THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED,
         HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (1) A REGISTRATION
         STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
         WITH RESPECT TO THESE SECURITIES, OR (2) PURSUANT TO A SPECIFIC
         EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER
         HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE
         COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT
         THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS
         OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE
         SECURITIES LAW.

                            VCS TECHNOLOGIES, INC.
                     UNSECURED FIXED-TERM PROMISSORY NOTE

$600,000.00                                                     August 12, 1998

1. Promise to Pay. For value received, VCS Technologies, Inc., a Delaware
corporation (the "Company"), promises to pay to the order of Chaim Sieger or
his assigns (the "Holder") at such place as the Holder may designate from time
to time, the principal amount of six hundred thousand dollars ($600,000).
Simple interest shall accrue on the unpaid principal amount hereof at the rate
of fourteen percent (14%) per annum (computed on the basis of a 360-day year
of twelve thirty-day months), such interest to begin accruing on the date
thirty (30) days prior to the "First Payment Date" (as defined below). The
aggregate sum of the principal amount hereof and all accrued and unpaid
interest shall be paid to the Holder in sixty (60) equal monthly payments, the
first payment due on the First Payment Date.

2. Certain Definitions. The term "IPO Closing" means the receipt by the
Company of all of the net proceeds resulting from the Company's proposed
initial public offering of securities. The term "First Payment Date" means (i)
if the IPO Closing occurs on or prior to November 30, 1998, then the first
business day of the second full calendar month following the IPO Closing; or
(ii) if the IPO Closing does not occur on or prior to November 30, 1998, then
January 15, 1999.

3. Waiver of Notice. The Company waives presentment for payment, demand for
payment, notice of nonpayment, notice of protest, protest, and notice of
dishonor of this Term Note, and consents to and authorizes the Holder, without
notice, to grant extensions of time for payment, renew, extend, modify, waive,
accelerate, compromise, settle or release any obligation of any party
obligated hereunder, from time to time. The Holder shall not by any act of
omission or commission be deemed to waive any of his or its rights or remedies
hereunder unless such waiver be in writing and signed by the Holder and then
only to the extent specifically set forth therein; a waiver of one event shall
not be construed as continuing or as a bar or waiver of such right or remedy
on a subsequent event.

4. Prepayment. The Company shall have the right to prepay all or part of the
outstanding principal amount hereof at any time without penalty.

5. New York Law. This Term Note is made in the State of New York and shall be
governed, construed, and interpreted as to validity, enforceability, and in
all other respects in accordance with the laws of the State of New York.

6. Right to Cure. The Company shall have the right to cure any monetary
default within ten (10) days from the date any payment is due.

7. No Unlawful Interest.  Anything herewith contained to the contrary 
notwithstanding, the




Company does not agree and shall not be obligated to pay any amounts which
would render this obligation usurious or otherwise unlawful. The Company
agrees to pay the maximum amount permitted by law in the event that any
amounts provided in this Term Note exceed the maximum amount permitted by law.

8. Binding Effect. The provisions of this Term Note are binding on the assigns
and successors of the Company and shall inure to the benefit of the Holder and
his assigns.

9. Non-Negotiable. The Holder agrees that this Term Note is non-negotiable,
and may only be transferred in accordance with the laws of descent and
distribution.

10. No Conversion. This Term Note is not convertible into any other securities
of the Company.

         IN WITNESS WHEREOF, the Company has caused this Term Note to be
signed as of the date set forth above.

                                         VCS Technologies, Inc.

                                         /s/ William Wheaton III
                                         ---------------------------
                                         William Wheaton III
                                         President