NEW WORLD COFFEE-MANHATTAN BAGEL, INC.
                             246 Industrial Way West
                           Eatontown, New Jersey 07724

                REVISED NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

         To the Stockholders of New World Coffee-Manhattan Bagel, Inc.:

     A special meeting of the stockholders of New World Coffee-Manhattan  Bagel,
Inc,  a Delaware  corporation,  previously  planned  for  October 5, 2001,  will
instead be held on October 22, 2001  commencing  at 10:30 a.m. at the  Company's
offices  located at 246 Industrial Way West,  Eatontown,  New Jersey 07724.  The
meeting is called for the following purposes:

     1. To consider and vote upon a proposed amendment to the Company's Restated
Certificate  of  Incorporation  to  effect  a one  for  ten  combination  of our
outstanding Common Stock.

     2. To transact such other  business as may properly come before the Special
Meeting of Stockholders or any adjournments thereof.

     In connection with the foregoing proposals,  stockholders are encouraged to
review proxy materials  previously  delivered by the Company regarding the above
matters. To the extent such proxy materials refer to the date "October 5, 2001,"
such date should be read as "October 22, 2001."


                           By order of the Board of Directors.


                           Jerold E. Novack, Secretary

Dated:  September 25, 2001