<PAGE>


                                                                   EXHIBIT 10.18

                                      LEASE







                                     BETWEEN


                       COMMERCIAL EQUITY, INC., AS LESSOR


                                       AND


                   NEW YORK BAGEL ENTERPRISES, INC., AS LESSEE









                                JANUARY 20, 1999



<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
ARTICLE I..............................................................................5
         1.1      Leased Property......................................................5
         1.2      Term.................................................................6
         1.3      Lessee Bound by Ground Lease.........................................6
         1.4      Early Termination....................................................6

ARTICLE II.............................................................................6
         2.       Definitions..........................................................6

ARTICLE III...........................................................................10
         3.1      Minimum Rent........................................................10
         3.2      Additional Charges..................................................10
         3.3      Net Lease...........................................................11
         3.4      Late Charge.........................................................11

ARTICLE IV............................................................................11
         4.1      Payment of Impositions..............................................11
         4.2      Notice of Impositions...............................................12
         4.3      Utility Charges.....................................................13
         4.4      Insurance Premiums..................................................13
         4.5      Payables............................................................13

ARTICLE V.............................................................................13
         5.1      No Termination, Abatement, etc. ....................................13
         5.2      Abatement Procedures................................................13

ARTICLE VI............................................................................14
         6.1      Ownership of the Leased Property....................................14

ARTICLE VII...........................................................................14
         7.1      Condition of Leased Property........................................14
         7.2      Use of the Leased Property..........................................14

ARTICLE VIII..........................................................................15
         8.1      Compliance with Legal and Insurance Requirements, 
                    Instruments, etc. ................................................15
         8.2      Legal Requirement Covenants.........................................15

ARTICLE IX............................................................................15
         9.1      Maintenance and Repair..............................................15
         9.2      Encroachments, Restrictions, etc. ..................................16

ARTICLE X.............................................................................17
         10.1     Lessee's Obligations for Hazardous Materials........................17
         10.2     Definition of Hazardous Materials...................................17
</TABLE>


                                      i

<PAGE>

<TABLE>
<S>                                                                                  <C>
ARTICLE XI............................................................................17
         11.      No Liens............................................................17

ARTICLE XII...........................................................................18

         12.      Permitted Contests..................................................18

ARTICLE XIII..........................................................................18
         13.1     General Insurance Requirements......................................18
         13.2     Replacement Cost....................................................19
         13.3     Additional Insurance................................................19
         13.4     Waiver of Subrogation...............................................19
         13.5     Form Satisfactory, etc. ............................................20
         13.6     Increase in Limits..................................................20
         13.7     Blanket Policy......................................................20
         13.8     No Separate Insurance...............................................20
         13.9     Continuous Coverage.................................................20

ARTICLE XIV...........................................................................21
         14.1     Insurance Proceeds..................................................21
         14.2     Reconstruction in the Event of Damage or Destruction Covered 
                    by Insurance Proceeds.............................................21
         14.3     Reconstruction in the Event of Damage or Destruction Not Covered 
                    by Insurance......................................................22
         14.4     Lessee's Property...................................................22
         14.5     Restoration of Lessee's Property....................................22
         14.6     No Abatement of Rent................................................22
         14.7     Termination of Option to Extend.....................................22
         14.8     Waiver..............................................................22

ARTICLE XV............................................................................22
         15.1     Definitions.........................................................22
         15.2     Parties' Rights and Obligations.....................................23
         15.3     Total Condemnation..................................................23
         15.4     Allocation of Portion of Award......................................23
         15.5     Partial Taking......................................................23
         15.6     Temporary Taking....................................................24

ARTICLE XVI...........................................................................24
         16.1     Events of Default...................................................24
         16.2     Certain Remedies....................................................26
         16.3     Damages.............................................................26
         16.4     Waiver..............................................................27
         16.5     Application of Funds................................................27
</TABLE>


                                      ii

<PAGE>

<TABLE>
<S>                                                                                  <C>
ARTICLE XVII..........................................................................28
         17.      Lessor's Right to Cure Lessee's Default.............................28

ARTICLE XVIII.........................................................................28
         18.1     Options to Extend...................................................28
         18.2     Minimum Rent During Extended Terms..................................28

ARTICLE XIX...........................................................................29
         19.      Holding Over........................................................29

ARTICLE XX............................................................................29
         20.      Risk of Loss........................................................29

ARTICLE XXI...........................................................................29
         21.      Indemnification.....................................................29

ARTICLE XXII..........................................................................30
         22.1     Subletting and Assignment...........................................30
         22.2     Attornment..........................................................30

ARTICLE XXIII.........................................................................31
         23.      Officers' Certificates..............................................31

ARTICLE XXIV..........................................................................31
         24.      Lessor's Right to Inspect...........................................31

ARTICLE XXV...........................................................................31
         25.      No Waiver...........................................................31

ARTICLE XXVI..........................................................................31
         26.      Remedies Cumulative.................................................31

ARTICLE XXVII.........................................................................32
         27.      Acceptance of Surrender.............................................32

ARTICLE XXVIII........................................................................32
         28.      No Merger of Title..................................................32

ARTICLE XXIX..........................................................................32
         29.      Conveyance by Lessor................................................32

ARTICLE XXX...........................................................................32
         30.      Quiet Enjoyment.....................................................32

ARTICLE XXXI..........................................................................32
         31.      Notices.............................................................32
</TABLE>


                                     iii


<PAGE>

<TABLE>
<S>                                                                                  <C>
ARTICLE XXXII.........................................................................33
         32.1     Lessor May Grant Liens..............................................33
         32.2     Lessee's Right to Cure..............................................34
         32.3     Breach by Lessor....................................................34

ARTICLE XXXIII........................................................................34
         33.1     Survival of Obligations.............................................34
         33.2     Late Charges; Interest..............................................34
         33.3     Limits of Lessor's Liability........................................34
         33.4     Addendum, Amendments and Exhibits...................................35
         33.5     Headings............................................................35
         33.6     Time................................................................35
         33.7     Days................................................................35
         33.8     Rent................................................................35
         33.9     Applicable Law......................................................35
         33.10    Successors and Assigns..............................................35
         33.11    Recordation.........................................................35
         33.12    Prior and Future Agreements.........................................35
         33.13    Partial Invalidity..................................................35
         33.14    Attorneys' Fees.....................................................36
         33.15    Authority of Lessor and Lessee......................................36
         33.16    Relationship of the Parties.........................................36
         33.17    Counterparts........................................................36
         33.18    Brokers.............................................................36
         33.19    Computer Disc. .....................................................36
</TABLE>



                                     iv

<PAGE>

                                       LEASE
                                          
                                          
     THIS LEASE (this "Lease") is made as of this 20th day of January, 1999, 
by and between COMMERCIAL EQUITY, INC., a Kansas corporation, 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 (collectively, the 
"Leased Improvements");

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

               (iv)  All 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, to the extent acquired by Lessor pursuant to the "Purchase 
Agreement" as defined in Article II hereof (collectively, the "Fixtures").

          The Leased Property is subject that certain Ground Lease dated 
January 15, 1997 by and between Kenneth R. Reichenberger and Mary Ellen 
Reichenberger, as landlords, and Lessee, as tenant (the "Ground Lease"), a 
copy of which is attached hereto as Exhibit "B".  The Leased Property 
includes the Building operated as a New York Bagel Cafe restaurant and 
located at the Location set forth in Schedule 1 attached hereto.  
Notwithstanding the foregoing, the Leased Property shall not include any 
property not acquired by Lessor from the Seller pursuant to the Purchase 
Agreement.  The Leased Property is further subject to all covenants, 
conditions, restrictions, easements, and other matters of record, and all 
other matters that affect title, zoning and any other matters set forth in 
that certain title policy issued by the title company set forth in Schedule 1 
attached hereto concurrently with Lessor's purchase of the Leased Property 
(the "Permitted Title Matters").

<PAGE>

          1.2  TERM.  The initial term of this Lease (the "Initial Term") 
shall be the period commencing on the closing (the "Closing") under the 
Purchase Agreement (the "Commencement Date") and shall expire upon the 
earlier of April 1, 2007, upon the termination of the Ground Lease or in 
accordance with Paragraph 1.4.   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").

          1.3  LESSEE BOUND BY GROUND LEASE.  Except as is otherwise provided 
in this Lease, Lessor and Lessee hereby agree that all of the terms, 
covenants, promises and conditions of the Ground Lease are hereby 
incorporated in this Lease by reference, and Lessee hereby agrees to comply 
with and be bound by all of the terms, covenants, promises and conditions of 
the Ground Lease as applicable therein to Lessee.

          1.4  EARLY TERMINATION.  Lessor and Lessee shall each have the 
right to terminate this Lease at anytime upon at least six (6) months prior 
written notice to the other party.  In the event Lessor terminates the Lease 
pursuant to this paragraph, then Lessee shall not be required to remit 
Minimum Rent hereunder during the last three (3) months of the Term and 
Lessor shall indemnify and hold Lessee harmless for any and all obligations 
under the Ground Lease.  In the event Lessee terminates the Lease pursuant to 
this paragraph, then Lessee shall be required to remit the Minimum Rent 
hereunder until such time as the Lease is terminated.  

                                      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.

          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.

          BUILDING.  That certain building currently operated as a New York 
Bagel Cafe restaurant which is part of the Leased Property, as defined in 
Article I, above.


                                      2


<PAGE>

          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 Kansas 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.

          GROUND LEASE.  As defined in Article I.

          GROUND RENT.  The rent attributable to the lease of the land in the 
amounts set forth in the Ground Lease.

          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. Nothing 
contained in this Lease shall be construed to require Lessee to pay (1) the 
following taxes


                                      3

<PAGE>

and fees to the extent they relate to Lessor's business generally (as opposed 
to relating specifically to Lessor's ownership of the Building, 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, 1999; 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 1999 shall mean the Commencement Date through 
December 31, 1999; the Lease Year 2000 shall mean January 1, 2000 through 
December 31, 2000, 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.

          LESSOR.  Commercial Equity, Inc., a Kansas corporation, and its 
successors and assigns.  Unless Lessee is notified by Lessor otherwise, 
Lessor's address is: Commercial Equity, Inc.,


                                      4

<PAGE>

300 I.M.A. Plaza, 250 North Water Street, Wichita, Kansas 67202-1213, 
Attention: David L. Murfin, President.

          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 7.2.2.

          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."

          PURCHASE AGREEMENT.  That certain Agreement of Purchase and Sale, 
dated January 20, 1999, between Lessee as "Seller" and Lessor as "Buyer" 
providing for Lessor's acquisition of all of Lessee's interest in and to the 
Leased Property.

          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 the Ground 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 
leasehold interest holder to the Leased Property, Lessee shall be responsible 
for all Additional Charges and all other amounts due under this Lease and the 
Ground 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 


                                     7

<PAGE>

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 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, a 
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 ae 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.

                                     8

<PAGE>

          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.

          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.

          4.5  PAYABLES.  Lessee acknowledges and agrees that prior to the 
Commencement Date, certain liabilities and other obligations were incurred 
arising from the development, construction and operation of the Building for 
which Lessee is and shall remain responsible and liable and Lessor shall have 
no responsibility, liability or obligation whatsoever with respect to the 
same. Therefore, Lessee agrees as part of this Lease to pay all liabilities 
and obligations concerning the Building, whether arising before or after the 
Commencement Date.

                                      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


                                     9

<PAGE>

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, except the Land,  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 and the Ground 
Lease.  

          6.2  LESSEE'S PERSONAL PROPERTY.   Subject to the Ground Lease, 
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 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 upon the 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, 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  CONDITION OF LEASED PROPERTY.  Lessee acknowledges receipt and 
delivery of possession of the Leased Property and further acknowledges that 
Lessee has examined and otherwise has knowledge of the condition of the 
Leased Property prior to the execution and delivery of this Lease and has 
found the same to be in good order and repair and satisfactory for it 
purposes hereunder. Lessee is leasing the Leased Property "AS-IS" in its 
present condition.  Lessee waives any claim or action against Lessor in 
respect of the condition of the Leased Property.  LESSOR MAKES NO WARRANTY OR 
REPRESENTATIONS, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY 
PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR THE 
MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL 
SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED 
PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT.


                                     10

<PAGE>

          7.2  USE OF THE LEASED PROPERTY.

               7.2.1     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.

               7.2.2     After the Commencement Date and during the entire 
Term, Lessee shall use or cause to be used the Leased Property  in accordance 
with the use requirements set forth in the Ground Lease and 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.

               7.2.3     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.

               7.2.4     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.

          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.


                                      11




<PAGE>

                                      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     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).

          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


                                       12
<PAGE>

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 LESSEE'S OBLIGATIONS FOR HAZARDOUS MATERIALS.  Lessee shall, 
at its sole cost and expense, take all actions as required to cause the 
Leased Property including, without limitation, the Land and all Leased 
Improvements, to be free and clear of the presence of all Hazardous Materials 
during the Term; provided, however, that Lessee shall be entitled to use and 
maintain Hazardous Materials on the Leased Property in connection with 
Lessee's business and in compliance with all applicable laws.  In this 
connection, Lessee shall, upon its discovery, belief or suspicion of the 
presence of Hazardous Materials on, in or under any part of the Leased 
Property, including, without limitation, the Land and all Leased 
Improvements, immediately notify Lessor and, at no expense to Lessor, cause 
any such Hazardous Materials to be removed immediately, in compliance with 
all applicable laws and in a manner causing the least disruption of or 
interference with the operation of Lessee's business.  Lessee hereby agrees 
to fully indemnify, protect, defend and hold harmless Lessor from any costs, 
damages, claims, liability or loss of any kind or nature arising out of or in 
any way in connection with the presence, suspected presence, removal or 
remediation of Hazardous Materials in, on, or under the Leased Property, or 
any part thereof.

          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, 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.


                                       13
<PAGE>

                                      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 the Ground Lease or 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 inteest 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.  


                                       14
<PAGE>



                                     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 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.


                                       15
<PAGE>

          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.

          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


                                       16
<PAGE>

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,
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 neither Lessor nor Lessee is required or
elects to repair and restore, and this Lease is terminated as described in
Paragraph 14.7, 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.


                                       17

<PAGE>

          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.  

               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.


                                      18

<PAGE>

          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.

                                      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 make a separate claim for the taking
of Lessee's Personal Property and relocation expense as long as any such claim
will not in any way diminish Lessor's Award, or 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 


                                      19

<PAGE>

to Lessor, as set forth above or otherwise.  To the extent Lessee's claim may 
thereafter reduce Lessor's claim, Lessee shall, and hereby does, assign its 
claim to Lessor.  In any Condemnation proceedings, each of the Lessor and 
Lessee shall seek its own claim in conformity herewith, at its own expense.

          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 be so entitled, but shall not elect to
terminate this Lease as provided in Paragraph 15.3 hereof, Lessee, at its own
cost and expense (subject to Lessor's contribution described below), shall with
all reasonable dispatch restore the untaken portion of any Leased Improvements
on the Leased Property so that such Leased Improvements shall constitute a
complete architectural unit of the same general character and condition (as
nearly as may be possible under the circumstances) as the Leased Improvements
existed immediately prior to such Condemnation.  Lessor shall contribute to the
cost of restoration that part of its Award specifically allocated to such
restoration, provided, however, the amount of such contribution shall not exceed
the cost of restoration.  The Minimum Rent shall be reduced as set forth in
Paragraph 5.2.

          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 (or otherwise reduces the number of
residents the Leased Property can accommodate) 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, retore 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.


                                      20

<PAGE>

                                   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 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


                                      21

<PAGE>

               (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

               (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 


                                      22

<PAGE>

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  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.

          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 


                                      23

<PAGE>

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.

          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.


                                      24

<PAGE>

                                    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) and the option to extend the Ground 
Lease is timely made, 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 ninety (90) 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.

          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 
Charges accruing during the month; and (iii) 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 

                                    25

<PAGE>


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 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; (f) any Hazardous Materials, as defined in Paragraph 
10.2, above that now or hereafter during the Term may be located in, on or 
around, or may potentially affect, any part of the Land or Leased 
Improvements; and (g) any and all other matters pertaining to the Leased 
Property or the peration 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.

                                    26

<PAGE>

                                     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 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.

                                    27

<PAGE>


                                     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 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.  

                                    28

<PAGE>

                                     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:

          If to Lessee:       New York Bagel Enterprises, Inc.
                              300 I.M.A. Plaza
                              250 North Water Street
                              Wichita, Kansas 67202-1213
                              Attention:  Mr. Robert J. Geresi
                                          CEO and President

          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:       Commercial Equity, Inc.
                              300 I.M.A. Plaza
                              250 North Water Street
                              Wichita, Kansas  67202-1213
                              Attention:  David L. Murfin, President

          with a copy to:     Foulston & Siefkin L.L.P.
                              700 NationsBank Financial Center
                              Wichita, Kansas  67202
                              Attention:  William R. Wood II




                                    29


<PAGE>


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 and the Ground Lease, 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 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 ths 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

                                    30

<PAGE>


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 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.


                                    31

<PAGE>

          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.

          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.

                                    32

<PAGE>


          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. 











                                    33

<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/ Richard R. Webb
                                   -------------------------------------
                                    Richard Randall Webb, Secretary



"LESSOR"                      COMMERCIAL EQUITY, INC.,
                              a Kansas corporation


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






                                    34

<PAGE>

                                 EXHIBIT "A"

                              LEGAL DESCRIPTION
                8621 West 21st Street North, Wichita, Kansas

          Lot 1, Westwind 5th Addition, to Wichita, Sedgwick County,
          Kansas, containing 18,864 square feet.









<PAGE>


                                      Schedule 1

Lessor:   Commercial Equity, Inc.
Lessee:   New York Bagel Enterprises, Inc.
Date of Lease: January 20, 1999
Location: 8621 West 21st Street, Wichita, Kansas

1.1  TITLE COMPANY  Security Abstract and Title Co., Inc.
                    434 North Main
                    Wichita, Kansas   67202
2.   STATE.  For purposes of the Lease, the term "State" shall mean the State of
     Kansas.

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

          A.   Lease Rent

               (i)  Years 1-5                $1,900

               (ii) Years 6 through 
                    end of term              $2,090

          B.   Ground Lease Rent

               (i)  Commencement of Lease
                    through March 31, 2002   $1,800

               (ii) April 1, 2002 
                    through end of term      $1,950

13.2 REPLACEMENT COST.  $180,000

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

               1st Extended Term   $4,603(1)
               2nd Extended Term   $5,135(1)


-----------------------
(1)  The Minimum Rent during the Extended Terms may be higher if the rent under
the Ground Lease for the Extend Terms determined by the Consumer Price Index 
exceeds the minimum rent increase.