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                                                                 EXHIBIT 10.22

                             PROMISSORY NOTE

Borrower: New York Bagel Enterprises, Inc.      Lender:  _____________________
          115 East 8th Street                            _____________________
          Stillwater, Oklahoma 74074                     _____________________

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Principal Amount: $50,000.00                      Interest Rate: 12.750%  
Date of Note: January __, 1999

PROMISE TO PAY.  New York Bagel Enterprises, Inc. ("Borrower") promises to pay
to _________________ ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Fifty Thousand & 00/100 Dollars
($50,000.00), together with interest at the rate of 12.750% per annum on the
unpaid principal balance from January __, 1999, until paid in full.

PAYMENT.  Borrower will pay this loan in one principal payment of $50,000.00 
plus interest on December 31, 1999.  This payment due December 31, 1999, will 
be for all principal and accrued interest not yet paid.  In addition, 
Borrower will pay regular quarterly payments of all accrued unpaid interest 
due as of each payment date, beginning March 31, 1999, with all subsequent 
interest payments to be due on the last day of each quarter after that.  The 
annual interest rate for this Note is computed on a 365/360 basis; that is, 
by applying the ratio of the annual interest rate over a year of 360 days, 
multiplied by the outstanding principal balance, multiplied by the actual 
number of days the principal balance is outstanding.  Borrower will pay 
Lender at Lender's address shown above or at such other place as Lender may 
designate in writing.  Unless otherwise agreed or required by applicable law, 
payments will be applied first to any unpaid collection costs and any late 
charges, then to any unpaid interest, and any remaining amount to principal.

PREPAYMENT.  Borrower may pay without penalty all or a portion of the amount 
owed earlier than it is due.  Early payments will not, unless agreed to by 
Lender in writing, relieve Borrower of Borrower's obligation to continue to 
make payments under the payment schedule.  Rather, they will reduce the 
principal balance due.

DEFAULT.  Borrower will be in default if any of the following happens:  (a) 
Borrower fails to make any payment when due.  (b) Borrower breaks any promise 
Borrower has made to Lender, or Borrower fails to comply with or to perform 
when due any other term, obligation, covenant, or condition contained in this 
Note or any agreement related to this Note, or in any other agreement or loan 
Borrower has with Lender.  (c) Borrower defaults under any loan, extension of 
credit, security agreement, purchase or sales agreement, or any other 
agreement, in favor of any other creditor or person that may materially 
affect any of Borrower's property or Borrower's ability to repay this Note or 
perform Borrower's obligations under this Note or any related document.  (d) 
Any representation or statement made or furnished to Lender by Borrower or on 
Borrower's behalf is false or misleading in any material respect either now 
or at the time made or furnished.  (e) Borrower becomes insolvent, a receiver 
is appointed for any part of Borrower's property, Borrower makes an 
assignment for the benefit of creditors, or any proceeding is commenced 
either by Borrower or against Borrower under any bankruptcy or insolvency 
laws.  (f) Any creditor tries to take any of Borrower's property on or in 
which Lender has a lien or security interest.  This includes a garnishment of 
any of Borrower's accounts with Lender.  (g) Any of the events described in 
this default section occurs with respect to any guarantor of this Note.  (h) 
A material adverse change occurs in Borrower's financial condition, or Lender 
believes the prospect of payment or performance of the indebtedness is 
impaired.  (i) Lender in good faith deems itself insecure.

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LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid balance 
on this Note and all accrued unpaid interest immediately due, without notice, 
and then Borrower will pay that amount.  Upon default, including failure to 
pay upon final maturity, Lender, at its option, may also, if permitted under 
applicable law, increase the interest rate on this Note to 25.000% per annum. 
 The interest rate will not exceed the maximum rate permitted by applicable 
law.  Lender may hire or pay someone else who is not a salaried employee of 
Lender to help collect this Note if Borrower does not pay.  Borrower will be 
liable for all reasonable costs incurred in the collection of this Note, 
including, without limitation, court costs, attorneys' fees, and collection 
agency fees, except that such costs of collection shall not include the 
recovery of both attorneys' fees and collection agency fees.  This Note has 
been delivered to Lender and accepted by Lender in the State of Kansas.  If 
there is a lawsuit, Borrower agrees upon Lender's request to submit to the 
jurisdiction of the courts of Sedgwick County, the State of Kansas.  Lender 
and Borrower hereby waive the right to any jury trial in any action, 
proceeding, or counterclaim brought by either Lender or Borrower against the 
other.  Subject to the provisions on arbitration, this Note shall be governed 
by and construed in accordance with the laws of the State of Kansas.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest 
in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender 
all Borrower's right, title and interest in and to, Borrower's accounts with 
Lender (whether checking, savings, or some other account), including, without 
limitation, all accounts held jointly with someone else and all accounts 
Borrower may open in the future, and all trust accounts for which the grant 
of a security interest would be prohibited by law.  Borrower authorizes 
Lender, to the extent permitted by applicable law, to charge or setoff all 
sums owing on this Note against any and all such accounts, and, at Lender's 
option, to administratively freeze all such accounts to allow Lender to 
protect Lender's charge and setoff rights provided in this paragraph.

ARBITRATION:  Lender and Borrower agree that all disputes, claims and 
controversies between them, whether individual, joint, or class in nature, 
arising from this Note or otherwise, including, without limitation, contract 
and tort disputes, shall be arbitrated pursuant to the Rules of the American 
Arbitration Association, upon request of either party.  No act to take or 
dispose of any collateral securing this Note shall constitute a waiver of 
this arbitration agreement or be prohibited by this arbitration agreement.  
This includes, without limitation, obtaining injunctive relief or a temporary 
restraining order; invoking a power of sale under any deed of trust or 
mortgage; obtaining a writ of attachment or imposition of a receiver; or 
exercising any rights relating to personal property, including taking or 
disposing of such property with or without judicial process pursuant to 
Article 9 of the Uniform Commercial Code.  Any disputes, claims, or 
controversies concerning the lawfulness or reasonableness of any act, or 
exercise of any right, concerning any collateral securing this Note, 
including any claim to rescind, reform, or otherwise modify any agreement 
relating to the collateral securing this Note, shall also be arbitrated; 
provided, however, that no arbitrator shall have the right or the power to 
enjoin or restrain any act of any party.  Judgment upon any award rendered by 
any arbitrator may be entered in any court having jurisdiction. Nothing in 
this Note shall preclude any party from seeking equitable relief from a court 
of competent jurisdiction.  The statute of limitations, estoppel, waiver, 
laches, and similar doctrines which would otherwise be applicable in an 
action brought by a party shall be applicable in any arbitration proceeding, 
and the commencement of an arbitration proceeding shall be deemed the 
commencement of an action for these purposes.  The Federal Arbitration Act 
shall apply to the construction, interpretation, and enforcement of this 
arbitration provision.

YEAR 2000 REPRESENTATIONS AND WARRANTIES.  (1) Borrower has (i) begun 
analyzing the operations of Borrower and its subsidiaries that could be 
adversely affected by failure to become Year 2000 compliant (that is, that 
computer applications, embedded microchips and other systems will be able to 


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perform date-sensitive functions prior to and after December 31, 1999) and 
(ii) developed a plan for becoming Year 2000 compliant in a timely manner, 
the implementation of which is on schedule in all material respects.  
Borrower reasonably believes that it will become Year 2000 compliant for its 
operations and those of its subsidiaries on a timely basis except to the 
extent that a failure to do so could not reasonably be expected to have a 
material adverse effect upon the financial condition of Borrower. 
(2) Borrower reasonably believes any suppliers and vendors that are material to
the operations of Borrower or its subsidiaries and affiliates will be Year 
2000 compliant for their own computer applications except to the extent that 
a failure to do so could not reasonably be expected to have a material 
adverse effect upon the financial condition of Borrower.

(3)  Borrower will promptly notify Lender in the event Borrower determines that
any computer application which is material to the operations of  Borrower, its
subsidiaries, or any of its material vendors or suppliers will not be fully Year
2000 compliant on a timely basis, except to the extent that such failure could
not reasonably be expected to have a material effect upon the financial
condition of Borrower.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or 
remedies under this Note without losing them.  Borrower and any other person 
who signs, guarantees or endorses this Note, to the extent allowed by law, 
waive presentment, demand for payment, protest and notice of dishonor.  Upon 
any change in the terms of this Note, and unless otherwise expressly stated 
in writing, no party who signs this Note, whether as maker, guarantor, 
accommodation maker or endorser, shall be released from liability.  All such 
parties agree that Lender may renew or extend (repeatedly and for any length 
of time) this loan, or release any party or guarantor or collateral, or 
impair, fail to realize upon or perfect Lender's security interest in the 
collateral; and take any other action deemed necessary by Lender without the 
consent of or notice to anyone.  All such parties also agree that the Lender 
may modify this loan without the consent of or notice to anyone other than 
the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS 
OF THIS NOTE.  BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES 
RECEIPT OF A COMPLETED COPY OF THE NOTE.


BORROWER:

NEW YORK BAGEL ENTERPRISES, INC.



By_________________________________________________
     Richard Randall Webb, Chief Financial Officer


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