NationsBank
NationsBank of Texas, N.A


MASTER REVOLVING PROMISSORY NOTE


$150,000,000.00                         Dated effective as of March 31,
1994

     FOR VALUE RECEIVED, the undersigned, COMPUCOM SYSTEMS, INC. a
Delaware corporation (" Borrower") hereby promises to pay to the order
of NATIONSBANK OF TEXAS, N.A., a national bank with its principal office
located at NationsBank Plaza, 6th Floor, 901 Main Street, Dallas, Texas
75202 ("Lender"), the principal amount of ONE HUNDRED FIFTY MILLION AND
NO/100 DOLLARS ($150,000,000.00) or such lesser amount as may from time
to time be advanced and remain unpaid and outstanding hereunder,
together with accrued interest as provided hereinbelow.

     This promissory note is executed and delivered by Borrower pursuant
to the certain Financing and Security Agreement dated effective as of
August 4, 1993, as amended by the certain First Amendment to Financing
and Security Agreement dated effective as of March 31,1994, each between
Lender and Borrower (hereinafter called the "Financing and Security
Agreement") and is the Revolving Note as defined therein. All terms
defined in the Financing and Security Agreement, wherever used herein,
shall have the same meaning prescribed by the Financing and Security
Agreement.

     All loans from time to time requested by Borrower hereunder are
subject to the terms and provisions of the Financing and Security
Agreement. The maximum principal amount at any time outstanding
hereunder shall not at any time exceed the Availability. The unpaid
principal from day to day outstanding under this promissory note shall
bear interest at the applicable rate prescribed by the Financing and
Security Agreement. Lender's records shall be conclusive proof of loans,
payments and interest accruals thereunder, absent proof by Borrower of
error.

     All unpaid principal and accrued interest under this promissory
note shall be payable as follows: (a) accrued interest on the Category I
Facility Balance and on any portion of the Category II Facility Balance
accruing interest according to the Contract Rate shall be payable
monthly on the last day of each calendar month, and (b) accrued interest
on any Tranche accruing interest according to a LIBOR Fixed Rate shall
be payable monthly on the last day of each calendar month and on the
last day of the Interest Period applicable to such Tranche. Subject to
Lender's rights under Article VIII of the Financing and Security
Agreement, all unpaid principal borrowed under the Facility and all
unpaid accrued interest thereon, and all other amounts payable hereunder
relative to the Facility, shall be due and payable to Lender in full on
the last day of the Contract Term.  To the extent that any accrued
interest is not paid prior to the fifth day following its due date as
specified above, Lender may at its option (but with no obligation to do
so), add the amount of such accrued interest to the unpaid principal due
by Borrower under the Facility, in which event such amount will be
deemed paid and the aggregate amount thereof shall be treated as a loan
under the Facility. Any payment which is due on a day which is not a
Business Day shall instead be deemed to be due on the next succeeding
Business Day, and interest thereon shall accrue and be payable at the
then applicable rate during the time of such extension.

     If at any time, from time to time, the aggregate unpaid principal
amount outstanding hereunder exceeds the Availability, Borrower shall
make an immediate payment of principal in an amount not less than the
amount of such excess and all such amounts, if any, shall be payable on
demand.

     No delay by Lender in the exercise of any power or right hereunder
shall operate as a waiver or impair Lender's rights and remedies under
this promissory note or the Loan Documents. Except as specifically
provided in the Financing and Security Agreement, Borrower and each
other party ever liable hereunder severally hereby expressly waives
presentment, demand, notice of intention to demand, notice of intention
to accelerate, notice of acceleration, protest, notice of protest and
any other notice of any kind, and agrees that its liability hereunder
shall not be affected by any renewals, extensions or modifications, from
time to time, of the time or manner of payment hereof, or by any release
or modification of any Collateral.

     This promissory note in all respects is subject to the Financing
and Security Agreement. All obligations and indebtedness from time to
time evidenced hereby are secured by continuing security interests and
liens in all Collateral.  Proceeds of Collateral shall be subject to the
financing and Security Agreement.

     Borrower hereby promises to pay to Lender all fees, costs and
expenses incurred by Lender in enforcement and collection of any amounts
under this promissory note, including without limitation, reasonable
attorneys fees.

     In no contingency or event whatsoever shall the amount of interest
under this promissory note paid by Borrower, received by Lender, agreed
to be paid by Borrower, or requested or demanded to be paid by Lender,
exceed the Maximum Rate. In the event any such sums paid to Lender by
Borrower would exceed the maximum amount permitted by applicable law,
Lender shall automatically apply such excess to any unpaid principal or,
if the amount of such excess exceeds said unpaid principal, such excess
shall be paid to Borrower. All sums paid, or agreed to be paid, by
Borrower hereunder which are or hereafter may be construed to be
compensation for the use, forbearance, or detention of money shall be
amortized, prorated, spread and allocated in respect of the Obligations
throughout the full Contract Term until the Obligations are paid in
full. Notwithstanding any provisions contained in the Loan Documents or
herein, Lender shall never be entitled to receive, collect or apply as
interest any amount in excess of the Maximum Rate and, in the event
Lender ever receives, collects, or applies any amount that otherwise
would be in excess of the Maximum Rate, such amount shall automatically
be deemed to be applied in reduction of the unpaid principal balance of
the Obligations and, if such principal balance is paid in full, any
remaining excess shall forthwith be paid to Borrower. In determining
whether or not the interest paid or payable under any specific
contingency exceeds the Maximum Rate, Borrower and Lender shall, to the
maximum extent permitted under applicable law, (i) characterize any non-
principal payment as a standby fee, commitment fee, prepayment charge,
delinquency charge or reimbursement for a third-party expense rather
than as interest, (ii) exclude voluntary prepayments and the effect
thereof, and (iii) amortize, prorate, allocate and spread in equal parts
throughout the entire period during which the indebtedness was
outstanding the total amount of interest at any time contracted for,
charged or received. Nothing herein contained shall be construed or so
operate as to require Borrower to pay any interest, fees, costs, or
charges greater than is permitted by applicable law. Subject to the
foregoing, Borrower hereby agrees that the actual effective rate of
interest from time to time existing with respect to loans made by Lender
to Borrower hereunder, including all amounts agreed to by Borrower or
charged or received by Lender, which may
be deemed to be interest under applicable law, shall be deemed to be a
rate which is agreed to and stipulated by Borrower and Lender in
accordance with applicable law.

     This promissory note is in renewal and increase of the certain
promissory note dated effective as of August 4, 1993 executed by
Borrower payable to the order of Lender in the face amount of
$125,000,000.00 (the "August 1993 Revolving Note").  All obligations and
indebtedness previously evidenced by the August 1993 Revolving Note
hereby is renewed and hereafter shall be deemed outstanding under, and
payable in accordance with, this promissory note.

     This promissory note may not be changed, amended or modified except
in writing executed by Lender and Borrower.

     This promissory note shall be governed by and construed according
to the laws of the State of Texas, except as to provisions relating to
the rate of interest to be charged on the unpaid principal hereof, in
which case, to the extent federal law otherwise would allow a higher
rate of interest than would be allowed by the laws of the State of
Texas, such federal law shall apply.



THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


NATIONSBANK OF TEXAS, N.A.               COMPUCOM SYSTEMS, INC.


By:__________________________________
By:_______________________________
     Dan Lane                              Robert J. Boutin
     Assistant Vice President                    Senior Vice President,
Finance
                                        and Chief Financial Officer


                                   COMPUCOM SYSTEMS, INC.


                                   By:_______________________________
                                        Robert J. Boutin
                                        Senior Vice President, Finance
                                        and Chief Financial Officer