EXHIBIT 10.13


FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT                         GBFC, INC.


                                                    Effective: July 15, 1997


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

         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:

         Article 3 (Definition of "Acceptable Host Store") is amended to read as
follows:


   "Acceptable Host Store":   (a)  A Key Host Store which has executed a Host 
                              Store Consent.
                              (b)  Until July 31, 1997, any Host Store which is
                              not a Key Host Store.
                              (c) After July 31, 1997, any Host Store which has 
                              executed a Host Store Consent.

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

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

                                                            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




                                         THE AGENTS AND LENDERS

GBFC, INC.                               FLEET NATIONAL BANK

By /s/ Robert D'Angelis                  By /s/John C. McDonough

Print Name: Robert D'Angelis             Print Name: John C. McDonough

Title:Senior Vice President              Title: Vice President