EXHIBIT 10.2
[Fleet Logo]                                                          Fleet Bank

January 1, 1997


Pam Kaplan
Manager, Corporate Tax and Treasury Services
Kronos Inc.
300 Billerica Road
Chelmsford, MA 01824

Dear Pam:

Fleet National Bank (the "Bank") is pleased to offer an informal credit facility
effective  January  1,  1997 to Kronos  Incorporated  ("Kronos")  for  aggregate
advances  not to exceed  $3,000,000.  This  facility  must not be construed as a
binding  commitment  to lend,  but rather an indication  of our  willingness  to
provide funds on an as offered  basis.  As such, it may be withdrawn by the Bank
at any time. This letter agreement  supersedes the Loan Agreement between Kronos
Incorporated  and Fleet Bank of  Massachusetts,  N.A. and the First Amendment to
Loan Agreement dated January 24, 1995, collectively the ("Loan Documents").  The
referenced  line of credit facility in the Loan Documents will be canceled as of
the effective date of this facility.

Advances  hereunder will be made only if in the opinion of the Bank, in its sole
discretion,  there has been no material  adverse change of  circumstances in the
condition  of Kronos,  financial  or  otherwise,  and if there exists no default
under any loan  documentation  executed  by you.  Advances  shall be  payable on
demand,  and shall bear  interest  at your  option of either the "Prime  Rate or
Libor + 1.75%.  The term  "Prime  Rate" as used  herein  shall  mean the rate of
interest  announced by Bank from time to time at its Boston offices as its Prime
Rate,  the term Libor  Rate shall mean the rate  offered to the Bank by banks in
the London  interbank  market.  Prepayment  penalties  will apply only if Kronos
elects  to borrow at Libor + 1.75%  and,  only if Kronos  does not give the Bank
thirty  days  written  notice  of its  intent to  repay.  Interest  and fees are
calculated on the basis of a 360-day year and actual days elapsed.

Please  indicate your  acceptance  of this credit  facility by signing below and
returning one copy to my attention.

Sincerely,

/s/ Ann M. Dillon
Ann M. Dillon
Vice President

ACCEPTED BY:
Kronos Incorporated

/s/ Paul Lacy
Name

V.P. Finance and Administration
Title
February 6, 1997
Date

cc:  Paul A. Lacy

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[Fleet Bank Logo]                                     Commercial Promissory Note
--------------------------------------------------------------------------------

______, Massachusetts                                         ____________, 19__

         FOR VALUE RECEIVED, I, the undersigned,  promise to pay to the order of
Fleet Bank of  Massachusetts,  National  Association (with any subsequent holder
referred  to in this  note as "you")  at any of your  offices,  the sum of Three
Million and 00/100 DOLLARS  ($3,000,000.00) with interest in accordance with the
provisions below which are marked.


INTEREST RATE
I will pay interest on the unpaid principal balance of this Note as follows, but
in no event will interest  exceed the maximum rate  permitted by law: X FLOATING
RATE.  At the  aggregate of the Bank's Prime Rate as the Bank  announces it from
time to time, or Libor plus 1.75% percent
   per annum.  Changes in the Bank's  Prime Rate as the Bank  announces  it from
   time to time are to take  effect,  for the purposes of the  determination  of
   interest on this Note, when made effective generally to loans by the Bank.

_  FIXED RATE. At the rate of _______ percent per annum.

_  DISCOUNT.  Interest to maturity has been  deducted  from the proceeds of this
   Note.  Interest at the rate of __________  percent per annum shall be paid on
   any  amount  not paid  when due  hereunder  until  that  amount  and any such
   interest are so paid.


INTEREST PAYMENTS
I will pay interest at the above rate as follows:
X  PERIODICALLY.  Monthly/Quarterly/Monthly,  in  arrears,  with the first  such
   payment due on the _____ day of _________, 19___, and each subsequent payment
   due   on   the   corresponding   day   of   each   calendar    month/calendar
   quarter/_______________ thereafter.

_  AT MATURITY. At the maturity of this Note.

_ INTEREST INCLUDED IN REPAYMENTS. Interest is included in the payment(s) to be 
  made pursuant to the Repayment Provisions below.


REPAYMENT PROVISIONS
In addition to any interest payments to be made as indicated above, I will pay 
you the amount stated above as follows:
X ON DEMAND. On demand by you.

_  PAYMENTS  TO BE MADE  UNTIL  DEMAND.  On  demand  by you,  with  payments  of
   $____________  each to be made monthly  unless and until such demand is made.
   The first such payments shall be due on the ______ day of __________,  19____
   (if you have not made  demand  before  then)  and  unless  and until you make
   demand, each subsequent payment shall be due on the corresponding day of each
   month thereafter.

_ TIME. ______________ days after the date hereof on _______________, 19____.

_  INSTALLMENTS.  In __________ consecutive monthly installments,  of which each
   but the last shall be $________  and the final of which shall be equal to the
   then  unpaid  principal  balance  of this Note plus all  accrued  and  unpaid
   interest  thereon.  The first such  monthly  installment  shall be due on the
   ______ day of __________, 19____ and each subsequent installment shall be due
   on the corresponding  day of each month  thereafter,  with the balance of all
   principal and interest due on ____________, 19____.


PREPAYMENT.  I will be  entitled  to  prepay  this note as  follows:  Prepayment
penalties  will apply only if Kronos elects to borrow at Libor + 1.75% and, only
if Kronos  does not give the Bank thirty  days  written  notice of its intent to
repay.

LATE CHARGES.  Upon default for more than fifteen (15) days in the making of any
payment of principal or interest on this Note. I will pay you,  upon demand,  in
addition to all other amounts  payable  hereunder,  a late charge equal to three
percent  (3%) of the payment due, but in no event are such charges to exceed the
maximum permitted by law.

APPLICATION OF PAYMENTS.  Any payments you receive from me will be applied first
to any accrued and unpaid interest and then to the unpaid  principal  balance of
this Note.  If any  payment  under this Note  becomes due and payable on the day
upon which  your  office is legally  closed to  business,  the due date shall be
extended  to the next  succeeding  business  day and  interest  shall be payable
during such extension at the rate stated above.

EACH BORROWER AND ENDORSER  LIABLE.  If more than one borrower has signed below,
each of us has made  all of the  promises  contained  in this  Note,  and we are
jointly and severally  liable for all  obligations  on this Note. If one or more
endorser  has  signed  below,  each  endorser  agrees to all terms of this Note,
including without limitation the provisions relating to Security.

     This Note is subject to the terms,  provisions  and conditions set forth on
the reverse side of this page.  Signed as an  instrument  under seal on the date
stated above.

BORROWER(S)

------------------------------------------------
Name of Borrower

By: _____________________________________________
       Name                      Title

By: _____________________________________________
       Name                      Title

Address: _________________________________________

         -----------------------------------------

By: _____________________________________________
       Name                      Title

Address: _________________________________________


(ENDORSER(S):

------------------------------------------------

------------------------------------------------

<PAGE>




EVENTS  OF  DEFAULT.  Upon the  occurrence  of any one or more of the  following
Events of  Default,  the entire  unpaid  principal  balance of this Note and all
unpaid accrued  interest  hereunder shall become  immediately due and payable at
your  option and  without  notice or demand.  In  addition,  at your  option and
without notice or demand, the occurrence of any such Event of Default shall also
constitute a default under all  agreements  between you and me as well as of all
instruments and papers that I have given to you. Events of Default are:

     (a) my failure to pay when due (or upon  demand,  if payable on demand) any
amount due on this Note or any other amount I owe you; (b) my failure  promptly,
punctually,  and  faithfully  to perform any other  obligation  or discharge any
liability  of mine to you; (c) your  determination  that any  representation  or
warranty I made to you in any document,  instrument,  agreement or paper was not
true or accurate  when given;  (d) the  occurrence of any event of default under
any agreement  between you and me or under any  instrument or paper I have given
to you notwithstanding  that you may not have exercised your rights upon default
under any such other agreement, instrument or paper; (e) any act by, against, or
relating to me or my property or assets,  which act  constitutes the application
for,  consent to, or sufferance of, the appointment of a receiver,  trustee,  or
other person,  pursuant to court action or otherwise  over all or any part of my
property,  the granting of any trust  mortgage or execution of an assignment for
the  benefit  of my  creditors  or the  occurrence  of any  other  voluntary  or
involuntary  liquidation  or  extension  of debt  agreement  for me; my  written
admission  of my  inability  to pay my debts as they  mature;  the filing of any
complaint,  application,  or petition by or against me initiating  any matter in
which I am or may be granted  any relief  from my debts  pursuant to the Federal
Bankruptcy  Code or pursuant to any other  insolvency  statute or procedure;  my
offering  by  or  entering  into  any  composition,   extension,  or  any  other
arrangement  seeking  relief or extension for my debts or any other  judicial or
non-judicial proceeding or agreement by, against, or including me which seeks or
intends to accomplish a reorganization  or arrangement  with creditors;  (f) the
imposition  of any lien upon my assets or the entry of any judgment  against me,
which lien is not  discharged,  or judgment  appealed from or satisfied,  within
fifteen (15) days after its imposition or entry; (g) any material adverse change
in my  assets,  liabilities,  property,  business  or  condition,  financial  or
otherwise;  (h) the occurrence of any event or  circumstance  with respect to me
such  that you deem  yourself  to be  insecure;  (i) my  death,  termination  of
existence, dissolution, winding up, or liquidation; (j) the occurrence of any of
the foregoing Events of Default with respect to any guarantor or endorser to you
of my  liabilities  to you, as if such guarantor or endorser were a borrower who
signed this Note.

     LOAN DOCUMENTS:  SECURITY.  The following loan documents and security  
instruments are  incorporated  herein by reference with the same force and 
effect as if set forth herein in full:
================================================================================
================================================================================

The execution,  endorsement or guaranty of this Note  constitutes a confirmation
by each person that any  security  interest  listed above which was given to you
before the date hereof shall  continue in effect as security  for this Note.  In
addition to the foregoing, any and all of the deposits or other sums at any time
credited by or due from you to me or to any  endorser or guarantor of this Note,
and any cash,  securities,  instruments,  or other  property  of mine or of such
endorser or guarantor in your possession, whether for safekeeping, or otherwise,
shall at all times constitute  security for this note, and for any and all of my
liabilities  to you  including,  without  limitation,  the  liability  evidenced
hereby,  and may be applied or set off by you against  such  liabilities  at any
time  whether  or not such  liabilities  are then due and  whether  or not other
collateral is available to you.

     COSTS AND EXPENSES.  I and each  endorser and guarantor of this Note,  will
pay all costs and expenses, including, without limitation, reasonable attorneys'
fees and all expenses  and  disbursements  of counsel,  in  connection  with the
protection or  enforcement of any of your rights against me or any such endorser
and guarantor and against any collateral given to you to secure this Note or any
other of my liabilities or of such endorser and guarantor to you (whether or not
suit is instituted by or against you).

     ASSIGNABILITY  BY YOU. You may assign and transfer this note to any person,
firm or  corporation  and deliver to the  assignee  any  collateral  or security
interest you hold in connection with this Note. In the event of such assignment,
you will have no  further  responsibility  or  liability  with  respect  to such
collateral  or  security  interest,  and the terms of this Note and any  related
documents shall inure to the benefit of your assignee and its  successors.  This
Note shall be binding upon me and each endorser and guarantor hereof and upon my
and their respective heirs, successors, assigns, and representatives,  and shall
inure to the benefit of you and your successors and endorsees.

     SEVERABILITY.  If any  provision of this Note is deemed by any court having
jurisdiction  thereof to be invalid or  unenforceable,  the other  provisions of
this Note shall remain in full force and effect.  If any  provision of this note
is deemed by any such court to be  unenforceable  because such  provision is too
broad in scope,  such provision shall be construed to be limited in scope to the
extent such court shall deem necessary to make it enforceable.  If any provision
is deemed  inapplicable  by any such  court to any person or  circumstances,  it
shall nevertheless be construed to apply to all other persons and circumstances.

     WAIVER.  No delay or omission by you in exercising or enforcing any of your
powers, rights, privileges,  remedies, or discretions hereunder shall operate as
a waiver  thereof on that occasion nor on any other  occasion.  No waiver of any
default hereunder shall operate as a waiver of any other default hereunder,  nor
as a continuing waiver.

     ENDORSEMENT.  Each  endorser,  jointly  and  severally  if more  than  one,
unconditionally   guarantees   prompt  payment  when  due,  by  acceleration  or
otherwise, of this Note, regardless of its genuineness,  validity, regularity or
enforceability  and  waives  any right to require  you to  proceed  against  the
Borrower  or any  collateral  which you might  have been  granted  to secure any
endorser's liabilities under this Note.

     PRESENTMENT,  EXTENSION.  I and each  endorser  and  guarantor of this Note
respectively waive presentment, demand, notices, and protest, and also waive any
delay on the part of the holder  hereof.  Each assents to any extension or other
indulgence  (including,  without  limitation,  the release of any other party to
this Note or the release or substitution  of collateral)  which you permit me or
any such endorser or guarantor with respect to this Note or any collateral given
to  secure  this  Note  and any  other  liability  of mine or such  endorser  or
guarantor to you.

     MISCELLANEOUS.  My  liabilities  and those of any  endorser or guarantor of
this Note are joint and several;  provided,  however,  your release of me or any
endorser or guarantor shall not release any other person obligated on account of
this Note.  Each reference in this Note to me, any endorser,  and any guarantor,
is to such person  individually and also to all such persons jointly.  No person
obligated  on account of this Note may seek  contribution  from any other person
also obligated  unless and until all  liabilities to you of the person from whom
contribution is sought have been satisfied in full.

     I and each  endorser and  guarantor of this Note  authorize you to complete
     this Note if delivered in incomplete form, in any respect.

     This Note is delivered to you at one of your offices in  Massachusetts  and
shall be governed by the laws of the Commonwealth of  Massachusetts.  I and each
endorser and guarantor of this Note submit to the  jurisdiction of the courts of
the  Commonwealth of  Massachusetts  for all purposes with respect to this Note,
any  collateral  given to secure their  respective  liabilities  to you or their
respective liabilities to you or their respective relationships with you.