New York, NY                                                    September 4, 2001                                 PROMISSORY NOTE     FOR VALUE RECEIVED, the undersigned, MARK A. BELNICK ("Borrower"), herebypromises to pay to the order of TME Management Corp., a Delaware corporation("Lender"), in lawful money of the United States of America, at its offices at15 Hampshire Street, Mansfield, MA 02048, on September 3, 2006, the principalsum of Ten Million Fifty-Six Thousand Seven-Hundred Sixty-Seven Dollars andEighty-Four Cents ($10,056,767.84). This Note will bear no interest to the dateof maturity but thereafter will bear interest at the rate of one (1) percent perannum over the prime rate as announced by Chase Morgan Bank in effect on thematurity date and from time to time thereafter, or at the legal rate, whicheveris greater, as allowed by and determined in accordance with applicable law,until fully paid.     This Promissory Note is secured by that certain Trust Deed of even dateherewith, by and among Borrower and Randy Belnick, husband and wife, EquityTitle Insurance Agency, as Trustee, and Lender, as Beneficiary.     In the event that Borrower shall fail to make full and timely payment ofthe principal payment hereunder when due, then the entire unpaid principalamount of this Promissory Note shall automatically become immediately due andpayable without demand or notice, and Borrower shall pay such further amount asshall be sufficient to cover all costs and expenses (including reasonableattorneys' fees) directly or indirectly incurred by Lender in connection withthe collection of this Note.     Borrower hereby waives notice of default, notice of acceleration, notice ofprepayment, presentment, protest or notice of dishonor.                                                  /s/ Mark A. Belnick                                                  -------------------                                                  MARK A. BELNICK