Agreement

Agreement

by Atomic Burrito Inc
October 12th, 1999



                                    AGREEMENT

THIS AGREEMENT is made and entered into as of the 28th date of September 1999,

        BY AND BETWEEN              NEW YORK BAGEL ENTERPRISES, INC.
                                    A Kansas corporation,
                                    Hereinafter referred to as

                                            "NYBE"

        AND                         ATOMIC BURRITO, INC. formerly known as
                                    WESTERN COUNTRY CLUBS, INC.
                                    An Oklahoma corporation,
                                    Hereinafter referred to as

                                            "ATOM"

WITNESSETH:

        WHEREAS,  NYBE and ATOM entered into a certain Joint  Venture  Agreement
dated  October 27,  1998,  as amended by the certain  First  Amendment  to Joint
Venture  Agreement  dated December 15, 1998  (collectively,  the "JV Agreement")
copies of which are marked Exhibit A and Exhibit B,  respectively,  and attached
hereto;

        WHEREAS, NYBE, ATOM and certain  representatives of such entries entered
into  a  certain   Confidentiality   Agreement  dated  November  25,  1998  (the
"Confidentiality  Agreement")  a copy of which is marked  Exhibit C and attached
hereto;

        WHEREAS,  NYBE and ATOM entered into a certain  letter dated May 6, 1999
concerning a potential stock for assets  transaction  (the "Letter of Intent") a
copy of which is marked Exhibit D and attached hereto; and

        WHEREAS,  the parties wish to provide for the due  termination of the JV
Agreement, the Confidentiality Agreement and the Letter of Intent (collectively,
the "Subject  Agreement")  and to provide for certain  other  matters,  upon the
terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the mutual convenants and agreements
contained  herein and other good and valuable  considerations,  the receipts and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

        1.  Incorporation of Recitals. The parties agree that the above recitals
are hereby incorporated herein.






        2.  Termination  of Subject  Agreements  Offers  Recession.  The Subject
Agreements shall each immediately  terminate upon execution of this Agreement by
all  parties.  Any  outstanding  offer by a party to the  other  party is hereby
rescinded, terminated and withdrawn.

        3. Assignment of Limited  Liability  Company  Interests.  NYBE agrees to
sell, transfer,  convey, assign and deliver to ATOM, and ATOM agrees to purchase
and accept from NYBE,  (i) forty (40) limited  liability  company units of AB of
Wichita-I,  L.L.C., an Oklahoma limited liability company, and (ii) thirty-eight
(38) limited  liability  company  units of AB of Tulsa-I,  L.L.C.,  and Oklahoma
limited liability company (collectively, the "Interest"),  pursuant to the terms
of  Assignment  Separate From  Interest  Certificate  copies of which are marked
Exhibit E and Exhibit F,  respectively,  and attached  hereto,  on September 30,
1999 in  consideration  of ATOM paying and  performing  as set forth below,  One
Hundred Seventy-Five  Thousand Dollars ($175,000) for the purchase of Interests.
ATOM shall have until October 10, 1999 to complete its financing of the purchase
price as set forth  hereinabove  with the bank of first  choice of ATOM.  In the
event the bank of the first choice of ATOM shall not complete said financing for
ATOM,  then ATOM shall have an  additional  thirty  (30) days to  complete  said
financing with another lender.  In the event ATOM is unable to secure  financing
within  said time  period,  then NYBE shall have the option of  terminating  the
assignments  provided  herein,  or may choose to allow ATOM  additional  time to
pursue such financing.  In the event ATOM successfully completes such financing.
ATOM agrees to pay to NYBE, in addition to the purchase  price set forth herein,
interest at the rate of eight percent (8%) per annum on the purchase  price from
November 10, 1999 until closing.

        4. AB of Tulsa-I,  L.L.C. The parties agree that ATOM shall be permitted
to continue to display the current "New York Bagel Cafe" signage  located at the
restaurant  operated by AB of Tulsa-I,  L.L.C.  (the "Tulsa  Restaurant").  ATOM
agrees to cease and  discontinue  the use, for any  purpose,  of any other trade
name or service mark or other commercial symbol identifying or relating to NYBE.
ATOM agrees to continue to purchase from NYBE bagels and other related  products
for sale at such  location  upon the terms and  conditions  as the  parties  may
agree. ATOM shall  immediately  remove the signage relating to NYBE at the Tulsa
Restaurant if ATOM shall cease to purchase bagels and related products from NYBE
or if ATOM  purchases any such products from a third party.  ATOM shall and does
hereby  indemnify  and hold  harmless  NYBE,  NYBE's  affiliates,  predecessors,
successors and franchises, as well as their respective stockholders, principals,
directors,  owners, officers, agents and employees, from and against any and all
costs, expenses,  claims, losses, demands, damages, suits or causes of action of
whatsoever kind or nature which any creditor, patron, or other persons or equity
may now have or may hereafter  accrue  against NYBE or any such person or entity
from, arising out of, or as a result of ATOM's operation of the Tulsa Restaurant
and the  restaurant  operated  by AB of  Wichita-I,  L.L.C.  In  addition to the
payment requirements set forth in Section 3 above, ATOM agrees to pay to NYBE on
September  30, 1999 all monies due to NYBE relating to NYBE's  supplying  bagels
and related  products to the Tulsa Restaurant prior to, as of and after the date
of this  Agreement  which  amount  is  estimated  to be Seven  Thousand  Dollars
($7,000) as of the date of this agreement and which amount will be determined as
of September  30, 1999.  To determine  whether ATOM is in  compliance  with this
Agreement,  NYBE or its designated agents shall have the right at any reasonable
time and with  reasonable  notice to ATOM, to inspect the premises and the books
and records of the Tulsa Restaurant.

        5. Mutual Release. Except as otherwise provided in this Agreement,  NYBE
and ATOM each shall and do hereby  remise,  release and forever  discharge  each
other  and  their  respective  successors,   predecessors,  assigns,  directors,
officers, agents, administrators,  employees and attorneys from their respective
obligations to keep, observe and perform the various covenants,  indemnities and
agreements  contained  in the  Subject  Agreements,  and,  except  as  otherwise
provided  in this  Agreement,  further  release  and  discharge  each other with
respect to claims,  actions,  causes of action, suits,  proceedings,  debts due,
contracts,  demands,  liabilities,   judgements,  settlements,  rights,  losses,
damages, costs and expenses of any nature whatsoever, as law or in equity, which
either party may now have or may hereafter have, for or by reason of any matter,
cause or thing  whatsoever,  arising out of or in any way in connection with the
Subject  Agreements.  The  foregoing  release  shall  survive the  execution and
delivery of this Agreement.

        6.  Indemnification  by ATOM.  ATOM shall and does hereby  indemnify and
hold harmless NYBE, its affiliates, predecessors, successors and franchisees, as
well as NYBE's stockholders, principals, directors, owners, officers, agents and
employees, from and against any and all costs, expenses, rents, charges, claims,
losses,  demands,  damages,  suites or causes  of action of  whatsoever  kind or
nature which any party may now have or may hereafter  accrue against NYBE or any
such person or entity  from,  arising  out of, or as a result of the  Commercial
Lease Agreement dated April 7, 1997 by and between Andeel and Andeel Properties,
as landlord, and NYBE, as tenant, and as assigned to AB of Wichita-I,  L.L.C. by
Assignment  of Lease and  Assumption  Agreement  dated  December 30, 1998.  Such
indemnification  shall be only for such matters  occurring on or after  December
30, 1998.

        7. Covenant of  Confidentiality.  The parties  covenant and agrees in to
keep  confidential  the other  party's  Evaluation  Materials  (as  defined) and
further  covenant and agree not to disclose or  otherwise  convey any portion of
the  other  party's  Evaluation  Materials  either  within  or  outside  of  its
organization  except  to  those of the  receiving  party's  Representatives  (as
defined),  including  Representatives of its affiliates,  who had a need to know
such information in connection with the evaluation of a possible transaction and
who agree to be bound by the terms hereof (it being  understood  and agreed that
the receiving party shall inform its  Representatives of the confidential nature
of such information and that each such  Representative  shall be supplied with a
copy hereof and shall be directed to treat such information  confidentially  and
return all Evaluation  Materials to the disclosing party upon the request of the
disclosing  party).  The receiving  party further  covenants and agrees that the
terms and  conditions  of the  Agreement  shall apply to all persons who receive
from it or have received from it, directly or indirectly, the disclosing party's
Evaluation Materials,  and that it shall be held legally responsible for any and
every breach of this Agreement or  unauthorized  disclosure or use of Evaluation
Materials by any of such persons.  The term  "person" as used in this  Agreement
shall  include,  without  limitation,  any  corporation,  company,  partnership,
limited liability company,  trust, limited liability  partnership,  professional
limited liability  partnership,  professional  limited liability company,  joint
venture, other entity or individual.

        8. Evaluation  Materials.  The term "Evaluation  Materials" includes all
information  in  whatever  form  or  format  and  however  it may  be  embodied,
concerning the disclosing party that are or have been furnished, made available,
or otherwise  disclosed to the receiving party by or on behalf of the disclosing
party,  orally or in writing,  and whether or not such  Evaluation  Materials in
whole or in part are protectable trade secrets  independent from this Agreement;
and includes all notes,  analyses,  compilations,  studies or other documents or
materials,  whether  prepared by NYBE, ATOM or others,  which contain or reflect
all or any portion of such  materials.  Notwithstanding  any other  provision of
this Agreement, Evaluation Materials does not include information that (i) is or
in the future becomes generally  available to the public, or entered,  or in the
future enters the public  domain,  other than as a result of a disclosure by the
receiving party or its employees:  directors:  affiliates:  legal, financial and
technical    advisors;    agents   or   representatives    (collectively,    its
"Representatives")  in  violation  of the  provisions  of this  Agreement;  (ii)
becomes  available to the  receiving  party on a  nonconfidential  basis from an
independent source without breach of any confidentiality  obligations;  or (iii)
is developed by the  receiving  party  without  breach of this  Agreement or any
other confidentiality obligations to the disclosing party.

        9. Manual  Covenants  Not to Compete.  NYBE and ATOM agree and  covenant
with each other not to enter into,  engage in, or otherwise  participate  in any
way in any business which is engaged in the same or similar primary  business of
the  other  for  a  term  of  two  years  after  the  date  of  this  Agreement.
Specifically,  NYBE agrees not to enter into, engage in or otherwise participate
in the business of operating a restaurant offering Mexican food items, including
burritos or any other similar item presently on the ATOM menu. Also, ATOM agrees
not to enter  into,  engage  in or  otherwise  participate  in the  business  of
operating a restaurant offering Bagels,  including deli-style  sandwiches or any
other similar item presently on the NYBE menu.  This provision will not apply to
the Tulsa  Restaurant,  so long as NYBE  shall  continue  to supply  bagels  and
related  products to said  restaurant,  but shall apply to any other  restaurant
owned or operated or franchised  or licensed by either party to this  Agreement.
Any other exceptions to this section must be agreed to in writing by both of the
parties hereto.

        10. Limited Use. The receiving party covenants and agrees to not use the
Evaluation Materials directly or indirectly for any purpose.





        11. Equitable  Remedies.  It is further understood and agreed that money
damages  would not be a  sufficient  remedy for any breach of this  Agreement by
either party,  and that either party shall be entitled to specific  performances
and injunctive or other equitable  relief as a remedy for any such breach by the
other party,  without the necessity of posting bond.  Such remedies shall not be
deemed to be the exclusive  remedy for a breach of this Agreement,  but shall be
in addition to all other remedies that may be available at law or in equity.

        12. Press Releases:  Announcements: Form 8-Ks. Except as may be required
by applicable  securities  laws or stock exchange  requirements,  no party shall
issue any press release or public announcement relating to the subject matter of
this  Agreement  without the prior  written  approval of the other party,  which
written  approval  will not be  unreasonably  withheld by such party,  provided,
however, that any party may make any public disclosure it believes in good faith
is required by law or regulation (in which case the disclosing party will advise
the other party prior to making such disclosure). The parties agree to release a
joint press release in the form of Exhibit H attached  hereto after the close of
the Nasdaq National Market on the date of this Agreement. The parties agree that
they may be  required  to file  respective  form  8-Ks  with the  United  States
Securities  and Exchange  Commission,  which  filings the parties agree will not
conflict  with the above press  release.  The parties agree that if either party
breaches  the terms of this  Section,  then the  breaching  party  shall pay the
non-breaching party Twenty-Five Thousand Dollars ($25,000).

        13. Governing Laws Venues: Fees. This Agreement shall be governed by and
construed in accordance  with the laws of the State of Kansas.  Any legal action
brought to enforce or  construe  this  Agreement  shall be brought in the courts
located  in  Sedgwick  County,  Kansas,  and the  parties  hereby  agree  to the
jurisdiction  of such courts and agree that they will not invoke the doctrine of
forum  non  conveniens  or  other  similar  defenses.  In  the  event  that  any
litigation occurs under this Agreement,  the non-prevailing  party shall pay the
reasonable attorneys' fees and costs incurred by the prevailing party because of
such litigation.

        14.   Entire   Agreement.   This   Agreement   constitutes   the  entire
understanding   of  the   parties  and  there  are  no  other  oral  or  written
understandings between them relating to the subject matter of this Agreement.

        15. Amendment and  Modifications.  This Agreement may only be amended or
modified in writing signed by the parties.

        16.  Counterparts  and  Facsimile  Signatures.  This  Agreement  may  be
executed simultaneously in two (2) or more counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument. Facsimile signatures of the parties hereto shall be binding.





        17.  Headings.   The  headings  contained  in  this  Agreement  are  for
convenience  and  reference  purposes  only and shall not affect the  meaning or
interpretation of this Agreement.

        18.  Successors and Assigns.  This  Agreement  shall be binding upon and
more to the  benefit  of the  parties  hereto and their  respective  successors,
permitted assigns, heirs and personal representatives.
Neither party may assign this Agreement.

        19.  Terms  and  Words.  All terms  and  words  used in this  Agreement,
regardless  of numbers  and  genders in which they are used,  shall be deemed to
include  singular  or plural  and all  genders  as the  context or sense of this
Agreement or any section or clause herein may require.

        20.  Survival.  The  obligations,   covenants,  agreements,  warranties,
representations  and  indemnifications  included  or provided  for herein  shall
survive the entering into of this Agreement.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on
the day and year first above written.


                                    NEW YORK BAGEL ENTERPRISES, INC.


                                    By:    /s/Robert J. Geresi
                                           --------------------
                                    Name:  Robert J. Geresi
                                           --------------------
                                    Title: President
                                           --------------------
                                                 "NYBE"



                                    ATOMIC BURRITO, INC. formerly known as
                                    WESTERN COUNTRY CLUBS, INC.


                                    By:    /s/James E. Blacketer
                                           ---------------------
                                    Name:  James E. Blacketer
                                           ---------------------
                                    Title: President
                                           ---------------------
                                                 "ATOM"






                                    Exhibit E

              Form of Assignment Separate From Interest Certificate


                  ASSIGNMENT SEPARATE FROM INTEREST CERTIFICATE
                  ---------------------------------------------

        In  consideration  of One Dollar  ($1.00)  and other  good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged. New
York Bagel  Enterprises,  Inc., a Kansas corporation  ("Assignor"),  does hereby
assign, transfer, and set over to Atomic Burrito, Inc., and Oklahoma corporation
("Assignee"),  all of Assignor's  interest in 40 limited liability company units
of  AB  of  Wichita-I,  L.L.C.,  an  Oklahoma  limited  liability  company  (the
"Company").  Assignee does hereby accept such  assignment of the interests in 40
limited liability company units of the Company from Assignor and consents to the
transfer of the  interest in such units of the Company  that  results  from this
Assignment.

        Dated and effective as of this 28 day of September, 1999.


                                    NEW YORK BAGEL ENTERPRISES, INC.


                                    By:    /s/Robert J. Geresi
                                           --------------------
                                    Name:  Robert J. Geresi
                                           --------------------
                                    Title: President
                                           --------------------
                                                "Assignor"

                                    ATOMIC BURRITO, INC.


                                    By:    /s/James E. Blacketer
                                           ---------------------
                                    Name:  James E. Blacketer
                                           ---------------------
                                    Title: President
                                           ---------------------
                                                "Assignee"






                                    Exhibit F

              Form of Assignment Separate From Interest Certificate

                  ASSIGNMENT SEPARATE FROM INTEREST CERTIFICATE
                  ---------------------------------------------

        In  consideration  of One Dollar  ($1.00)  and other  good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, New
York Bagel  Enterprises,  Inc., a Kansas corporation  ("Assignor"),  does hereby
assign,  transfer, and set over to Atomic Burrito, Inc., an Oklahoma corporation
("Assignee"),  all of Assignor's  interest in 38 limited liability company units
of AB of Tulsa-I, L.L.C., an Oklahoma limited liability company (the "Company").
Assignee  does hereby  accept such  assignment  of the  interests  in 38 limited
liability  company  units of the  Company  from  Assignor  and  consents  to the
transfer of the  interest in such units of the Company  that  results  from this
Assignment.

        Dated and effective as of this 28 day of September, 1999.

                                    NEW YORK BAGEL ENTERPRISES, INC.


                                    By:    /s/Robert J. Geresi
                                           --------------------
                                    Name:  Robert J. Geresi
                                           --------------------
                                    Title: President
                                           --------------------
                                                "Assignor"

                                    ATOMIC BURRITO, INC.


                                    By:    /s/James E. Blacketer
                                           ---------------------
                                    Name:  James E. Blacketer
                                           ---------------------
                                    Title: President
                                           ---------------------
                                                "Assignee"