EXHIBIT 10.32









                                 REVOLVING NOTE


U.S.$50,000,000.00 Dated: November 20, 1998



                  FOR VALUE RECEIVED,  the undersigned,  HAGLER BAILLY,  INC., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on
the Maturity  Date to the order of  NATIONSBANK,  N.A. (the  "Lender"),  and its
successors and assigns,  the principal amount of the lesser of (x) FIFTY MILLION
UNITED STATES DOLLARS ($50,000,000.00) and (y) the aggregate amount of Revolving
Loans  made  by the  Lender  to the  Borrower  pursuant  to  the  Agreement  (as
hereinafter defined) and remaining  outstanding on such date.  Capitalized terms
used (but not defined) in this  Revolving  Note shall have the meanings given to
them in the Agreement (as hereinafter defined).

                  The Borrower promises to pay interest from the initial Funding
Date of such Revolving Loans until the Maturity Date on the principal  amount of
this  Revolving  Note from  time to time  outstanding  at the  rate,  and in the
manner,  prescribed in the Agreement.  Any principal  amount of, or any interest
accrued  on,  this  Revolving  Note which is not paid on the date due shall bear
interest  from such due date until paid in full at the Default Rate. In no event
shall the rate of interest  borne by this  Revolving Note at any time exceed the
maximum rate of interest permitted at that time under applicable law.

                  Payments  of the  principal  amount  of and  interest  on this
Revolving  Note shall be made in lawful money of the United States of America to
the  Lending  Office of the Agent on behalf  of the  Lender as  provided  in the
Agreement.

                  This Revolving Note is one of the Revolving  Notes referred to
in the Revolving  Credit  Agreement,  dated as of November 20, 1998 (as the same
may from time to time be amended,  modified or supplemented,  the  "Agreement"),
between the Lender, the other lenders from time to time a party thereto, if any,
the  Borrower and  NationsBank,  N.A.,  as Agent.  The Lender is entitled to the
rights and benefits of the  Agreement  and the other Credit  Documents,  and the
Agent, for the benefit of the Lender, is entitled to the benefits provided under
the Borrower Security Agreement, the Subsidiary Security Agreements,  any Pledge
Agreement  and the  Subsidiary  Guarantee.  The  Agreement,  among other things,
contains  provisions  for optional and mandatory  prepayments  on account of the
principal of this  Revolving  Note by the Borrower and for  acceleration  of the
maturity of this Revolving Note upon the terms and conditions therein specified.

                  THIS  REVOLVING  NOTE IS BEING ISSUED IN THE  COMMONWEALTH  OF
VIRGINIA AND FOR ALL PURPOSES  SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF
LAWS PRINCIPLES.

                               HAGLER BAILLY, INC.


                     By:_/s/ Glenn J. Dozier_______________
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer