Exhibit 10.6.1

               SECURED INSTALLMENT PROMISSORY NOTE 
                      (Fixed Interest Rate)

$475,000.00                                                 Loan # 11441-102
October 21, 1997

     FOR VALUE RECEIVED, the undersigned, jointly and severally, if more than
one, ("Maker"), promises to pay to the order of FRANCHISE MORTGAGE ACCEPTANCE
COMPANY LLC, ("Lender") (Lender and all subsequent holders of this Note being
hereinafter referred to as "Holder") at Five Greenwich Office Park, Greenwich,
CT 06831, or at such other place as Holder may designate in writing, the
principal sum of Four Hundred Seventy-five Thousand Dollars ($475,000.00)
("Loan"), together with interest at the rate of thirteen and fifty one-
hundredths percent (13.50%) per annum ("Interest Rate") on the unpaid
principal balance of the Loan from time to time outstanding in sixty (60)
equal and consecutive payments of $10,929.75 (the "Monthly Payment")
commencing on January 1, 1998 ("First Payment Date") and continuing on the
first day of each and every month thereafter. In addition, on the day of
funding of the Note, Maker shall also pay Holder (i) interest at the Interest
Rate on the unpaid principal balance of the Loan from the date hereof to the
first day of the month following the funding date, and (ii) a loan origination
fee equal to one-half of one percent (.05%) of the Loan but not less than
$75.00 nor more than $500.00.

     Interest shall be computed on the basis of a year consisting of three
hundred sixty (360) days and actual days elapsed (including the first day but
excluding the last) occurring in the period for which it is payable. All
payments of principal and interest on this Note and any other amounts due
hereunder shall be made in lawful money of the United States of America and
shall be credited first to costs and expenses, if any, incurred by Holder in
collecting amounts due hereunder, second, to any late payment fee; third, to
interest; and fourth to principal and any other amounts due hereunder or under
the Loan Documents.

     The payment of this Note and all interest, fees and charges herein are
secured by the following ("Loan Documents"): (a) a Security Agreement relating
to certain personal property described more particularly in such Security
Agreement, and (b) such other instruments and documents which recite that they
have been given as security for this Note and the performance of the
obligations described in such documents.

     If any payment of principal and interest is not paid within ten (10) days
of the due date thereof, in addition to any other permitted charges, Maker
shall pay Holder a late payment fee in the amount of ten percent (10%) of the
amount past due. Holder shall have no obligation to accept any payments
hereunder not accompanied by all outstanding late payment fees. This provision
is not intended to create any grace period by Holder with respect to the
punctual payment by Maker. Maker acknowledges that the late payment fee is not
imposed as a charge for the use of money, but to permit Holder to offset its
administrative expenses and other costs in dealing with loans not paid on
time. The late payment fee shall in no way be deemed an interest charge.

     If any payment is not paid on or before its due date, whether or not by
reason of acceleration, or if a default occurs under any of the Loan Documents
which is not cured within the applicable notice and/or grace period, if any,
such failure shall constitute a default hereunder, and the Loan shall bear
interest from the data of, and during the continuance of the default at the
Interest Rate plus three percent (3%) per annum ("Default Rate") and not at
the Interest Rate; provided, however, the Default Rate shall not accrue on any
late payment fee. All interest at the Default Rate shall be paid at the time
of, and as a condition precedent to, the curing of any default should Holder,
in its sole discretion, allow such default to be cured.

     The Loan may not be prepaid in whole or in part without the prior written
consent of Lender which Lender may withhold in Lender's absolute discretion.

     In no event whatsoever, whether by reason of acceleration of the Loan or
otherwise, shall the amount paid or agreed to be paid by Maker to Holder for
the use, forbearance or detention of the money to be advanced hereunder exceed
the highest lawful rate under applicable usury laws.

    The entire unpaid principal balance, together with all accrued and unpaid
interest thereon and all other sums which may be due hereunder, shall become
immediately due and payable at the option of Holder, if any of the following,
each an "Event of Default", shall occur:

          (a) The failure to pay any installment of principal or interest when
due and payable, or the failure, after ten (10) days notice and opportunity to
cure, to pay any other sum when due and payable and required to be paid by
this Note or by any other Loan Document;

          (b) The failure or default, after notice and an opportunity to cure
as provided therein, in the performance or observance of any other covenant,
obligation or agreement under the terms of the Loan Documents;

          (c) Any representation or warranty made in any Loan Document or any
certificate, document, letter or opinion proves to be materially false or
misleading; or

          (d) A final judgment in excess of Ten Thousand Dollars ($10,000) has
been entered for the payment of money against Maker, which is not discharged
within sixty (60) days from the entry thereof, or is not appealed or stayed
pending such appeal.

     If interest, principal or any other sum owing under this Note is not paid
when due, whether at maturity or by acceleration, Maker will pay all costs of
collection including, but not limited to, reasonable attorneys' fees and all
expenses incurred by the Holder in connection with the protection or
realization of the collateral and enforcement of any guaranty, whether or not
suit is filed hereon.

     Maker and all others liable for all or any part of this obligation,
severally waive presentment for payment, demand and protest and notice of
protest, acceleration or dishonor and non-payment of this Note, and expressly
consent to any extension of time or payment hereof or of any installment
hereof, to the release of any party liable for this obligation, to the
release, change or modification of any collateral posted as security for the
payment of this Note, and any such extension, modification or release may be
made without notice to any of said parties and without in any way affecting or
discharging this liability.

     If any of the provisions of this Note are held to be invalid, illegal, or
unenforceable, such invalidity, illegality or unenforceability shall not
affect any other provision, but this Note shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

THIS NOTE IS INTENDED TO BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CONNECTICUT. ANY ACTION BROUGHT TO ENFORCE THIS
NOTE MAY BE BROUGHT IN CONNECTICUT. TO THE EXTENT ALLOWED BY LAW, MAKER HEREBY
CONSENTS To THE JURISDICTION OF ANY COURT LOCATED IN CONNECTICUT HAVING
SUBJECT MATTER JURISDICTION AND WAIVES ANY OBJECTIONS MAKER MAY HAVE TO THE
VENUE OR CONVENIENCE OF SUCH FORUM. MAKER HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR THE
LOAN DOCUMENTS.

     This Note may not be waived, changed, modified or discharged orally,
except by an agreement in writing signed by the party against whom the
enforcement of waiver, change, modification or discharge is sought.

    As used herein, the terms "Maker" and "Holder" shall be deemed to include
their respective heirs, successors, legal representatives and assigns, whether
voluntary by action of the parties or involuntary by operation of law.

                                            Maker: Newriders, Inc.
                                            BY: /S/ WR Nordstrom
                                                ------------------- 
                                            Tide: Exec. VP Finance & Admin.