Note - TME Management Corp. and Mark A. Belnick

                                      NOTE$120,000                                                            New York, NY                                                                January 19, 1999     FOR VALUE RECEIVED, the undersigned, MARK A. BELNICK ("Borrower"), herebypromises to pay to the order of TME MANAGEMENT CORP., a Delaware corporation("Lender"), in lawful money of the United States of America, at its offices at15 Hampshire Street, Mansfield, MA 02048 on January 19, 2014, the principal sumof One Hundred Twenty Thousand Dollars ($120,000). This Note will bear nointerest to the date of maturity but thereafter will bear interest at the rateof one (1) percent per annum over the prime rate as announced by Morgan GuarantyTrust Company in effect on the maturity date and from time to time thereafter,or at the legal rate, whichever is greater, as allowed by and determined inaccordance with applicable law, until fully paid.     This Note is made pursuant to and shall be repaid in accordance with theprovisions of that certain Loan Agreement, dated September 4, 1998, by andbetween Lender and Borrower.     In the event that Borrower shall fail to make full and timely payment ofthe principal payment hereunder when due, then the entire unpaid principalamount of this Note shall automatically become immediately due and payablewithout demand or notice and Borrower shall pay such further amount as shall besufficient to cover all costs and expenses (including reasonable attorneys'fees) directly or indirectly incurred by Lender in connection with thecollection of this Note.     Borrower hereby waives notice of default, notice of acceleration, notice ofprepayment, presentment, protest or notice of dishonor.                                                /s/ Mark A. Belnick                                                -------------------                                                MARK A. BELNICK

                                      NOTE$200,000                                                            New York, NY                                                                  March 16, 1999     FOR VALUE RECEIVED, the undersigned, MARK A. BELNICK ("Borrower"), herebypromises to pay to the order of TME MANAGEMENT CORP., a Delaware corporation("Lender"), in lawful money of the United States of America, at its offices at15 Hampshire Street, Mansfield, MA 02048 on March 16, 2014, the principal sum ofTwo Hundred Thousand Dollars ($200,000). This Note will bear no interest to thedate of maturity but thereafter will bear interest at the rate of one (1)percent per annum over the prime rate as announced by Morgan Guaranty TrustCompany in effect on the maturity date and from time to time thereafter, or atthe legal rate, whichever is greater, as allowed by and determined in accordancewith applicable law, until fully paid.     This Note is made pursuant to and shall be repaid in accordance with theprovisions of that certain Loan Agreement, dated September 4, 1998, by andbetween Lender and Borrower.     In the event that Borrower shall fail to make full and timely payment ofthe principal payment hereunder when due, then the entire unpaid principalamount of this Note shall automatically become immediately due and payablewithout demand or notice and Borrower shall pay such further amount as shall besufficient to cover all costs and expenses (including reasonable attorneys'fees) directly or indirectly incurred by Lender in connection with thecollection of this Note.     Borrower hereby waives notice of default, notice of acceleration, notice ofprepayment, presentment, protest or notice of dishonor.                                                /s/ Mark A. Belnick                                                -------------------                                                MARK A. BELNICK