$217,000.00


     Promissory Note Dated January 5, 1995 

     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., a Delaware corporation ("Holder"), the 
principal sum of Two Hundred Seventeen Thousand Dollars ($217,000.00) 
with interest at Prime Rate plus one percent (1 %) thereon as provided 
below.  Payments due Holder under this Note shall be payable in cash in 
the manner, and at the time provided below, at the office of Holder 
located at 10100 North Central Expressway, Dallas, Texas 75231.

1.     Payment of Principal

     The principal and interest of this Note shall be due and payable 
seven (7) days following the sale of residence in Marietta, Georgia.  
However, in the event the employment of Borrower by Holder terminates 
prior to the full payment, any unpaid balance shall become immediately 
due and payable.

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 owed against 
any amount of unpaid principal.

3.     Default

     If Borrower shall fail to make the payment of principal and 
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 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 effective on the date on which a change in the Prime Rate 
occurs.

4.     Prepayment

     Borrower may prepay the principal of this Note, from time to time, 
in whole or in part, without premium or penalty provided that all 
accrued and unpaid interest thereon is paid at that time.

5.     Events of Default

     (a)     Any of the following shall constitute an "Event of Default" 
as the term is used herein:

          (i)     a default in the payment by Borrower to Holder of 
principal under this Note after 10 days notice from Holder of the 
failure of Borrower to make a payment required under this Note; or

          (ii)     institution of any proceedings by or against Borrower 
under any Bankruptcy or insolvency statute or Borrower's assignment for 
the benefit of creditors or the appointment of a receiver, trustee, 
conservator or other judicial representative for Borrower or borrower's 
property.

     (b)     Any notice by Holder sent to Borrower at the address 
specified below, or such other address of Borrower as may from time to 
time be shown on Holder's records, at least five days prior to the 
action contemplated in such notice, shall constitute reasonable notice 
to Borrower.

     (c)     Waiver by Holder of any Event of Default hereunder shall 
not constitute a waiver of any subsequent Event of Default.

     (d)     Borrower hereby waives presentment for payment, notice of 
demand, notice of nonpayment or dishonor, protest, notice of protest and 
all other notices in connection with the delivery, acceptance, 
performance, default or enforcement of payment of the Note, and thereby 
waives all notice or right of approval of any extension, renewals, 
modifications or forbearance which may be allowed.


6.     Security for Note

     This Note is secured by a second mortgage on residence as described 
below:

                    965 Muirfield Drive
                    Marietta, Georgia  30068

7.     Other

     (a)     Borrower irrevocably empowers Holder or his agent as 
Borrower's agent for service of process in any and all such actions 
which may be instituted against Borrower by Holder, provided that such 
process be forwarded within five days by said agent to Borrower.

     (b)     All rights of Holder hereunder shall inure to the benefit 
of his heirs, executors, administrators, successors and assigns and all 
obligations of Borrower shall bind his heirs, executors, administrators, 
successors and assigns.

     (c)     Borrower hereby agrees to pay all reasonable expenses 
incurred by Holder incidental to or in any way relating to Holder's 
enforcement of the obligations of the Borrower hereunder, including, but 
not limited to reasonable Attorney's fees incurred by Holder.

     (d)     Notices required to be given hereunder shall be deemed 
validly given if sent first class mail, postage prepaid to:

          If to Holder:               CompuCom Systems, Inc.
                              10100 N. Central Expwy.
                              Dallas, Texas 75231
                              Attention:  Robert J. Boutin

          If to Borrower:               James W. Dixon
                              5447 Surrey Circle
                              Dallas, TX  75209

     (e)     Any provision hereof found to be illegal, invalid or 
unenforceable for any reason whatsoever shall not affect the validity, 
legality or enforceability of the remainder hereof.

     (f)     This Note shall be governed by the laws of the State of 
Texas.

     IN WITNESS WHEREOF, the undersigned has set his hand and seal as of 
the date first above written.




                                                            
                              James W. Dixon



WITNESS: