CERTIFICATE OF CORRECTION OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES D PREFERRED STOCK
OF NEW WORLD COFFEE-MANHATTAN BAGEL, INC.
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New World Coffee-Manhattan Bagel, Inc. (hereinafter called the
"Corporation"), a corporation organized and existing and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:
1. The name of the Corporation is New World Coffee-Manhattan Bagel, Inc.
2. The Certificate of Designations, Preferences and Rights of Series D
Preferred Stock of the Corporation, which was filed with the Secretary
of State of Delaware on August 11, 2000 (the "Certificate of
Designations"), is hereby corrected.
3. The inaccuracy to be corrected in said instrument is as follows:
Sections 3(a)(iv) and 3(a)(v) should have referenced "any subsidiary
or subsidiaries" of the Corporation.
4. Section 3(a)(iv) is hereby deleted in its entirety and is replaced
with corrected Section 3(a)(iv) to read as follows:
"(iv) authorize a sale of any substantial portion of the assets of the
Corporation or any subsidiary or subsidiaries (other than sales of
stores owned by the Corporation or its subsidiaries), or a
recapitalization or reorganization of the Corporation or any
subsidiary or subsidiaries of the Corporation (other than stock
splits, combinations and/or dividends;"
5. Section 3(a)(v) is hereby deleted in its entirety and is replaced with
a corrected Section 3(a)(v) to read as follows:
"(v) take any action that results in the Corporation or any subsidiary
or subsidiaries of the Corporation incurring or assuming more than
$1,000,000 of funded indebtedness (other than borrowings under the
Corporation's existing line of credit, either on an individual or
accumulative basis except (A) that the Corporation may obtain
substitute financings for its existing line of credit on similar terms
from a substitute lender up to the outstanding loan balance on the
existing line of credit on the date of such substitution, and (B) as
contemplated by the Corporation and described in the Purchase
Agreement dated as of August 11, 2000.)"
Executed on this 31st day of August, 2000.
/s/ Jerold E. Novack
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Jerold E. Novack, Secretary
