Exhibit 99.2


        AMENDMENT NO. 1 TO SERIES F PREFERRED STOCK AND WARRANT PURCHASE
                                   AGREEMENT


          AMENDMENT NO. 1 TO SERIES F PREFERRED STOCK AND WARRANT PURCHASE
AGREEMENT, dated as of March 29, 2001 ( "Amendment"), by and among NEW WORLD
COFFEE - MANHATTAN BAGEL, INC., a Delaware corporation (the "Company"), and
Halpern Denny III, L.P. ("Halpern Denny"), amending the Series F Preferred Stock
and Warrant Purchase Agreement, dated as of January 18, 2001 (the "Original
Purchase Agreement"), among the Company and Halpern Denny.

          WHEREAS, the Company and certain purchasers (the "Series F
Purchasers") have entered into a Second Series F Preferred Stock and Warrant
Purchase Agreement dated as of March 29, 2001 (the "Second Purchase Agreement"),
pursuant to which the Series F Purchasers will purchase from the Company an
additional 5,000 shares of Series F Preferred Stock, $.001 par value, of the
Company and warrants to purchase shares of Common Stock of the Company in the
form attached to the Second Purchase Agreement;

          WHEREAS, the Company and Halpern Denny deem it in their best interests
to amend the provisions of the Original Purchase Agreement, and the Company and
Halpern Denny are willing to amend the Original Purchase Agreement as provided
herein;

          WHEREAS, as an inducement to the Series F Purchasers to consummate the
transactions contemplated by the Second Purchase Agreement, the Company and
Halpern Denny have agreed to enter into this Amendment; and

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:

          1. The form of Note attached as Exhibit D to the Original Purchase
Agreement is hereby amended by deleting the form of Note in its entirety and
replacing it with a new form of Note, a copy of which is attached hereto.

          2. The Original Purchase Agreement, as amended by this Amendment, is
hereby in all respects confirmed and each of the parties hereto acknowledges and
agrees that it is bound by all the terms and provisions thereof, as amended
hereby.

          3. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflict of laws
principles.

          4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.




          IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as a sealed instrument, all as of the day and year first above
written.


                                  NEW WORLD COFFEE - MANHATTAN
                                    BAGEL, INC.



                                  By /s/ Ramin Kamfar
                                    ------------------------------------
                                    Name:   Ramin Kamfar
                                    Title:  Chief Executive Officer


                                  HALPERN DENNY III, L.P.

                                  By:  Halpern Denny & Company V, L.L.C.,
                                       General Partner



                                  By /s/ William J. Nimmo
                                     ----------------------------------
                                     Name:   William J. Nimmo
                                     Title:  Managing Member