Exhibit 10.d (cont.) 






                                                             PHJ&W DRAFT
                                                                 1/30/96

                             PROMISSORY NOTE



$7,138,888.78                                      February _, 1996
                                                   New York, New York

         FOR  VALUE RECEIVED, the undersigned, C.I.S., INC., an Oklahoma
corporation  ("Borrower"), hereby unconditionally promises to pay to the

order  of GENERAL ELECTRIC CAPITAL CORPORATION ("Lender"), at the office
of  LENDER  located at 201 High Ridge Road, Stamford, Connecticut 06927,
in  lawful  money  of  the  United  States of America and in immediately
available funds, the principal amount of the lesser of (a) SEVEN MILLION
ONE  HUNDRED THIRTY EIGHT THOUSAND EIGHT HUNDRED EIGHTY EIGHT AND 78/100
($7,138,888.78)  and  (b)  the  aggregate unpaid principal amount of the
Tranche  A  Term  Loan, the Tranche B Term Loan, the Tranche C Term Loan
and  the  Tranche  D  Term  Loan (collectively, the "Term Loan") made by
Lender to Borrower pursuant to the Credit Agreement referred to below on
the  dates and in the principal amounts provided in the Credit Agreement
referred  to  below.    All  capitalized terms, unless otherwise defined
herein, shall have the respective meanings assigned to such terms in the
Credit Agreement referred to below.

         Borrower further agrees to pay interest on the unpaid principal
amount outstanding hereunder from time to time from February 1, 1996, in
like  money  and  funds at such office at the rates per annum and on the
dates  provided in the Credit Agreement referred to below.  The date and
amount  of  each  Term  Loan  made  by  Lender  to Borrower, the rate of
interest  applicable  thereto  and  each  payment made on account of the
principal  thereof,  shall  be recorded by Lender on its books, provided
that the failure of Lender to make any such recordation shall not affect
the  obligations  of  Borrower  to make a payment when due of any amount
owing  under  the  Credit Agreement referred to below or this Promissory
Note in respect of the Term Loan made by Lender.

         This  Promissory  Note  is  the  Term  Note  referred to in the
Amended  and  Restated  Credit  Agreement, dated as of February 1, 1996,
among  Borrower,  C.I.S.  Technologies,  Inc.  and  Lender  (as amended,
supplemented,  restated  or  otherwise  modified  from time to time, the
"Credit  Agreement"), is entitled to the benefits thereof, is secured as
provided  therein and is subject to optional and mandatory prepayment in
whole or in part as provided therein.

         If  any payment of this Promissory Note becomes due and payable
on  a  day  other  than  a  Business  Day, the maturity thereof shall be
extended  to  the  next  succeeding  Business  Day  and, with respect to
payments  of  principal,  interest  thereon shall be payable at the then
applicable rate during such extension.

         Upon the occurrence of any one or more of the Events of Default
specified  in the Credit Agreement, all amounts then remaining unpaid on
this Promissory Note shall become, or may be declared to be, immediately
due and payable, all as provided therein.

         Borrower  expressly  waives  diligence,  presentment,  protest,
demand and other notices of any kind.

         THIS  PROMISSORY  NOTE  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED  IN  ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.






           STM-63911.1 
 






         This  Promissory  Note is in substitution and exchange for (but
not  in  payment  of)  that certain Amended and Restated Promissory Note
dated  October  31,  1994  in  the original amount of $3,250,000 made by
Borrower and HBA in favor of Lender.

         IN WITNESS WHEREOF, Borrower has caused this Promissory Note to
be  duly executed and delivered under seal by its officer thereunto duly
authorized as of the date hereof.

                           C.I.S., INC.



                           By:     /s/ Richard A. Evans
                           Name:   Richard A. Evans
                           Title:  Treasurer























































                                                                  -2-