Exhibit 10.34

                             JOINT VENTURE AGREEMENT

This Agreement is made as of the 27 day of October,  1998, by and among NEW YORK
BAGEL  ENTERPRISES,  INC., a Kansas  corporation  ("NYBE")  and WESTERN  COUNTRY
CLUBS, INC., a Colorado corporation ("WCCI").

RECITALS:

         A. NYBE and WCCI have agreed to form a joint venture for the purpose of
converting   various  New  York  Bagel  Cafe  restaurants  into  Atomic  Burrito
restaurants; and

         B. WCCI shall cause its subsidiary,  Atomic Burrito,  Inc., an Oklahoma
corporation,  to negotiate in good faith with NYBE, such that it is contemplated
that NYBE  shall be  granted  a master  license  to  develop  Atomic  Burrito(R)
restaurants; and

         C. The  parties are  entering  into this  Agreement  to set forth their
mutual  understanding and agreements with respect to the terms and conditions of
such joint venture.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

         In addition to the other definitions  contained  herein,  the following
definitions shall apply for purposes of this Agreement:

         1.1  Affiliate.  "Affiliate,"  when such term is used with  respect  to
another  Person  which is a legal  entity,  means (a) any Person who directly or
indirectly Controls, is Controlled by or is under common Control with such other
Person,  (b) any  Person  who is a  director  or  officer  of a  privately-owned
company,  member in or  trustee  of, or who  serves in a similar  capacity  with
respect to, such other  Person,  or (c) any Person who directly or indirectly is
the  beneficial  owner  of 20% or more of  such  other  Person.  When  the  term
"Affiliate"  is used with  respect to another  Person who is an  individual,  it
means any corporation,  partnership,  limited liability Company,  trust or other
entity of which  such  other  Person  serves as an  officer,  director,  general
partner, manager, trustee or has similar capacity.

         1-2  Ancillary  Agreement.  "Ancillary  Agreements"  means  all  of the
agreements  executed  and  delivered  by  NYBE  and/or  WCCI,  pursuant  to this
Agreement or in connection with the transactions contemplated by this Agreement.

         1.3 Capital Investment  Schedule. "Capital  Investment  Schedule" means
the schedule attached as Schedule 3.2.

         1.4 Closing.  "Closing" means the closing of the transactions  provided
for in this Agreement, which shall take place on the Closing Date at the offices
of NYBE in Wichita, or such other place as the parties may agree upon.


         1.5 Closing Date. "Closing Date" means  the  date  on  which  a Closing
occurs.

         1.6  Control.  "Control"  as  applied  to a Person  means the direct or
indirect ownership of more than 50% of the voting common stock (in the case of a
corporation)  or other voting  interests (in the case of legal entity,  which is
not a corporation)

         1.7 Development  Term.  "Development  Term" means the twelve (12) month
period commencing on December 1, 1998. However,  either party may terminate this
Agreement  during the Development Term immediately upon written notice if either
party  materially  fails  to  perform  its  duties  hereunder.  Providing,  such
termination  shall not affect the  obligations  of WCCI and NYBE to complete the
conversion of any Facilities then under construction.

         1.8 Facility.  "Facility"  means the leased  premises and  improvements
thereon  constituting  New York Bagel Cafe  restaurants,  identified in Schedule
1.8, which are to be converted into Atomic Burrito restaurants pursuant to or as
contemplated by this Agreement.

         1.9 License Agreement.  "License Agreement' meets the License Agreement
substantially  the form of Exhibit "A,"  attached hereto.

         1.10 NYBE Responsibilities  Schedule. "NYBE Responsibilities  Schedule"
means the schedule attached as Exhibit 3.4(A).

         1.11  Operating  Agreement.  "Operating  Agreement"  means an Operating
Agreement in  substantially  the form of Exhibit "B," attached hereto.

         1.12 Percentage  Interest.  "Percentage  Interest" means, as applied to
the  Project  Entity,  the  ownership  interest  of NYBE or WCCI in such Project
Entity.

         1.13  Person.  "Person"  means a natural  person,  corporation,  trust,
partnership,  limited liability company,  governmental entity (or agency, branch
or department thereof) or any other legal entity.

         1.14 Project Entity,  "Project  Entity" means any limited  partnership,
limited liability company or other entity, which,  directly or indirectly,  owns
the Facilities.

         1.15 Territory. "Territory" means the geographic area described on  the
attached Schedule 1.15.

         1.16  WCCI's  Responsibilities   Schedule.   "WCCI's   Responsibilities
Schedule" means the schedule attached as Exhibit 3.4(B).



<PAGE>


                                    ARTICLE 2
                            PURPOSE OF JOINT VENTURE

         The parties are entering  into the joint venture  contemplated  by this
Agreement in order for NYBE and WCCI,  through a jointly owned limited liability
company to convert,  own, operate and finance, the Facilities in targeted market
areas  throughout  the  Territory.  The  Facilities  that  shall be  subject  to
conversion to Atomic Burrito restaurants pursuant to the terms of this Agreement
set forth in the attached Schedule 1.8.

                                    ARTICLE 3
                                    COVENANTS

         3.1 Formation and  Capitalization  of Project  Entity.  At the Closing,
NYBE and WCCI shall form the Project  Entity  contemplated  by this Agreement by
entering into the Operating  Agreement.  It is  contemplated by the parties that
the Operating  Agreement will contain a provision for incentivising  store level
managers  by  allowing  them to  participate  in the net  profits of  particular
Facilities,

         3.2 Capitalization of Project Entity.  During the Development Term, the
parties shall make mandatory  capitol  contributions  to the Project Entity,  as
more fully set forth in the  Capital  Investment  Schedule,  attached  hereto as
Schedule 3.2, unless the parties  otherwise  agree,  neither NYBE nor WCCI shall
have any obligation to make any  expenditure,  provide  capital or loan funds to
the Project  Entity,  except as may  specifically be required by this Agreement,
ally Ancillary  Agreements  (including the Operating  Agreement),  by applicable
law, or as otherwise agreed by NYBE and WCCI from time to time.

         3.3 Project Entity  Financing.  In the event it is deemed  necessary by
the parties hereto, the parties will use their best efforts to cause the Project
Entity to obtain the necessary  financing;  and the parties hereto shall jointly
be the guarantors of such financing if guaranty is required.

        3.4  Responsibilities of the Parties.

         A)  NYBE  shall be responsible for the duties and activities  set forth
             on the NYBE Responsibilities Schedule. To  the extent that NYBE  is
             to be reimbursed or compensated for such  services,  the  terms and
             conditions of same shall be set forth on the NYBE  Responsibilities
             Schedule.

         B)  WCCI shall be responsible for  the duties  and activities set forth
             on the WCCI's Responsibilities Schedule. To the extent that WCCI is
             to be reimbursed or compensated for such services,  the  terms  and
             conditions of same shall be set forth on the WCCI  Responsibilities
             Schedule.


<PAGE>



         C)  All charges associated with the forgoing services  provided by NYBE
             or WCCI or any Affiliate  shall be paid by the Project Entity or as
             agreed on by both parties in writing.

         3.5 Facility  Development.  With respect to the Facilities,  WCCI shall
         begin  construction  on  converting  the  Facilities  pursuant  to  the
         following development schedule:

         A)      December 1, 1998     Facility  located at 310 North  Rock Road,
                                      Wichita, Kansas

         B)      December 15, 1998    Facility  located at 5048 South  Sheridan,
                                      Tulsa, Oklahoma

         C)      January 15, 1999     Facility located at 1520 East 15th Street,
                                      Tulsa, Oklahoma

         D)      March 1, 1999        Facility to be selected at sole discretion
                                      of WCCI, no later than January 1, 1999

         E)      May 1, 1999          Facility to be selected at sole discretion
                                      of WCCI, no later than January I, 1999

         F)      July 1, 1999         Facility to be selected at sole discretion
                                      of WCCI, no later than January I, 1999

         G)      September 15, 1999   Facility to be selected at sole discretion
                                      of WCCI, no later than January 1, 1999

         H)      December 1, 1999     Facility to be selected at sole discretion
                                      of WCCI, no later than January 1, 1999

In the event WCCI elects not to develop the Facilities identified as (G) and (H)
above,  WCCI  shall pay to NYBE the sum of Two  Thousand  Five  Hundred  Dollars
($2,500.00) per Facility and, shall

         *Prior to the commencement of construction on any Facility,  WCCI shall
obtain a bid for the costs  and  expenses  associated  with the  conversion  and
opening of that  Facility and shall  deliver such bid to NYBE.  It is understood
and agreed by the parties hereto that WCCI shall pay the first One Hundred Fifty
Thousand  Dollars  ($150.000.00)  of the  conversion  costs with  respect to any
particular  Facility,  and the Project Entity shall pay the additional costs and
expenses  associated  with the  conversion.  In the event WCCI fails to meet the
development  schedule,  its obligation to corem-byte the first One Hundred Fifty
Thousand Dollars  ($150,000) shall increase each month by the amount of rent for
the particular Facility that is behind schedule until such time as construction

         **Notwithstanding  anything to the  contrary  contained  herein,  it is
understood and agreed by the parties hereto that WCCI shall pay seventy  percent
(70%) and NYBE shall pay thirty percent (30%), respectively,  of the pre-opening
costs and expenses, relating to the construction and opening of this Facility.


Therefore be released  from its  obligation to convert  these  Facilities.  WCCI
shall have the right to substitute  Facilities into the development schedule, or
rearrange the order in which the Facilities  are to be developed,  provided that
the development schedule timing is not affected.

     3.6 Operation of Facilities. The Project Entity shall be solely responsible
for all cost and expenses  associated  with (i) funding each Facility  after the
completion of the construction,  these expenses include, without limitation, all
pre-opening  marketing  activities,  pre-opening  cost  of  innovatory  and  all
post-opening  operational  expenses;  (ii) the assumption of the lease agreement
for a particular  Facility from the earlier of the respective dates set forth in
Section  3.5 or the date  construction  begins  for a  particular  Facility  (if
acceptable to the landlord,  the Project Entity shall into a new lease agreement
(on terms no less favorable than those  experienced by NYBE), at which time NYBE
shall be released from its  obligations  under the current lease;  provided,  if
NYBE is to remain or  otherwise  guaranty  any such lease  agreement,  then WCCI
shall also,  jointly and  severally,  guaranty such lease  agreement);  and (if)
paying for all insurance and utility expenses with respect to each Facility.  In
addition to the foregoing,  it is understood by the parties that WCCI shall have
operational  control (are the store level),  relative to the day-today operation
of the converted Facilities.

         3.7 Additional  NYBE  Restaurants.  During the  Development  Term, NYBE
shall pursue the disposition of NYBE restaurants. In the event NYBE identifies a
disposition  plan for say of it its  (other  than the  Facilities),  which  NYBE
intends on  pursuing,  NYBE shall  notify  WCCI of its intent to dispose of that
specific NYBE  restaurant;  and WCCI shall have fourteen (14) days from the date
of such notice to evaluate such NYBE restaurant, In the event WCCI is interested
in such NYBE  restaurant,  WCCI shall  notify NYBE of its desire to convert such
NYBE restaurant to an Atomic Burrito(R)  restaurant and the parties shall either
(i) amend this Agreement and insert such NYBE  restaurant  into the  development
schedule or (ii) WCCI shall, with the consent of NYBE, have the right to convert
such NYBE  restaurant  outside of this  Agreement.  If NYBE does not  consent to
option (ii), the parties shall enter into a subsequent  Joint Venture  Agreement
with NYBE having the relative  percentage  ownership  that the offer to purchase
such NYBE  restaurant  by a third  party or the fair  marker  value of such NYBE
Restaurant's assets, as the case may be, bears to the total cost associated with
the  conversion  of such NYBE  restaurant.  Also,  NYBE  shall have the right to
contribute cash to the subsequent  Joint Venture in an amount necessary to bring
its ownership  percentage up to forty percent (40%).  Provided,  however, in the
event,  at WCCI  elects  to one  hundred  twenty  (120)  days from the date WCCI
receives notice from NYBE of its rights hereunder.

         3.8  Master  Licensing  Agreement.  As partial  consideration  for this
Agreement,  the parties hereby agree that NYBE and Atomic Burrito,  Inc.,  shall
enter into a Master  Licensing  Agreement  pursuant to which NYBE shall have the
right to  license or develop  up to fifty  (50)  Atomic  Burrito(R)  restaurants
within an  exclusive  territory.  It is  contemplated  by the parties  that this
Master  Licensing  Agreement  shall be executed no later than the earlier of (i)
December 1, 1998, or (ii) the date the first  Facility's lease is assumed by the
Project Entity.


<PAGE>



         3.9 Restrictions on  Transferability  of Interests,  From and after the
Closing Date, neither NYBE nor WCCI shall transfer its ownership interest in the
Project Facility except to the other party; provided, however, that either party
may transfer a portion of its interest to an Affiliate  prior to the exercise of
a put or call option pursuant to Section 3.11 so as to preserve the existence of
the Project Entity following such purchase.  A transfer means any disposition of
an interest or any interest therein,  including,  without limitation,  any sale,
gift,  assignment,  pledge  or  encumbrance,  whether  such  disposition  occurs
voluntarily, by operation of law or otherwise.

       3.10  Non-competition.

         A)  During  the  period  in  which  the Project Entity is a licensee of
             WCCI,  without the prior written  consent of NYBE,  WCCI shall  not
             directly or indirectly own, operate, develop, construct, manage  or
             participate in the ownership, development, construction,  operation
             or management of any restaurant engaged in the sale  of  bagels  or
             bagel  related  products located in the Territory.

         B)   During the period in which  the  Project  Entity  is a licensee of
              WCCI,  without the prior written  consent of NYBE, WCCI shall  not
              directly or indirectly own, operate, develop, construct, manage or
              participate in the ownership, development, construction, operation
              or management of  quick  service  fresh-Tex  Mexican  restaurants,
              located within the Designated Market Area or Areas  identified  by
              the then current Nielson Well Map,  published  by the A.C, Nielson
              Company,  in  which  the  Project  Entity  is  operating an Atomic
              Burrito restaurant.

         C)   The  restrictions on WCCI  set  forth  in  Section 3,10(A) and (B)
              shall also apply to any entities or Persons directly or indirectly
              controlled by WCCI.

         D)   The restrictions set forth in Section  3.10(A)  are subject to the
              following exceptions:

                  i)       Such restrictions shall not be considered violated by
                           reason  of  WCCI  owning  and/or   constructing   any
                           restaurant  engaged  in the sale of  bagels  or bagel
                           related products, located outside the Territory;

                  ii)      Such restrictions shall not be considered violated by
                           reason of WCCI owning less than a five  percent  (5%)
                           interest  in a  legal  entity  that  owns,  develops,
                           constructs,   operates  or  manages  any   restaurant
                           engaged  in the  sale  of  bagels  or  bagel  related
                           products;

         E)    During  the  period  in which the Project Entity is a licensee of
               WCCI, without the prior written consent of WCCI,  NYBE shall  not
               directly or indirectly own, operate, develop,  construct,  manage
               or  participate  in  the  ownership,  development,  construction,
               operation  or  management  of  quick   service  fresh-Tex Mexican
               restaurants located in the Territory.

         F)    The restrictions on NYBE set forth in Section 3.10(E) shall  also
               apply  to  any  entities   or  Persons  directly   or  indirectly
               controlled by NYBE.

         G)    The  restrictions  set forth in  Section  3.10(E)  shall  not  be
               considered  violated by  reason  of  NYBE owning less than a five
               percent (5%)  interest  in  a  legal entity that owns,  develops,
               constructs, operates or  manages  any  quick  service  fresh-Tex-
               Mexican restaurants;

         H)    Each party hereby agrees that the restrictions set forth in  this
               Section 3,10  are  founded  on  valuable  consideration  and  are
               reasonable  in  duration  and  geographic  area  in  view  of the
               circumstances under  which  this  Agreement  is executed and that
               such  restrictions  are  necessary  to  protect   the  legitimate
               interests of the parties. In the event that any provision of this
               Section 3.10 is  determined  to be invalid by any  arbitrator  or
               court of competent  jurisdiction,  the provisions of this Section
               3.10 shall be deemed to have been  amended end the parties  agree
               to execute any documents and take whatever action is necessary to
               evidence  such  amendment,  so as to eliminate or modify any such
               invalid  provision  and to carry out the  intent of this  Section
               3.10 to render the terms of this Section 3.10  enforceable in all
               respects as so modified.

         I)    Each party acknowledges  and  agrees  that irreparable injury may
               result to the other  party  and/or a Project  Entity if the other
               party  breaches any  covenant  contained in this Section 3.10 and
               that the remedy at law for the breach of any such  covenant  will
               be inadequate. Therefore, if any party shall engage in any act in
               violation  of any of the  provisions  of this Section  3.10,  the
               other party shall be entitled, in addition to such other remedies
               and damages as may be  available to either or both of them at law
               or under this  Agreement,  to  injunctive  relief to enforce  the
               provisions of this Section 3.10.

         3.11  Confidentiality.  The  parties  will at all times  hold and cause
their  consultants and advisors to hold in confidence the information  contained
in this Agreement.  In addition,  each party (the "receiving party") will at all
times  hold  and  cause  its  advisors  and  representatives  to hold in  strict
confidence all documents,  materials and other information  concerning the other
parties (the  "disclosing  party"),  which have been or will be furnished by the
disclosing  party to the  receiving  parties or their  employees,  advisors  and
representatives  in  connection  with  the  transactions  contemplated  by  this
Agreement and which are designated as confidential.  All such information  shall
be  dialoged  by  a  receiving  party  only  to  its  employees,   advisors  and
representatives   engaged  in  the  evaluation  of  such  information.   If  the
transactions  contemplated by this Agreement are not consummated,  regardless of
the reason therefor,  such confidence will be maintained by the receiving party,
except to the extent such  information (a) was previously known to the receiving
party prior to disclosure by the disclosing  party,  (b) is in the public domain
through  no  fault of the  receiving  party,  (c) is  lawfully  acquired  by the
receiving  party from a third party under no  obligation  of  confidence  to the
disclosing  party,  or (d) is  required  by any  law or by any  governmental  or
judicial body to be disclosed.  Such documents and information  will not be used
to the  detriment  of the  disclosing  party or  otherwise in any manner and all
documents,  materials and other Written  information  provided by the disclosing
party to the receiving party, including all copies and extracts thereof, will be
returned to the disclosing party immediately upon its written request




         3.12  Further  Assurances .  Following  the  Closing,  each party shall
execute  such  further  documents  and  perform  such  further  acts  as  may be
reasonably  necessary  to  consummate  the  transactions  contemplated  by  this
Agreement and the Ancillary  Agreements in accordance  with the terms hereof and
thereof and to more effectively carry out the transactions  contemplated  hereby
and thereby.

         3.13  Liens  and  Encumbrances.  Each of NYBE and  WCCI,  acquiring  an
interest in the Project  Entity,  agrees to keep its ownership  interest in each
such  entity  free and  clear  from any and all  security  interests,  liens and
restrictions in favor of third parties.

         3.14  Public  Statement.  NYBE and WCCI shall  consult  with each other
prior to  issuing  any press  release  or  making  any  other  public  statement
(including,  direct  communications  with  third  parties)  with  respect to the
transactions contemplated hereby and will not issue any such release or make any
such  statement  without  the  approval of the other  parry,  except as required
pursuant to any state or federal  securities law or by the rules and regulations
of any relevant  securities  exchange or  quotation  system upon which a party's
securities  are then traded.  NYBE and WCCI  acknowledge  that its breach of the
provisions  of this  Section  3.14,  may  result  in the  assessment  of  fines,
penalties  and/or civil  liabilities by the Securities and Exchange  Commission,
state securities commissions, and others.

                                    ARTICLE 4
         REPRESENTATIONS AND WARRANTIES AND ADDITIONAL COVENANTS OF NYBE

         NYBE hereby  represents  and  warrants to WCCI,  as of the date of this
Agreement and further covenants that NYBE shall hereafter  represent and warrant
to WCCl as of the Closing Date that:

         4.1  Organization.  NYBE is a corporation  validly existing and in good
standing under the laws of the State of Kansas and has full corporate  power and
corporate authority to conduct its business as presently conducted and to become
an owner of the Project Entity. NYBE is duly qualified to transact business as a
foreign corporation in the State of domicile of each Facility.

         4.2 Authorization:  Enforceability. The execution, delivery performance
by NYBE of this Agreement and the Ancillary  Agreements are within the corporate
power of NYBE and have been duly authorized by all necessary corporate action by
NYBE. This Agreement and the Ancillary  Agreements,  when executed and delivered
by NYBE, will be the valid and binding obligations of NYBE,  enforceable against
NYBE in accordance with their respective terms.

         4.3 No Violation or Conflict.  The execution,  delivery and performance
by NYBE of this Agreement and of the Ancillary Agreements will not conflict with
or violate any law, judgment, order, or decree, the Articles of Incorporation or
Bylaws of NYBE,  or any  contract or  agreement to which either is a party or by
which it is respectively bound.

         4.4  Brokers.  NYBE has not  incurred  any  brokers',  finders'  or any
similar fee in connection with the  transactions  contemplated by this Agreement
or the Ancillary Agreements.

         4.5  Litigation.  There  is  no  litigation,  arbitration,  proceeding,
governmental  investigation,  citation or action of any kind  pending or, to the
knowledge  of NYBE,  proposed  or  threatened,  against  NYBE which could have a
material adverse effect on the  transactions  contemplated  hereby.  There is no
action,  suit or proceeding against NYBE by any person or entity which questions
the validity,  legality or propriety of the  transactions  contemplated  by this
Agreement or the Ancillary Agreements.

         4.6 Governmental  Approvals.  No permission,  approval,  determination,
consent or waiver  by, or any  declaration,  filing or  registration  with,  any
governmental  or  regulatory  authority  is  required  on the  part  of  NYBE in
connection  with its execution and delivery of this  Agreement and the Ancillary
Agreements and the  consummation by it of the transactions  contemplated  hereby
and thereby.

         4.7 Required Consents. There are no approvals or consents which NYBE is
required to obtain from any third  parties to enter into this  Agreement  or the
Ancillary Agreements which have not been obtained.

         4.8 Representations and Warranties True and Correct at Closing.  Except
as specifically  disclosed by NYBE to WCCI in writing prior to or at the Closing
Date with  respect  to  matters  arising  after the date of this  Agreement  the
representations and warranties of NYBE set forth in this Article 4 shall be true
and correct as of the Closing.

         4.9 Disposition of NYBE  Facilities.  Except as otherwise  contemplated
herein,  during the  Development  Term,  NYBE shall not  dispose of any New York
Bagel Cafe restaurant without giving WCCI a first option,  which option shall be
exercised if at all within  ninety (90) days of receipt of written  notification
by  NYBE,  to  convert  such New  York  Bagel  Cafe  restaurant(s)  into  Atomic
Burrito(R)  restaurant(s)  pursuant to the terms of a  subsequent  Join  Venture
Agreement, substantially in the form of this Agreement.

                                    ARTICLE 5
         REPRESENTATIONS AND WARRANTIES AND ADDITIONAL COVENANTS OF WCCI

         WCCI hereby  represents  and  warrants to NYBE,  as of the date of this
Agreement,  and further  covenants  that WCCI shall  hereinafter  represent  and
warrant to NYBE as of the Closing Date that:

         5.1 Organization.  WCCI is a corporation,  validly existing and in good
standing  under  the  laws of the  State of  Colorado  and has  full  power  and
authority to conduct its business as presently  conducted and to become an owner
of the Project Entity,  WCCI is duly qualified to transact business as a foreign
corporation in the State of domicile of each Facility.

         5.2  Authorization:   Enforceability.   The  execution,   delivery  and
performance  by WCCI of this  Agreement and the Ancillary  Agreements are within
the power of WCCI and have been duly authorized by all necessary action by WCCI.
This  Agreement  and the  Ancillary  Agreements,  when executed and delivered by
WCCI, will be the valid and binding obligations of WCCI,  enforceable against it
in accordance with their respective terms.

         5.3 No Violation or Conflict.  The execution,  delivery and performance
by WCCI of this Agreement and the Ancillary Agreements will not conflict with or
violate any judgment,  order or decree,  the Articles of Incorporation or Bylaws
of WCCI,  or any contract or agreement to which WCCI is a party or by which WCCI
is bound

         5.4 No Broker.  WCCI has not  incurred  any  brokers',  finders' or any
similar fee in connection with the  transactions  contemplated by this Agreement
or the Ancillary Agreements.

         5.5 No  Litigation.  There is no litigation,  arbitration,  proceeding,
governmental  investigation,  citation or action of any kind  pending or, to the
knowledge  of WCCI,  proposed  or  threatened,  against  WCCI which could have a
material adverse effect on the  transactions  contemplated  hereby.  There is no
action,  suit or proceeding by any person or  governmental  agency  against WCCI
which  questions  the  legality,  validity  or  propriety  of  the  transactions
contemplated by this Agreement or the Ancillary Agreements.

         5.6 Governmental  Approvals.  No permission,  approval,  determination,
consent or waiver  by, or any  declaration,  filing or  registration  with,  any
governmental  or  regulatory  authority  is  required  on the  part  of  WCCI in
connection  with its execution and delivery of this  Agreement and the Ancillary
Agreements and the  consummation by it of the transactions  contemplated  hereby
mad thereby.

         5.7 Required Consents.  There are no approvals or consents,  which WCCI
is  required to obtain from third  parties to enter into this  Agreement  or the
Ancillary Agreements, which have not been obtained.

         5.8 Representations and Warranties True and Correct at Closing.  Except
as specifically  disclosed by WCCI to NYBE in writing prior to or at the Initial
Closing Date with respect to matters  arising after the date of this  Agreement,
the  representations and warranties of WCCI set forth in this Article 5 shall be
true and correct as of the Closing.

                                    ARTICLE 6
                     CONDITIONS PRECEDENT TO THE OBLIGATIONS
                                     OF WCCI

         Each and every  obligation  of WCCI to be performed on the Closing Date
shall be subject  to the  satisfaction  prior to or at Closing of the  following
conditions:

         6.1 Compliance with  Agreement.  NYBE shall have performed and complied
with all of its  obligations  under this Agreement  which are to be performed or
complied with by it prior to or at Closing.

         6.2  Proceedings  and  Instruments   Satisfactory.   All   proceedings,
corporate or otherwise,  to be taken by NYBE in connection with the transactions
contemplated by this Agreement,  and all documents  incident  thereto,  shall be
reasonably  satisfactory in form and substance to WCCI, and NYBE shall have made
available to WCCI for  examination  the originals or true and correct  copies of
all documents which WCCI may reasonably  request and NYBE can reasonably  obtain
in connection with the transactions contemplated by this Agreement.

         6-3 No Litigation.  No investigation,  suit, action or other proceeding
shall be  threatened  or pending  before any court or  governmental  agency that
seeks  restraint,  prohibition,  damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated hereby.

         6.4 Representations and Warranties.  The representations and warranties
made by NYBE in this Agreement  shall be true and correct as of the Closing Date
with the same force and effect as though such representations and warranties had
been made on the Closing Date.

         6.5  Deliveries  at  Closing.  NYBE,  as the  case may be,  shall  have
delivered or caused to be delivered to WCCI the  documents  provided for in this
Agreement, together with such certificates and documents of officers of NYBE and
of public  officials  as shall be  reasonably  requested  by WCCI's  counsel  to
establish the existence and status of NYBE and the due  authorization by NYBE of
this  Agreement,  the  Ancillary  Agreements  to which either is a party and the
consummation by NYBE of the transactions contemplated healthy and thereby.

                                    ARTICLE 7
                     CONDITIONS PRECEDENT TO THE OBLIGATIONS
                                     OF NYBE

         Each and every  respective  obligation  of NYBE to be  performed on the
Closing Date shall be subject to the satisfaction  prior to or at the Closing of
the following conditions:

         7.1 Compliance with  Agreement.  WCCI shall have performed and complied
with all of its  obligations  under this Agreement  which are to be performed or
complied with by it prior to or at such Closing.

         7.2  Proceedings and  Instruments  Satisfactory.  All proceedings to be
taken  by  WCCI  in  connection  with  the  transactions  contemplated  by  this
Agreement,  and all documents incident thereto, shall be reasonably satisfactory
in form and  substance to NYBE,  and WCCI shall have made  available to NYBE for
examination the originals or true and correct copies of all documents which NYBE
may  reasonably  request and WCCI can reasonably  obtain in connection  with the
transactions contemplated by this Agreement,

         7.3 No Litigation.  No investigation,  suit, action or other proceeding
shall be  threatened  or pending  before any court or  governmental  agency that
seeks  restraint  prohibition,  damages or other relief in connection  with this
Agreement or the consummation of the transactions contemplated hereby.

         7.4 Representations and Warranties.  The representations and warranties
made by WCCI in this Agreement  shall be true and correct as of the Closing Date
with the stone force and effect as though such  representations  and  warranties
had been made on the Closing Date.

         7.5  Deliveries at Closing,  WCCI shall have  delivered or caused to be
delivered to NYBE the documents  provided for in this  Agreement,  together with
such  certificates  and documents of officers of WCCI and of public officials as
shall be  reasonably  requested  by  either  NYBE's  counsel  to  establish  the
existence  and  status  of  WCCI  and  the  due  authorization  by  WCCI of this
Agreement,  the Ancillary Agreements to which it is a party and the consummation
by WCCI of the transactions contemplated hereby or thereby.

                                    ARTICLE 8
                         CLOSING; DELIVERIES AT CLOSING

         8.1 Closing. The Closing shall occur on the date the parties hereto may
mutually agree upon in writing.


         8.2 Actions  at  Closing.    At  the  Closing,  NYBE  and/or  WCCI,  as
applicable,  shall take or cause to be taken the  following actions:

         A)    Operating  Agreement.  NYBE   and  WCCI  shall  enter   into  the
               Operating  Agreement  pursuant  to which NYBE and WCCI shall form
               the Project  Entity.  In  addition,  at the Closing NYBE and WCCI
               shall  remit the  capital  contributions  to the  Project  Entity
               referred to in the Capital Investment Schedule.

         B)    Other Actions and Deliveries. Each party shall  have  deliver  of
               cause to be delivered to the other party such other  certificates
               and  documents  as may be  reasonably  requested  by  such  other
               party's  counsel to  establish  the  existence  and status of the
               first  party,  the due  authorization  by the first party of this
               Agreement and the  Ancillary  Agreements to which the first party
               is a  party  and  the  consummation  by the  first  party  of the
               transactions contemplated hereby and thereby.

                            ARTICLE 9 INDEMNIFICATION

         9.1 WCCI's Indemnity. WCCI hereby agrees to indemnify NYBE for and hold
it  harmless  from and against any and all  losses,  damages,  costs,  expenses,
liabilities,  obligations and claims of any kind (including, without limitation,
reasonable  attorneys' fees and other reasonable legal costs and expenses) which
they may at any time suffer or incur, or become subject to, as a result of or in
connection with:

         A)    any  breach  or  inaccuracy  of  any  of  the representations and
               warranties  made by WCCI in this  Agreement  or in any  Ancillary
               Agreements;

         B)    any   failure  by   WCCI  to  carry   out,  perform,  satisfy  or
               discharge  any  of  its  covenants,   agreements,   undertakings,
               liabilities  or  obligations  under this  Agreement  or under any
               Ancillary Agreements;

         C)    any  payments  by  NYBE,  with  respect to any  obligations  of a
               Project Entity which is jointly owned by NYBE and WCCI,  which at
               the time of  payment  have been  jointly  guaranteed  by NYBE and
               WCCI,  to the  extent  such  payments  by  either or both of them
               exceed NYBE's  proportionate share of such obligations,  based on
               its Percentage Interest in such Project Entity; or

         D)    any  suit,  action  or  other  proceeding  brought  by any Person
               against  NYBE,  arising  out of, or in any way related to, any of
               the  matters  referred  to in Section  9. i(A),  9.1(B) or 9.1(C)
               hereof.

         9.2 NYBE's  Indemnity NYBE hereby agrees to indemnify WCCI for and hold
it  harmless  from and  against any and all  losses,  damages,  costs,  exposes,
liabilities,  obligations and claims of any kind (including without  limitation,
reasonable  attorneys' fees and other reasonable legal costs and expenses) which
they may at any time suffer or incur, or become subject to, as a result of or in
connection with:

         A)    any  breach  or  inaccuracy  of  any  of  the representations and
               warranties  made by NYBE in this  Agreement  or in any  Ancillary
               Agreement;

         B)    any  failure  by  NYBE   to  carry   out.  perform,  satisfy   or
               discharge  any  of  its  covenants,   agreements,   undertakings,
               liabilities  or  obligations  under this  Agreement  or under any
               Ancillary Agreement;

         C)    any  payments by WCCI with respect  to  any  obligations  of  the
               Project  Entity  which have been jointly  guaranteed  by WCCI and
               NYBE,  to the extent such payments  exceed  WCCI's  proportionate
               share of such  obligations,  based on its Percentage  Interest in
               the Project Entity; or

         D)    any  suit,  action  or  other  proceeding  brought  by any Person
               against  WCCI,  arising  out of, or in any way related to, any of
               the  matters  referred  to in  Section  9.2(A),  9.2(B) or 9.2(C)
               hereof.

        9.3    Provisions Regarding Indemnities.

         A)    The  indemnification  obligations of WCCI and NYBE under Sections
               9.1 and  9.2,  respectively,  shall  survive  for the  applicable
               statute  of  limitations.  Delivery  of any  written  demand  for
               indemnification  by an indemnified  party shall t011 the survival
               period for the subject of the particular  demand and, once notice
               is given;  the indemnified  party may pursue the particular claim
               to its conclusion to the extent permitted by applicable law.

         B)       The indemnified party shall promptly notify  the  indemnifying
               party in writing and in reasonable  detail of any claim,  demand,
               action or  proceeding  for which  indemnification  will be sought
               under Section 9.1 or Section 9.2 of this  Agreement,  and if such
               claim,  demand,  action or  proceeding  is a third  party  claim,
               demand,  action or proceeding,  the indemnifying  party will have
               the right at its  expense to assume  the  defense  thereof  using
               counsel  reasonably  acceptable  to the  indemnified  party.  The
               indemnified party shall have the right to participate, at its own
               expense,  with  respect to any such third  party  claim,  demand,
               action or  proceeding.  In  connection  with any such third party
               claim, demand, action or proceeding,  the parties shall cooperate
               with each other and  provide  each other with  access to relevant
               books and records in their possession. No such third party claim,
               demand,  action or proceeding  shall be settled without the prior
               written consent of the indemnified  party, such consent not to be
               unreasonably withheld or delayed.

                             ARTICLE 10 TERMINATION

         10.1 Termination.  The parties  acknowledge that time is of the essence
hereof.  This  Agreement may be  terminated  and the  transactions  contemplated
hereby may be abandoned at any time hereafter as follows:

         A)    by mutual written agreement of NYBE and WCCI;

         B)    by WCCI if any of the conditions set forth in Article 6  of  this
               Agreement have not been timely fulfilled by NYBE; or

         C)    by  NYBE  if any of the conditions set forth in Article 7 of this
               Agreement have not been timely fulfilled by WCCI.

         In the event of termination by WCCI or NYBE pursuant to Section 10.1(B)
or 10.1(C),  respectively,  as a result of a breach by the other party of any of
its representations, warranties, agreements or obligations contained herein, the
terminating party shall be entitled to any remedies available to it at law or in
equity.

                                   ARTICLE 11
                                  MISCELLANEOUS

         11.1  Entire  Agreement:   Amendment.  This  Agreement  and  the  other
agreements and documents executed in connection herewith,  constitute the entire
agreement  between  the  parties  pertaining  to  the  subject  matter  of  this
Agreement,   and  supersedes   all  prior   agreements,   promises,   covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written,  by any officer,  employee or  representative  of any party hereto,  No
amendment, supplement, modification or waiver of this Agreement shall be binding
unless executed in writing by the party to be bound thereby.

         11.2 Fees and Expenses. Whether or not the transactions contemplated by
this Agreement are  consummated,  and except as expressly  provided herein or in
any  Ancillary  Agreements,  each of the parties  hereto  shall pay the fees and
expenses  of  its  respective  counsel,   accountants,   brokers,   consultants,
investment  bankers  and  other  experts  incident  to the  negotiation  of this
Agreement.  However,  the Project Entity shall be  responsible  for the fees and
expenses  related to the  preparation of this Agreement and the  consummation of
the transactions contemplated by this Agreement.

         11.3  Applicable  Law.  All  questions   concerning  the  construction,
validity,  and  interpretation  of this  Agreement  and the  performance  of the
obligations imposed by this Agreement shall be governed by the internal law, not
the law of conflicts, of the State of Kansas.

         11.4  Binding  Effect:  Assignment.  This  Agreement  and  all  of  the
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective  successors and assigns,  but neither this Agreement
nor any of the rights,  interests or obligations  hereunder shall be assigned by
any of the parties hereto without the prior written  consent of the other party,
whether by operation of law or otherwise.

         11.5  Facility  Atmosphere.  The Project  Entity  shall take input from
executive management of NYBE, concerning the tenant improvements with respect to
ensuring  that the  improvements  will result in an "adult  friendly,"  yet fun,
friendly  and festive  atmosphere.  NYBE hereby  agrees that WCCI shall have the
right to determine if it is  appropriate  to serve  alcohol at any or all of the
Facilities.

         I 1.6 Notices.  Each  notice,  request,  demand or other  communication
("Notice") by either party to the other party pursuant to this  Agreement  shall
be in writing and shall be personally  delivered or sent by U.S, certified mail,
return receipt requested, postage prepaid, or by nationally recognized overnight
commercial courier, charges prepaid, or by facsimile transmission (but each such
Notice sent by facsimile  transmission shall be confirmed by sending an original
thereof to the other party by U.S. mail or commercial courier as provided herein
no later than the  following  business  day),  addressed  to the  address of the
receiving  party set forth  below or to such other  address as such party  shall
have communicated to the other party in accordance with this Section. Any Notice
hereunder  shall be  deemed to have been  given  and  received  on the date when
personally  delivered,  on the date of sending  when sent by  facsimile,  on the
third  business  day  following  the date of sending when sent by mail or on the
first  business  day  following  the date of  sending  when  sent by  commercial
courier.

             If to WCCI:         Western Country Clubs, Inc.
                                 1601 N.W. Expressway, Suite 1610
                                 Oklahoma City, Oklahoma 73118
                                 Facsimile: 405-848-0998
                                 Attn:  James E. Blacketer

           With a copy to:       John Hudson, Esq.
                                 1601 N.W. Expressway, Suite 1910
                                 Oklahoma City, Oklahoma 73118
                                 Facsimile: 405-840-4671

           If to NYBE:           New York Bagel Enterprises, Inc.
                                 115 East 8th Street
                                 Stillwater, Oklahoma 74076
                                 Facsimile: 405-624-3722
                                 Arm: Robert J. Geresi

           With a copy to:       Gregory B. Klenda
                                 Klenda, Mitchell, Austerman & Zuercher, L.L.C.
                                 1600 Epic Centex
                                 301 North Main Street
                                 Wichita, Kansas 67202
                                 Facsimile: 316-267-0333

         11.7   Counterparts.   This   Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall together constitute but one and the same Agreement.

         11.8  Headings.  The Article and  Section  headings  shall be deemed an
original,  but such counterparts shall together  constitute but one and the same
Agreement.

         11.9  Construction.  Common  nouns  shall  be  deemed  to  refer to the
masculine,  feminine, neuter, singular and plural, as the identity of the person
may  in  the  context  require,   References  to  Sections  herein  include  all
subsections  which are  subsidiary  to the Section  referred to. No provision of
this  Agreement  shall be  construed  in favor of or against any party hereto by
reason of the extent to which any such party or its counsel  participated in the
drafting thereof.

         11.10 Severability. If any provision, clause or part of this Agreement,
or the application  thereof under certain  circumstances,  is held invalid,  the
remainder of this Agreement,  or the  application of such  provision,  clause or
part  reader  other  circumstances,  shall not be affected  thereby  unless such
invalidity  materially  impairs  the ability of the  parties to  consummate  the
transactions contemplated by this Agreement.

         11.11 Knowledge.  Any representation,  warranty,  Covenant or statement
which is made to the knowledge of any party to this Agreement shall require that
such party make  reasonable  investigation  and inquiry with respect  thereto to
ascertain the correctness and validity thereof.

         11.12  Survival.  All  representations  and  warranties  of the parties
contained in this Agreement or made pursuant to this Agreement shall survive the
Closing  Date and the  consummation  of the  transactions  contemplated  by this
Agreement for the applicable statute of limitations.  All obligations under this
Agreement  which  expressly or implicitly by their nature survive the expiration
or  termination  of this  Agreement  shall  continue  in full  force and  effect
subsequent  to  and  notwithstanding  the  expiration  or  termination  of  this
Agreement and until they are satisfied in full or by their nature expire.

         11.13 Waiver of Compliance.  Any failure of NYBE or WCCI to comply with
any  obligation,  covenant,  agreement  or  condition  contained  herein  may be
expressly  waived in writing by WCCI or NYBE,  respectively,  but such waiver or
failure  to  insist  upon  strict  compliance  with such  obligation,  covenant,
agreement  or  condition  shall not  operate  as a waiver of, or  estoppel  with
respect to, any subsequent or other failure.

         1 1.14 Third Parties.  Except as specifically  set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer  upon or give to any  Person  other  than the  parties  hereto  and their
successors  or  assigns,  any  rights  or  remedies  under or by  reason of this
Agreement.

         11.  15 Costs of  Litigation.  In the event of any  litigation  arising
among the parties concerning this Agreement the  non-prevailing  party shall pay
the reasonable  attorney's  fees and costs incurred by the prevailing  party (or
parties) incurred as an incident to such litigation.

         11.16  Guaranty.  In the  event  that  either  WCCI  or NYBE  causes  a
subsidiary  to enter into this  Agreement  WCCI and/or NYSE, as the case may be,
hereby absolutely and unconditionally guarantees the due and punctual payment of
all amounts and the due and punctual  performance of all of its obligation  owed
under this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
duly executed as of the day and year first above written.


                                  NEW YORK BAGEL ENTERPRISES, INC.



                                  By /s/ Robert J. Greresi
                                    -----------------------------------
                                    Robert J. Greresi/Executive Officer

                                                 "NYBE'




                                  WESTERN COUNTRY CLUBS, INC.


                                  By /s/ James E. Blacketer
                                    -----------------------------------
                                    James E. Blacketer, Chief Executive Officer

                                                  "WCCI"


<PAGE>



                                    EXHIBIT A

                                LICENSE AGREEMENT


<PAGE>


                                    EXHIBIT B

                               OPERATING AGREEMENT


<PAGE>



                                  EXHIBIT 1.15

This Agreement covers the Facilities located in:

1.    Tulsa, Oklahoma
2.    Manhattan and Wichita, Kansas
3-    Lubbock, Waco, Austin, Midland, Temple and San Antonio, Texas
4.    Springfield, Missouri
5-    Nashville, Tennessee

65632



<PAGE>



                                  Schedule 1.18



3801 South General Bruce Drive, Temple, Texas
500 West Wadley, Midland, Texas
9070  Research  Boulevard.   Suite  303,  Austin,  Texas
13450  North  Research Boulevard,  #'243,  Austin, Texas
7239 Quaker Avenue,  Lubbock,  Texas
5188 West Waco Drive, Waco, Texas
999 East Basse Road, Suite 199, San Antonio,  Texas
3837 South Campbell, Springfield,  Missouri
2456 East Sunshine, Springfield, Missouri
3009 West End Avenue,  Nashville,  Tennessee
1800 21si Avenue South,  Nashville, Tennessee
 1219 Bluemont Avenue, Manhattan, Kansas


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<PAGE>



                           CAPITAL INVESTMENT SCHEDULE

As to the Project Facility, the parties shall contribute capital as follows:

         NYBE
         ----
         Within ten (10) days prior to the  commencement o f construction on any
         Facility,  NYBE shall  contribute to the Project Entity (i) any and all
         leases and  leasehold  improvements  with respect to that  Facility and
         (ii)  any  and  all  equipment  located  at  the  Facility  which  WCCI
         identifies  as useful  and  desired  for the  operation  of the  Atomic
         Burrito(R) restaurant at the Facility. All equipment not identified for
         contribution  by WCCI shall  remain the sole  property of NYBE and NYBE
         shall  have the right to  remove,  at its sole cost and  expense,  said
         equipment at any time.

         WCCI
         ----
         WCCI shall be required to contribute funds, on an ongoing basis, to the
         Project Entity hi amounts  sufficient to cover the conversion  costs of
         the Facilities. It is contemplated by the parties hereto that the funds
         will be in an amount  necessary to cover the costs of construction  and
         pre-opening  expenses,  including,  without  limitation,  all fixtures,
         equipment,  signage,  required tenant improvements,  training expenses,
         pre-opening travel expenses and small wares.

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<PAGE>



                                 EXHIBIT 3.4(A)


                         NYBE RESPONSIBILITIES SCHEDULE

Perform all  accounting  functions for the Project  Entity,  including,  without
limitation,  cash  management  bank account  reconciliation  and  preparation of
monthly internal unaudited financial statements. In consideration for performing
these services, the Project Entity shall be pay a fee of one percent (1%) of Net
Sales to NYBE, up to a maximum of One Thousand Dollars ($l,000.00) per Facility,
per month.  WCCI shall have the right to terminate NYBE's right to perform these
accounting functions if NYBE sells all or substantially all of its assets.

65632


<PAGE>



                                 EXHIBIT 3.4(B)

                        WCCI'S RESPONSIBILITIES SCHEDULE

Design,  construct and open the Atomic Burrito restaurants  contemplated by this
Agreement

Hire,  supervise,  manage and  oversee the day to day  operations  of the Atomic
Burrito restaurants developed pursuant to this Agreement.


65632