FIRST AMENDMENT TO OPERATING AGREEMENT FOR UVEST, LLC WHEREAS, the parties hereto are one of the original members of UVEST, LLC, a Utah limited liability company (the "Company"), who previously adopted the Operating Agreement for UVEST, LLC (the...

                               FIRST AMENDMENT TO

                             OPERATING AGREEMENT FOR

                                   UVEST, LLC


         WHEREAS,  the parties hereto are one of the original  members of UVEST,
LLC, a Utah limited  liability company (the "Company"),  who previously  adopted
the Operating  Agreement for UVEST, LLC (the  "Agreement")  pursuant to the Utah
Limited  Liability  Company Act, and a Substitute  Member (as defined in Section
1.43 of the Glossary  attached to the  Agreement)  being admitted to the Company
pursuant to this First Amendment to the Agreement;

     NOW,  THEREFORE,  the parties  hereto adopt the following  amendment to the
Agreement  to reflect the  admission  of Xxx.  Xxxxxx'  Pretzel  Concepts,  Inc.
("MFPC")  as a  Substitute  Member  of the  Company  in  place  of the  interest
previously  held by H&M  Concepts  Ltd. Co. and the  appointment  of MFPC as the
Managing Member of the Company.

1.  Effective as of the date hereof,  Sections 2.6 and 2.7 of the  Agreement are
amended and restated to read, in their entirety, as follows:

         2.6      Registered Agent and Office:

                  The registered  agent for the service of process is Xxxxxxx X.
         Xxxx and the registered office is 000 X. Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx,
         Xxxx 00000.  The  Managing  Member may,  from time to time,  change the
         registered agent or office by appropriate filings with the Secretary of
         State.  If the Managing  Member  shall fail to designate a  replacement
         registered  agent or change of address of the  registered  office,  any
         Member may designate a replacement registered agent or file a notice of
         change of address by appropriate filings with the Secretary of State.

         2.7      Principal Office:

                  The principal office of the Company shall be located at 000 X.
         Xxxxxxx Xxxxx,  Xxxx Xxxx Xxxx,  Xxxx 00000.  The Managing  Member may,
         from time to time,  change the  principal  office of the  Company as it
         shall in its sole discretion determine by Notice to the Members.

2. Effective as of the date hereof, Section 1.24 of the Glossary attached to the
Agreement is amended and restated to read, in its entirety, as follows:

         1.24     Managing Member, Manager:

                  Managing Member shall mean Xxx. Xxxxxx' Pretzel Concepts, Inc.

IN  WITNESS  WHEREOF,  the  parties  hereto  have set  their  hands  this day of
_____________________, -------- 1997.

MEMBERS

XXX. XXXXXX' PRETZEL CONCEPTS, INC. NVEST, LIMITED



By By
Its: Managing Member of PVEST, LLC
General Partner of NVEST, Limited