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                                                                EXHIBIT 10.34.1


                                 PROMISSORY NOTE


$3,500,000.00                                           APRIL 30, 1996
                                                        BOSTON, MASSACHUSETTS


      FOR VALUE RECEIVED, 125 WATER STREET, LLC, a Massachusetts limited
liability company (together with all successors and assigns, collectively, the
"Borrower"), with a principal place of business at 63 Main Street, Gloucester,
Massachusetts 01930, promises to pay to the order of CYRK, INC., a Delaware
corporation (together with all subsequent holders of this Note, the "Lender"),
at 3 Pond Road, Gloucester, Massachusetts 01930 (or such other address specified
by the Lender from time to time), the principal sum of THREE MILLION FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00) or so much thereof as shall
be outstanding from time to time, together with all accrued interest thereon, as
provided below.

      Subject to the other terms of this Note regarding default rate interest,
interest on the principal balance outstanding from time to time under this Note
shall accrue and be payable as follows:

      (i)  Commencing on May 1, 1996, and continuing thereafter on the 1st day
of each month until December 1, 1996, interest only, in arrears, shall be
payable by the Borrower to the Lender on the outstanding balance of this Note at
the fixed per annum rate of nine percent (9%).

      (ii) Commencing from and after January 1, 1997, and continuing thereafter
on the 1st day of each month until payment in full of this Note, interest only,
in arrears, shall be payable by the Borrower to the Lender on the outstanding
balance of this Note at the fixed per annum rate of fifteen percent (15%).

      Interest shall be calculated on the basis of a 360-day year for the actual
number of days elapsed.

      If not sooner paid, all outstanding principal and accrued and unpaid
interest thereon shall be paid in full on April 30, 1997 (the "Maturity Date").

      If any payment due under this Note, whether principal or interest, is not
received by the Lender within fifteen (15) days after the same is due, the
Borrower shall be charged a late payment penalty (whether or not such late
payment constitutes an Event of Default hereunder as defined below) equal to
five percent (5%) of the amount of such late payment. To the extent permitted by
law, interest on any principal or interest unpaid after the occurrence of an
Event of Default shall be payable on demand at an interest
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rate equal to 3% above the then prevailing interest rate hereunder (the "Default
Rate").

      If at any time the interest rate or the amount of any fee or penalty
required to be paid in connection with this Note would exceed the maximum rate
for interest or amount for fees or penalties permitted by the laws of any
applicable jurisdiction or the rules or regulations of any appropriate
regulatory authority or agency thereof, then, during such time as such interest,
fees, or penalties would be deemed excessive, that portion of each payment of
interest, fees or penalties which exceeds the maximum rate for interest or
amount for fees or penalties so permitted shall be deemed a voluntary prepayment
of principal.

      The Borrower acknowledges that no payments of principal are being
required, which will result in a balloon payment of the unpaid principal balance
and accrued interest being due upon maturity. The Borrower acknowledges that the
Lender has made no agreement to refinance such balloon payment.

      The entries on the records of the Lender (including any appearing on this
Note) shall be prima facie evidence of the aggregate principal amount
outstanding under this Note and interest accrued thereon as of the date thereof.

      The Borrower hereby grants to the Lender a continuing first priority lien
on, and security interest in, any securities, instruments or other property
belonging to, standing in the name of, or pledged on behalf of, the Borrower
which may be now or hereafter in the possession of the Lender for any purpose,
which, together with any other property of the Borrower in which the Lender may
at any time have a security interest or other lien, including, without
limitation, the property subject to the Loan Documents (defined below) (all of
the foregoing being called "Collateral"), shall constitute security for any and
all Secured Obligations (defined below), exercisable by the Lender after the
occurrence of any Event of Default hereunder.

      Any deposits or other sums from time to time credited by or due from the
Lender to the Borrower at any time in the possession of the Lender for any
purpose shall at all times constitute Collateral for the payment and performance
of the Secured Obligations, and the Borrower hereby grants to the Lender a right
of offset, and a continuing first priority lien on, and security interest in,
such deposits and other sums as security for the Secured Obligations,
exercisable by the Lender after the occurrence of any Event of Default
hereunder. Regardless of the adequacy of Collateral securing the Secured
Obligations, on the occurrence of an Event of Default, the Lender may apply such
deposits, other sums or property to, and set off the same against, the Secured
Obligations without prior notice to the Borrower, and the right is expressly
granted to the Lender at its option following an Event of

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Default to transfer at any time to itself or to its nominee, any securities,
instruments or other property pledged hereunder and to receive the income
thereon and hold the same as security therefor, or apply it to the principal or
interest due hereon or due on any other Secured Obligation.

      The following shall constitute an event of default ("Event of Default")
hereunder: (a) default in the payment of any principal or interest, or other sum
required hereunder, continuing for a period of ten (10) days without having been
duly cured after written notice thereof to the Borrower, provided that the
Lender shall not be required to give such written notice more than twice in any
consecutive twelve-month period; or (b) default in the payment of any sum or the
performance of any covenant or agreement contained herein, the Loan Agreement of
even date herewith between the Borrower and the Lender (as amended in writing,
the "Loan Agreement") or in any of the other Loan Documents (as defined in the
Loan Agreement) continuing beyond the applicable grace period specified therein,
if any; or (c) any warranty, representation or statement made or furnished to
the Lender by, or on behalf of, the Borrower proves to have been false in any
material respect when made or furnished; or (d) [Intentionally Omitted]; or (e)
the dissolution, termination of existence, winding up, liquidation, or cessation
of normal business operations of the Borrower or any endorser or Guarantor
hereof; or (f) an Insolvency Default (as defined in Section 7.3(d) of the
Mortgage) occurs with respect to the Borrower or any Guarantor of the Secured
Obligations; or (g) the service of any process upon the Lender seeking to attach
by trustee process any funds of the Borrower or any Guarantor on deposit with
the Lender; or (h) any material adverse change in the financial condition of the
Borrower (existing as of the date hereof) which in the reasonable opinion of the
Lender will impair its security for the Secured Obligations or creates a
material risk that the Borrower will not be able to satisfy the Secured
Obligations in full; or (i) the occurrence of any of the foregoing Events of
Default with respect to any Guarantor, endorser or surety to the Lender of all
or any part of the Secured Obligations; or (j) the termination or attempted
termination of any guaranty by any Guarantor of the Secured Obligations; or (k)
the occurrence of any default continuing beyond any applicable grace period in
the payment of any loan, note, indebtedness or other obligation of the Borrower
or any Guarantor, now or hereafter existing; or (l) failure of the Borrower and
the Lender to reach agreement and enter into a lease of the Property pursuant to
that certain Letter of Intent dated as of April 30, 1996. Upon the occurrence of
one or more Events of Default, or at any time thereafter, at the option of the
Lender, all Secured Obligations shall become immediately due and payable without
further notice or demand, and the Lender shall then have, in addition to all
other rights and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code.

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      No delay or omission on the part of the Lender in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. No waiver of any right shall be effective unless in writing and
signed by the Lender nor shall a waiver on one occasion be construed as a bar to
or waiver of any such right on any future occasion.

      The Borrower and each endorser or Guarantor hereof waives presentment,
demand, notice, protest, and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of this Note or
any Collateral, and consents to any extension or postponement of the time of
payment of any other indulgence under this Note or with respect to any
Collateral, to any substitution, exchange or release of any Collateral, and to
the addition or release of any other party or person primarily or secondarily
liable hereunder. The Borrower hereby waives the right to assert any statute of
limitations as a part of the enforcement of this Note or to any action brought
to enforce this Note.

      To the maximum extent permitted by law, (i) the Borrower hereby knowingly,
voluntarily and intentionally waives any right the Borrower may now or hereafter
have to a trial by jury in respect of any suit, action or proceeding arising out
of or relating to this Note, the Mortgage (defined below) or any of the other
Loan Documents, and (ii) the Borrower and each endorser, surety and Guarantor,
hereby submit to the jurisdiction of all courts of The Commonwealth of
Massachusetts, as well as to the jurisdiction of all courts from which an appeal
may be taken from the aforesaid courts, for the purpose of any suit, action or
other proceeding arising out of, or with respect to this Note or the other Loan
Documents, and expressly waive any and all objections they may have to venue in
any of such courts.

      The Borrower will pay on demand all collection costs and reasonable
attorneys' fees paid or incurred by the Lender in enforcing the Secured
Obligations or any costs of collection and reasonable attorneys' fees incurred
in enforcing the liability of any endorser or Guarantor with respect to the
Secured Obligations. If not paid when due, such costs of collection and
attorneys fees shall constitute Secured Obligations and be fully secured by the
Collateral securing this Note. Further, in the event the Borrower defaults
hereunder, under the Mortgage or any of the other Loan Documents, and the Lender
has not yet accelerated this Note on account of such default, the Borrower may
not thereafter cure such default so as to avoid acceleration without also
reimbursing the Lender for the reasonable cost of any costs of collection and
attorneys' fees incurred to the date of such cure.

      As used in this Note, "Secured Obligations" means all obligations of the
Borrower to the Lender under this Note and the other Loan Documents, whether
direct or indirect, absolute or contingent, joint, several or joint and several,
secured or

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unsecured, due or to become due, now existing or hereafter arising or of any
other type, nature, or description but nevertheless arising under this Note or
the other Loan Documents; and "Lender" means the payee or any endorsee of this
Note who is in the possession of it, or the bearer hereof if this Note is at the
time payable to the bearer. As used in this Note "Guarantor" shall have the same
meaning as defined in the Mortgage defined below.

      All notices required or permitted to be given hereunder shall be in
writing and shall be effective when mailed, postage prepaid, by registered or
certified mail, addressed in the case of the Borrower to it at the Borrower's
address specified in the first paragraph of this Note, with a courtesy copy to
Richard Novak, Esq, Rackemann, Sawyer & Brewster, One Financial Center, Boston,
Massachusetts 02111, and in the case of the Lender to it at the Lender's address
specified in the first paragraph of this Note, with a courtesy copy to Choate,
Hall & Stewart, Exchange Place, 53 State Street, Boston, MA 02109-2891, Attn:
Cameron Read, Esq., or to such other address as either the Borrower or the
Lender may from time to time specify by like notice.

      This Note is secured and/or evidenced by, among other things, a certain
first priority Mortgage and Security Agreement, as amended from time to time
(the "Mortgage") and related first priority Assignment of Leases and Rents, as
amended from time to time (the "Assignment"), each of even date herewith,
granted by the Borrower encumbering the premises known as and numbered 125 Water
Street, Danvers, Essex County, Massachusetts (as more particularly described in
the Mortgage, the "Property"); a certain Pledge and Security Agreement of the
Guarantors (the "Pledge Agreement"), each of even date herewith, and the Loan
Agreement.

      This Note shall take effect as a sealed instrument, and shall be governed
by the laws of The Commonwealth of Massachusetts.

      WITNESS THE EXECUTION HEREOF as of the day first set forth above.

WITNESS:                            BORROWER:

                                    125 WATER STREET, LLC


/s/ J. Michael Faherty              By: /s/ Gregory P. Shlopak
------------------------                -------------------------------------
                                        Gregory P. Shlopak, hereunto
                                        duly authorized

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