HAGLER BAILLY CONSULTING, INC.

                             Revolving Credit Note

$4,500,000                                      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, on or before the Expiration Date (as
defined in the Credit Agreement referred to below), the principal amount of Four
Million Five Hundred Thousand Dollars ($4,500,00) or such lesser amount as may
at the maturity hereof, whether by acceleration or otherwise, be the aggregate
unpaid principal amount of all revolving credit loans made by the Bank to the
Company pursuant to the Credit Agreement, with interest on the unpaid principal
amount hereof at the rate or rates specified in the Credit Agreement, 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 revolving credit loan or loads 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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