FORGIVABLE PROMISSORY NOTE

$20,000.00                                                 Canton, Massachusetts
                                                                January 27, 1998



     FOR VALUE RECEIVED, the undersigned,  Thomas Konecki ("Payor"), promises to
pay to the order of J. Baker, Inc., a Massachusetts corporation, at 555 Turnpike
Street,  Canton,  Massachusetts  02021  ("Lender"),  the principal sum of TWENTY
THOUSAND DOLLARS ($20,000.00), or so much thereof as may be outstanding all upon
the terms and provisions herein ("Principal Amount").

     If  Payor  remains  employed  by  Lender,  or by any  company  directly  or
indirectly  controlled by Lender through the following  dates,  the  outstanding
Principal  Amount of this Note  shall  automatically  be  reduced  to the amount
indicated:
<TABLE>
         <S>                                                           <C>
         Date                                                          Outstanding Principal Amount

         Prior to 1st year anniversary from January 27, 1998           Full Amount of Loan
         1st year anniversary from January 27, 1998                             $15,000.00
         2nd year anniversary from January 27, 1998                             $10,000.00
         3rd year anniversary from January 27, 1998                             $5,000.00
</TABLE>

     If Payor remains  employed by Lender  through  January 27, 2002,  this Note
shall automatically be canceled and no amount shall be due hereunder.

     If at any time prior to January 27,  2002,  Payor is no longer  employed by
Lender for any reason whatsoever  (including,  without limitation,  resignation,
termination,  layoff, death, disability or wrongful discharge),  the Outstanding
Principal  Amount of this Note shall be immediately  due and payable on the last
day of  Payor's  employment.  Notwithstanding  the  foregoing,  in the  specific
instance  where  Lender  eliminates  Payor's  position  with Lender and does not
reassign Payor into another position with Lender, this Note will be forgiven and
does not have to be repaid.  All payments due Lender pursuant to this Note shall
be made by  certified  check to  Lender.  At such  time as  Payor  is no  longer
employed by Lender,  interest on the Outstanding  Principal  Amount shall accrue
and be payable on the last day of each month,  in arrears,  at an interest  rate
per annum of nine  percent  (9%).  Interest  will be  computed on the basis of a
360-day year, compounded monthly.

     Nothing  contained  herein  shall be  construed  as creating an  employment
contract and Payor's  employment  with Lender and Lender's  employment  of Payor
shall be at-will and  terminable at any time by either Lender or Payor,  with or
without cause.

     For as long as Payor remains  employed by Lender,  this Note shall not bear
any interest.  However,  IRS regulations  require,  with respect to non-interest
bearing  loans (or below  market  loans) in  excess  of  $10,000.00  between  an
employer  and an  employee,  that the  amount  of  foregone  interest  (that is,
interest  which has not been  charged  by the  lender)  be  treated  as  taxable
compensation income to the Payor.


     Payor shall be responsible for any federal,  state or local taxes which may
be payable as a result of the  forgiveness of the loan whereas this  forgiveness
shall be considered  taxable income.  Payor should seek the advice of his or her
own tax advisor as to the tax consequences of this loan.

     Lender  is hereby  authorized  at any tine and from time to time to set off
and apply any and all indebtedness  owing by Lender to Payor  (including  unpaid
wages and earned but unpaid  vacation  pay) and other  assets or  properties  of
Payor at any time held in the  possession,  custody or control of Lender against
any and all of the  Outstanding  Principal  Amount and  interest  due under this
Note. Without limiting the foregoing, Payor hereby grants to Lender a continuing
security interest in and to all such indebtedness,  assets and properties in the
possession of Lender.

     Payor hereby waives presentment,  demand for payment, protest and notice of
protest,  and any or all  other  notices  or  demands  in  connection  with  the
delivery,  acceptance and performance of this Note. No waiver of or modification
to this Note or any part hereof shall be effective  unless contained in writing,
signed by the party against whom enforcement is sought.  No delay or omission of
Lender in exercising any right or remedy  hereunder shall constitute a waiver of
any such right or remedy. A waiver on one occasion shall not operate as a bar to
or waiver of any such right or remedy on any future occasion.

     This Note  shall  inure to the  benefit of Lender  and its  successors  and
assigns. This Note shall be binding upon Payor and its successors.

     This  Note  shall be  deemed to be under  seal and  shall be  governed  and
construed  according to the laws of the  Commonwealth of  Massachusetts  without
reference to the principles of conflict of law thereof.

                                          /s/ Thomas J. Konecki
                                         Thomas J. Konecki
                                         P.O. Box 1136
                                         Scarborough, ME  04070

/s/ Alan I. Weinstein
Alan I. Weinstein
Authorized Signature