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                                                                Exhibit 10.29

                                TERMINATION AGREEMENT


    THIS TERMINATION AGREEMENT is entered into as of March 14, 1997 by and
between Java Centrale, Inc., a California corporation ("Java Centrale"), and
Java Southeast, Inc., a Delaware corporation ("JSE"). Unless otherwise specified
herein, capitalized terms used herein shall have their respective meanings set
forth in the Joint Venture Development and Operating Agreement dated as of June
30, 1995 between Java Centrale and JSE, as amended (the "Development
Agreement").

    WHEREAS, pursuant to a Joint Venture Formation Agreement dated as of
November 14, 1994 among Chamberlin Capital Corp., Java Southeast Partners, L.P.,
JSE and Java Centrale, as amended (the "Formation Agreement"), Java Centrale and
JSE entered into the Development Agreement, which provides for the development
and operation of Java Centrale cafes in the State of Florida and certain
additional areas by JSE;

    WHEREAS, the parties desire to terminate the Development Agreement upon the
terms set forth herein;

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

    1.   TERMINATION OF DEVELOPMENT AGREEMENT.  The Development Agreement is
         hereby terminated effective immediately. In connection with such
         termination, the parties hereto acknowledge and agree that:

              (a)  JSE shall have no further obligation to Java Centrale to
                   pay any Area Development Fees as provided in Section 2.1 of
                   the Development Agreement, Opening Fees as provided in
                   Section 2.2 and 2.3 of the Development Agreement, advisory
                   fees, as provided in Section 2.4 of the Development
                   Agreement, or any other fees, royalties or other
                   compensation to Java Centrale or any of its affiliates,
                   whether accruing in the past, currently owing or payable in
                   the future.

              (b)  JSE shall have no further rights to open Java Centrale cafes
                   in Florida or elsewhere under Section 1.1 or 1.2 or Article
                   3 or 4 of the Development Agreement. Java Centrale shall
                   have the right to immediately open, directly or through
                   franchisees, Java Centrale cafes anywhere in Florida or
                   elsewhere, including in the market areas served by JSE's
                   currently existing cafes.

              (c)  JSE's rights under Section 1.4 of the Development Agreement,
                   including the right to use the trademark and service mark
                   "Java Centrale" and the Trade Dress, shall terminate;
                   PROVIDED, HOWEVER, that JSE shall continue to have the
                   rights act forth in Section 1.4 of the Development Agreement
                   through December 31, 1997. By such date, JSE shall cease
                   using the trademark and service mark "Java Centrale" and
                   shall make reasonable changes to the trade dress of its
                   existing cafes to differentiate such trade dress from the
                   Trade Dress to the extent such changes in the trade dress
                   may be without the incurrence of substantial costs.

              (d)  All other provisions of the Development Agreement shall be
                   deemed terminated and of no further force or effect.


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                                                                 Exhibit 10.29


    2.   RELEASE OF DEFAULT  The parties acknowledge that Java Centrale has
         failed to loan to JSE the sum of $250,000 as contemplated by the
         amendment Section 1.1 (a) of the Formation Agreement, as amended by
         Section 1(a) of the letter agreement dated June 30, 1995 among such
         parties.  JSE hereby releases Java Centrale from any liability or
         obligation Java Centrale may have to JSE arising from such failure,
         including, without limitation, any consequential damages suffered by
         JSE, as a result of the effect of the failure to obtain such $250,000
         loan from Java Centrale on JSE's ability to develop additional cafes.

    3.   CANCELLATION OF LOAN  Java Centrale hereby releases JSE from any and
         all liabilities or obligations JSE by have with respect to a loan by
         Java Centrale to JSE in the amount of $27,500 pursuant to the letter
         dated June 11, 1996 between Java Centrale and JSE.  Concurrently
         herewith, Java Centrale shall deliver such note to JSE for
         cancellation.

    4.   NO EFFECT OF $200,000 LOAN  JSE acknowledges its obligation under the
         promissory note of JSE dated December 7, 1995 to repay Java Centrale
         the sum of $200,000 on October 3, 1999 without interest.  Such
         obligation shall not be terminated or affected by this Agreement.

    5.   CANCELLATION OF JAVA CENTRALE SHARES  Concurrently with the execution
         hereof, JSE shall return to Java Centrale for cancellation the stock
         certificates representing all the shares of Java Centrale Common Stock
         issued to JSE pursuant to the Formation Agreement.  The Registered
         Rights Agreement dated as of June 30, 1995 between JSE and Java
         Centrale shall be terminated and be of no further force or effect upon
         the execution of this Agreement.

    6.   CANCELLATION OF JSE SHARES  Concurrently with the execution hereof,
         Java Centrale shall return to JSE for cancellation the stock
         certificates representing all of the shares of JSE Common Stock issued
         to Java Centrale pursuant to the Formation Agreement.  The
         Stockholders Agreement dated as of June 30, 1995 between JSE and Java
         Centrale shall be terminated and be of no further force or effect upon
         the execution hereof.

    7.   LEGAL FEES OF JSE  The fees and disbursements of JSE's counsel,
         Gibson, Dunn & Crutcher LLP, incurred in connection with the
         preparation and finalization of the Agreement shall be split evenly
         between JSE and Java Centrale; PROVIDED, HOWEVER, that Java Centrale
         shall not be obligated to bear more that $2,500 of such fees and
         disbursements.  The parties acknowledge that Gibson, Dunn & Crutcher
         LLP represents JSE, and not Java Centrale.

    8.   NO PRIOR ASSIGNMENT OF RIGHTS  Each of the parties represents and
         warrants that it has not heretofore assigned or transferred, or
         purported to have assigned or transferred, to any firm, corporation or
         person whatsoever, any liability or obligation herein released and
         agrees to and indemnify and hold harmless the other party against any
         liability or obligation based on, arising out of or in connection with
         any such transfer or assignment or purported transfer or assignment.

    9.   ATTORNEYS' FEE  If any action, in law or in equity, is brought by
         either party against the other party with respect to any right or
         claimed right arising under or by reason of this Termination
         Agreement, the prevailing party shall be entitled to judgment for all
         reasonable attorneys' fees and court costs incurred with respect to
         such action.

    10.  GOVERNING LAW  This Agreement shall be governed by and construed in
         accordance with the laws of the State of California, without giving
         effect to the conflict of laws rules thereof.


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                                                                   Exhibit 10.29

    11.  ENTIRE AGREEMENT  This Agreement represents the entire agreement
         between the parties with respect to the subject matter hereof and
         supersedes and cancels any prior oral or written agreement with
         respect to such subject matter.

    12.  BINDING EFFECT  This agreement shall be binding upon and shall insure
         to the benefit of the parties hereto and their respective successors
         and assigns.

    13.  COUNTERPARTS  This Agreement may be executes in one or more
         counterparts, each of which shall be deemed to be an original and all
         of which together shall be deemed to be one and the same instrument,
         and shall become effective when one or more counterparts have signed
         by each of the parties.

    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.



                                       JAVA CENTRALE, INC.

                                       By: /s/
                                          -------------------------------
                                         Name:  Steven J. Orlando
                                         Title: Chief Financial Officer


                                       JAVA SOUTHEAST, INC.

                                       By: /s/
                                          -------------------------------
                                         Name:  Larry L. Chamberlin
                                         Title: Chairman of the Board