EXHIBIT 10.14

SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT

                                                        As of February 18, 1998

         THIS SECOND  AMENDMENT  is made to the May 30,  1997 Loan and  Security
Agreement, as amended (the "Loan Agreement") between

         BankBoston  Retail Finance Inc.,  (formerly known as "GBFC,  Inc."),  a
Delaware  corporation with its principal  executive  offices at 40 Broad Street,
Boston,  Massachusetts,  as Administrative  Agent for the ratable benefit of the
"Lenders" and as a "Lender;

         Fleet National Bank, a national banking association with offices at One
Federal Street,  Boston,  Massachusetts,  as Co-Agent for the ratable benefit of
the Lenders and as a "Lender;

                  and

          JBI, Inc. a  Massachusetts  corporation  with its principal  executive
     offices at 555  Turnpike  Street,  Canton,  Massachusetts  02012,  as "Lead
     Borrower" and as agent for the "Borrowers", being the following:

                           JBI, Inc.;

          MorseShoe,  Inc. (a Delaware  corporation with its principal executive
     offices at 555 Turnpike Street, Canton, Massachusetts, 02012); and

          JBI Holding Company,  Inc. (a Delaware  corporation with its principal
     executive offices at 900 Market Street, Wilmington, DE, 19801),

          in consideration of the mutual covenants contained herein and benefits
     to be derived herefrom,


                                                       WITNESSETH:
         1.       AGREEMENT TO AMEND

         Provided each of those  "Conditions  to Amendment" set forth in Section
2, below,  is satisfied  timely as provided in that Section,  the Loan Agreement
shall be  amended,  as set forth  below,  such  amendment  to take  effect as of
February 18, 1998, it being understood,  however,  that in the event that any of
such  conditions is not  satisfied by 5:00PM  (Boston Time) on the deadline date
for that  condition (as stated in Section 2), then such  amendment  shall become
null and void,  effective  as of 5:00PM  (Boston  Time) on the subject  deadline
date:

         Section 1-1(b) of the Loan Agreement is amended to read as follows:

                  (b) As used herein, the term "Availability" refers at any time
to the lesser of (i) or (ii), below, where:

         (i)      Is the result of:
                  (A)     The Loan Ceiling.
                                    Minus
                  (B) The then unpaid principal balance of the
                  Loan Account.  Minus (C) The then  aggregate
                  of such  Availability  Reserves  as may have
                  been
established by the Administrative Agent as provided herein.
                                    Minus
                  (D)  The then outstanding Stated Amount of all L/C's.

         (ii)     Is the result of:
                  (A)  Up the lesser of
                  (I)    (1) During the calendar  months of November
                         and December: Twelve Million Dollars ($12,000,000.00).
                         (2)      At all other times: Ten Million Dollars
                         ($10,000,000.00)
                                            or
                  (II)   Eighty-Five  Percent  (85%) of  the  face  amount   of
                         Acceptable Accounts.
                         Plus

     (B)Up to the following percentage of the Retail of Acceptable  Inventory:
                  (I)    Through June 30, 1997: 30%.
                  (II)   After June 30, 1997         : 25%.
                                 Plus
                  (C)  "O/A Availability", being up to the following 
                       percentage of the Retail of Acceptable Inventory (the 
                       result of which percentage is reduced, however, dollar 
                       for dollar by the aggregate of all  Canadian
                       Settlement Payments):
                  (I)    February 15 to 28, 1998    : 2.5%
                  (II)   March 1 to 31, 1998                : 3.5%
                  (III)  April 1 to April  30, 1998 : 2.5%
                  (IV)   May 1 to May 31, 1998      : 2.5%
                  (V)    All other times                    : Zero
                          Plus
                  (D)  Up to the lesser of
                  (I)    Seven Million Five Hundred Thousand Dollars 
                         ($7,500,000.00). or
                  (II)   The following percentage of the  Cost of  Acceptable
                         In-Transit Inventory:
                          (1)   Through June 30, 1997: 55%.
                          (2)   After June 30, 1997        : 50%.
                          Minus
                   (E) The then unpaid principal balance of the Loan Account.  
                          Minus 
                   (F) The then  aggregate of such  Availability  Reserves  
                       as may have been established by the Lender as provided 
                       herein.
                          Minus
                    (G) The then  outstanding  Stated  Amount of all L/C's.

Section 1-5 of the Loan Agreement is Amended to read as follows:

         1-5.     Requests For Revolving Credit Loans.
                  (a) Subject to the limitations included in this Agreement, the
Lead  Borrower  shall have the  option to elect an  interest  rate and  Interest
Period to be applicable to a Revolving Credit Loan by giving the  Administrative
Agent notice within the time frames set forth in Section 1-5(c).
                  (b) Loans which are, or which  otherwise would be converted to
a Base Rate Loan,  shall be, or be converted  to, an O/A Loan to the extent that
such Revolving Credit Loan is supported by O/A Availability.
                  (c) Subjection to Section  1-5(b),  the following are the time
frames applicable to the election of interest rates and Interest Periods:
                           (i) If such Loan is, or is to be  converted to a Base
         Rate Loan: By 1:00PM on the Business Day on which the subject Revolving
         Credit Loan is to be made or is to be so converted.
                           (ii) If such  Loan  is,  or is to be  continued  as a
         Eurodollar  Loan:  By 1:00PM Three (3) Business  Days before the end of
         the then applicable Interest Period.
                           (iii) If such Loan is to be converted to a Eurodollar
         Loan:  By 1:00PM Three (3)  Business  Days before the day on which such
         conversion is to take place.
                  (d) Provided that there is sufficient  Availability to support
the same, (but subject,  however, to Subsection 1-8(d),  below (which deals with
the effect of a Suspension Event)), a loan or advance under the Revolving Credit
so requested by the Lead Borrower  shall be made by the transfer of the proceeds
of such loan or advance to the Funding Account or as otherwise instructed by the
Lead Borrower.

         Section 1-6(a) of the Loan Agreement is amended to read as follows:

                  (a) Except as provided in Sections 1-6(a)(i), (ii), and (iii),
each Revolving Credit Loan shall bear interest at the Base Rate.
                       (i)      O/A Loans shall bear interest at the O/A Rate.
                       (ii) If  timely  notice  is  given  (as  provided  in
         Section 1-5(a)),  then the subject  Revolving Credit Loan (or a portion
         thereof) shall be, or shall be converted to, a Eurodollar Loan.
                       (iii)  Revolving  Credit  Loans  shall be deemed  O/A
         Loans in the following order (and in all instances,  only to the extent
         that  the  subject  Revolving  Credit  Loan  is then  supported  by O/A
         Availability)  and shall cease to be deemed O/A Loans in the reverse of
         the following order:
                                    (A)     First:   Base Rate Loans.
                                    (B)     Second:  Eurodollar Loans.

         Section 1-6(f) of the Loan Agreement is amended to read as follows:

                  (f) The margins,  applicable to the various  interest  options
available to the Borrowers  pursuant hereto,  are subject to change as described
on Pricing Grid I and Pricing Grid II,  respectively  included in the definition
of "Pricing Grid", as then applicable.

         Section 1-11(a) of the Loan Agreement is amended to read as follows:

                  (a)  The  Borrowers  may  repay  all  or  any  portion  of the
principal  balance of the Loan Account  from time to time until the  Termination
Date.  Such  payments  shall be applied  first to O/A  Loans,  then to Base Rate
Loans, and only then to Eurodollar Loans.

         Section 1-11(b) of the Loan Agreement is amended to read as follows:

                  (b) The Borrowers,  without notice or demand from any Agent or
any Lender,  shall pay the Administrative  Agent that amount, from time to time,
which is  necessary so that the  principal  balance of the Loan Account does not
exceed Maximum Loan Exposure. Such payments shall be applied first to O/A Loans,
then to Base Rate Loans, and only then to Eurodollar Loans.


         Article 3 (Definition  of "EBITDA") of the Loan Agreement is amended to
read as follows:

         "EBITDA":The   Borrowers'   Consolidated   earnings   from   continuing
                  operations   before   interest,   taxes,   depreciation,   and
                  amortization,  each as determined in accordance  with GAAP and
                  before any charge on account of the settlement of the "Maxwell
                  Litigation" (so-called). Consolidated earnings from continuing
                  operations  shall not,  in any  event,  include  any  Canadian
                  Settlement  Payments or other amounts received by any Borrower
                  or any  Related  Entity on account  of, or in respect  to, the
                  Canadian Action),

         Article 3 (Definition of "Interest Payment Date") is amended to read as
follows:

         "Interest Payment Date":  With reference to:
                           (a) Any Eurodollar Loan: the last day of the Interest
                  Period relating  thereto,  the  Termination  Date, and the End
                  Date,  except that,  to the extent that,  by reason of Section
                  1-6(a)(ii),  interest  on any  part  of such  Eurodollar  Loan
                  accrues at the O/A Rate,  the "Interest  Payment Date" for the
                  difference  between  interest  at  the  O/A  Rate  and  at the
                  applicable  Eurodollar  Rate shall be the same as the Interest
                  Payment Date for O/A Loans.
                           (b) Any Base Rate Loan: the first day of each month; 
                  the Termination Date; and  the End Date.
                           (c) Any O/A Loan: the first day of each month; the 
                  Termination Date; and the End Date.

         Article 3  (Definition  of  "Interest  Period")  is  amended to read as
follows:

         "InterestPeriod":  (a) With respect to each Eurodollar Loan: Subject to
                  Subsection  (d), below,  the period  commencing on the date of
                  the  making  or  continuation   of,  or  conversion  to,  such
                  Eurodollar   Loan  and  ending  one,   two,  or  three  months
                  thereafter, as the Lead Borrower may elect by notice (pursuant
                  to Section 1-5(a)) to the Administrative Agent.
                           (b) With respect the O/A Loan: the period  commencing
                  on the date of the  making of such O/A Loan and  ending  (with
                  respect  to all or a  portion  of the O/A Loan) on that day on
                  which,  and to the extent that, O/A Availability is not needed
                  to support  the  unpaid  principal  balance  of the  Revolving
                  Credit Loans.
                           (c) With  respect to each Base Rate Loan:  Subject to
                  Subsection  (d), below,  the period  commencing on the date of
                  the making or  continuation of or conversion to such Base Rate
                  Loan and ending on that date (i) as of which the subject  Base
                  Rate  Loan is  converted  to a  Eurodollar  Loan,  as the Lead
                  Borrower may elect by notice  (pursuant to Section  1-5(a)) to
                  the  Administrative  Agent,  or (ii) on which the subject Base
                  Rate Loan is paid by the Borrowers.
                           (d)  The  setting  of  Interest  Periods  is in  all
                  instances  subject  to the following:
                                    (i)  Any Interest Period for a Base Rate 
                           Loan which would otherwise end on a day
                           which is not a  Business  Day  shall  be  extended 
                           to the next  succeeding Business Day. 
                                    (ii) Any Interest Period for a Eurodollar
                           Loan which would otherwise end on a day that is not a
                           Business Day shall be extended to the next succeeding
                           Business Day, unless that succeeding  Business Day is
                           in the  next  calendar  month,  in which  event  such
                           Interest Period shall end on the last Business Day of
                           the month during which the Interest Period ends.
                                    (iii) Subject to Subsection (v), below,  any
                           Interest  Period  applicable  to a  Eurodollar  Loan,
                           which Interest Period begins on a day for which there
                           is no numerically  corresponding  day in the calendar
                           month during which such Interest  Period ends,  shall
                           end on the  last  Business  Day of the  month  during
                           which that Interest Period ends.
                                    (iv)  Subject  to   Subsection   (vi),   any
                           Interest  Period which would  otherwise end after the
                           Termination Date shall end on the Termination Date.
                                    (v) Except as provided in  Subsection  (vi),
                           below,  the Borrower shall not request any Eurodollar
                           Loan which would have an Interest Period of less than
                           one (1) month.
                                    (vi) For the periods (A) commencing with the
                           execution of the within  Agreement and ending on June
                           30, 1997 and (B)  consisting  of the last month prior
                           to  the  Maturity  Date,  the  Borrower  may  request
                           Eurodollar   Loans   otherwise   permitted   by  this
                           Agreement, but with Interest Periods of 7, 14, and 21
                           days.
                                    (vii) The  number  of  Interest  Periods  in
                           effect at any one time is subject to Section  1-6(c),
                           above.


         Article 3 (Definition of "Pricing Grid") is amended to read as follows:
         "Pricing Grid":  (I) For any month (a) during  any part of which  month
                  "O/A  Availability"  is greater than zero  (whether or not any
                  O/A Loan is made) or (b) Pricing Grid II is not effective, the
                  Eurodollar  Margin,  Base Margin, the O/A Margin, and Line Fee
                  shall be as follows:
<TABLE>
<S>                        <C>              <C>               <C>
                               PRICING GRID I

EURODOLLAR MARGIN          BASE MARGIN      O/A Margin        LINE FEE
(Basis Points)             (Basis Points)   (Basis Points)    (Percentage)
275%                           100               250            0.375%
</TABLE>

                                    (II) For any month during which both (a)"O/A
                  Availability" is zero and (b) Excess  Availability on each day
                  of the immediately prior month was greater than $5,000,000.00,
                  the  Eurodollar  Margin,  Base  Margin,  and Line Fee shall be
                  determined in accordance with Pricing Grid II.
<TABLE>
<S>                               <C>                       <C> 
                                  PRICING GRID II

EURODOLLAR MARGIN                 BASE MARGIN               LINE FEE
(Basis Points)                    (Basis Points)            (Percentage)
225                                   50                        0.375%

</TABLE>


         Article  3  (Definitions)  is amended by the addition of the  following
                  Definitions in alphabetical order therein:

"Allowable Canadian Settlement Deductions": The aggregate of the following:
                           (a)      The Canadian Cost Fund.
                           (b)  Backup  withholding,  not to  exceed  5%, of any
                  settlement  or payment  made on account  of, or in respect to,
                  the  Canadian  Action,  other than the  payment  described  in
                  Subsection (a) of this definition.
                           (c) Canadian federal and provincial income tax due on
                  account of any settlement or payment made on account of, or in
                  respect to, the Canadian Action.

"Canadian Action":  The action in the Provincial Court of Ontario,  styled Morse
     Shoe (Canada) Limited and Zellers Inc., et al (Court File No. 91-CQ-6044).

"Canadian Cost Fund":  Cdn$800,000.00  paid in trust to Borden & Elliot pursuant
     to  subparagraph  2(k) of the Agreement  dated  February 12, 1998,  between
     counsel to the Canadian Action.
 "Canadian Settlement Payments":    The aggregate of
                           (a) Cash  proceeds  (net only of  Allowable  Canadian
                  Settlement  Deductions) received by, or for the account of any
                  Borrower or for Morse Canada, on account of the subject matter
                  of the Canadian Action,
                           plus
                           (b)  The   amount  (if  any)   remaining   after  the
                  application  of  amounts  netted  against  such cash  proceeds
                  (clause (a) of this  Definition)  for the  purposes  stated or
                  referred to in clauses (a),  (b), or (c) of the  Definition of
                  "Allowable Canadian Settlement Deduction".

         "Morse Canada":   Morse Shoe (Canada) Limited.

"O/A Availability": That percentage of Acceptable Inventory (net of
     the aggregate of all Canadian  Settlement  Payments)  which is
     determined in accordance with Section 1-1(b)(ii)(C).
"O/A Loan": The unpaid principal balance of all Revolving Credit Loans which are
     then supported by O/A Availability. -
"O/A Margin":  The per  annum  percentage  to be added to  Base,  as  determined
     pursuant to the Pricing Grid.
"O/A Rate":  The aggregate  (calculated  based on a 360 day year and actual days
     elapsed) of Base plus the applicable O/A Margin.
         Section 7-2 of the Loan Agreement is amended to read as follows:

7-2. Proceeds and  Collection  of Accounts and Canadian  Settlement  Payments
                  (a) On or before the Cash Management Date, and at all times
thereafter, each Borrower shall cause each Host Store to pay all amounts owed by
that Host Store to such lockbox or  remittance  account as may from time to time
be required by the  Administrative  Agent.  Such lock box or remittance  account
shall be swept to the Concentration Account with such frequency as may from time
to time be determined by the Administrative Agent.
                  (b) The Lead  Borrower  shall  cause all  Canadian  Settlement
Payments to be wire transferred to the Concentration  Account no later than five
(5) Business Days following receipt of any such Canadian Settlement Payment by a
Borrower or by Morse  Canada.  In the event that,  at that time, it appears that
the  Canadian  Cost Fund is not  sufficient  to satisfy  payment of accrued  and
reasonably  anticipated  costs and expenses  associated with the prosecution and
settlement of the Canadian  Action,  the Lead Borrower,  with the consent of the
Administrative  Agent  (which  consent  will  not be  unreasonably  withheld  or
delayed),  may adopt a tax efficient  method to assure payment of such costs and
expense.

         Section  9-3(a) of the Loan Agreement is amended by the addition of the
following Section:

                  (v) Any fact,  circumstance,  or  development  in the Canadian
         Action or any  dispute  resolution  procedure  adopted to  resolve  the
         subject matter of the Canadian  Action which has more than a de minimus
         effect on any Borrower or on Morse Canada.

         Section  9-3(b) of the Loan Agreement is amended by the addition of the
following Section:

                  (vi) Provide the  Administrative  Agent and its counsel,  when
         sent or received by any Borrower or by Morse Canada,  all nonprivileged
         correspondence,  written communications,  pleadings, and rulings in the
         Canadian Action or any dispute resolution  procedure adopted to resolve
         the subject matter of the Canadian Action,  other than  correspondence,
         written communications, pleadings, and rulings of a de minimus nature.

         Section 10-14, to read as follows, is added to the Loan Agreement:

         10-14.   Morse Canada.
                  (a) The  abandonment,  by Morse Canada,  of its claims arising
out of the facts  and  circumstances  which  formed  the basis for the  Canadian
Action.
                  (b) The granting, creation, levying, or imposition of any lien
or Encumbrance on any asset of Morse Canada.
                  (c) Morse  Canada's  engaging in any  business  activities  or
incurring of any  obligations or  indebtedness  other than in its prosecution of
the Canadian Action.

         EXHIBIT  9-11(a)   of  the  Loan   Agreement   (Financial   Performance
                  Covenants) is amended by its replacement  with EXHIBIT 9-11(a)
                  annexed to this Second Amendment.

         2.       CONDITIONS TO EFFECTIVENESS OF AMENDMENT

         The  within  Amendment  shall  remain  effective  only  if  each of the
following  conditions  is satisfied  on or before  5:00PM  (Boston  Time) on the
deadline date for the subject condition:

(a)  Deadline Date: February 19, 1998: Receipt by the Administrative  Agent, for
     the account of the Lenders, of an Amendment Fee of $125,000.00.
                  (b)      Deadline Date: February 20, 1998:

                           (i)  Creation of a perfected  security  interest,  in
         favor of the  Administrative  Agent  (for the  ratable  benefit  of the
         Lenders),  in all capital stock of Morse Shoe (Canada)  Limited,  which
         security  interest  secures the Liabilities,  (which security  interest
         shall be created  pursuant to a Stock  Pledge  Agreement  substantially
         similar  to those  executed  by certain  Borrowers  on or about May 30,
         1997).

                           (ii)  Receipt  by  the  Administrative   Agent  of  a
         Certificate,  executed by the Lead  Borrower's  President  or its Chief
         Financial Officer,  respectively confirming that no Suspension Event is
         then extant.


                  (c)      Deadline Date: February 25, 1998:

                           (i)  Receipt  by  the   Administrative   Agent  of  a
         Certificate  setting forth the text of the  resolutions  adopted by the
         Directors of each Borrower authorizing that Borrower's execution of the
         within  Amendment,  and  attesting to the  authority of the persons who
         executed the within Amendment on behalf of that Borrower.

                           (ii)  Receipt  by  the  Administrative  Agent  of  an
         opinion  of  counsel  to the  Borrowers  as to the  due  execution  and
         effectiveness of the within Amendment (which opinion is subject only to
         the same  qualifications  as had been included in the opinion delivered
         by that counsel at the initial execution of the Loan Agreement).

         Each Borrower  hereby  represents  that, at the execution of the within
Agreement, no Suspension Event has occurred.

         Except  as  amended  hereby  or by the  First  Amendment  to  the  Loan
Agreement,  all terms and provisions of the Loan Agreement  shall remain in full
force and effect as executed.





                                               THE AGENTS AND LENDERS

BANKBOSTON RETAIL FINANCE INC.                 FLEET NATIONAL BANK
(Formerly "GBFC, Inc.")

By/s/Elizabeth A. Ratto                        By /s/Gregory Kress

Print Name:Elizabeth A. Ratto                  Print Name: Gregory Kress

Title: Vice President                          Title:Assistant Vice President



                                                       THE LEAD BORROWER
                                                       JBI, INC.


                                               By /s/ Philip Rosenberg

                                               Print Name: Philip Rosenberg

                                               Title:Executive Vice President

THE BORROWERS
JBI, INC.                                      MORSE SHOE, INC.

By /s/Philip Rosenberg                         By /s/ Philip Rosenberg

Print Name: Philip Rosenberg                   Print Name: Philip Rosenberg

Title: Executive Vice President                Title:Executive Vice President

JBI HOLDING COMPANY, INC.

By /s/Philip Rosenberg

Print Name:Philip Rosenberg

Title: Executive Vice President