Intercompany Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD,
UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


SUBORDINATED PROMISSORY NOTE DUE 2010


$59,100,000.00 August 7, 1997
New York, New York


DECISIONONE HOLDINGS CORP., a Delaware corporation (the "BORROWER"), for value received, hereby promises to pay, in lawful money of the United States in immediately available funds, to DecisionOne Corporation, a Delaware corporation, or its registered assigns (the "HOLDER"), at 50 East Swedesford Road, Frazer, Pennsylvania 19355, or such other place as the Holder may designate from time to time, on August 31, 2010, the principal sum of Fiftynine Million One Hundred Thousand Dollars (the "PRINCIPAL AMOUNT"). Interest (computed on the basis of a 360-day year of twelve 30-day months) will be paid in cash or accrued at the rate of 8.25% per annum on the Principal Amount from time to time remaining unpaid hereon, semi-annually on November 30 and May 31 of each year (commencing on November 30, 1997) until said Principal Amount shall be paid in ful ...