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Rule 424(b)(3) and (c)
Reg. No. 333-28941
Supplement No. 1 dated July 22, 1997 to Prospectus
dated June 18, 1997
Effective July 14, 1997, Finest Bagels, L.L.C. merged with and into Great
Lakes Bagels, L.L.C., Mayfair Bagels, L.P. merged with and into Gulfstream
Bagels, L.P. and Noah's Bay Area Bagels, L.L.C. merged with and into Noah's
Pacific, L.L.C. These area developers of the Company merged in order to reduce
overhead and to make their operations more efficient. The Company consented to
each of the mergers in its capacity as franchisor.
