<PAGE>
                                                                 EXHIBIT 10.12


                                        LEASE





                                       BETWEEN


                         L.P.V. PROPERTIES, L.L.C., as Lessor


                                         and


                     NEW YORK BAGEL ENTERPRISES, INC., as Lessee







                                   November 1, 1997






                                       1

<PAGE>

                                  TABLE OF CONTENTS


ARTICLE I    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     1.1    Leased Property. . . . . . . . . . . . . . . . . . . . . .    1
     1.2    Term . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     1.3    Improvements by Tenant to Leased Premises; Payment . . . .    2

ARTICLE II   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
     2.     Definitions. . . . . . . . . . . . . . . . . . . . . . . .    2

ARTICLE III  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.1    Minimum Rent . . . . . . . . . . . . . . . . . . . . . . .    6
            (a)  Initial Term. . . . . . . . . . . . . . . . . . . . .    6
            (b)  Extended Terms. . . . . . . . . . . . . . . . . . . .    6
     3.2    Additional Charges . . . . . . . . . . . . . . . . . . . .    6
     3.3    Net Lease. . . . . . . . . . . . . . . . . . . . . . . . .    7
     3.4    Late Charge. . . . . . . . . . . . . . . . . . . . . . . .    7

ARTICLE IV   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
     4.1    Payment of Impositions . . . . . . . . . . . . . . . . . .    7
     4.2    Notice of Impositions. . . . . . . . . . . . . . . . . . .    9
     4.3    Utility Charges. . . . . . . . . . . . . . . . . . . . . .    9
     4.4    Insurance Premiums . . . . . . . . . . . . . . . . . . . .    9

ARTICLE V    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
     5.1    No Termination, Abatement, etc . . . . . . . . . . . . . .    9
     5.2    Abatement Procedures . . . . . . . . . . . . . . . . . . .   10

ARTICLE VI   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10
     6.1    Ownership of the Leased Property . . . . . . . . . . . . .   10
     6.2    Lessee's Personal Property . . . . . . . . . . . . . . . .   10

ARTICLE VII  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     7.2    Use of the Leased Property . . . . . . . . . . . . . . . .   10

ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     8.1    Compliance with Legal and Insurance
             Requirements, Instruments, etc. . . . . . . . . . . . . .   11
     8.2    Legal Requirement Covenants. . . . . . . . . . . . . . . .   11

ARTICLE IX   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     9.1    Maintenance and Repair . . . . . . . . . . . . . . . . . .   11
     9.2    Encroachments, Restrictions, etc.. . . . . . . . . . . . .   12


                                       i

<PAGE>

ARTICLE X    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
     10.1   Environmental. . . . . . . . . . . . . . . . . . . . . . .   13
     10.2   Definition of Hazardous Materials. . . . . . . . . . . . .   13

ARTICLE XI   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
     11.    No Liens . . . . . . . . . . . . . . . . . . . . . . . . .   13

ARTICLE XII  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
     12.    Permitted Contests . . . . . . . . . . . . . . . . . . . .   14

ARTICLE XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
     13.1   General Insurance Requirements . . . . . . . . . . . . . .   14
     13.2   Replacement Cost . . . . . . . . . . . . . . . . . . . . .   15
     13.3   Additional Insurance . . . . . . . . . . . . . . . . . . .   15
     13.4   Waiver of Subrogation. . . . . . . . . . . . . . . . . . .   15
     13.5   Form Satisfactory, etc.. . . . . . . . . . . . . . . . . .   16
     13.6   Increase in Limits . . . . . . . . . . . . . . . . . . . .   16
     13.7   Blanket Policy . . . . . . . . . . . . . . . . . . . . . .   16
     13.8   No Separate Insurance. . . . . . . . . . . . . . . . . . .   16
     13.9   Continuous Coverage. . . . . . . . . . . . . . . . . . . .   17

ARTICLE XIV  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
     14.1   Insurance Proceeds . . . . . . . . . . . . . . . . . . . .   17
     14.2   Reconstruction in the Event of Damage or
            Destruction Covered by Insurance Proceeds. . . . . . . . .   17
     14.3   Reconstruction in the Event of Damage or
            Destruction Not Covered by Insurance . . . . . . . . . . .   18
     14.4   Lessee's Property. . . . . . . . . . . . . . . . . . . . .   18
     14.5   Restoration of Lessee's Property . . . . . . . . . . . . .   18
     14.6   No Abatement of Rent . . . . . . . . . . . . . . . . . . .   18
     14.7   Termination of Option to Extend. . . . . . . . . . . . . .   19
     14.8   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .   19

ARTICLE XV   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
     15.1   Definitions. . . . . . . . . . . . . . . . . . . . . . . .   19
     15.2   Parties' Rights and Obligations. . . . . . . . . . . . . .   19
     15.3   Total Condemnation . . . . . . . . . . . . . . . . . . . .   19
     15.4   Allocation of Portion of Award . . . . . . . . . . . . . .   20
     15.5   Partial Taking . . . . . . . . . . . . . . . . . . . . . .   20
     15.6   Temporary Taking . . . . . . . . . . . . . . . . . . . . .   20

ARTICLE XVI  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     16.1   Events of Default. . . . . . . . . . . . . . . . . . . . .   21
     16.2   Certain Remedies . . . . . . . . . . . . . . . . . . . . .   22
     16.3   Damages. . . . . . . . . . . . . . . . . . . . . . . . . .   23


                                      ii

<PAGE>

     16.4   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .   24
     16.5   Application of Funds . . . . . . . . . . . . . . . . . . .   24

ARTICLE XVII . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
     17.    Lessor's Right to Cure Lessee's Default. . . . . . . . . .   24

ARTICLE XVIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
     18.1   Options to Extend. . . . . . . . . . . . . . . . . . . . .   25
     18.2   Minimum Rent During Extended Terms . . . . . . . . . . . .   25

ARTICLE XIX  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
     19.    Holding Over . . . . . . . . . . . . . . . . . . . . . . .   25

ARTICLE XX   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
     20.    Risk of Loss . . . . . . . . . . . . . . . . . . . . . . .   26

ARTICLE XXI  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
     21.    Indemnification. . . . . . . . . . . . . . . . . . . . . .   26

ARTICLE XXII . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
     22.1   Subletting and Assignment. . . . . . . . . . . . . . . . .   27
     22.2   Attornment . . . . . . . . . . . . . . . . . . . . . . . .   27

ARTICLE XXIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
     23.    Officers' Certificates . . . . . . . . . . . . . . . . . .   27

ARTICLE XXIV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
     24.    Lessor's Right to Inspect. . . . . . . . . . . . . . . . .   28

ARTICLE XXV  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
     25.    No Waiver. . . . . . . . . . . . . . . . . . . . . . . . .   28

ARTICLE XXVI . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
     26.    Remedies Cumulative. . . . . . . . . . . . . . . . . . . .   28

ARTICLE XXVII. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
     27.    Acceptance of Surrender. . . . . . . . . . . . . . . . . .   28

ARTICLE XXVIII . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
     28.    No Merger of Title . . . . . . . . . . . . . . . . . . . .   28

ARTICLE XXIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
     29.    Conveyance by Lessor . . . . . . . . . . . . . . . . . . .   29

ARTICLE XXX  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
     30.    Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . .   29


                                     iii

<PAGE>

ARTICLE XXXI . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
     31.    Notices. . . . . . . . . . . . . . . . . . . . . . . . . .   29

ARTICLE XXXII. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
     32.1   Lessor May Grant Liens . . . . . . . . . . . . . . . . . .   30
     32.2   Lessee's Right to Cure . . . . . . . . . . . . . . . . . .   31
     32.3   Breach by Lessor . . . . . . . . . . . . . . . . . . . . .   31

ARTICLE XXXIII . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
     33.1   Survival of Obligations. . . . . . . . . . . . . . . . . .   31
     33.2   Late Charges; Interest . . . . . . . . . . . . . . . . . .   31
     33.3   Limits of Lessor's Liability . . . . . . . . . . . . . . .   31
     33.4   Addendum, Amendments and Exhibits. . . . . . . . . . . . .   32
     33.5   Headings . . . . . . . . . . . . . . . . . . . . . . . . .   32
     33.6   Time . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     33.7   Days . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     33.8   Rent . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     33.9   Applicable Law . . . . . . . . . . . . . . . . . . . . . .   32
     33.10  Successors and Assigns . . . . . . . . . . . . . . . . . .   32
     33.11  Recordation. . . . . . . . . . . . . . . . . . . . . . . .   32
     33.12  Prior and Future Agreements. . . . . . . . . . . . . . . .   32
     33.13  Partial Invalidity . . . . . . . . . . . . . . . . . . . .   32
     33.14  Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . .   33
     33.15  Authority of Lessor and Lessee . . . . . . . . . . . . . .   33
     33.16  Relationship of the Parties. . . . . . . . . . . . . . . .   33
     33.17  Counterparts . . . . . . . . . . . . . . . . . . . . . . .   33
     33.18  Brokers. . . . . . . . . . . . . . . . . . . . . . . . . .   33
     33.19  Computer Disc. . . . . . . . . . . . . . . . . . . . . . .   33


                                      iv

<PAGE>

                                        LEASE


     THIS LEASE (this "Lease") is made as of this 1st day of November, 1997, by
and between L.P.V. PROPERTIES, L.L.C., an Oklahoma limited liability company,
herein called "Lessor," and NEW YORK BAGEL ENTERPRISES, INC., a Kansas
corporation, herein called "Lessee," subject to the terms, conditions and
contingencies set forth below.

                                      ARTICLE I

          1.1  LEASED PROPERTY.  Upon and subject to the terms and conditions
hereinafter set forth, Lessor leases to Lessee, and Lessee rents and hires from
Lessor all of the following (collectively, the "Leased Property"):

               (i)    The real property described in Exhibit "A" attached hereto
(the "Land");

               (ii)   All buildings, structures, Fixtures (as hereinafter
defined) and other improvements of every kind including, without limitation,
alleyways and connecting tunnels, sidewalks, utility pipes, conduits and
lines (on-site and off-site), parking areas and roadways appurtenant to such
buildings and structures presently situated upon the Land and to be
constructed upon the Land by Lessee in accordance with this Lease
(collectively, the "Leased Improvements");

               (iii)  All easements, rights and appurtenances relating to the
Land and the Leased Improvements; and

               (iv)   All current and future permanently affixed equipment,
machinery, fixtures, and other items of real and/or personal property, including
all components thereof, permanently affixed to or incorporated into the Leased
Improvements, including, without limitation, all furnaces, boilers, heaters,
electrical equipment, heating, plumbing, lighting, ventilating, refrigerating,
incineration, air and water pollution control, waste disposal, air-cooling and
air conditioning systems and apparatus, sprinkler systems and fire and theft
protection equipment, all of which to the greatest extent permitted by the law,
are hereby deemed by the parties hereto to constitute real estate, together with
all replacements, modifications, alterations and additions thereto
(collectively, the "Fixtures").

          1.2  TERM.  The initial term of this Lease (the "Initial Term") shall
be the period commencing on the earlier of _____ days after the execution of
this Lease by Lessee and Lessor, or completion of Tenant's improvements (the
"Commencement Date") and expiring ten (10) years after the Commencement Date.
Lessee has the right to extend the term of this Lease, at Lessee's option, as
provided in Article XVIII, below.  (The Initial Term plus all validly exercised
options to extend, if any, shall be referred to herein as the "Term").

<PAGE>

          1.3  IMPROVEMENTS BY TENANT TO LEASED PREMISES; PAYMENT.

               1.3.1     Lessor shall cause and supervise improvements to be
made to the Leased Property, said improvements shall be made and completed in
accordance with Exhibit B attached to and incorporated herein.  All such
improvements must include, as a part of cost and completion, compliance with all
applicable laws and codes under federal, state and city statutes, codes and
regulations, including, but not limited to, compliance with the Americans with
Disabilities Act.  All such construction and improvement plans must, prior to
their implementation, be preapproved by both Lessor and Lessee, which approval
shall be promptly given and not be unreasonably withheld.  The contractor
performing the work shall have in place prior to initiation of construction, and
provide Lessee with evidence of same, a 100% Performance Bond and Labor and
Material Bond, and Builder's Risk and Workmen's Compensation Insurance carried
by competent insurers and sureties.  It shall be Lessor's duty and
responsibility to supervise the general contractor and see that all work is
completed to Lessee's specifications, on time and in a workmanlike manner.
Lessor shall obtain from the general contractor a list of any subcontractors
performing work on the Land and prior to final payment, a release of suppliers
and materialman's liens shall be obtained by Lessor or contractor from said
subcontractors.

               1.3.2     Lessor shall purchase, at Lessor's cost, the Land.
Lessor shall further pay $135,000 toward the costs of the improvements made to
the Leased Property.  After Lessor has incurred the $135,000 of costs, Lessor
shall invoice Lessee for any expenditures incurred over the $135,000 amount and
Lessee shall timely remit to Lessor such amounts.

                                      ARTICLE II

     2.   DEFINITIONS.  For all purposes of this Lease, except as otherwise
expressly provided, (i) the terms defined in this Article II have the meanings
assigned to them in this Article II and include the plural as well as the
singular; (ii) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles at the time applicable; and (iii) the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Lease as a whole and
not to any particular Article, Paragraph or other subdivision:

          ADDITIONAL CHARGES.  As defined in Paragraph 3.2.

          ADDITIONAL RENT.  As defined in Paragraph 3.1.

          AFFILIATE.  When used with respect to any corporation, the term
"Affiliate" shall mean any person or entity (including any trust) which,
directly or indirectly, controls or is controlled by or is under common control
with such corporation.  For the purposes of this definition, "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, through the ownership
of voting securities, partnership interests or other equity interests.  For the
purposes of this definition, "person" shall mean any natural person, trust,
partnership, corporation, joint venture or other legal entity.

                                       2

<PAGE>

          BUILDING.  That certain building to be constructed upon the Land by
Tenant and operated as a New York Bagel Cafe restaurant which will become a part
of the Leased Property, as defined in Article I, above.

          BUILDING MORTGAGE.  As defined in Article XIII.

          BUILDING MORTGAGEE.  As defined in Article XIII.

          BUSINESS DAY.  Each Monday, Tuesday, Wednesday, Thursday, and Friday,
which is not a day on which national banks in the State of Oklahoma are
authorized or obligated, by law or executive order, to close.

          CALENDAR YEAR.  The period from January 1 through and including
December 31 in the same calendar year.

          CODE.  The Internal Revenue Code of 1986, as amended.

          ENCUMBRANCE.  As defined in Article XXXII.

          EVENT OF DEFAULT.  As defined in Article XVI.

          EXTENDED TERM.  As defined in Article XVIII.

          FIXTURES.  As defined in Article I.

          IMPOSITIONS.  Collectively, all taxes (including, without limitation,
all ad valorem, sales and use or any other taxes as the same relate to or are
imposed upon Lessee or Lessor or the business conducted upon the Leased
Property), assessments (including, without limitation, all assessments for
public improvements or benefits, whether or not commenced or completed prior to
the date hereof and whether or not to be completed within the Term), water,
sewer or other rents and charges, excises, tax levies, fees (including, without
limitation, license, permit, inspection, authorization and similar fees), and
all other governmental charges, in each case whether general or special,
ordinary or extraordinary, or foreseen or unforeseen, of every character in
respect of the Leased Property, Lessor, or the business conducted thereon by
Lessee (including all interest and penalties thereon due to any failure in
payment by Lessee), and all increases in all the above from any cause
whatsoever, including reassessment, which at any time prior to, during or in
respect of the Term may be assessed or imposed on or in respect of or be a lien
upon (a) Lessor's interest in the Leased Property or any part thereof; (b) the
Leased Property or any part thereof; or (c) any occupancy, operation, use or
possession of, or sales from, or activity conducted on, or in connection with
the Leased Property or the leasing or use of the Leased Property or any part
thereof by Lessee.  Without limiting the foregoing, the term "Imposition" shall
include any sales tax paid under this Lease, depreciation recapture, any other
taxes (except for the specific exclusions stated below), fees or charges imposed
by the State and any potential subdivision thereof relating to the Leased
Property, or this Lease, whether relating to any period prior to or after the
Commencement Date.

                                       3

<PAGE>

Nothing contained in this Lease shall be construed to require Lessee to pay
(1) the following taxes and fees to the extent they relate to Lessor's
business generally (as opposed to relating specifically to Lessor's ownership
of the Leased Property, lease thereof to Lessee or income therefrom): any
federal, state or local income tax of Lessor, taxes based on outstanding
corporate shares of Lessor or Lessor's equity or capitalization, regardless
of whether denominated as an income tax, franchise tax, capital tax or
otherwise; (2) any income or capital gain tax imposed with respect to the
sale, exchange or other disposition, or operation, by Lessor of any Leased
Property or the proceeds thereof; or (3) estate, inheritance, gift taxes or
documentary transfer taxes.

          INSURANCE REQUIREMENTS.  All terms of any insurance policy required by
this Lease and all requirements of the issuer of any such policy.

          LAND.  As defined in Article I.

          LEASE.  As defined in the Preamble.

          LEASE YEAR.  The twelve (12) month period from January 1 to December
31 in each calendar year.  In the case of the beginning of the Initial Term, the
provision "Lease Year" shall mean the period from the Commencement Date (defined
in Paragraph 1.2, above) to December 31, 1997; in the case of the end of the
Term, the provision "Lease Year" shall mean the period from the last January 1
to occur in the Term to the date of expiration of the Lease.  The Lease Year
1997 shall mean the Commencement Date through December 31, 1997; the Lease Year
1998 shall mean January 1, 1998 through December 31, 1998, and so on.

          LEASED IMPROVEMENTS; LEASED PROPERTY.  Each as defined in Article I.

          LEGAL REQUIREMENTS.  All federal, state, county, municipal, and other
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees, and injunctions affecting either the Leased Property or the
construction, use or alteration thereof whether now or hereafter enacted and in
force, including any which may (i) require repairs, modifications or alterations
in or to the Leased Property; or (ii) in any way adversely affect the use and
enjoyment thereof, and all permits, licenses and authorizations and regulations
thereto, and all covenants, agreements, restrictions, and encumbrances contained
in any instruments, either of record or known to Lessee, at any time in force
affecting the Leased Property.

          LESSEE.  New York Bagel Enterprises, Inc., a Kansas corporation (and
any assignee permitted subject to the terms and conditions in this Lease).

          LESSEE'S PERSONAL PROPERTY.  All machinery, equipment, furniture,
furnishings, movable walls or partitions, computers, or movable trade fixtures
or other personal property, and consumable inventory and supplies, owned by
Lessee and used or useful in Lessee's business on the Leased Property,
including, without limitation, all items of furniture, furnishings, equipment,
supplies and inventory, except items acquired by Lessor pursuant to the Purchase
Agreement.


                                       4

<PAGE>

          LESSOR.  L.P.V. Properties, L.L.C., an Oklahoma limited liability
company, and its successors and assigns.  Unless Lessee is notified by Lessor
otherwise, Lessor's address is: L.P.V. Properties, L.L.C., 845 Glenlake Drive,
Edmond, Oklahoma 73013, Attention: Lee Cohlmia, Manager.

          MINIMUM RENT.  As defined in Paragraph 3.1.

          NOTICE.  A notice given pursuant to Article XXXI hereof.

          OFFICERS' CERTIFICATE.  A certificate of Lessee signed by (i) the
Chairman of the Board of Directors, Chief Executive Officer or the President or
any authorized Vice President; and (ii) the Secretary, or another officer
authorized by appropriate resolution to so sign by the Board of Directors.  Any
signature required above may be substituted with a signature of another person
whose power and authority to act has been authorized by an appropriate corporate
resolution.

          OVERDUE RATE.  On any date, a rate equal to the Prime Rate (defined
below), plus five percent (5%); provided, however, that it is the intent of
Lessor and Lessee that the Overdue Rate (and all other interest rates provided
for hereunder) be in strict compliance with applicable usury laws of the State
of Kansas, and that in the event the Overdue Rate (or other interest rate
provided for hereunder) shall be deemed to exceed that permitted to be charged
by the laws of the State of Kansas, any and all excess sums collected by Lessor
shall be credited against the Rent payable under this Lease or if there is no
Rent due, promptly refunded to Lessee.

          PAYMENT DATE.  Any due date for the payment of the installments of
Minimum Rent or any other payments required under this Lease.

          PRIMARY INTENDED USE.  As defined in Paragraph 7.1.2.

          PRIME RATE.  On any date, a rate equal to the annual rate on such date
announced by NationsBank, N.A. to be its prime rate for 90-day unsecured loans
to its corporate borrowers of the highest credit standing or, if not available,
such other rate as may be published by THE WALL STREET JOURNAL as the prime rate
in its listing of "MONEY RATES."

          RENT.  Any and all monetary obligations of Lessee owing under this
Lease.

          STATE.  As defined in Schedule 1 attached hereto and incorporated
herein.

          SUBSIDIARIES.  Corporations, of which either Lessee or Lessor owns,
directly or indirectly, more than 50% of the voting stock (individually, a
"Subsidiary").

          TERM.  Collectively, the Initial Term plus any Extended Terms, as the
context may require, unless earlier terminated pursuant to the provisions
hereof.

                                       5

<PAGE>

          UNSUITABLE FOR ITS PRIMARY INTENDED USE.  A state of condition of the
Building such that by reason of damage or destruction, or a partial taking by
Condemnation, in the good faith judgment of Lessor, reasonably exercised, the
Building cannot be operated on a commercially practicable basis for its Primary
Intended Use taking into account.

          UNAVOIDABLE DELAYS.  Delays due to strikes, lock-outs, inability to
procure materials, power failure, acts of God, governmental restrictions, enemy
action, civil commotion, fire, unavoidable casualty or other causes beyond the
control of the party responsible for performing an obligation hereunder;
provided that lack of funds shall not be deemed a cause beyond the control of
either party hereto unless such lack of funds available to Lessor results from
Lessee's failure to perform any of its obligations under this Lease.

          The above does not include all the definitions to be used in this
Lease.  Various definitions of other terms are included in the other Articles of
this Lease.

                                     ARTICLE III

          3.1  MINIMUM RENT.  Lessee will pay to Lessor in lawful money of the
United States of America which shall be legal tender for the payment of public
and private debts, at Lessor's address set forth above or at such other place or
to such other person, firms or corporations as Lessor from time-to-time may
designate in a Notice, Minimum Rent (as defined below), during the Term, as
follows:

               (a)  INITIAL TERM.  The "Minimum Rent" shall be the annual sums
as stated in Schedule 1 attached hereto and incorporated herein.  The Minimum
Rent shall be paid in advance in equal, consecutive monthly installments on the
first day of each calendar month of the Term.  Minimum Rent shall be prorated
for any partial month at the beginning or end of the Term.

               (b)  EXTENDED TERMS.  The Minimum Rent during the Extended Terms
shall be as stated in Article XVIII, below.

          3.2  ADDITIONAL CHARGES.  In addition to the Minimum Rent, (1) Lessee
will also pay and discharge as and when due and payable all other amounts,
liabilities, obligations and Impositions which Lessee assumes or agrees to pay
under this Lease, and (2) in the event of any failure on the part of Lessee to
pay any of those items referred to in the immediately preceding clause (1)
above, Lessee will also promptly pay and discharge every fine, penalty, interest
and cost which may be added for non-payment or late payment of such items (the
items referred to in clauses (1) and (2) above being referred to herein
collectively as the "Additional Charges"), and Lessor shall have all legal,
equitable and contractual rights, powers and remedies provided either in this
Lease or by statute or otherwise in the case of non-payment of the Additional
Charges.  If any elements of Additional Charges shall not be paid within seven
(7) Business Days after its due date and Lessor pays any such amount (which
Lessor shall have the right, but not the obligation, to do), then, in addition
to Lessor's other rights and remedies, Lessee will pay Lessor on demand, as
Additional Charges, interest on such unpaid Additional Charges computed at the
Overdue Rate from the due date of such installment to the date of Lessee's
payment thereof.


                                       6

<PAGE>

          3.3  NET LEASE.  Subject to the provisions of Article V, below,
without limiting any provision of this Lease, the Rent shall be paid absolutely
net to Lessor, so that this Lease shall yield to Lessor the full amount of the
installments of Minimum Rent throughout the Term, all as more fully set forth in
Articles IV, VIII, IX and XIII, and other provisions of this Lease, so that,
accordingly, Lessee shall pay all Additional Charges and any other expenses of
any kind associated with this Lease and the Leased Property to insure that
Lessor receives the Minimum Rent, net of all expenses.  Further, because Lessee,
prior to the date of this Lease, is the owner of fee simple title to the Leased
Property, Lessee shall be responsible for all Additional Charges and all other
amounts due under this Lease for any period prior to and during the Term.

          3.4  LATE CHARGE.  LESSEE HEREBY ACKNOWLEDGES THAT LATE PAYMENT BY
LESSEE TO LESSOR OF RENT (INCLUDING, WITHOUT LIMITATION MINIMUM RENT AND
ADDITIONAL CHARGES) WILL CAUSE LESSOR TO INCUR COSTS NOT CONTEMPLATED BY THIS
LEASE, THE EXACT AMOUNT OF WHICH WILL BE EXTREMELY DIFFICULT TO ASCERTAIN.  SUCH
COSTS INCLUDE, WITHOUT LIMITATION, PROCESSING AND ACCOUNTING CHARGES.
ACCORDINGLY, IF ANY INSTALLMENT OF MINIMUM RENT OR ANY OTHER SUM DUE FROM LESSEE
SHALL NOT BE RECEIVED BY LESSOR WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH AMOUNT
SHALL BE DUE, THEN WITHOUT ANY REQUIREMENT FOR NOTICE TO LESSEE, LESSEE SHALL
PAY TO LESSOR A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF SUCH OVERDUE AMOUNT.
THE PARTIES HEREBY AGREE THAT SUCH LATE CHARGE REPRESENTS A FAIR AND REASONABLE
ESTIMATE OF THE COSTS LESSOR WILL INCUR BY REASON OF LATE PAYMENT BY LESSEE.
ACCEPTANCE OF SUCH LATE CHARGE BY LESSOR SHALL IN NO EVENT CONSTITUTE A WAIVER
OF LESSEE'S DEFAULT OR BREACH WITH RESPECT TO ANY UNPAID OVERDUE AMOUNTS, NOR
PREVENT LESSOR FROM EXERCISING ANY OF THE OTHER RIGHTS AND REMEDIES GRANTED
UNDER THIS LEASE WITH RESPECT TO ANY SUCH UNPAID OVERDUE AMOUNTS.

                                      ARTICLE IV

          4.1  PAYMENT OF IMPOSITIONS.  Subject to Article XII relating to
permitted contests, Lessee will pay, or cause to be paid, all Impositions coming
due prior to or during the Term, or which relate to any period within the Term
or prior to the Term, before any fine, penalty, interest or cost may be added
for non-payment (or earlier if required by any taxing authority), such payments
to be made directly to the taxing authorities where feasible, and will promptly
furnish to Lessor copies of official receipts or other satisfactory proof
evidencing such payments.  Lessee's obligation to pay Impositions shall be
deemed absolutely fixed upon the date such Impositions become a lien upon the
Leased Property or any part thereof.  If any Imposition may, at the option of
the taxpayer, lawfully (without penalty) be paid in installments (whether or not
interest shall accrue on the unpaid balance of such Imposition), Lessee may
exercise the option to pay the same (and any accrued interest on the unpaid
balance of such Imposition) in installments and in such event, shall pay such
installments during the Term hereof (subject to Lessee's right of contest
pursuant to the provisions of Article XII) as the same respectively become due
and before any fine, penalty, premium, further interest or cost may be added
thereto.  Lessee, at its expense, shall, to the extent required or permitted by
Legal Requirements, prepare and file all tax returns and reports in respect of
any Imposition as may be required by governmental authorities.  If any refund
shall be due from any taxing authority in respect of any Imposition, the same
shall

                                       7

<PAGE>

be paid over to or retained by Lessee if no Event of Default shall have
occurred hereunder and be continuing, but if such Event of Default has
occurred and is continuing (i.e., it has not been cured), such refund shall
be paid to Lessor and utilized to cure any such continuing Event of Default.
After fully curing such Event of Default, any excess funds from such refund
shall be paid by Lessor to Lessee.  Any such funds retained by Lessor, as
provided above, shall be applied as provided in Article XVI.  Lessor and
Lessee shall, upon request of the other, provide such data as is maintained
by the party to whom the request is made with respect to the Leased Property
as may be necessary to prepare any required returns and reports.  In the
event governmental authorities classify any property covered by this Lease as
personal property, Lessee shall file all personal property tax returns in
such jurisdictions where it must legally so file.  Lessor, to the extent it
possesses the same, and Lessee, to the extent it possesses the same, will
provide the other party, upon request, with cost and depreciation records
necessary for filing returns for any property so classified as personal
property.  Where Lessor is legally required to file personal property tax
returns, Lessee will provide to Lessor copies of assessment notices
indicating a value in excess of the reported value in sufficient time for
Lessor to file a protest.  Lessee may, upon notice to Lessor, at Lessee's
option and at Lessee's sole cost and expense, protest, appeal or institute
such proceedings as Lessee may deem appropriate to effect a reduction of real
estate or personal property assessments and Lessor, at Lessee's sole cost and
expense as aforesaid, shall fully cooperate with Lessee in such protest,
appeal, or other action, provided that Lessee may not withhold payments
pending such challenges except under the conditions set forth in Article XII.
Lessor shall have the right to require that Lessee pay to Lessor 1/12th of
the annual Impositions each month concurrently with the payment of Minimum
Rent, effective (a) upon the occurrence of any Event of Default relating to
the payment or nonpayment of Impositions (and irrespective of whether such
Event of Default is continuing or has been cured); (b) as to any Event of
Default not covered in the preceding subparagraph (a), upon the occurrence of
the second Event of Default under this Lease (and irrespective of whether any
such Events of Default are continuing or have been cured); and (c) once any
Event of Default has occurred hereunder that has not been cured within sixty
(60) days.  Unless Lessee is notified by Lessor otherwise, Lessee shall pay
all Impositions directly to the appropriate taxing or other authorities to
which payments are due, and Lessee shall provide Lessor written evidence and
notice that all such payments have been made.  Without limiting any of the
other indemnities set forth in this Lease, Lessee hereby agrees to defend,
indemnify, protect and hold harmless Lessor in connection with any
Impositions that relate to any time prior to or during the Term, and Lessee
acknowledges and agrees that it will not make claims against, or otherwise
look to, Lessor to reimburse Lessee for payments made relating to any period
prior to the Commencement Date.

          4.2  NOTICE OF IMPOSITIONS.  Lessor shall give prompt Notice to Lessee
for all Impositions payable by Lessee hereunder of which Lessor has knowledge,
but Lessor's failure to give any such Notice shall in no way diminish Lessee's
obligations hereunder to pay such Impositions, but such failure shall obviate
any default hereunder for a reasonable time after Lessee receives notice (from
any source) of any Imposition which it is obligated to pay.  However,
notwithstanding the foregoing, it shall be Lessee's sole duty to inquire and
determine all of the Impositions for which it is liable as provided herein and
shall promptly pay such Impositions when due, and Lessor shall have no duty of
inquiry concerning Impositions.

          4.3  UTILITY CHARGES.  Lessee will pay or cause to be paid all charges
for electricity, power, gas, oil, water, sewer connection and all other
utilities used in or for the Leased Property during the Term.

                                       8

<PAGE>

          4.4  INSURANCE PREMIUMS.  Lessee will pay or cause to be paid all 
premiums for the insurance coverage required to be maintained pursuant to 
Article XIII during the Term.

                                   ARTICLE V

          5.1  NO TERMINATION, ABATEMENT, ETC.  Subject to the provisions of 
Paragraph 5.2, Lessee shall not be entitled to any abatement, deduction, 
deferment or reduction of Rent, or set-off against the Rent, nor shall the 
respective obligations of Lessor and Lessee be otherwise affected by reasons 
of (a) any damage to, or destruction of, any Leased Property or any portion 
thereof; (b) the lawful or unlawful prohibition of, or restriction upon, 
Lessee's use of the Leased Property, or any portion thereof, the interference 
with such use by any person, corporation, partnership or other entity, or by 
reason of eviction by paramount title; (c) any claim which Lessee has or 
might have against Lessor or by reason of any default or breach of any 
warranty by Lessor under this Lease or any other agreement between Lessor and 
Lessee, or to which Lessor and Lessee are parties; (d) any bankruptcy, 
insolvency, reorganization, composition, readjustment, liquidation, 
dissolution, winding-up or other proceedings affecting Lessor or any assignee 
or transferee of Lessor; or (e) for any other cause whether similar or 
dissimilar to any of the foregoing other than a discharge of Lessee from any 
such obligations as a matter of law. Lessee hereby specifically waives all 
rights, arising from any occurrence whatsoever, which may now or hereafter be 
conferred upon it by law to (i) modify, surrender or terminate this Lease or 
quit or surrender the Leased Property or any portion thereof; or (ii) entitle 
Lessee to any abatement, reduction, suspension or deferment of the Rent 
payable under this Lease.  The obligations of Lessor and Lessee hereunder 
shall be separate and independent covenants and agreements and the Rent due 
under this Lease shall continue to be payable in all events, irrespective of 
Lessor's performance or non-performance under this Lease, unless the 
obligations to pay the same shall be terminated pursuant to the express 
provisions of this Lease or by termination of this Lease other than by reason 
of an Event of Default.

          5.2  ABATEMENT PROCEDURES.  In the event Lessee is entitled to an 
abatement of Minimum Rent under Article XV (by reason of any Condemnation as 
provided thereunder), the Lease shall not terminate (except as provided in 
Article XV) but the Minimum Rent shall be abated in proportion to the reduced 
capacity of the Leased Property for the use made of the same by Lessee at 
the time of the Condemnation.  If Lessor and Lessee are unable to agree upon 
the amount of such abatement within thirty (30) days after any partial taking 
as provided under Article XV, the matter shall be submitted by either party 
to a court of competent jurisdiction for resolution, but Lessee during such 
resolution shall continue to perform its obligations hereunder, including, 
without limitation, payment of that portion of the Minimum Rent which is not 
then in dispute.

                                   ARTICLE VI

          6.1  OWNERSHIP OF THE LEASED PROPERTY.  Lessee acknowledges and 
agrees that the Leased Property is the property of Lessor and that Lessee has 
only the right to the exclusive possession and use of the Leased Property 
upon the terms and conditions of this Lease.  

          6.2  LESSEE'S PERSONAL PROPERTY.  Lessee may (and shall as provided 
hereinbelow), at its expense, install, assemble or place on any parcels of 
the Land or in any of the Leased Improvements, any items 

                                       9
<PAGE>

of Lessee's Personal Property, and Lessee may, subject to the conditions set 
forth below, remove the same upon the expiration or any prior termination of 
the Term.  All of Lessee's Personal Property not removed by Lessee within 
twenty (20) days following the expiration or earlier termination of this 
Lease shall be considered abandoned by Lessee and may be used, appropriated, 
sold, destroyed, or otherwise disposed of by Lessor without first giving 
notice thereof to Lessee and without any payment to Lessee and without any 
obligation to account therefor.  Lessee shall, within twenty (20) days 
following the expiration or earlier termination of this Lease, at its sole 
cost and expense, repair any damage to the Land or the Leased Improvements 
occasioned by the installation, maintenance or removal of Lessee's Personal 
Property, and restore the Land or Leased Improvements to its condition 
immediately prior to any such installation.  To the extent allowed by law, 
Lessor and Lessee agree that the provisions of this Paragraph 6.2 shall be in 
substitution of any statutory obligations Lessor may have to give Lessee 
notice of demand for removal of Lessee's Personal Property and notice of sale 
of Lessee's Personal Property.  Lessor and Lessee agree that Lessor shall not 
be required to sell Lessee's Personal Property or account to Lessee therefor.

                                  ARTICLE VII
     
          7.1  USE OF THE LEASED PROPERTY.

               7.1.1     Lessee covenants that it will obtain and, at all 
times during the Term, maintain all approvals needed to use and operate the 
Leased Property under applicable federal, state and local law.

               7.1.2     After the Commencement Date and during the entire 
Term, Lessee shall use or cause to be used the Leased Property as a New York 
Bagel Cafe restaurant or other restaurant (the particular such use to which 
the Leased Property is put at any particular time is herein referred to as 
the "Primary Intended Use").  Lessee shall not use the Leased Property or any 
portion thereof for any other use without the prior written consent of 
Lessor, which consent shall not be unreasonably withheld or delayed.

               7.1.3     Lessee shall not commit or suffer to be committed 
any waste on the Leased Property, or in the Building nor shall Lessee cause 
or permit any nuisance thereon.

               7.1.4     Lessee shall neither suffer nor permit the Leased 
Property to be used in such a manner as (i) might reasonably tend to impair 
Lessor's title thereto or to any portion thereof; or (ii) may reasonably make 
possible a claim or claims of adverse usage or adverse possession by the 
public, as such, or of implied dedication of the Leased Property or any 
portion thereof.

                                  ARTICLE VIII

          8.1  COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS, INSTRUMENTS, 
ETC.   Subject to Article XII relating to permitted contests, Lessee, at its 
sole cost and expense, will promptly comply with all applicable Legal 
Requirements and Insurance Requirements in respect of the use, operation, 
maintenance, repair, and restoration of the Leased Property, whether or not 
compliance therewith shall require structural changes in any of the Leased 
Improvements or interfere with the use and enjoyment of the Leased Property.

                                      10
<PAGE>

          8.2  LEGAL REQUIREMENT COVENANTS.  Lessee covenants and agrees that 
the Leased Property and Lessee's Personal Property shall not be used for any 
unlawful purpose.  Lessee further warrants and represents that Lessee has 
obtained all necessary approvals and has given all necessary notices to allow 
Lessee to operate the Leased Property for its Primary Intended Use. 

                                   ARTICLE IX

          9.1  MAINTENANCE AND REPAIR.

               9.1.1     Lessee, at its sole cost and expense, will keep the 
Leased Property and all sidewalks and curbs appurtenant thereto and which are 
under Lessee's control in good order and repair (whether or not the need for 
such repairs occurs as a result of Lessee's use, any prior use, the elements 
or the age of the Leased Property, or any portion thereof), and, except as 
otherwise provided in Article XIV, with reasonable promptness, make all 
necessary and appropriate repairs thereto of every kind and nature, whether 
interior or exterior, structural or non-structural, ordinary or 
extraordinary, foreseen or unforeseen or arising by reason of a condition 
existing prior to the Commencement Date (concealed or otherwise).  All 
repairs shall, to the extent reasonably achievable, be at least equivalent in 
quality to the original work. Lessee will not take or omit to take any action 
the taking or omission of which may materially or adversely impair the value 
or the usefulness of the Leased Property or any part thereof for its Primary 
Intended Use.  Any repair work performed by Lessee shall be paid for so that 
no lien (i.e., mechanics', materialmen's or other liens) shall attach to the 
Leased Property, subject to the provisions of Article XII.

               9.1.2     Lessor shall not under any circumstances be required 
in connection with this Lease to build or rebuild any improvements on the 
Leased Property, or to make any repairs, replacements, alterations, 
restorations, or renewals of any nature or description to the Leased 
Property, whether ordinary or extraordinary, structural or non-structural, 
foreseen or unforeseen, or to make any expenditure whatsoever with respect 
thereto, or to maintain the Leased Property in any way.  Lessee hereby 
waives, to the extent permitted by law, the right to make repairs at the 
expense of Lessor pursuant to any law in effect at the time of the execution 
of this Lease or hereafter enacted.  Lessor shall have the right to give, 
record and post, as appropriate, notices of non-responsibility (or similar 
notices) under any mechanics' or materialmen's lien laws now or hereafter 
existing.

               9.1.3     Except as otherwise permitted herein, Lessee shall 
not make any modifications, alterations or improvements to the Leased 
Improvements or any portion thereof, whether by addition or deletion, without 
Lessor's prior written consent, which consent shall not be unreasonably 
withheld or delayed.

               9.1.4     Lessee will, upon the expiration or prior 
termination of the Term, vacate and surrender the Leased Property in the 
condition in which the Leased Property was originally received from Lessor, 
except as repaired, rebuilt, restored, altered or added to as permitted or 
required under this Lease and except for ordinary wear and tear (subject to 
the obligation of Lessee to maintain the Leased Property in good order and 
repair during the entire Term).

                                      11
<PAGE>

          9.2  ENCROACHMENTS, RESTRICTIONS, ETC.  If any of the Leased 
Improvements shall, at any time, encroach upon any property, street or 
right-of-way adjacent to the Leased Property, or shall violate the agreements 
or conditions contained in any lawful restrictive covenant or other agreement 
affecting the Leased Property, or any part thereof, or shall impair the 
rights of others under any easement or right-of-way to which the Leased 
Property is subject, then promptly upon the request of Lessor at the behest 
of any person affected by any such encroachment, violation or impairment, 
Lessee shall, at its sole cost and expense, (and after Lessor's prior 
approval) subject to Lessee's right to sue Lessor's predecessors in title 
with respect thereto or to contest the existence of any such encroachment, 
violation or impairment and, in such case, in the event of an adverse final 
determination, either (i) obtain valid and effective waivers or settlements 
of all claims, liabilities and damages resulting from each such encroachment, 
violation or impairment, whether the same shall affect Lessor or the Leased 
Property; or (ii) make such changes in the Leased Improvements, and take such 
other actions, as Lessee in the good faith exercise of its judgment deems 
reasonably practicable, to remove such encroachment, and to end such 
violation or impairment, including, if necessary, the alteration of any of 
the Leased Improvements, and in any event take all such actions as may be 
necessary in order to be able to continue the operation of the Leased 
Improvements for the Primary Intended Use substantially in the manner and to 
the extent the Leased Improvements were operated prior to the assertion of 
such violation, impairment or encroachment.  Lessee's obligations under this 
Paragraph 9.2 shall be in addition to and shall in no way discharge or 
diminish any obligation of any insurer under any policy of title or other 
insurance.

                                   ARTICLE X

          10.1 ENVIRONMENTAL.  Lessor agrees to indemnify, defend and hold 
harmless Tenant and Tenant's respective agents, employees, officers and 
directors from and against any and all claims, damages, actions, awards, 
fines, cleanup costs, expenses, attorneys' fees and court costs which may 
arise as a result of any claim or finding that Hazardous Materials are 
present within, upon or beneath the Leased Property, and Lessor will at 
Lessor's sole cost, subject to the hereinafter limitations, properly 
remediate, remove and abate such Hazardous Materials in accordance with all 
applicable laws, rules, regulations and ordinances, except in each case to 
the extent such Hazardous Materials are present as a result of the acts of 
Tenant or Tenant's respective agents, employees, contractors and assigns, in 
which event Tenant hereby indemnifies Lessor for and against all claims, 
damages, actions, awards, fines, cleanup costs, expenses, attorneys' fees and 
court costs associated with the same and Tenant will at Tenant's sole cost 
properly remediate, remove and abate such Hazardous Materials in accordance 
with all applicable laws, rules, regulations and ordinances.

          10.2 DEFINITION OF HAZARDOUS MATERIALS.  For purposes of this 
Lease, "Hazardous Materials" shall include, without limitation, any 
substance, material, waste, pollutant or contaminant, now or hereafter 
defined, listed or regulated by the "Environmental Laws" (defined below) or 
any other federal state or local law, regulation or order or by common law 
decision.  "Environmental Laws" means and includes any law, ordinance, 
regulation or requirement now or hereinafter in effect relating to land use, 
air, soil, surface water, groundwater (including the protection, cleanup, 
removal, remediation or damage thereof), human health and safety or any other 
environmental matter, including, without limitation, the following laws as 
the same may be amended from time to time:  Comprehensive Environmental 
Response, Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601, et 
seq.; Federal Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901, et 
seq.; Clean Water Act, 33 U.S.C. Sec. 1251, et seq.; Toxic Substances Control 
Act, 15 U.S.C. Sec. 2601, 

                                      12
<PAGE>

et seq.; Refuse Act, 33 U.S.C. Sec. 407; Occupational Safety and Health Act, 
29 U.S.C. Sec. 651, et seq.; Clean Air Act, 42 U.S.C. Sec. 7401, 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.

                                  ARTICLE XI

     11.  NO LIENS.  Subject to the provisions of Article XII relating to 
permitted contests, Lessee will not directly or indirectly, voluntarily or by 
operation of law, create or allow to remain and will promptly discharge at 
its expense any lien, mortgage, encumbrance, attachment, title retention 
agreement, or claim upon the Leased Property or any attachment, levy, claim, 
or encumbrance in respect of the Rent.

                                  ARTICLE XII

     12.  PERMITTED CONTESTS.  Lessee shall have the right to contest the 
amount or validity of any Imposition or any Legal Requirement or Insurance 
Requirement or any lien, attachment, levy, encumbrance, charge or claim 
("Claims") not otherwise permitted by Article XI, by appropriate legal 
proceedings in good faith and with due diligence, and to delay payment if 
legally permitted; provided this shall not be deemed or construed in any way 
as relieving, modifying or extending Lessee's covenants to pay or its 
covenants to cause to be paid any such charges at the time and in the manner 
as in this Lease provided and further provided that, such legal proceedings 
(and delay in payment) shall not cause the sale of the Leased Property, or 
any part thereof, to satisfy the same or cause Lessor or Lessee to be in 
default under any mortgage or deed of trust encumbering the Leased Property 
or any interest therein or otherwise threaten to cause loss or damage to 
Lessor or the Leased Property.  Upon the reasonable request of Lessor, Lessee 
shall provide to Lessor reasonable security satisfactory to Lessor to assure 
the payment of all Claims which may be assessed against the Leased Property, 
together with interest and penalties, if any, thereon.  Lessor agrees to join 
in any such proceedings if the same be required to legally prosecute such 
contest of the validity of such Claims; provided, however, that Lessor shall 
not thereby be subjected to any liability for the payment of any costs or 
expenses in connection with any proceedings brought by Lessee; and Lessee 
covenants to indemnify and save harmless Lessor from any such costs or 
expenses.  In the event that Lessee fails to pay any Claims when due or, upon 
Lessor's request, to provide the security therefor as provided in this 
Article XII and to diligently prosecute any contest of the same or in the 
event the same threatens to cause loss or damage to Lessor or the Leased 
Property, Lessor may, upon thirty (30) days advance written Notice to Lessee, 
pay such charges together with any interest and penalties and the same shall 
be repayable by Lessee to Lessor at the next Payment Date provided for in 
this Lease. Provided, however, that should Lessor reasonably determine that 
the giving of such Notice would risk loss to the Leased Property or otherwise 
threaten to cause loss or damage to Lessor, then Lessor shall give such 
written Notice as is practical under the circumstances.  Lessee shall be 
entitled to any refund of any Claims and such charges and penalties or 
interest thereon which have been paid by Lessee or paid by Lessor and for 
which Lessor has been fully reimbursed. 

                                  ARTICLE XIII

          13.1 GENERAL INSURANCE REQUIREMENTS.  Subject to the provisions of 
Paragraph 13.8, during the Term, Lessee shall at all times keep the Leased 
Property, and all property located in or on the Leased 

                                      13
<PAGE>

Property, insured with the kinds and amounts of insurance described below.  
This insurance shall be written by companies authorized to do insurance 
business in the state in which the Leased Property is located.  The policies 
must name Lessor as loss payee and additional named insured, shall contain a 
provision that such insurance may not be canceled or amended without at least 
thirty (30) days' notice to Lessor and shall be payable to Lessor as provided 
in Article XIV.  In addition, upon Lessor's written request, the policies 
shall name as mortgagee, loss payee and additional insured the holder 
("Building Mortgagee") of any mortgage, deed of trust or other security 
agreement and any other Encumbrance placed on the Leased Property in 
accordance with the provisions of Article XXXII, as well as any other entity 
interested in the Leased Property ("Building Mortgage") by way of a standard 
form of mortgagee's loss payable endorsement.  Evidence of insurance shall be 
deposited with Lessor and, if requested, with any Building Mortgagee(s).  The 
policies on the Leased Property, including the Leased Improvements, Fixtures 
and Lessee's Personal Property, shall insure against the following risks:

               13.1.1    Loss or damage by fire, vandalism and malicious 
mischief, extended coverage perils commonly known as "All Risk," and all 
physical loss perils normally included in such All Risk insurance, including, 
without limitation, sprinkler leakage, in an amount not less than one hundred 
percent (100%) of the then full replacement cost thereof (as defined below in 
Paragraph 13.2);

               13.1.2    Claims for personal injury or property damage under 
a policy of comprehensive general public liability insurance with amounts not 
less than One Million Dollars ($1,000,000.00) per occurrence, and with an 
annual aggregate of Three Million Dollars ($3,000,000.00);

               13.1.3    Flood (if the Leased Property is located in whole or 
in part within a flood plain area, as designated by any governmental or other 
responsible agency and if such insurance is available pursuant to applicable 
law) and such other hazards and in such amounts as may be customary for 
comparable properties in the area; and

               13.1.4    Any other kinds of insurance, and in such amounts, 
as Lessor may reasonably require from time to time to the extent available in 
the state where the Leased Property is located.

          13.2 REPLACEMENT COST.  The term "full replacement cost" as used 
herein, shall mean the full actual replacement cost of the Leased Property as 
determined from time-to-time upon the request of Lessor or Lessee (but not 
more frequently than once in every 24 months), including an increased cost of 
construction endorsement, less exclusions provided in the standard form of 
fire insurance policy in the state where the Leased Property is located.  
Lessor and Lessee agree that as of the Commencement Date the full replacement 
cost shall be deemed to be that amount set forth in Schedule 1 attached 
hereto and incorporated herein.

          13.3 ADDITIONAL INSURANCE.  In addition to the insurance described 
above, Lessee shall maintain such additional insurance as may be reasonably 
required from time-to-time by Lessor or any Building Mortgagee (to the extent 
available in the state where the Leased Property is located) and shall 
further at all times maintain adequate worker's compensation insurance 
coverage for all persons employed by Lessee on the Leased Property.  Such 
worker's compensation insurance shall be in accordance with the requirements 
of applicable federal, state and local law.

                                      14
<PAGE>

          13.4 WAIVER OF SUBROGATION.  All insurance policies carried by 
either party covering the Leased Property, the Fixtures, the  Building, or 
Lessee's Personal Property including, without limitation, contents, fire and 
casualty insurance, shall expressly waive any right of subrogation on the 
part of the insurer against the other party.  The parties hereto agree that 
their policies will include such waiver clause or endorsement so long as the 
same are obtainable without extra cost, and in the event of such an extra 
charge the other party, at its election, may pay the same, but shall not be 
obligated to do so.  Upon written request, each party shall provide the other 
party with a copy of each insurance policy with the waiver clause or 
endorsement attached.

          13.5 FORM SATISFACTORY, ETC.  All of the policies of insurance 
referred to in this Article XIII shall be written in a form reasonably 
satisfactory to Lessor and by insurance companies reasonably satisfactory to 
Lessor.  Subject to the foregoing, Lessor agrees that it will not 
unreasonably withhold its approval as to the form of the policies of 
insurance or as to the insurance companies selected by Lessee.  Lessee shall 
pay all of the premiums therefor, and deliver such policies or certificates 
thereof to Lessor prior to their effective date (and, with respect to any 
renewal policy, prior to the expiration of the existing policy), and in the 
event of the failure of Lessee either to effect such insurance as herein 
called for or to pay the premiums therefor, or to deliver such policies or 
certificates thereof to Lessor at the times required, Lessor shall be 
entitled, but shall have no obligation, to effect such insurance and pay the 
premiums therefor, which premiums shall be repayable by Lessee to Lessor upon 
written demand therefor, and failure to repay the same shall constitute an 
Event of Default within the meaning of Paragraph 16.1(b).  Each insurer 
mentioned in this Article XIII shall agree, by endorsement on the policy or 
policies issued by it, or by independent instrument furnished to Lessor, that 
will give to Lessor (and to any Building Mortgagee, if required by the same) 
thirty (30) days written notice before the policy or policies in questions 
shall be altered, allowed to expire or cancel.

          13.6 INCREASE IN LIMITS.  In the event that Lessor or a Building 
Mortgagee shall at any reasonable time deem the limits of the personal injury 
or property damage public liability insurance then carried to be 
insufficient, Lessee shall thereafter carry the insurance with increased 
limits until further change pursuant to the provisions of this Paragraph; 
provided that if Lessor desires to increase the limits of insurance, and such 
is not pursuant to the request of a Building Mortgagee, then Lessor may not 
demand an increase in limits above the limits generally consistent with the 
requirements of owners of restaurant facilities in the State.

          13.7 BLANKET POLICY.  Notwithstanding anything to the contrary 
contained in this Article XIII, Lessee's obligations to carry the insurance 
provided for herein may be brought within the coverage of a so-called blanket 
policy or policies of insurance carried and maintained by Lessee; provided, 
however, that the coverage afforded Lessor will not be reduced or diminished 
or otherwise be different from that which would exist under a separate policy 
meeting all other requirements of this Lease by reason of the use of such 
blanket policy of insurance, and provided further that the requirements of 
this Article XIII are otherwise satisfied.

          13.8 NO SEPARATE INSURANCE.  Lessee shall not on Lessee's own 
initiative or pursuant to the request or requirement of any third party take 
out separate insurance concurrent in form or contributing in the event of 
loss with that required in this Article, to be furnished or which may 
reasonably be required to be furnished, by Lessee or increase the amount of 
any then existing insurance by securing any additional policy or additional 
policies, unless all parties having an insurable interest in the subject 
matter of the insurance, 

                                      15
<PAGE>

including in all cases Lessor and all Building Mortgagees, are included 
therein as additional insureds, and the loss is payable under said insurance 
in the same manner as losses are payable under the Lease.  Lessee shall 
immediately notify Lessor of the taking out of any such separate insurance or 
of the increasing of any of the amount of the then existing insurance.

          13.9 CONTINUOUS COVERAGE.  Lessee was the owner of the Leased 
Property prior to the date of this Lease.  Therefore, Lessee already has in 
place insurance with respect to the Leased Property.  Lessee shall assure 
that there is no gap in the insurance coverage provided in connection with 
the Building at or after the Commencement Date, and therefore, the insurance 
provided by Lessee shall be continuous, with the types and amounts of 
coverage, described herein to be applicable on the Commencement Date.  To the 
extent there is not full, complete and continuous coverage for all issues, no 
matter when arising, claimed or occurring, Lessee shall, at its sole cost, 
obtain such insurance.

                                 ARTICLE XIV

          14.1 INSURANCE PROCEEDS.  All proceeds payable by reason of any 
loss of or damage to the Leased Property, or any portion thereof, which is 
insured under any policy of insurance required by Article XIII of this Lease, 
where the total proceeds paid by the insurer are less than $150,000.00, shall 
be paid to Lessee and applied to the reconstruction or repair, as the case 
may be, of any damage to or destruction of the Leased Property, or any 
portion thereof.  All proceeds payable by reason of any loss of or damage to 
the Leased Property, or any portion thereof, which is insured under any 
policy of insurance required by Article XIII of this Lease where the total 
proceeds paid by the insurer are equal to or in excess of $150,000.00 shall 
be paid to Lessor and held by Lessor in trust (subject to the provisions of 
Paragraph 14.7) and shall be made available for reconstruction or repair, as 
the case may be, of any damage to or destruction of the Leased Property, or 
any portion thereof, and shall be paid out by Lessor from time-to-time for 
the reasonable costs of such reconstruction or repair.  Any excess proceeds 
of insurance remaining after the completion of the restoration or 
reconstruction of the Leased Property shall go to Lessee, provided this Lease 
is in force and there exists no uncured Event of Default; otherwise such 
excess shall be paid to Lessor for application as set forth in Article XVI 
hereof.  In the event Lessee elects to terminate this Lease as described in 
Paragraph 14.2.1, all such insurance proceeds shall be retained by Lessor.  
All salvage resulting from any risk covered by insurance shall belong to 
Lessor except that any salvage relating to Lessee's Personal Property shall 
belong to Lessee.

          14.2 RECONSTRUCTION IN THE EVENT OF DAMAGE OR DESTRUCTION COVERED 
BY INSURANCE PROCEEDS.

               14.2.1    If during the Term, the Leased Property is totally 
or partially destroyed by a risk covered by the insurance described in 
Article XIII and whether or not the Building thereby is rendered Unsuitable 
for its Primary Intended Use, Lessee shall restore the Leased Property to 
substantially the same condition as existed immediately before the damage or 
destruction; provided, however, if the Leased Property is damaged or 
destroyed as to become partially or totally untenantable, and if the 
unexpired portion of the then current term of this Lease shall be six (6) 
months or less on the date of such damage or destruction, then Lessee may 
elect to terminate this Lease by giving written notice to Lessor of its 
election to do so within thirty (30) days after such occurrence.  If Lessee 
exercises its right to terminate this Lease, then this Lease shall 

                                      16
<PAGE>

terminate effective as of the date of such damage or destruction, and all 
rent or charges payable by Lessee shall be prorated to such date of 
termination.

               14.2.2    If the cost of the repair or restoration exceeds the 
amount of proceeds received by Lessee or Lessor from the insurance required 
under Article XIII, Lessee shall be obligated to restore the Leased Property 
and pay the extra cost therefor, provided that, prior to commencing the 
repair and restoration, Lessee shall either (i) contribute any excess amount 
needed to restore the Leased Property, or (ii) provide Lessor with 
satisfactory evidence that such funds are, and throughout the entire period 
of reconstruction will be, available.  If Lessee contributes such excess in 
cash, such excess shall be paid by Lessee to Lessor to be held in trust, 
together with any insurance proceeds, for application to the cost of repair 
and restoration.

          14.3 RECONSTRUCTION IN THE EVENT OF DAMAGE OR DESTRUCTION NOT 
COVERED BY INSURANCE.  If during the Term, the Leased Property is damaged or 
destroyed irrespective of the extent of the damage from a risk not covered by 
the insurance described in Article XIII, whether or not such damage or 
renders the Building Unsuitable for its Primary Intended Use, Lessee shall 
restore the Leased Property to substantially the same condition it was in 
immediately before such damage or destruction and such damage or destruction 
shall not terminate this Lease.

          14.4 LESSEE'S PROPERTY.  All insurance proceeds payable by reason 
of any loss of or damage to any of Lessee's Personal Property shall be paid 
to Lessee, and Lessee shall hold such insurance proceeds in trust to pay the 
cost of repairing or replacing damaged Lessee's Personal Property.  Any 
proceeds in excess of the cost of repairing or replacing any such Lessee's 
Personal Property shall belong to Lessee.

          14.5 RESTORATION OF LESSEE'S PROPERTY.  Without limiting Lessee's 
obligation to restore the Leased Property as provided in Paragraphs 14.2 and 
14.3, Lessee shall also pay the cost to restore all Alterations and other 
improvements made by Lessee which Lessee elects to restore, including 
Lessee's Personal Property to the extent that Lessee's Personal Property is 
necessary to the operation of the Leased Property for its Primary Intended 
Use in accordance with applicable Legal Requirements.

          14.6 NO ABATEMENT OF RENT.  This Lease shall remain in full force 
and effect and Lessee's obligation to make rental payments and to pay all 
other charges required by this Lease shall remain unabated during any period 
required for repair and restoration. 

          14.7 TERMINATION OF OPTION TO EXTEND.  Any termination of this 
Lease by reason of damage to or destruction of the Leased Property shall 
cause any options to extend the Lease under Article XVIII to be terminated 
and without further force or effect.

          14.8 WAIVER.  Lessee hereby waives any statutory rights of 
termination which may arise by reason of any damage to or destruction of the 
Leased Property which Lessor is obligated to restore or may restore under any 
of the provisions of this Lease.

                                      17
<PAGE>

                                   ARTICLE XV

          15.1 DEFINITIONS.

               15.1.1    "Condemnation" means (a) the exercise of any 
governmental power, whether by legal proceedings or otherwise, by a 
Condemnor; or (b) a voluntary sale or transfer by Lessor to any Condemnor, 
either under threat of Condemnation or while legal proceedings for 
Condemnation are pending.

               15.1.2    "Date of Taking" means the date the Condemnor has 
the right to possession of the property being condemned.

               15.1.3    "Award" means all compensation, sums or anything of 
value awarded, paid or received on a total or partial Condemnation.

               15.1.4    "Condemnor" means any public or quasi-public 
authority, or private corporation or individual, having the power of 
Condemnation.

          15.2 PARTIES' RIGHTS AND OBLIGATIONS.  If during the Term there is 
any taking of all or any part of the Leased Property or any interest in this 
Lease by Condemnation, the rights and obligations of the parties shall be 
determined by this Article XV.  

          15.3 TOTAL CONDEMNATION.  If title to the fee of the whole of the 
Leased Property shall be taken or condemned by any Condemnor, this Lease 
shall cease and terminate as of the Date of Condemnation by said Condemnor.  
If title to the fee of less than the whole of the Leased Property shall be so 
taken or condemned, which nevertheless renders the Leased Property Unsuitable 
for Its Primary Intended Use, as reasonably determined by Lessor and Lessee, 
Lessee and Lessor shall each have the option by written Notice to the other, 
at any time at or prior to the taking of possession by, or the date of 
vesting of title in, such Condemnor, whichever first occurs, to terminate 
this Lease as of the date of the occurrence of such first event.  If such 
Notice has timely been given, this Lease shall thereupon cease and terminate. 
Upon the termination of the Lease, all Minimum Rent, and Additional Charges 
paid or payable by Lessee hereunder shall be apportioned as of the date the 
Lease terminates.

          15.4 ALLOCATION OF PORTION OF AWARD.  The total Award made with 
respect to all or any portion of the Leased Property or for loss of rent, or 
for loss of business, whether or not beyond the Term of this Lease, or for 
the loss of value of the leasehold shall be solely the property of and 
payable to Lessor and Lessee hereby assigns to Lessor any and all rights in 
such Award; provided, however, that Lessee shall be entitled to (i) receive 
out of the Award the actual costs incurred by Lessee in constructing the 
Leased Improvements, (ii) to make a separate claim for the taking of Lessee's 
Personal Property and relocation expense, or (iii) for any other loss that 
can be awarded to Lessee separately from Lessor's claim and which will not in 
any respect whatsoever diminish or threaten to diminish the total amounts to 
be awarded to Lessor, as set forth above or otherwise.  In any Condemnation 
proceedings, each of the Lessor and Lessee shall seek its own claim in 
conformity herewith, at its own expense.

                                      18
<PAGE>

          15.5 PARTIAL TAKING.  If title to the fee of less than the whole of 
the Leased Property shall be so taken or condemned, and the Leased Property 
is still suitable for its Primary Intended Use, as reasonably determined by 
Lessor and Lessee, or if Lessee or Lessor shall not elect to terminate this 
Lease as provided in Paragraph 15.3 hereof, this Lease shall not terminate.  
In such case, the Rent shall be equitably and fairly reduced for the 
remainder of the Term in proportion to the amount of the Leased Property 
taken as compared to the whole, and Lessor shall be entitled to the entire 
Award for the taking of the portion condemned.

          15.6 TEMPORARY TAKING.  Lessee agrees that if, at any time after 
the date hereof, the whole or any part of the Leased Property or of Lessee's 
interest under this Lease, shall be Condemned by any Condemnor for its 
temporary use or occupancy, this Lease shall not terminate by reason thereof, 
and Lessee shall continue to pay, in the manner and at the times herein 
specified, the full amounts of Minimum Rent and Additional Charges.  Except 
only to the extent that Lessee may be prevented from doing so pursuant to the 
terms of the order of the Condemnor, Lessee shall also continue to perform 
and observe all of the other terms, covenants, conditions and obligations 
hereof, on the part of the Lessee to be performed and observed, as though 
such Condemnation had not occurred.  In the event of any such Condemnation as 
in this Paragraph 15.6 described, the entire amount of any such Award made 
for such temporary use, whether paid by way of damages, rent or otherwise, 
shall be paid to Lessee to the extent attributable to any period within the 
Initial Term (as extended by any already exercised options to extend) and 
except as otherwise provided hereunder. Notwithstanding the foregoing, in the 
event that any temporary use or occupancy covered under this Paragraph 15.6 
renders any portion of the Leased Property Unsuitable for its Primary 
Intended Use for a period in excess of twelve (12) calendar months, Lessee 
shall have the right to elect a reduction in Minimum Rent as set forth in 
Paragraph 5.2 commencing on the twelve (12) month anniversary of any such use 
or occupancy and continuing so long as such temporary use or occupancy 
continues, in which event any Award made for such temporary use or occupancy 
shall be paid to Lessor to the extent attributable to the period that Minimum 
Rent is so abated.  Lessee covenants that upon the termination of any such 
period of temporary use or occupancy as set forth in this Paragraph 15.6, it 
will, at its sole cost and expense, restore the Leased Property as nearly as 
may be reasonably possible, to the condition in which the same was 
immediately prior to the Condemnation, unless such period of temporary use or 
occupancy shall extend beyond the expiration of the Term, in which case 
Lessee shall not be required to make such restoration, and in such case, 
Lessee shall contribute to the cost of such restoration that portion of its 
entire Award which is specifically allocated to such restoration in the 
judgment or order of the court, if any.

                                  ARTICLE XVI

          16.1 EVENTS OF DEFAULT.  Any one or more of the following events 
shall be an "Event of Default":

               (a)  if Lessee fails to make payment of the Rent payable by 
Lessee under this Lease when the same becomes due and payable and such 
failure is not cured by Lessee within a period of five (5) Business Days; or

               (b)  if Lessee fails to observe or perform any other term, 
covenant or condition of this Lease and such failure is not cured by Lessee 
within a period of thirty (30) days after Notice thereof from 

                                      19
<PAGE>

Lessor, unless such failure cannot with due diligence be cured within a 
period of thirty (30) days, in which case such failure shall not be deemed an 
Event of Default if Lessee proceeds promptly and with due diligence to cure 
the failure and diligently completes the curing thereof within ninety (90) 
days; or 

               (c)  if Lessee does any of the following:

                    (i)   admit in writing its inability to pay its debts 
generally as they become due;

                    (ii)  file a petition in bankruptcy or a petition to take 
advantage of any insolvency law;

                    (iii) make an assignment for the benefit of creditors;

                    (iv)  consent to the appointment of a receiver of itself 
or of the whole or any substantial part of its property; or

                    (v)   file a petition or answer seeking reorganization or 
arrangement under the Federal bankruptcy laws or any other applicable law or 
statute of the United States of America or any state thereof; or

               (d)  if Lessee, on a petition in bankruptcy filed against it, 
is adjudicated a bankrupt or an order for relief thereunder is entered 
against it or a court of competent jurisdiction shall enter an order or 
decree appointing, without the consent of Lessee, a receiver for Lessee or of 
the whole or substantially all of its property or the Building, or approving 
a petition filed against Lessee seeking reorganization or arrangement of 
Lessee under the Federal bankruptcy laws or other applicable law or statute 
of the United States of America or any state thereof, and such judgment, 
order or decree shall not be vacated or set aside within one hundred twenty 
(120) days from the date of the entry thereof; or

               (e)  if Lessee shall be liquidated or dissolved, or shall 
begin proceedings toward such liquidation or dissolution, or shall, in any 
manner, permit the sale or divestiture of substantially all of its assets; or

               (f)  subject to the provisions of Article XII hereof, if the 
estate or interest of Lessee in the Leased Property or any part thereof be 
levied upon or attached in a proceeding and the same shall not be vacated or 
discharged within the later of ninety (90) days after commencement thereof or 
thirty (30) days after Notice thereof from Lessor, or a mechanic's or similar 
lien is filed with respect to the Leased Property and is not released or 
bonded around for a period exceeding sixty (60) days after Lessee first has 
knowledge of the same; or

               (g)  if Lessee voluntarily ceases operations on the Leased 
Property for a period in excess of two (2) days other than for required 
remodeling or if required by law; or

                                      20
<PAGE>

               (h)  if any of Lessee's representations or warranties
expressly set forth in this Lease (or financial statements provided to
Lessor) proves to be untrue when made in any material respect which
materially and adversely affects Lessor; or

               (i)  if Lessee attempts to assign or sublease, in violation of
the provisions of this Lease; or

               (j)  subject to the provisions of Article XII hereof, if
Lessee ceases to maintain in effect any license, permit, certificate or
approval necessary or otherwise required to operate the Building in
accordance with its Primary Intended Use.

          Upon the occurrence of an Event of Default, in addition to all of
Lessor's other remedies, Lessor may terminate this Lease by giving Lessee not
less than ten (10) Business Days Notice of such termination and upon the
expiration of the time fixed in such Notice, the Term shall terminate and all
rights of Lessee under this Lease shall cease.

          In the event litigation is commenced with respect to any alleged
default under this Lease, the prevailing party in such litigation shall
receive, in addition to its damages incurred, such sum as the court shall
determine as its reasonable attorneys' fees, and all costs and expenses
incurred in connection therewith, including reasonable attorneys' fees and
costs incurred on appeal.

          16.2 CERTAIN REMEDIES.  Lessor shall have all remedies and rights
provided under this Lease and/or otherwise available at law and in equity as
a result of an Event of Default or Lessee's other breach under this Lease,
including, to the extent permitted by the laws of the State, the right to
appoint a receiver as a matter of strict right without regard to the solvency
of Lessee, for the purpose of procuring the Leased Property, preventing
waste, protecting and otherwise enforcing the provisions of this Lease and
for any and all other purposes for which a receiver is allowed under the laws
of the State. Without limiting the foregoing, if an Event of Default occurs
(and the event giving rise to such Event of Default has not been cured within
the curative period, if any, relating thereto as set forth in this Lease)
whether or not this Lease has been terminated pursuant to Paragraph 16.1,
Lessee shall, to the extent permitted by law, and if required by Lessor to so
do, immediately surrender to Lessor the Leased Property pursuant to the
provisions of Paragraph 16.1 and quit the same and Lessor may enter upon and
repossess the Leased Property, in person, by agent or by a court-appointed
receiver, by reasonable force, summary proceedings, ejectment or otherwise,
and may remove Lessee and all other persons and any and all personal property
from the Leased Property subject to any requirements of law.  Without
limiting all other rights and remedies of Lessor under this Lease and under
law, Lessor shall have the right to accelerate all Rent (including Minimum
Rent) and therefore, upon Lessee's default, at Lessor's option, all such Rent
shall become immediately due and payable in accordance with Paragraph 16.3,
below.  Further, without limiting all other rights and remedies of Lessor
under this Lease and under law, Lessor shall be entitled to recover from
Lessee, and Lessee shall therefore be liable for, all costs of recovering
possession (including without limitation all costs associated with any
receiver) and renovating the Leased Property for a new lessee and all other
costs of re-leasing, including, but not limited to, broker's commissions and
attorneys' fees, except as limited by Paragraph 16.3 below.

                                      21
<PAGE>

          16.3 DAMAGES.  Neither (i) the termination of this Lease pursuant
to Section 16.1; (ii) the repossession of the Leased Property; (iii) the
failure of Lessor, notwithstanding reasonable good faith efforts, to relet
the Leased Property; nor (iv) the reletting of all or any portion thereof,
shall relieve Lessee of its liability and obligations hereunder, all of which
shall survive any such termination, repossession or reletting (except for
proceeds received on subletting).  In the event of any such termination,
Lessee shall forthwith pay to Lessor all Rent due and payable with respect to
the Leased Property to and including the date of such termination.

               (a)  Lessor shall not be deemed to have terminated this Lease
unless Lessor delivers written Notice to Lessee of such election.  If Lessee
voluntarily elects to terminate this Lease upon an Event of Default, then in
addition to all remedies available to Lessor, Lessor may recover the sum of:

                    (i)   the worth at the time of award of the unpaid Rent
which had been earned at the time of termination;

                    (ii)  the worth at the time of award of the amount by
which the unpaid Rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss that Lessee proves
could have been reasonably avoided;

                    (iii) the worth at the time of award of the amount by
which the unpaid Rent for the balance of the Term after the time of award
exceeds the amount of such rental loss that Lessee proves could be reasonably
avoided; and

                    (iv)  any other amount necessary to compensate Lessor for
all the detriment proximately caused by Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would
be likely to result therefrom.

                    The "worth at the time of award" of the amounts referred
to in subparagraphs (i) and (ii) above is computed by allowing interest at
the Overdue Rate.  The worth at the time of award of the amount referred to
in subparagraph (iii) is computed by discounting such amount at the discount
rate of the Federal Reserve Bank of Kansas City at the time of award plus one
percent (1%).

               (b)  Without limiting Lessor's other remedies provided herein
and provided by law, Lessor may continue the Lease in effect after Lessee's
breach and abandonment and recover Rent as it becomes due, provided that, in
such event, Lessee has the right to sublet or assign subject only to
reasonable conditions imposed by Lessor.  Accordingly, without termination of
Lessee's right to possession of the Leased Property, Lessor may demand and
recover each installment of Minimum Rent and other sums payable by Lessee to
Lessor under the Lease as the same becomes due and payable, which Minimum
Rent and other sums shall bear interest at the maximum interest rate
permitted in accordance with the laws of the State (or the Overdue Rate,
whichever is lower), from the date when due until paid, and Lessor may
enforce, by action or otherwise, any other term or covenant of this Lease.
If Lessor elects to recover each installment of Rent as it becomes due, then
Lessor may file any number of lawsuits for the recovery of the amounts due
hereunder.

                                      22
<PAGE>

          16.4 WAIVER.  If this Lease is terminated pursuant to Paragraph
16.1, Lessee waives, to the extent permitted by applicable law, the benefit
of any laws now or hereafter in force exempting property from liability for
rent or for debt.

          16.5 APPLICATION OF FUNDS.  Any payments received by Lessor under
any of the provisions of this Lease during the existence or continuance of
any Event of Default shall be applied to Lessee's obligations in the order
which Lessor may determine or as may be prescribed by the laws of the State.

                                  ARTICLE XVII

     17.  LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT.  If Lessee fails to make
any payment or to perform any act required to be made or performed under this
Lease, and to cure the same within the relevant time periods, if any,
provided under this Lease, Lessor, after fifteen (15) days' Notice to and
demand upon Lessee, and without waiving or releasing any obligation of Lessee
or default, may (but shall be under no obligation to) at any time thereafter
make such payment or perform such act for the account and at the expense of
Lessee, and may, to the extent permitted by law, enter upon the Leased
Property, in person, by agent or by court-appointed receiver, for such
purpose and take all such action thereon as, in Lessor's opinion, may be
necessary or appropriate therefor.  Provided, however, that should Lessor
reasonably determine that the giving of such Notice would risk loss to the
Leased Property, or cause damage to Lessor, then Lessor shall give such
written Notice as is practical under the circumstances.  No such entry shall
be deemed an eviction of Lessee.  In exercising any remedy under this Article
XVII, Lessor shall use its good faith efforts not to violate any rights of
residents of the Building.  All sums so paid by Lessor and all costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses, in each case) so incurred, together with a late charge thereon (to
the extent permitted by law) at the Overdue Rate from the date on which sums
or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor
on demand.  The obligations of Lessee and rights of Lessor contained in this
Article shall survive the expiration or earlier termination of this Lease.

                                 ARTICLE XVIII

          18.1 OPTIONS TO EXTEND.  Provided there exists no uncured Event of
Default under this Lease at the time Lessee exercises any option to extend
(in accordance with this Article XVIII), Lessee will have the right to extend
this Lease for two (2) periods of five (5) years each (each such additional
term shall be referred to herein as an "Extended Term"), commencing
immediately following the end of the Initial Term or the immediately
preceding Extended Term, as the case may be.  The Lease during any Extended
Term shall be on the same terms and conditions as during the Initial Term,
except that the Minimum Rent shall be determined as set forth in Paragraph
18.2 below.  In the event Lessee desires to exercise any option to extend
granted in this Article XVIII, Lessee shall give Landlord written notice
("Notice to Extend") not less than one hundred eighty (180) days prior to the
expiration of the Initial Term or the immediately preceding Extended Term, as
the case may be.  If Lessee fails to give Landlord any such notice, then such
option to extend and all future options to extend granted in this Article
XVIII shall be null and void and of no further force or effect.

                                      23
<PAGE>

          18.2 MINIMUM RENT DURING EXTENDED TERMS.  The Minimum Rent at the
commencement of each Extended Term shall be the annual sums as stated in
Schedule 1 attached hereto and incorporated herein.

                                  ARTICLE XIX

     19.  HOLDING OVER.  If Lessee shall for any reason remain in possession
of the Leased Property after the expiration of the Term or earlier
termination of the Term hereof, such possession shall be as a month-to-month
tenant during which time Lessee shall pay as rental each month, one and
one-half times the aggregate of (i) one-twelfth of the aggregate Minimum Rent
payable with respect to the last Lease Year of the Term; (ii) all Additional
Rent accruing or otherwise payable during the month; (iii) all Additional
Charges accruing during the month; and (iv) all other sums payable by Lessee
pursuant to the provisions of this Lease.  During such period of
month-to-month tenancy, Lessee shall be obligated to perform and observe all
of the terms, covenants and conditions of this Lease, but shall have no
rights hereunder other than the right, to the extent given by law to
month-to-month tenancies, to continue its occupancy and use of the Leased
Property.  Nothing contained herein shall constitute the consent, express or
implied, of Lessor to the holding over of Lessee after the expiration or
earlier termination of this Lease.

                                   ARTICLE XX

     20.  RISK OF LOSS.  During the Term of this Lease, the risk of loss or
of decrease in the enjoyment and beneficial use of the Leased Property in
consequence of the damage or destruction thereof by fire, the elements,
casualties, thefts, riots, wars or otherwise, or in consequence of
foreclosures (to the extent caused by or through Lessee), attachments, levies
or executions (other than those caused by or through Lessor) is assumed by
Lessee, and Lessor shall in no event be answerable or accountable therefor,
nor shall any of the events mentioned in this Paragraph entitle Lessee to any
abatement of Rent except as specifically provided in this Lease, or any right
to terminate this Lease, except as provided in Articles XIV or XV, above.
Without limiting the foregoing, Lessor shall not be liable for injury or
damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Leased Property, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or
from the breakage, leakage, obstruction or other defects of pipes, fire
sprinklers, wires, appliances, plumbing, air conditioning, or lighting
fixtures, or from any other cause, whether the said injury or damage results
from conditions arising upon the Leased Property, or upon other portions of
the Land, or any part thereof, or from other sources or places, and
regardless of whether the cause of such damage or injury or the means of
repairing the same is accessible or not.  Lessor shall not be liable for any
damages arising from any act or neglect of Lessee, or any other party named
above.  Lessor shall, however, remain liable for any damages arising from
Lessor's own gross negligence or willful misconduct.

                                  ARTICLE XXI

     21.  INDEMNIFICATION.  Notwithstanding the existence of any insurance
provided for in Article XIII, and without regard to the policy limits of any
such insurance, Lessee will protect, indemnify, hold harmless and defend
Lessor from and against all liabilities, obligations, claims, demands,
damages, penalties, causes of action, costs, and expenses (including, without
limitation, actual reasonable attorneys' fees and expenses), to

                                      24
<PAGE>

the extent permitted by law, imposed upon or incurred by or asserted against
Lessor by reason of any of the following: (a) any accident, injury to or
death of persons or loss of or damage to property occurring on or about the
Leased Property or adjoining sidewalks, whether occurring prior to or after
the Commencement Date provided however, that if any such liability,
obligation, demand, claim or cause of action is covered by liability
insurance pursuant to Article XIII, and if the insurance carrier is providing
a defense acceptable to Lessor in the reasonable exercise of Lessor's
discretion, or has otherwise acknowledged coverage for same, then Lessee
shall not be obligated to duplicate the defense, investigation, adjustment,
or other steps being taken by the insurer; (b) any occupancy, use, misuse,
non-use, condition, maintenance, or repair by Lessee of the Leased Property;
(c) any Impositions (which are the obligations of Lessee to pay pursuant to
the applicable provisions of this Lease, which include any Impositions
arising prior to the Commencement Date); (d) any failure on the part of
Lessee to perform or comply with any of the terms of this Lease; (e) the
non-performance of any of the terms and provisions of any and all existing
and future subleases of the Leased Property to be performed by the landlord
(Lessee) thereunder; and (f) any and all other matters pertaining to the
Leased Property or the operation of the Building after the date of this Lease
or otherwise during the Term.  Any amounts which became payable by Lessee
under this Paragraph shall be paid within ten (10) days of the date the same
becomes due and if not timely paid, shall bear a late charge (to the extent
permitted by law) at the Overdue Rate from the date of such determination to
the date of payment.  Lessee, at its expense, shall contest, resist and
defend any such claim, action or proceeding asserted or instituted against
Lessor or may compromise or otherwise dispose of the same as Lessee sees fit,
at Lessee's sole cost, but after consultation with and approval by Lessor.
Nothing herein shall be construed as indemnifying Lessor against its own
gross negligence or willful misconduct.  Lessee's liability for a breach of
the provisions of this article arising during the Term hereof shall survive
any termination of this Lease.

                                  ARTICLE XXII

          22.1 SUBLETTING AND ASSIGNMENT.  Lessee may not assign, sublease or
sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the
leasehold or other interest in the Leased Property without the prior written
consent of Lessor, which consent shall not be unreasonably withheld or
delayed. Upon Lessor's consent, in the case of any assignment, any such
assignee shall assume in writing and agree to keep and perform all of the
terms of this Lease on the part of Lessee to be kept and performed and shall
be, and become, jointly and severally liable with Lessee for the performance
thereof.  In the case of either an assignment or a subletting, (i) an
original counterpart of each sublease and assignment and assumption, duly
executed by Lessee and such sublessee or assignee, as the case may be, in
form and substance satisfactory to Lessor, shall be delivered promptly to
Lessor, and (ii) Lessee shall remain primarily liable, as principal rather
than as surety, for the prompt payment of the Rent and for the performance
and observance of all of the covenants and conditions to be performed by
Lessee hereunder.

          22.2 ATTORNMENT.  Lessee shall insert in each sublease permitted
under Paragraph 22 provisions to that effect that (i) such sublease is
subject and subordinate to all of the terms and provisions of this Lease and
the rights of Lessor hereunder; (ii) in the event this Lease shall terminate
before the expiration of such sublease, the sublessee thereunder will, at
Lessor's option, attorn to Lessor and waive any right the sublessee may have
to terminate the sublease or to surrender possession thereunder, as a result
of the termination of this Lease; and (iii) in the event the sublessee
receives a written Notice from Lessor or Lessor's

                                      25
<PAGE>

assignees, if any, stating that Lessee is in default under this Lease, the
sublessee shall thereafter be obligated to pay all rentals accruing under
said sublease directly to the party giving such Notice, or as such party may
direct.  All rents received from the sublessee by Lessor or Lessor's
assignees, if any, as the case may be, shall be credited against amounts
owing by Lessee under this Lease.

                                 ARTICLE XXIII

     23.  OFFICERS' CERTIFICATES.  At any time from time-to-time upon not
less than twenty (20) days Notice by Lessor, Lessee will furnish to Lessor an
Officers' Certificate certifying that this Lease unmodified and in full force
and effect (or that this Lease is in full force and effect as modified and
setting forth the modifications), the date to which the Rent has been paid
and such other information concerning this Lease as may be reasonably
requested by Lessor.  Any such certificate furnished pursuant to this
Paragraph may be relied upon by Lessor and any prospective purchaser or
lender of the Leased Property.

                                  ARTICLE XXIV

     24.  LESSOR'S RIGHT TO INSPECT.  Lessee shall permit Lessor and its
authorized representatives to inspect the Leased Property on at least one
Business Day's prior notice during usual business hours subject to any
security, health, safety, or confidentiality requirements of Lessee or any
governmental agency or insurance requirement relating to the Leased Property,
or imposed by law or applicable regulations.

                                  ARTICLE XXV

     25.  NO WAIVER.  The waiver by Lessor or Lessee of any term, covenant or
condition in this Lease shall not be deemed to be a waiver of any other term,
covenant or condition or any subsequent waiver of the same or any other term,
covenant or condition contained in this Lease.  The subsequent acceptance of
rent hereunder by Lessor or any payment by Lessee shall not be deemed to be a
waiver of any preceding default of any term, covenant or condition of this
Lease, other than the failure to pay the particular amount so received and
accepted, regardless of the knowledge of any preceding default at the time of
the receipt or acceptance.

                                  ARTICLE XXVI

     26.  REMEDIES CUMULATIVE.  To the extent permitted by law, each legal,
equitable or contractual right, power and remedy of each party now or
hereafter provided either in this Lease or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right,
power and remedy and the exercise or beginning of the exercise by each party
of any one or more of such rights, powers and remedies shall not preclude the
simultaneous or subsequent exercise by such party of any or all of such other
rights, powers and remedies.

                                 ARTICLE XXVII

     27.  ACCEPTANCE OF SURRENDER.  No surrender to Lessor of this Lease or
of the Leased Property or any part thereof, or of any interest therein, shall
be valid or effective unless agreed to and accepted in writing

                                      26
<PAGE>

by Lessor and no act by Lessor or any representative or agent of Lessor,
other than such a written acceptance by Lessor, shall constitute an
acceptance of any such surrender.

                                 ARTICLE XXVIII

     28.  NO MERGER OF TITLE.  There shall be no merger of this Lease or of
the leasehold estate created hereby by reason of the fact that the same
person, firm, corporation, or other entity may acquire, own or hold, directly
or indirectly, (a) this Lease or the leasehold estate created hereby or any
interest in this Lease or such leasehold estate; and (b) the fee estate in
the Leased Property.

                                  ARTICLE XXIX

     29.  CONVEYANCE BY LESSOR.  If Lessor or any successor owner of the
Leased Property shall transfer or assign Lessor's title or interest in the
Leased Property or this Lease other than as security for a debt, then,
subject to the provisions of this Article XXIX and provided the new owner has
agreed in writing for the benefit of Lessee to recognize this Lease and be
bound by all of the terms and conditions hereof, Lessor shall thereupon be
released from all future liabilities and obligations of Lessor under this
Lease arising or accruing from and after the date of such transfer or
assignment and all such future liabilities and obligations shall thereupon be
binding upon the new owner.

                                  ARTICLE XXX

     30.  QUIET ENJOYMENT.  So long as Lessee shall pay all Rent as the same
becomes due and shall comply with all of the terms of this Lease and perform
its obligations hereunder, and except for any claims, actions, liens or
encumbrances arising from the acts or omissions of Lessee or otherwise from
events occurring prior to the Commencement Date here under, Lessee shall
peaceably and quietly have, hold and enjoy the Leased Property for the Term
hereof, free of any claim or other action by Lessor or anyone claiming by,
through or under Lessor, but subject to all liens and encumbrances of record
as of the date hereof or hereafter consented to by Lessee.  Except as
otherwise provided in this Lease, no failure by Lessor to comply with the
foregoing covenant or any covenant of this Lease shall give Lessee any right
to cancel or terminate this Lease or abate, reduce or made a deduction from
or offset against the Rent or any other sum payable under this Lease, or to
fail to perform any other obligation of Lessee hereunder.

                                  ARTICLE XXXI

     31.  NOTICES.  All notices, demands, requests, consents, approvals, and
other communications ("Notice" or "Notices") hereunder shall be in writing
and personally served upon an Executive Officer of the party being served or
mailed (by registered or certified mail, return receipt requested and postage
prepaid), overnight delivery service addressed to the respective parties, as
follows:

                                      27
<PAGE>

          If to Lessee:       New York Bagel Enterprises, Inc.
                              300 I.M.A. Plaza
                              250 North Water Street
                              Wichita, Kansas 67202-1213
                              Attention:  Mr. Paul R. Hoover
                                          Vice President - Strategic Planning

          with a copy to:     Klenda, Mitchell, Austerman & Zuercher, L.L.C.
                              1600 Epic Center
                              301 North Main Street
                              Wichita, Kansas 67202-4888
                              Attention:  Mr. Gregory B. Klenda

          If to Lessor:       L.P.V. Properties, L.L.C.
                              845 Glenlake Dr.
                              Edmond, Oklahoma 73013
                              Attention:  Lee Cohlmia, Manager

          with a copy to:  
                              ---------------------------
                              ---------------------------
                              ---------------------------
                              Attention:
                                        -----------------


or to such other address as either party may hereafter designate by a Notice
pursuant to this Paragraph.  Personally delivered Notice (including Notices
sent by overnight delivery service) shall be effective upon receipt, and
Notice given by mail shall be completed three (3) Business Days after the
time of deposit in the U.S. Mail system.  For the purposes hereof, the term
"Executive Officer" shall mean the Chairman of the Board of Directors, the
Chief Executive Officers, the President, any Vice President, or the Secretary
of the corporation upon which service is to be made.

                                 ARTICLE XXXII

          32.1 LESSOR MAY GRANT LIENS.  Lessor may, subject to the terms and
conditions set forth below in this Paragraph 32.1, from time-to-time,
directly or indirectly, create or otherwise cause to exist any lien or
encumbrance or any other change of title ("Encumbrance") upon the Leased
Property, or any portion thereof or interest therein, whether to secure any
borrowing or other means of financing or refinancing.  Any such Encumbrance
shall contain the right to prepay (whether or not subject to a prepayment
penalty) and shall provide that it is subject to the rights of Lessee under
this Lease, provided that any holder of an Encumbrance shall (a) give Lessee
the same notice, if any, given to Lessor of any default or acceleration of
any obligation underlying any such mortgage or any sale in foreclosure under
such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf
within any applicable cure period, and Lessee shall be reimbursed by Lessor
or shall be entitled to offset against Minimum Rent payments next accruing or
coming due for any and all costs incurred in effecting such cure, including,
without limitation, out-of-pocket costs incurred to effect any such

                                      28
<PAGE>

cure (including reasonable attorneys' fees); (c) permit Lessee to appear and
to bid at any sale in foreclosure made with respect to, and/or any sale by
virtue of the exercise of the power of sale contained in, any such mortgage,
and (d) provide that in the event of foreclosure or other possession of the
Leased Property by the Mortgagee, that the Mortgagee (or other purchaser)
shall be bound by the terms and provisions of this Lease.  Upon the
reasonable request of Lessor, Lessee shall execute an agreement to the effect
that this Lease shall be subject and subordinate to the lien of a new
mortgage on the Leased Property, and that in the event of any default or
foreclosure under such mortgage, Lessee shall attorn to the new mortgagee,
and as otherwise requested by Lessor on the condition that the mortgagee
execute a non-disturbance agreement recognizing this Lease and agreeing, for
itself and its successor and assigns, to comply with the provisions of this
Article XXXII.

          32.2 LESSEE'S RIGHT TO CURE.  Subject to the provisions of
Paragraph 32.3, if Lessor breaches any covenant to be performed by it under
this Lease, Lessee, after Notice to and demand upon Lessor, without waiving
or releasing any obligation hereunder, and in addition to any other remedies
available to Lessee, may (but shall be under no obligation at any time
thereafter to) make such payment or perform such act for the account and at
the expense of Lessor.  All sums so paid by Lessee and all costs and expenses
(including, without limitation, reasonable attorneys' fees) so incurred,
together with interest thereon from the date on which such sums or expenses
are paid or incurred by Lessee, shall be paid by Lessor to Lessee on demand,
but may not be offset by Lessee against payments of Rent hereunder.

          32.3 BREACH BY LESSOR.  It shall be a breach of this Lease if
Lessor fails to observe or perform any term, covenant or condition of this
Lease on its part to be performed, and such failure shall continue for a
period of thirty (30) days after Notice thereof from Lessee unless such
failure cannot with due diligence be cured within a period of thirty (30)
days, in which case such failure shall not be deemed to continue if Lessor,
within said thirty (30) day period, proceeds promptly, continuously and with
due diligence to cure the failure and diligently completes the curing
thereof.  The time within which Lessor shall be obligated to cure any such
failure shall also be subject to extension of time due to the occurrence of
any Unavoidable Delay.

                                 ARTICLE XXXIII

          33.1 SURVIVAL OF OBLIGATIONS.  Anything contained in this Lease to
the contrary notwithstanding, all claims against, and liabilities of, Lessee
or Lessor arising prior to, or in connection with any event occurring prior
to, the date of any expiration or termination of this Lease or the date of
Lessee's surrender of possession, whichever is later, shall survive such
termination or surrender of possession.

          33.2 LATE CHARGES; INTEREST.  If any interest rate provided for in
any provision of this Lease is based upon a rate in excess of the maximum
rate permitted by applicable law, the parties agree that such charges shall
be fixed at the maximum permissible rate.

          33.3 LIMITS OF LESSOR'S LIABILITY.  Lessee specifically agrees to
look solely to the assets of Lessor for recovery of any judgment against
Lessor, it being specifically agreed that no constituent shareholder, officer
or director of Lessor shall ever be personally liable for any such judgment
or the payment of any monetary obligation to Lessee.  The provision contained
in the foregoing sentence is not intended to, and shall

                                      29
<PAGE>

not, limit any right that Lessee might otherwise have to obtain injunctive
relief against Lessor or Lessor's successors in interest, or any action not
involving the personal liability of Lessor (original or successor).
Additionally, Lessor shall be exonerated from any further liability under
this Lease upon Lessor's transfer or other divestiture of its ownership of
the Leased Property, provided that the assignee or grantee shall expressly
assume in writing the obligations of Lessor hereunder. Furthermore, in no
event shall Lessor (original or successor) ever be liable to Lessee for any
indirect or consequential damages suffered by Lessee from whatever cause.

          33.4  ADDENDUM, AMENDMENTS AND EXHIBITS.  Any addendum, amendments
and exhibits attached to this Lease are hereby incorporated in this Lease and
made a part of this Lease.

          33.5  HEADINGS.  The headings and paragraph titles in this Lease
are not a part of this Lease and shall have no effect upon the construction
or interpretation of any part of this Lease.

          33.6  TIME.  Time is of the essence of this Lease and each and all
of its provisions.

          33.7  DAYS.  Unless otherwise expressly indicated herein, any
reference to "days" in this Lease shall be deemed to refer to calendar days.

          33.8  RENT.  Each and every monetary obligation under this Lease
shall be deemed to be "Rent" under this Lease and for all other purposes
under law.

          33.9  APPLICABLE LAW.  This Lease shall be governed by and
construed in accordance with the laws of the State, but not including its
conflicts of laws rules; thus the law that will apply is the law applicable
to a transaction solely within the State, including parties solely domiciled
in the State.

          33.10 SUCCESSORS AND ASSIGNS.  The covenants and conditions
contained in this Lease shall, subject to the provisions regarding assignment
(Article XXII), apply to and bind the heirs, successors, executors,
administrators, and assigns of Lessor and Lessee.

          33.11 RECORDATION.  Lessor and Lessee shall execute with
appropriate acknowledgments and record in the Official Records of the
applicable county, that certain Short Form Lease in the form and content of
Exhibit "C" attached hereto.  Lessor and Lessee shall equally share the cost
of recording the Memorandum of Lease.

          33.12 PRIOR AND FUTURE AGREEMENTS.  This Lease contains all of the
agreements of Lessor and Lessee with respect to any matter covered or
mentioned in this Lease, and no prior agreements or understanding pertaining
to any such matters shall be effective for any purpose.  No provision of this
Lease may be amended or supplemented except by an agreement in writing signed
by both Lessor and Lessee or their respective successors in interest.  This
Lease shall not be effective or binding on any party until fully executed by
both Lessor and Lessee.

                                      30
<PAGE>

          33.13 PARTIAL INVALIDITY.  Any provision of this Lease which shall
be held by a court of competent jurisdiction to be invalid, void or illegal
shall in no way affect, impair or invalidate any other provision or term of
this Lease, and such other provision or terms shall remain in full force and
effect.

          33.14 ATTORNEYS' FEES.  In the event of any action or proceeding
brought by one party against the other under this Lease, the prevailing party
shall be entitled to recover its attorneys' fees in such action or proceeding
from the other party, including all attorneys' fees incurred in connection
with any appeals, and any post-judgment attorneys' fees incurred in efforts
to collect on any judgment.

          33.15 AUTHORITY OF LESSOR AND LESSEE.  Lessor and Lessee each
hereby represent and warrant that the individuals signing on its behalf are
duly authorized to execute and deliver this Lease on behalf of the
corporation, in accordance with the bylaws of the corporation, and that this
Lease is binding upon the corporation.

          33.16 RELATIONSHIP OF THE PARTIES.  Nothing contained in this Lease
shall be deemed or construed by Lessor or Lessee, nor by any third party, as
creating the relationship of principal and agent or a partnership, or a joint
venture by Lessor or Lessee, it being understood and agreed that no provision
contained in this Lease nor any acts of Lessor and Lessee shall be deemed to
create any relationship other than the relationship of landlord and tenant.

          33.17 COUNTERPARTS.  This Lease may be executed in one or more
separate counterparts, each of which, once they are executed, shall be deemed
to be an original.  Such counterparts shall be and constitute one and the
same instrument.

          33.18 BROKERS.  Lessor and Lessee each warrants that it has had no
dealings with any real estate broker or agent in connection with the
negotiation of this Lease and it knows of no real estate broker or agent who
is entitled to a commission in connection with this Lease.  Lessor and Lessee
hereby agree to indemnify the other and to hold the other harmless from and
against any and all costs, expenses, claims, damages, suits, including
attorneys' fees, in any way resulting from claims or demands for commissions
or other compensation from any real estate brokers claiming through such
party with respect to this Lease.

          33.19 COMPUTER DISC.  In order to facilitate the electronic filing
of this document with the United States Securities Exchange Commission and
other governmental agencies, Lessor shall provide or cause to be provided to
Lessee a computer disc containing all exhibits, schedules and ancillary
documents related to this Lease, formatted in WordPerfect 5.1 Times New Roman
Font 12, upon Lessee's one-time request for same.

                                      31
<PAGE>

     WHEREFORE, each of the parties has accepted and agreed by affixing their
respective authorized signatures below as of the date first above written.

"LESSEE"                      NEW YORK BAGEL ENTERPRISES, INC.,
                              a Kansas corporation


                              By: /s/ PAUL R. HOOVER
                                  -------------------------------------
                                  Paul R. Hoover, Vice President



"LESSOR"                      L.P.V. PROPERTIES, L.L.C.,
                              an Oklahoma limited liability company


                              By: /s/ LEE COHLMIA
                                  -------------------------------------
                                  Lee Cohlmia, Manager








                                      32
<PAGE>

                                   SCHEDULE 1


Lessor:         L.P.V. Properties, L.L.C.
Lessee:         New York Bagel Enterprises, Inc.
Date of Lease:  November 1, 1997
Location:       13144 N. May, Oklahoma City, Oklahoma

2.   STATE.  For purposes of the Lease, the term "State" shall mean the State of
     Oklahoma.

3.1  MINIMUM RENT DURING INITIAL TERM.  The Minimum Rent during the Initial Term
     shall be at the following annual rates and times:

               Years 1-3      $43,380 ($3,615/month)
               Years 4-6      $45,300 ($3,775/month)
               Years 7-9      $47,316 ($3,943/month)
               Year 10        $49,416 ($4,118/month)

13.2 REPLACEMENT COST.  $250,000

18.2 MINIMUM RENT DURING EXTENDED TERMS.  The Minimum Rent during each of the
     following Extended Terms shall be at the following annual rates:

               Years 11-12         $51,636 ($4,303/month)
               Years 13-15         $53,964 ($4,497/month)
               Years 16-18         $56,400 ($4,700/month)
               Years 19-20         $58,932 ($4,911/month)



                                      33