NON-RECOURSE
                                   PROMISSORY NOTE
                                   ---------------



                                                       New York, New York
                                                       July 17, 1995


                    FOR VALUE RECEIVED, the undersigned, ANTHONY J. CATALDO
          (the "Maker"), hereby promises to pay to the order of  MANAGEMENT
          TECHNOLOGIES, INC. (the "Holder"), the principal sum of $280,000,
          without interest, payable as per the terms and conditions of  the
          Separation and  Release  Agreement  dated July  6,  1995  by  and
          between the Maker and the Holder.

                    1.  Payment of principal is to be made at such  address
          as to which Holder shall notify  the Maker, in writing, prior  to
          maturity, in lawful money of the United States.

                    2.  If, under any bankruptcy or insolvency law or other
          law for the  reorganization arrangement,  composition or  similar
          relief or  aid  of  debtors  or creditors:    (a)  the  Maker  is


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          adjudicated a bankrupt,  or takes  or seeks  to take  or to  have
          taken, or consents to the taking  of, any action with respect  to
          him or a substantial  part of his property  or affairs, or (b)  a
          Court or other governmental  authority of competent  jurisdiction
          (i) approves  a petition  seeking any  such  relief or  aid  with
          respect to  the  Maker, (ii)  appoints  a trustee,  receiver,  or
          liquidator of the Maker or of  substantially all of his  property
          or affairs, or (iii) assumes custody or control of  substantially
          all of the property or affairs of the Maker; and, in both  cases,
          such approval or appointment  is not vacated,  or the custody  or
          control is not terminated,  within sixty (60)  days or stayed  on
          appeal, then, at the option of the Holder, the Holder may declare
          the unpaid balance of the principal, if not then due and payable,
          to be due and payable.

                    3.   This  Note  and  the  rights  of  the  Holder  and
          obligations of the Maker hereunder are subject to the  provisions
          of a  Pledge Agreement  by and  between  Anthony J.  Cataldo  and
          Management Technologies,  Inc.  dated  July    ,  1995,  and  the
          Separation and Release Agreement as stated herein.

                    4.   The Maker  shall  have  the  right  of  prepayment
          subject to Paragraph 3 herein.




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                    5.   Holder agrees that  Maker will  not be  personally
          responsible for payment, other than the pledge of stock of  Maker
          as  provided in the Pledge Agreement stated herein.

                    6.   In the  event of  any default  which shall  remain
          uncured for a period of ten  (10) days, the Holder thereof  shall
          have the  right to  accelerate payment  of all  principal and  be
          entitled to receive  reasonable attorneys' fees  in the event  an
          attorney is required to collect the amount due.


                                             /s/ Anthony J. Cataldo
                                             ----------------------

                                             ANTHONY J. CATALDO