Installment Promissory Note

INSTALLMENT PROMISSORY NOTE


$210,000.00 November 1, 1994


For value received, the sufficiency and receipt of which is hereby acknowledged, James W. Dixon ("Borrower"), promises to pay to the order of CompuCom Systems, Inc. ("Holder"), the principal sum of Two Hundred and Ten Thousand and 00/100 Dollars ($210,000) with interest at the Prime Rate of NationsBank of Texas, N.A., which rate shall be adjusted for changes in the Prime Rate effective on the date on which a change in the Prime Rate occurs. Payments due Holder under this Note shall be payable in cash in the manner and at the times provided below, at the office of Holder located at 10100 North Central Expressway, Dallas, Texas 75231.


1. Payment of Principal


On or before the payment by Holder to Borrower of an annual bonus payable on or before March 31, 1995, $70,000 of the unpaid principal of this Note together with all accrued interest owing thereon shall be due and payable. On or before December 31, 1996, the remaining unpaid principal of this Note ($140,000) together with all accrued interest owing thereon shall be due and payable. However, in the event the employment of Borrower by Holder terminates prior to the full payment of this Note, any unpaid principal balance of this Note together with all accrued interest owing thereon shall become immediately due and payable at the time of such termination of Borrower's employment.


2. Right of Offset


If Borrower does not pay principal or interest on time, or in the event the employment of Borrower terminates, Holder has the right to offset any unpaid commissions, salary, vacation or bonuses owned to Borrower against any amount of unpaid principal or accrued interest owing on this Note.


3. Default


If Borrower shall fail to make the payment of any principal or interest when due, the amount thereof shall bear simple interest, from and after the date such payment was due until payment is made, at a rate per annum equal to four (4) percentage points in excess of the Prime Rate of NationsBank of Texas, N.A., which rate shall be adjusted for changes in the Prime Rate ef ...