NationsBank
NationsBank of Texas, N.A.




                MASTER REVOLVING PROMISSORY NOTE


$175,000,000.00          Dated effective as of April 26 , 1995

     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 SEVENTY FIVE MILLION AND
NO/100 DOLLARS ($175,000,000.00) 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, the certain
Second Amendment to Financing and Security Agreement dated
effective as of December 12, 1994, and the certain Third
Amendment to Financing and Security Agreement of even date
herewith, 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
hereunder, 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.  Lender shall have all
rights and remedies provided by the Financing and Security
Agreement and the other Loan Documents.

     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 March 31, 1994
executed by Borrower payable to the order of Lender in the
face amount of $150,000,000.00 (the "March 1994 Revolving
Note").  All obligations and indebtedness previously
evidenced by the March 1994 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:  /s/ Dan Lane        By:  /s/ Robert J. Boutin
     Dan Lane                 Robert J. Boutin
     Vice President           Senior Vice President, Finance
                                and Chief Financial Officer

                                    COMPUCOM SYSTEMS, INC.


                         By:    /s/ Robert J. Boutin
                         Name:  Robert J. Boutin
                         Title: Senior Vice President, Finance
                                and Chief Financial Officer