Demand Grid Note, dated October 29, 1997



 EXHIBIT 10 (c) 
 COMPUTER TASK GROUP, INCORPORATED 
 DEMAND GRID NOTE 
 $65,000,000.00 
 October 29, 1997 
 Buffalo, New York 
 FOR VALUE RECEIVED, the undersigned,
Computer Task Group, Incorporated Stock Employee Compensation Trust, with its principal business address at 200 Theatre Place, Buffalo, New York 14202 (“Borrower”), promises to pay to the order of Computer Task Group, Incorporated
(“Lender”) in lawful money of the United States, on demand (1) the principal amount of SIXTY FIVE MILLION ($65,000,000.00) DOLLARS, (the “Limiting Principal Amount”) or the outstanding principal amount of this Note (the
“Outstanding Principal Amount”), if less, (2) interest, calculated on the basis of a 365 day year on the Outstanding Principal Amount from and including the date of this Note to but not including the date the Outstanding Principal
Amount is paid in full at a rate per year that shall equal the prime rate of interest charged by Manufacturers and Traders Trust Company; provided, however, that (i) in no event shall such interest be payable at a rate in excess of the maximum
rate permitted by applicable law and (ii) solely to the extent necessary to result in such interest not being payable at a rate in excess of such maximum rate, any amount that would be treated as part of such interest under a final judicial
interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Lender, shall be refunded to the Borrower, it being the intention of the Lender and the Borrower that such interest not be
payable at a rate in excess of such maximum rate and (3) each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel, whether retained for advice, litigation or any other purpose) incurred by the
Lender in endeavoring to (a) collect any of the Outstanding Principal Amount, any interest payable pursuant to this Note and remaining unpaid or any other amount payable by the Borrower to the Lender pursuant to this Note and remaining unpaid,
(b) preserve or exercise any right or remedy of the Lender relating to, enforce or realize upon any collateral, subordination, guaranty, endorsement or other security or assurance of payment, whether now existing or hereafter arising, that now
or hereafter directly or indirectly secures the payment of or is otherwise now or hereafter directly or indirectly applicable to any of the Outstanding Principal Amount, any such interest or any such other amount or (c) preserve or exercise any
right or remedy of the Lender pursuant to this Note. 
 This Note is issued by the Borrower to the Lender in connection with a line of credit
made available by the Lender to the Borrower (the “Credit”). The Lender may make any loan pursuant to the Credit (individually a “Loan” and collectively “Loans”) in reliance upon any oral (including, but not limited to,
telephonic), written (including, but not limited to, facsimile) or other request (a “Request”) therefor that the Lender in good faith believes to be valid and to have been made on behalf of the Borrower by its trustee. The Credit is
available subject to the Lender’s continuing review and right of modification, restriction, suspension or termination at any time for any reason. No modification, restriction, suspension or termination of the Credit shall affect the
Borrower’s obligation to repay the original principal amount of each Loan, the Borrower’s obligation to pay interest on the outstanding principal amount of each Loan or any other obligation of the Borrower to the Holder pursuant to this
Note or otherwise. 
 There shall be payable as principal pursuant to this Note only so much of the Limiting Principal Amount as shall have
been advanced by the Lender as a Loan and is outstanding. The Holder shall set forth on the schedule attached to and made a part of this Note or any similar schedule or loan (including, but not limited to, any similar schedule or loan account
maintained in computerized records) annotations evidencing (1) the date and original principal amount of each Loan and (2) the date and amount of each payment applied to the Outstanding Principal Amount. Each such annotation shall, in the
absence of manifest error, be conclusive and binding upon the Borrower. No failure by the Holder to make and no error by the Holder in making any annotation on such attached schedule or any such similar schedule or loan account shall affect the
obligation of the Borrower to repay the principal amount of each Loan, the obligation of the Borrower to pay interest on the outstanding principal amount of each Loan or any other obligation of the Borrower pursuant to this Note. 
  

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 All amounts payable pursuant to this Note and remaining unpaid shall, without any notice, demand,
presentment or protest of any kind (each of which is knowingly, voluntarily, intentionally and irrevocably waived by the Borrower), automatically become immediately due if the Borrower commences or has commenced against it any bankruptcy or
insolvency proceeding. 
 This Note shall be governed by and construed, interpreted and enforced in accordance with the internal law of the
State of New York, without regard to principles of conflict of laws. 
 All payments of principal and interest under this Note are to be made
to the Lender at 800 Delaware Avenue, Buffalo, New York 14209, or at such other address as the Lender may from time to time designate in writing. 
  

			
	 Computer Task Group, Incorporated Stock Employee
Compensation Trust

		
	By:	  	/s/ Thomas R. Beecher, Jr.
	Thomas R. Beecher, Jr., as
	Trustee of the Computer Task Group,
	Incorporated Stock Employees Compensation Trust

 SCHEDULE OF ADVANCE AND PAYMENTS 
  

											
		  	Principal	  		  	Principal    	  	Outstanding            	  	
	Date	  	Amount	  		  	Amount	  	Principal	  	Approving
	Advanced            	  	Advanced	  	Date Paid                	  	Paid	  	Amount	  	Employee

  

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