HAGLER BAILLY CONSULTING, INC.

                                   Term Note

$7,000,000                                      Boston, Massachusetts
                                                May 26, 1995

            HAGLER BAILLY CONSULTING, INC., a Delaware Corporation (the
"Company"), for value received, hereby promises to pay to STATE STREET BANK AND
TRUST COMPANY (THE "Bank"), or order, the principal amount of Seven Million
Dollars ($7,000,000), payable in twenty-two (22) consecutive quarterly
installments of principal as follows: two (2) installments each in the amount of
$250,000, payable on September 30 and December 31, 1995; four (4) installments
each in the amount of $295,000, payable on March 31, June 30, September 30 and
December 31, 1996; four (4) installments each in the amount of $322,250, payable
on March 31, June 30, September 30 and December 31, 1997; four (4) installments
each in the amount of $352,000, payable on March 31, June 30, September 30 and
December 31, 1998; four (4) installments each in the amount of $384,500, payable
on March 31, June 30, September 30 and December 31, 1999; and four (4)
installments each in the amount of $271,250, payable on March 31, June 30,
September 30 and December 31, 2000; with interest on the unpaid principal amount
hereof at the rate or rates specified in the Credit Agreement referred to below,
payable on the dates specified in the Credit Agreement and at maturity (whether
by acceleration or otherwise); provided that, if the Company shall fail to make
any payment of principal of or interest on this Note, when due, whether at
maturity or at a date fixed for the payment of any installment or prepayment
thereof or by declaration, acceleration or otherwise, the Company shall pay to
the holder of this Note on demand by such holder, interest on such unpaid
principal and (to the extent permitted by law) on such unpaid interest from the
date due until paid in full at a rate per annum equal to four percent (4%) above
the rate otherwise applicable hereunder; provided, further that in no event
shall the amount contracted for and agreed to be paid by the Company as interest
on this Note exceed the highest lawful rate permissible under any law applicable
hereto.

            This Note evidences a term loan under and is subject to the
provisions of a certain Credit Agreement dated as of May 17, 1995 (as amended
from time to time, the "Credit Agreement") by and between the Company and the
Bank. The holder of this Note is entitled to the benefits of the Credit
Agreement and to the benefits of the Security Documents referred to therein.
Neither this reference to such Credit Agreement nor any provision thereof shall
affect or impair the absolute and unconditional obligation of the Company to pay
the principal of and interest on this Note as provided herein. All payments of
principal of and interest on this Note shall be payable in immediately available
funds at the address of the Bank set forth in the Credit Agreement. Capitalized
terms used herein without definition which are defined in the Credit Agreement
shall have the meanings ascribed to them in the Credit Agreement.


            This Note is subject to prepayment in whole or in part, in certain
circumstances with a premium and in other circumstances without a premium, and
to acceleration on default at the times and in the manner specified in the
Credit Agreement. The maker and all endorsers of this Note hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement of this
Note.

            This Note is governed by the laws of the Commonwealth of
Massachusetts and is executed as a sealed instrument as of the date first above
written.

                              HAGLER, BAILLY CONSULTING, INC.

                              By  /s/ Henri-Claude A. Bailly, President
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                                                               (Title)