect, in its sole and absolute
     discretion, and as its sole remedy, by written notice to Seller within said
     ten (10) business day period, whether (i) to purchase the Properties or
     (ii) terminate this Agreement.  If Buyer fails to notify Seller of its
     election to terminate this Agreement within said ten (10) business day
     period provided above, Buyer shall be deemed to have accepted the modified
     representations and warranties and elected to purchase the Properties.

     6.   REPRESENTATIONS AND WARRANTIES BY BUYER.

     Buyer makes the following representations and warranties in this 
Paragraph 6, each and all of which shall survive any and all inquiries and 
investigations made by Seller and shall survive the Closing and recordation 
of the Warranty Deeds:

          6.1  Buyer is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Kansas which has the power and
     authority to enter into this Agreement and to consummate the transactions
     contemplated hereby.  Buyer, and the specific, individual parties signing
     this Agreement on behalf of Buyer represent and warrant that the parties
     signing this Agreement on behalf of Buyer have the full legal power,
     authority and right to execute and deliver this Agreement.

          6.2  Buyer has neither engaged nor dealt with any broker or finder in
     connection with the sale contemplated by this Agreement and Buyer shall
     indemnify, defend and hold Seller harmless from and against, any commission
     or finder's fee payable to any party who represents or claims to represent
     Buyer.

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     7.   INDEMNIFICATION.

          7.1  Subject to any other provisions of this Agreement to the
     contrary, each party agrees to indemnify ("Indemnitor") and hold the other
     party ("Indemnitee") harmless from and against any claim, loss, damage or
     expense, including any reasonable attorneys' fees (including attorneys'
     fees on appeal), asserted against or suffered by the Indemnitee resulting
     from:

               (a)  Any breach by the Indemnitor of this Agreement; or

               (b)  The inaccuracy or breach of any of the representations,
          warranties or covenants made by the Indemnitor in this Agreement.

          7.2  The Indemnitee shall submit any claim for indemnification under
     this Agreement to the Indemnitor in writing within a reasonable time after
     Indemnitee determines that an event has occurred which has given rise to a
     right of indemnification under this Paragraph 7 and shall give Indemnitor a
     reasonable opportunity to investigate and cure any default of Indemnitor
     under this Agreement and eliminate or remove any claim by a third party. 
     Notwithstanding the foregoing, if the nature of Indemnitor's default or the
     third party claim is such that it would be impracticable or unreasonable to
     give Indemnitor an opportunity to investigate and cure such default and
     remove such claim, Indemnitee need not give Indemnitor such opportunity.

          7.3  If such claim for indemnification relates to a claim or demand
     presented in writing by a third party against Indemnitee, Indemnitor shall
     have the right to employ counsel reasonably acceptable to Indemnitee to
     defend any such claim or demand, and Indemnitee shall make available to
     Indemnitor, or its representatives, all records and other materials in its
     possession or under its control reasonably required by Indemnitor for its
     use in contesting such liability.  If Indemnitor does not elect to defend
     any such claim or demand, Indemnitee may do so at its option, but shall not
     have any obligation to do so.

     8.   CLOSING.

          8.1  Provided that all Contingencies set forth in Paragraph 4 have
     been satisfied or waived, as provided therein, the parties shall close the
     transactions ("Closing") on _____________, _______ or earlier date agreed
     upon by the parties ("Closing Date").  Upon the Closing, Seller shall
     deliver exclusive right of possession of each of the Properties to Buyer
     subject only to the permitted exceptions.

          8.2  At the Closing, Buyer shall deliver to Seller the following funds
     and documents:

               (a)  The Purchase Price (in the aggregate amount specified in
          Paragraph 2), as adjusted pursuant to this Agreement; and

               (b)  Duly executed Leases between Buyer, as lessor, and Seller,
          as lessee, relating to each of the Properties.

          8.3  Upon the Closing, Seller shall pay all closing costs and expenses
     incurred by both Seller and Buyer in connection with this transaction,
     including, without limitation, (a) the entire cost of the Title Policies;
     (b) the cost of any and all documentary transfer tax or stamps or other
     sales tax; (c) all recording fees; and (d) all of Buyer's costs and
     expenses as defined below.  "Buyer's costs and expenses" shall mean all
     costs and expenses incurred by Buyer, including, without limitation,
     Buyer's attorneys' fees and expenses not 

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     to exceed Five Thousand Dollars ($5,000) in connection with the 
     negotiation, drafting, due diligence review and investigation, and the 
     closing of the transactions contemplated herein. Buyer is to incur no 
     direct cost or expense in connection with the Closing of the transactions 
     contemplated herein.

          8.4  If the Closing fails to occur as provided hereunder as a result
     of the default of this Agreement by a party, the defaulting party shall pay
     all title charges; provided, however, that nothing in this Paragraph 8
     shall be deemed to limit, and the provisions of this Paragraph 8 shall be
     in addition to, all other rights and remedies of the nondefaulting party.

     9.   PRORATIONS.  There shall be no prorations of any costs or expenses 
related to any of the Properties owing to the fact that the Leases are 
so-called triple-net leases and all costs and expenses which would otherwise 
be prorated shall be paid by Seller pursuant to the Leases.

     10.  DAMAGE OR DESTRUCTION PRIOR TO CLOSING.  If any of the Properties, 
or any portion thereof, is damaged or destroyed prior to the Closing from any 
cause whatsoever, whether insured risk or not, including, without limitation, 
fire, flood, accident or other casualty which, according to Buyer's and 
Seller's best estimate, would cost more than Ten Thousand Dollars ($10,000) 
to repair, Buyer shall have the option, upon written notice to Seller, to 
either (i) terminate this Agreement, or (ii) purchase all the Properties.  If 
Buyer elects to purchase the Properties, Seller shall promptly repair such 
Property.  In the event that Buyer's and Seller's best estimate of the cost 
of repair is Ten Thousand Dollars ($10,000) or less, Buyer shall purchase the 
Properties and Seller shall promptly repair such Property.  Should any damage 
or destruction occur prior to the Closing, the date scheduled for the Closing 
shall be extended for a period of time not to extend thirty (30) days, for 
the purpose of allowing Buyer and Seller sufficient time to estimate the cost 
of repair.  If Buyer fails to notify Seller of its election under this 
Paragraph 10, Buyer shall be deemed to have elected to purchase the 
Properties.

     11.  EMINENT DOMAIN.

          11.1 The words "condemnation" or "condemned" as used in this Paragraph
     11 shall mean the exercise of, or intent to exercise, the power of eminent
     domain expressed in writing, as well as the filing of any action or
     proceeding for such purpose, by any person, entity, body, agency or
     authority having the right or power of eminent domain (the "condemning
     authority").

          11.2 If Seller receives written notice from a condemning authority
     advising of a condemnation of all or any portion of the Properties
     ("Condemnation Notice"), Seller shall immediately advise Buyer of same in
     writing and deliver therewith a copy of the Condemnation Notice.  Within
     three (3) days after Buyer's receipt of the Condemnation Notice, Buyer
     shall notify Seller of its election to either (i) terminate this Agreement
     or (ii) purchase the Properties.  If Buyer elects to purchase the
     Properties, Seller shall transfer to Buyer at the Closing all proceeds from
     condemnation or Seller's right to receive all such proceeds.  If Buyer
     fails to notify Seller of its election under this Paragraph 11, Buyer shall
     be deemed to have elected to purchase the Properties.

     12.  SURVIVAL OF REPRESENTATIONS.  All representations, warranties, 
covenants, conditions, agreements and obligations contained in or relating to 
this Agreement shall survive the Closing and the recordation of the Warranty 
Deeds.

     13.  NOTICES.  All notices to be given pursuant to this Agreement shall 
be either (i) personally delivered; (ii) sent via certified or registered 
mail, postage prepaid; or (iii) overnight courier.  If sent via personal 
delivery, receipt shall be deemed effective on the day of delivery.  If sent 
via certified or registered mail, receipt shall be 

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deemed effective the second business day after being deposited in the United 
States mail.  If sent via overnight courier, receipt shall be deemed 
effective the next business day after the sending thereof.  All notices to be 
given pursuant to this Agreement shall be given to the parties at the 
following respective address:

          To Buyer:           Commercial Equity, Inc.
                              300 I.M.A. Plaza
                              250 North Water Street
                              Wichita, Kansas  67202-1213
                              Attention:  David L. Murfin, President
                              Telecopier No.:  316-267-6004

          with a copy to:     Foulston & Siefkin L.L.P.
                              700 NationsBank Financial Center
                              Wichita, Kansas  67202
                              Attention:  William R. Wood II
                              Telecopier No.:  316-267-6345

          To Seller:          New York Bagel Enterprises, Inc.
                              300 I.M.A. Plaza
                              250 North Water Street
                              Wichita, Kansas 67202-1213
                              Attention:  Paul R. Hoover
                                          Vice President - Strategic Planning
                              Telecopier No.:  (316) 267-8154

          with a copy to:     Klenda, Mitchell, Austerman & Zuercher, L.L.C.
                              1600 Epic Center
                              301 North Main Street
                              Wichita, Kansas 67202-4888
                              Attention:  Gregory B. Klenda
                              Telecopier No.:  (316) 267-0333

     14.  ENTIRE AGREEMENT.  This Agreement, and the exhibits attached 
hereto, represent the entire Agreement between the parties in connection with 
the transactions contemplated hereby and the subject matter hereof and this 
Agreement supersedes and replaces any and all prior and contemporaneous 
agreements, understandings and communications between the parties, whether 
oral or written, with regard to the subject matter hereof.  There are no oral 
or written agreements, representations or inducements of any kind existing 
between the parties relating to this transaction which are not expressly set 
forth herein.  This Agreement may not be modified except by a written 
agreement signed by both Buyer and Seller.

     15.  BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the parties hereto, their respective heirs, legal 
representatives, administrators, successors in interest and assigns.

     16.  WAIVER.  No waiver by any party at any time of any breach of any 
provision of this Agreement shall be deemed a waiver or a breach of any other 
provision herein or a consent to any subsequent breach of the same or another 
provision.  If any action by any party shall require the consent or approval 
of another party, such consent or approval of such action on any one occasion 
shall not be deemed a consent to or approval of such action on any subsequent 
occasion or a consent to or approval of any other action.

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     17.  CAPTIONS AND HEADINGS.  The captions and paragraph numbers 
appearing in this Agreement are inserted only as a matter of convenience and 
do not define, limit, construe, or describe the scope or intent of this 
Agreement.

     18.  COUNTERPARTS.  This Agreement may be executed in counterparts, each 
of which shall be considered an original and all of which taken together 
shall constitute one and the same instrument.

     19.  GOVERNING LAW.  This Agreement has been prepared, negotiated and 
executed in, and shall be construed in accordance with, the laws of the State 
of Kansas.

     20.  ATTORNEYS' FEES.  If either party named herein brings an action or 
proceeding to enforce the terms hereof or declare rights hereunder, the 
prevailing party in any such action (or proceeding), on trial or appeal, 
shall be entitled to its reasonable attorneys' fees to be paid by the losing 
party as fixed by the Court (or if applicable, the arbitrator).

     21.  TIME OF ESSENCE.  Time is of the essence with respect to all 
matters contained in this Agreement.

     22.  DATE OF AGREEMENT.  All references in this Agreement to "the date 
of this Agreement" or "the date hereof" shall be deemed to refer to the date 
set forth in the first paragraph of this Agreement.

     23.  INVALIDITY OF ANY PROVISION.  If any provision (or any portion of 
any provision) of this Agreement is held to be illegal, invalid, or 
unenforceable under present or future laws effective during the term of this 
Agreement, the legality, validity, and enforceability of the remaining 
provisions (or the balance of such provision) shall not be affected thereby.

     24.  DRAFTING OF AGREEMENT.  Buyer and Seller acknowledge that this 
Agreement has been negotiated at arm's length, that each party has been 
represented by independent counsel and that this Agreement has been drafted 
by both parties and no one party shall be construed as the draftsperson.

     25.  NO THIRD PARTY BENEFICIARY RIGHTS.  This Agreement is entered into 
for the sole benefit of Buyer and Seller and no other parties are intended to 
be direct or incidental beneficiaries of this Agreement and no third party 
shall have any right in, under or to this Agreement.

     26.  INCORPORATION OF EXHIBITS.  Each and all of the exhibits to this 
Agreement are incorporated herein as if set forth in full in this Agreement.

     27.  PUBLIC ANNOUNCEMENTS.  The parties agree that all statements and/or 
public announcements, including those to the media, concerning this 
transaction shall be subject to the parties' collective approval, which 
approval shall not be unreasonably or untimely withheld.






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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the date set forth in the first paragraph of this Agreement.


                              NEW YORK BAGEL ENTERPRISES, INC.,
                              a Kansas corporation


                              By:
                                 ----------------------------------------
                              Name:
                                   --------------------------------------
                              Title:
                                    -------------------------------------

                                       "SELLER"


                              COMMERCIAL EQUITY, INC.,
                              a Kansas corporation


                              By:
                                 ----------------------------------------
                              Name:
                                   --------------------------------------
                              Title:
                                    -------------------------------------

                                        "BUYER"



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