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[CITIZENS LOGO]
                                                                    Exhibit 10.3

One Citizens Plaza                                       SECURED PROMISSORY NOTE
Providence, Rhode Island 02903


SECURED PARTY: CITIZENS LEASING CORPORATION   DEBTOR:  DM Management Company 
               One Citizens Plaza             Address: 25 Recreation Park Drive
               Providence, Rhode Island 02903          Hingham, MA  02043
               (401) 456-7000               Telephone: (781)740-2718

    1. Secured Party and Debtor have entered into a Master Security Agreement
dated as of DECEMBER 23, 1998, (the "Security Agreement"). To secure payment of
the indebtedness set forth below, including the Principal Amount set forth
below, and the performance of all obligations contained herein, Debtor hereby
grants to Secured Party, its successors and assigns, a security interest in the
property set forth in Schedule A hereto, together with all attachments,
accessories, additions and accessions thereto, whether now existing or hereafter
acquired, all replacements and substitutions therefor, and all proceeds thereof
(all hereinafter referred to collectively as the "Equipment").

    2. Principal Amount. The original Principal Amount of this Note is:
$1,543,393.50.

    3. a. Term. The Term of this Note is 84 months commencing on the Term
Commencement Date as set forth in the Note Acceptance Certificate to this Note
plus any partial period between the Acceptance Date of the Equipment as set
forth in the Note Acceptance Certificate and the Term Commencement Date.

       b. Payments. Debtor hereby promises to pay the Principal Amount to
Secured Party and Interest thereon as follows:

         (i) Interest only on the Term Commencement Date in an amount equal to 
$346.41 multiplied by the number of days between the Acceptance Date up to and 
including the Term Commencement Date.

         (ii) Thereafter, the Principal Amount, together with interest thereon
at the fixed rate of 8.08% per annum, shall be payable in (check one) [X]
advance/[ ] arrears in consecutive (check one) [X] monthly/[ ] quarterly
Installment Payments commencing on the 1ST day of APRIL, 1999 and thereafter on
the same day of each successive (check one) [X] month/[ ] quarter inclusive
until fully paid, provided that the final installment shall be in the amount of
the unpaid balance hereof together with any accrued interest and late charges.
Interest shall be calculated based on the actual number of days elapsed over
twelve (12) thirty (30) day months.

    The amount of each Installment Payment hereunder is as follows:

                                            Amount of Each
    Installment Nos.                      Installment Payment

         1 - 83                           $23,955.92

         84                               All remaining principal
                                          and accrued interest

         c. Debtor agrees to pay Secured Party, in advance, the first
Installment Payment.

         d. Secured Party acknowledges receipt from Debtor of a payment in the
amount of $ N/A to be held by Secured Party as a deposit to secure Debtor's
performance hereunder.

    4. The Equipment will be located at the locations specified in Schedule A
hereto.


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    5. This Note is secured by the Equipment, as set forth in Schedule A hereto
and as further defined in the Security Agreement, the terms and conditions of
which are incorporated herein by reference. This Note is one of the "Notes"
referred to in the Security Agreement.


Dated: March 30, 1999
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SECURED PARTY:                         DEBTOR:

CITIZENS LEASING CORPORATION           DM Management Company


By: /s/ John Young                     By: /s/ Peter J. Tulp
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Title:  Vice President                 Title: Vice President of Finance
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