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                                                                    EXHIBIT 10.2

                           [COPY -- NOT AN ORIGINAL]

                             REVOLVING CREDIT NOTE

$30,000,000                                            July 20, 1998
                                                       Boston, Massachusetts

     FOR VALUE RECEIVED, the undersigned, NEW ENGLAND AUDIO CO., INC., a 
Massachusetts corporation, and NEA DELAWARE, INC., a Delaware corporation (the 
"Borrowers"), jointly and severally, HEREBY PROMISE TO PAY to the order of 
BankBoston, N.A. (the "Lender") the principal sum of THIRTY MILLION DOLLARS 
($30,000,000) (or, if less, the aggregate unpaid principal amount of all 
Revolving Credit Advances made by the Lender to the Borrower pursuant to the 
Credit Agreement as hereinafter defined), together with interest on the unpaid 
principal from time to time outstanding at the rate or rates and computed and 
payable at the times as described in the Credit Agreement. The entire balance 
of outstanding principal and accrued and unpaid interest shall be paid in full 
on the Revolving Credit Termination Date (as defined in the Credit Agreement).

     This note represents indebtedness for one or more Revolving Credit 
Advances made by the Lender to the Borrower under the Amended and Restated 
Credit Agreement dated as of July 20, 1998 (as the same may be amended, 
modified or supplemented from time to time, the "Credit Agreement") by and 
among the Borrowers, the Lenders from time to time parties thereto and 
BankBoston, N.A., as Agent for the Lenders (the "Agent"). Capitalized terms 
used herein and not otherwise defined shall have the meaning set forth in the 
Credit Agreement.

     The Borrowers shall have the right, at any time, to voluntarily prepay all 
or any part of the outstanding principal amount of this note subject to the 
provisions of the Credit Agreement.

     In addition to the payment of interest as provided above, the Borrowers 
shall, jointly and severally, on demand, pay interest on any overdue 
installments of principal and, to the extent permitted by applicable law, on 
overdue installments of interest at the rate set forth in the Credit Agreement.

     The holder of this note is entitled to all the benefits and rights of a 
Lender under the Credit Agreement to which reference is hereby made for a 
statement of the terms and conditions under which the entire unpaid balance of 
this note, or any portion hereof, shall become immediately due and payable. Any 
capitalized term used in this note which is not otherwise expressly defined 
herein shall have the meaning ascribed thereto in the Credit Agreement.

     The Borrowers hereby waive presentment, demand, notice, protest and other 
demands and notices in connection with the delivery, acceptance or enforcement 
of this note.

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     No delay or omission on the part of the holder of this note in exercising 
any right hereunder shall operate as a waiver of such right or of any other 
right under this note, and a waiver, delay or omission on any one occasion 
shall not be construed as a bar to or waiver of any such right on any future 
occasion.

     The Borrowers, jointly and severally, hereby agree to pay on demand all 
reasonable costs and expenses, including, without limitation, reasonable 
attorneys' fees and legal expenses, incurred or paid by the holder of this note 
in enforcing this note on default.

     THE LENDER AND THE BORROWERS AGREE THAT NEITHER OF THEM NOR ANY OF THEIR 
ASSIGNEES OR SUCCESSORS SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, 
COUNTERCLAIM OR ANY OTHER ACTION BASED UPON OR ARISING OUT OF, THIS NOTE, THE 
CREDIT AGREEMENT, ANY LENDER AGREEMENT, ANY DOCUMENT, INSTRUMENT OR AGREEMENT 
EXECUTED IN CONNECTION WITH ANY OF THE FOREGOING, ANY COLLATERAL SECURING ALL 
OR ANY PART OF THE LENDER OBLIGATIONS OR THE DEALINGS OR THE RELATIONSHIP 
BETWEEN OR AMONG ANY OF THEM OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH 
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE 
PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY EACH OF THE LENDER 
AND THE BORROWERS WITH THEIR RESPECTIVE COUNSEL, AND THESE PROVISIONS SHALL BE 
SUBJECT TO NO EXCEPTIONS. NEITHER THE LENDER NOR ANY BORROWER HAS AGREED WITH 
OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE 
FULLY ENFORCED IN ALL INSTANCES.



                           [INTENTIONALLY LEFT BLANK]

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     This note shall be deemed to be under seal, and all rights and obligations 
hereunder shall be governed by the laws of The Commonwealth of Massachusetts 
(without giving effect to any conflicts of law provisions contained therein).

                                   NEW ENGLAND AUDIO CO., INC.


                                   By: /s/ Jeffrey S. Stone
                                   -------------------------------
                                   Name: Jeffrey S. Stone
                                   Title: President




                                   NEA DELAWARE, INC.


                                   By: /s/ Jeffrey S. Stone
                                   -------------------------------
                                   Name: Jeffrey S. Stone
                                   Title: President



                           [COPY -- NOT AN ORIGINAL]