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                                                                   EXHIBIT 10.11
NATIONSBANK, N.A.                               Promissory Note No. ____________
P.O. Box 4
Wichita, Kansas 67201-0004

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 Borrower: New York Bagel Enterprises, Inc.
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 Address: 250 North Water, Suite 300           Maturity Date:                
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 City: Wichita                   State: Kansas              Zip: 67202-1213  
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                               Promissory Note
$_____________________________                         _________________, 19____

FOR VALUE RECEIVED, the undersigned ("Borrower") unconditionally (and jointly 
and severally, if more than one) promise(s) to pay to the order of 
NationsBank, N.A. ("Bank"), at its principal offices in _____________________ 
the principal sum of __________________ DOLLARS ($______________________), or 
such lesser principal sum as may have been advanced hereunder, in lawful 
money of the United States of America, together with interest from the date 
hereof on the unpaid principal balance hereunder, computed daily, at the RATE 
per annum indicated below and in accordance with the particular PAYMENT 
SCHEDULE indicated below.
The RATE shall be:
/ / ______________________ Prime Rate ________%;  / / A fixed rate of ________%
/ / (Other)____________________________________________________________________
After default the RATE shall be ________% per annum.
A RATE based on the Prime Rate of the Bank will change / / if this box is
checked, each time and as of the date that the Prime Rate of the Bank changes,
without prior notice to Borrower or / / if this box is checked, as
follows:________________________________________________________________________
____________________________________________________________________________ The
_______________ Prime Rate of the Bank means the fluctuating rate of interest 
established by the Bank from time to time and quoted or described by the Bank as
such rate of interest, whether or not such rate shall be otherwise published.  
Interest shall be calculated on the basis of a 360-day year for the actual 
number of days elapsed.  The PAYMENT SCHEDULE shall be as follows:
  Single Payment-Principal and Interest
  / /  Principal and interest shall be paid in a single payment / / on DEMAND
       but in no event later than on __________, 19___, or / / on __________,
       19___.
  Single Payment of Principal-Interest Payment Periodically
  / /  Principal shall be paid in a single payment / / ON DEMAND but in no
       event later than on __________, 19___, or / / on __________, 19___;
       interest shall be paid / / monthly or / / quarterly or / / semi-annually 
       commencing on __________, 19___, and continuing on the same day of each 
       successive ____________ thereafter with a final payment of all Interest 
       at the time of payment of the principal.
  Installment-Principal plus Interest
  / /  Principal shall be paid in __________________________________
       (__________) equal / / monthly or / / quarterly or / / semi-annual
       installments of ($______________________________________________________)
       ________________________________________________________________ Dollars 
       each, commencing on _____________, 19___, and continuing on the same day 
       of each successive _____________ thereafter with a final payment of all 
       principal due on __________, 19___; interest shall be paid on each 
       principal payment date.
  Installment-Principal and Interest
  / /  Principal and interest shall be paid in
       ____________________________________ (__________) equal / / monthly 
       or / / quarterly or / / semi-annual installments of
       ($__________________________________________________)
       ________________________________________________________________ Dollars 
       each, commencing on _____________, 19___, and continuing on the same day 
       of each successive ___________ thereafter with a final payment of all 
       principal due on _____________, 19___.
  / /  (Other) __________________________________________________________ If any
       payment is not paid within ________ days after the date when due, 
       Borrower shall pay to Bank a late charge, for the purpose of defraying 
       Bank's expenses in handling such late payment, in an amount equal to / / 
       the lesser of $50.00 or 1/2 of 1% of the principal amount outstanding 
       hereunder or / / ________ of scheduled payment.
Collateral: Borrower hereby grants to the Bank a security interest in all
deposit accounts of Borrower now or hereafter at the Bank.
/X/   In addition, if this box is checked, this Note is secured by and is
     entitled to the benefits from the following collateral documents and any
     other collateral documents now or hereafter held by the Bank:
/X/  Security Agreement(s) dated any date, including, without limitation; 
     SEPTEMBER 5, 1997                              
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/ /  Pledge Agreement(s) dated any date, including, without limitation;

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/X/  Real Estate Mortgage(s) dated any date, including, without limitation; 
     SEPTEMBER 11, 1997                           
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/ /  Deposit Account Assignment(s) dated any date, including, without
     limitation;                                         

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/ /  Oil and Gas Mortgage and Security Agreement(s) dated any date, including,
     without limitation;                        

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/X/  Other (describe); ASSIGNMENT OF PERMITS, LICENSES AND AGREEMENTS DATED
     SEPTEMBER 5, 1997; AND LOAN AGREEMENT DATED SEPTEMBER 5, 1997.
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               THE ADDITIONAL TERMS AND CONDITIONS SET FORTH ON 
            THE REVERSE SIDE OF THIS NOTE ARE A PART OF THIS NOTE.
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                                                     Borrower's Initials:______

ADDITIONAL TERMS AND CONDITIONS
1.   Borrower and any co-maker and endorser hereof and any other party hereto
     and any guarantor hereof (collectively "Obligors") and each of them: (i)
     waive(s) presentment, demand, notice of demand, protest, notice of protest
     and notice of nonpayment and any other notice required to be given under
     the law to any of Obligors, in connection with the delivery, acceptance,
     performance, default or enforcement of this Note, or any endorsement or
     guaranty of this Note or of any document or instrument evidencing any
     security for payment of this Note; and (ii) consent(s) to any and all
     delays, extensions, renewals or other modifications of this Note or waivers
     of any term hereof or release or discharge by Bank of any of Obligors or
     release, substitution or exchange of any security for the payment hereof or
     the failure to act on the part of Bank or any indulgence shown by Bank,
     from time to time and in one or more instances (without notice to or
     further assent from any of Obligors) and agree(s) that no such action,
     failure to act, or failure to exercise any right or remedy on the part of
     the Bank shall in any way affect or impair the obligations of any Obligor
     or be construed as a waiver by  Bank of, or otherwise affect, any of Bank's
     rights under this Note, under any endorsement or guaranty of this Note, or
     under any document or instrument evidencing any security for payment of
     this Note.
2.   Upon the occurrence of any of the following events of default, this Note
     and any other obligation or liability of Borrower to the Bank shall, at the
     option of the Bank, become immediately due and payable: (1) default in the
     performance of any liability or obligation of Borrower or of any co-maker,
     endorser, guarantor or surety of any liability of Borrower to the Bank,
     including default in the payment of any part of the principal of or
     interest upon this Note as the same becomes due; (2) failure of Borrower
     promptly to furnish additional security when requested by the Bank to do
     so; (3) Depreciation in value of the collateral or any additions thereto or
     substitutions therefor, or any part thereof, to the extent that this Note
     is not regarded by the Bank as properly secured; (4) determination by an
     officer of the Bank that the collateral has become unsatisfactory to the
     Bank; (5) determination by an officer of the Bank that a material adverse
     change has occurred in the financial condition of Borrower or of any 
     co-maker, endorser, guarantor or surety thereof; (6) any other event which
     causes the Bank, in good faith, to deem itself insecure; (7) the events of
     default as set forth in the Loan Agreement dated September 5, 1997 by and
     among  Borrower and Bank.
3.   If any one or more provisions of this Note shall for any reason be held to
     be invalid, illegal or unenforceable, in whole or in part or in any
     respect, or if any one or more of the provisions of this Note operate or
     would prospectively operate to invalidate this Note, then and in either of
     those events, such provision or provisions only shall be deemed null and
     void and shall not affect any other provision of this Note and the
     remaining provisions shall in no way be affected, prejudiced or disturbed
     hereby.
4.   The Bank shall, to the extent allowable by law, be entitled to recover
     reasonable attorneys' fees incurred in the collection of this Note.
5.   No provision of this Note shall require the payment or permit the
     collecting of interest in excess of the maximum rate permitted by
     applicable law; and, if any sum is collected in access of the applicable
     maximum rate it shall be construed as a mutual mistake of Borrower and Bank
     and such excess sum shall be credited to principal or, if this Note has
     been repaid in full, refunded to Borrower.
6.   This Note is delivered in and shall be construed under the laws of the
     State of Kansas
7.   Other Terms, if any:

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"Borrower"                                 "Borrower"
New York Bagel Enterprises, Inc.           Lots A' Bagels, Inc.


By:                                        By:
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   Robert J. Geresi, Chairman and             Robert J. Geresi, President
    Chief Executive Officer