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                                                                   Exhibit 10.47

$700,000                                          February 23, 1999

                            SECURED PROMISSORY NOTE
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          FOR VALUE RECEIVED, the undersigned (the "Obligor"), promises to pay
to the order of Big V Holding Corp., a Delaware corporation, with its principal
executive offices located at 75 State Street, Boston, Massachusetts 02109 (the
"Company"), the principal sum of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00)
(the Principal Amount"), together with any amounts which are deemed to be
converted to principal in accordance with the terms hereof ("Converted Amounts",
and collectively with the Principal Amount, sometimes referred to herein as the
"Aggregate Principal Amount") in lawful money of the United States of America,
together with all accrued but unpaid interest, on December 31, 2003 (the
"Maturity Date"), subject to mandatory prepayment and/or acceleration as set
forth herein.

          Interest shall accrue on the Principal Amount outstanding from time to
time, and to the extent permitted by applicable law, on the Converted Amounts
outstanding from time to time, at a rate equal to 5.24% per annum (the "Stated
Rate"), until the date of payment of the Aggregate Principal Amount.  Interest
shall be payable hereunder annually on each Interest Payment Date (as defined
below), in an amount equal to the aggregate federal, state and local income tax
liability incurred by the Company as a result of all interest accrued hereunder
for the preceding fiscal year of the Company, as conclusively determined by the
Company, and as set forth in the Interest Notice (as defined below).  All
interest accrued hereunder and not required to be paid on the next succeeding
Interest Payment Date in accordance with the terms hereof shall be deemed for
all purposes hereunder converted to principal hereunder and shall be deemed to
be a Converted Amount and shall be due and payable on the Maturity Date, subject
to mandatory prepayment and/or acceleration as set forth below.

          If the date set for payment of principal or interest hereunder is a
Saturday, Sunday or legal holiday, then such payment shall be made on the next
succeeding business day.

          The terms below shall have the following definitions:

          (a)  "Interest Notice" as used herein shall mean a written notice sent
by the Company to the Obligor specifying the aggregate amount of federal, state
and local income tax liability incurred by the Company as a result of all
interest accrued hereunder for the preceding fiscal year of the Company.

          (b)  "Interest Payment Date" as used herein shall mean a date ten days
after the Obligor receives the Interest Notice.  For purposes hereof, the
Obligor shall conclusively be deemed to have received the Interest Notice (i)
three days after the Company sends such notice by certified or registered mail
or the day after the Company sends such notice by certified or registered mail
or the day after the Company sends such notice by a nationally recognized
overnight courier, to the address of the Obligor set forth below the Obligor's
signature hereon or
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such other address that the Obligor specifies in writing to the Company at its
address set forth above, or (ii) the day the Company delivers such notice by
hand.

          (c)  "Obligations" as used herein shall mean the Aggregate Principal
Amount outstanding from time to time, all accrued but unpaid interest hereunder
and all other amounts  hereunder, whether principal, interest, fees or
otherwise.

     Payment of the principal of and interest on this Note is secured pursuant
to the terms of a Stock Pledge Agreement dated as of the date hereof, between
the Obligor and the Company (the "Pledge Agreement"), reference to which is made
for a description of the collateral provided thereby and the rights of the
Company and the holder of this Note in respect of such collateral.

     This Note is subject to the following further terms and conditions:

     1.   Payment and Prepayment.
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          (a)  All payments and prepayments of principal of and interest on this
Note shall be made to the Company or its order, or to the legal holder of this
Note or such holder's order, in lawful money of the United States of America at
the principal offices of the Company (or at such other place as the holder
hereof shall notify the Obligor in writing) upon final payment of principal of
and interest on this Note it shall be surrendered for cancellation. Concurrently
with any prepayment of any portion of the Aggregate Principal Amount of this
Note pursuant to this Section 1, the Company (or other holder of this Note)
shall make a notation of such payment hereon. Any partial prepayment shall be
applied first to accrued and unpaid interest hereof and then to the unpaid
Aggregate Principal Amount.

          (b)  Voluntary Prepayment. The Obligor may, at its option, prepay this
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Note in whole or in part at any time or from time to time without penalty or
premium. Any prepayments of any portion of the Aggregate Principal Amount of
this Note shall be accompanied by payment of all interest accrued but unpaid
hereunder.

          (c)  Mandatory Prepayment.
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               (i)   Pursuant to Section 2.2 of the Employment Agreement between
the Company and the Obligor, the Company is required to pay under certain
conditions an Initial Bonus to the Obligor equal to at least $200,000. Upon
payment to the Obligor of the Initial Bonus, the Company may withhold up to
$50,000 from such bonus, which amount shall be applied to the Aggregate
Principal Amount due to the Company hereunder.

               (ii)  If at any time, or from time to time, after the date hereof
and following the occurrence and during the continuance of an Event of Default
(as that term is defined below) the Obligor or any of the Obligor's Permitted
Transferees (as that term is defined in an Amended and Restated Shareholders'
Agreement dated as of December 17, 1993 among the Company and its shareholders
(the "Shareholders' Agreement")) shall receive or shall otherwise become
entitled to receive from the Company (or other holder of this Note) any cash
payments, cash dividends or other cash distributions in respect of the Company's
Common

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Stock, then and in each case the Obligor and any of the Obligor's Permitted
Transferees shall, upon the receipt thereof, return to the Company (or other
holder of this Note) such payments, dividends and distributions, and the Company
(or other holder of this Note) shall apply such amount to the prepayment of the
Obligations in the manner set forth in Section 1(b), and the Company (or other
holder of this Note) shall not be obligated to make any such payment, cash
dividend or other cash distribution not theretofore made to which the Obligor
and any of the Obligor's Permitted Transferees are otherwise entitled in respect
of their Common Stock and may, instead, in lieu thereof, set off the amount of
such cash payment, cash dividend or other cash distribution against the
Obligations.

               (iii) If at any time, the Obligor receives any proceeds from the
sale by the Obligor or any of the Obligor's Permitted Transferees of any Common
Stock to anyone, the Net Proceeds (as defined in the Stock Pledge Agreement
dated as of the date hereof between the Obligor and the Company) from such sale
of Common Stock shall be applied to the prepayment of this Note in the manner
provided in the Stock Pledge Agreement.

               (iv)  In addition to the provisions of subsections (c)(ii) and
(c)(iii) above:

               (A)   If the Obligor voluntarily terminates his employment with
the Company, of if the Company terminates the employment of the Obligor for
Cause (as such term is defined in the Employment Agreement), then the Obligor
shall, without the necessity of any notice or demand by the Company of any kind,
immediately make a mandatory prepayment hereunder in an amount equal to the then
outstanding Obligations.

               (B)   If the Obligor dies, suffers a disability in accordance
with Section 3.02 of the Employment Agreement or if the Company terminates his
employment without Cause (as such term is defined in the Shareholders'
Agreement) (each an "Involuntary Termination"), then the Obligor shall, without
the necessity of any notice or demand by the Company of any kind, immediately
make a mandatory prepayment hereunder in an amount equal to the then outstanding
Obligations; provided, however, that the Converted Amounts due hereunder may be
payable by the Obligor through the sale of Company's capital stock owned by the
Obligor, at a per share price calculated using the Put Share Price Formula set
forth in Section IV of Schedule I of the Obligor's Employment Agreement with the
Company, dated February 23, 1999. Any Converted Amounts that remain outstanding
thereafter shall not be immediately due and payable but shall be due and payable
in equal monthly installments ("Converted Amount Installments") payable on the
first day of each month from the date of the Involuntary Termination until the
Maturity Date. The Converted Amount shall bear interest hereunder at the Stated
Rate and such interest shall be payable with each Converted Amount Installment.

          2.   Events of Default. Upon the occurrence of any of the following
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events ("Events of Default"):

               (a)  Failure to pay any principal of this Note, including any
          prepayments required hereunder, when due;

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               (b)  Failure to pay any interest installment due under this Note
          which shall remain unremedied for ten days following the date when
          such installment was originally due hereunder;

               (c)  Failure to pay any Converted Amount Installment when due;

               (d)  Failure of the obligor to perform his obligations under the
          terms of his employment with the Company; or

               (e)  The filing of a voluntary or involuntary petition for an
          order of relief under the Bankruptcy Code by or against the Obligor,
          or any filing for relief under any statue or federal insolvency
          statute by or against the Obligor;

then, and in any such event, the holder of this Note may declare, by notice of
default given to the Obligor, the entire unpaid Aggregate Principal Amount of
the Note, all Converted Amount Installments, if any, and all accrued and unpaid
interest thereon to be forthwith due and payable whereupon the entire Aggregate
Principal Amount of this Note outstanding, all Converted Amount Installments, if
any, and any accrued and unpaid interest hereunder shall become due and payable
without presentment, demand, protest, notice of dishonor or other demands and
notices of any kind, all of which are hereby expressly waived.  Upon the
occurrence of an Event of Default, the accrued and unpaid interest hereunder
shall thereafter bear the same rate of interest as on the Principal Amount
hereunder, but in no event shall such interest be charged which would violate
any applicable usury law.  If an Event of Default shall occur hereunder, the
obligor shall, subject to Section 3 hereof, pay costs of collection, including
reasonable attorneys' fees, incurred by the holder in the enforcement hereof.

     No delay or failure by the holder of this Note in the exercise of any right
or remedy shall constitute a waiver thereof, and no single or partial exercise
by the holder hereof

of any right or remedy shall preclude other or future exercise thereof or the
exercise of any other right or remedy.

     3.   Miscellaneous.
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          (a)  The provisions of this Note shall be governed by and construed in
     accordance with the laws of the State of Delaware, without regard to the
     conflicts of law rules thereof.

          (b)  Notwithstanding the terms set forth above, in no event shall the
     interest rate on this Note exceed the maximum interest rate permitted by
     law.

          (c)  All notices and other communications (other than the Interest
     Notice) hereunder shall be in writing and will be deemed to have been duly
     given if delivered or mailed in accordance with the Shareholders'
     Agreement.

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               IN WITNESS WHEREOF, this Note has been duly executed and
delivered by the Obligor on the date first above written.

/s/  Mark S. Schwartz
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Name of Obligor: Mark S. Schwartz
Address: 3422 Hidden River View, Annapolis, MD 21403

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