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                                                                     EXHIBIT 4.6
                     FIRST AMENDMENT TO 4% CONVERTIBLE AND
                  SUBORDINATED DEBENTURE DUE DECEMBER 14, 1999

         THIS FIRST AMENDMENT TO 4% CONVERTIBLE AND SUBORDINATED DEBENTURE DUE
DECEMBER 14, 1999 (this "Amendment") is made and entered into as of this 25th
day of January, 1999,

         BY AND BETWEEN             NEW YORK BAGEL ENTERPRISES, INC.,
                                    a Kansas Corporation,
                                    hereinafter referred to as

                                          "CORPORATION"

         AND                        DR. LORI ADELSON,
                                    an individual,
                                    hereinafter referred to as

                                          "HOLDER"
         WITNESSETH:

         WHEREAS, Corporation and Holder entered into that certain 4% 
Convertible and Subordinated Debenture Due December 14, 1999, dated December 
14, 1995 (the "Debenture");

         WHEREAS, Corporation has previously paid Holder two (2) principal 
payments of Twenty-eight Thousand Seven Hundred Fifty Dollars ($28,750) with 
interest thereon at the rate of four percent (4%) per annum;

         WHEREAS, Pursuant to the terms of the Debenture, Corporation owes 
Holder the two (2) principal payments due on December 14, 1998, and December 
14, 1999, respectively, in the principal amount of Twenty-eight Thousand 
Seven Hundred Fifty Dollars ($28,750) each plus related interest; and

         WHEREAS, Corporation and Holder desire to amend the Debenture by 
restructuring all remaining indebtedness.

         NOW, THEREFORE, in consideration of the mutual covenants and 
agreements contained herein and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the parties agree 
as follows:

         1. INCORPORATION OF RECITALS. The parties agree that the Debenture 
is hereby modified, altered and amended to incorporate the whereas clause 
recitals set forth above.

         2. AMENDMENT TO SECTION 1. Section 1 of the Debenture is hereby 
amended by deleting the same in its entirety and inserting in lieu thereof 
the following:


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          SECTION 1. TERMS. The parties acknowledge and agree that New York
          Bagel Enterprises, Inc., a Kansas corporation ("Corporation") has paid
          Dr. Lori Adelson, successor to the Estate of Stephen Z. Plotkin, a
          Tennessee probate estate ("Payee"; Payee and any permitted subsequent
          holder(s) hereof are hereinafter referred to collectively as "Holder")
          two installments of Twenty-eight Thousand Seven Hundred Fifty Dollars
          ($28,750) on December 14, 1996, and December 14, 1997, with related
          interest at four percent (4%) per annum. Subject to Section 6 herein,
          Corporation shall pay Holder the remaining principal balance of
          Fifty-seven Thousand Five Hundred and No/100 Dollars ($57,500.00) as
          follows: (i) a monthly payment of One Thousand Dollars ($1,000) for
          forty-eight (48) months beginning on February 1, 1999 and payable on
          the first day of each month through and including January 1, 2003 (the
          "Maturity Date"); and (ii) Twenty-one Thousand Two Hundred Fifty-five
          and 32/100 Dollars ($21,255.32) on January 1, 2003, which amount
          includes remaining principal and interest at six percent (6%) per
          annum and interest at four percent (4%) for one year. If any of the
          principal or interest is not so paid, and at the option of Holder, or
          its assigns, all principal and interest shall become immediately due
          and payable.

         3. AMENDMENT TO SECTION 16. Section 16 of the Debenture is hereby 
amended by deleting the same in its entirety and inserting in lieu thereof 
the following:

            SECTION 16. NOTICES. All notices and other communications 
  required or permitted under this Debenture shall be validly given, 
  made, or served if in writing and delivered personally or sent by 
  registered mail at the following address:

         If to Corporation:       Robert J. Geresi, Chief Executive Officer
                                  New York Bagel Enterprises, Inc.
                                  115 E. 8th Street
                                  Stillwater, Oklahoma 74074

              with a copy to:     Gregory B. Klenda, Esq.
                                  Klenda, Mitchell, Austerman & Zuercher, L.L.C.
                                  1600 Epic Center
                                  301 North Main Street
                                  Wichita, Kansas 67202-4888

         If to Holder:            Dr. Lori Adelson
                                  6 Warwick Lane
                                  Nashville, Tennessee 37205

              with a copy to:     Alan L. Saturn
                                  Saturn and Mazer
                                  212 Third Avenue, North
                                  Nashville, Tennessee 37201


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         4. OTHER TERMS. All other terms and conditions in the Debenture 
shall remain unchanged and nothing herein shall affect the rights and 
obligations of the parties hereto under the Debenture except as modified 
herein.

         5. AMENDMENT AND MODIFICATIONS. This Amendment may only be amended 
or modified in writing signed by the parties.

         6. ENTIRE AGREEMENT. This Amendment contains the entire agreement 
between the parties and supersedes all prior agreements, arrangements and 
understandings relating to the subject matter hereof.

         7. COUNTERPARTS AND FACSIMILE SIGNATURES. This Amendment may be 
executed simultaneously in two (2) or more counterparts, each of which shall 
be deemed an original, but all of which together shall constitute one and the 
same instrument. Facsimile signatures of the parties hereto shall be binding.

         8. HEADINGS. The headings contained in this Amendment are for 
convenience and reference purposes only and shall not affect the meaning or 
interpretation of this Amendment.

         9. GOVERNING LAW. This Amendment shall be governed by and construed 
in accordance with the laws of the State of Oklahoma.

         10. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and 
inure to the benefit of the parties hereto and their respective successors, 
permitted assigns, heirs and personal representatives.

         11. TERMS AND WORDS. All terms and words used in this Amendment, 
regardless of numbers and genders in which they are used, shall be deemed to 
include singular or plural and all genders as the context or sense of this 
Amendment or any paragraph or clause herein may require.

         IN WITNESS WHEREOF, the parties have executed this Amendment the day 
and year first above written.

                                    NEW YORK BAGEL ENTERPRISES, INC.

                                    By: /s/ Robert J. Geresi
                                       -----------------------------------------
                                       Robert J. Geresi, Chief Executive Officer

                                                    "CORPORATION"

                                        /s/ Lori Adelson 
                                       -----------------------------------------
                                       DR. LORI ADELSON
                                       as successor in interest to 
                                       The Estate of Stephen Z. Plotkin 
                                                       "HOLDER"


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