PROMISSORY NOTE

$1,000,000                                                 New York, New York
                                                           May 21, 1996

         THIS PROMISSORY  NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE  SECURITIES  LAWS.  IT MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT
WITH  RESPECT  TO THIS  PROMISSORY  NOTE  UNDER THE  SECURITIES  ACT OF 1933 AND
QUALIFICATION  UNDER  APPLICABLE  STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE BORROWERS THAT SUCH REGISTRATION IS NOT REQUIRED.

         News Communications,  Inc. a Nevada corporation whose address is 174-15
Horace Harding Expressway, Fresh Meadows, New York 11365, Tribco Incorporated, a
New York corporation  whose address is 174-15 Horace Harding  Expressway,  Fresh
Meadows,  New York 11365 and Access Network Corp., a New York corporation  whose
address is 242 West 30th Street, New York, New York 10001 (each of the foregoing
a "Borrower" and  collectively  the  "Borrowers")  for value  received,  hereby,
jointly  and  severally,  promise to pay to the order of D.H.  Blair  Investment
Banking Corp.,  (the  "Lender"),  a Delaware  corporation,  44 Wall Street,  2nd
Floor, New York, New York 10005, the sum of One Million Dollars ($1,000,000), or
such lesser amount as shall then equal the outstanding  principal amount hereof,
on May 21, 1998 (such date,  or such earlier date upon which the  principal  and
interest is due upon acceleration  pursuant to Section 5 of the "Loan Agreement"
(as hereinafter  defined)  hereinafter referred to as the "Due Date") and to pay
interest from the date hereof on the unpaid  principal amount hereof at the rate
set forth below,  all on the terms and conditions set forth herein.  Payment for
all amounts due hereunder  shall be made in lawful money of the United States of
America by  certified  mail,  return  receipt  requested,  to the address of the
Lender or by wire  transfer to an account  designated  in writing by the Lender.
The  indebtedness  evidenced  by  this  Note  is  further  evidenced  by a  Loan
Agreement,  dated the date  hereof,  between the  Borrowers  and the Lender (the
"Loan Agreement") and is secured as provided  therein.  The Lender will have the
right to accelerate the indebtedness  evidenced hereof upon the occurrence of an
Event of  Default  as set forth in the Loan  Agreement.  The Loan  Agreement  is
incorporated by reference  herein.  All terms used herein and not defined herein
shall have the meaning set forth in the Loan Agreement.

         1.  Interest.  Interest  shall  accrue from the date  hereof  until all
outstanding  principal and interest on this Note shall have been paid in full at
the rate of  eight  and  one-half  percent  (8-1/2%)  per  annum  on the  unpaid
principal  balance hereof and shall be payable  quarterly  commencing on July 1,
1996 and on the Due Date or the date of any other  payment of  principal  on the
Note. In the event that the principal amount of this Note is not paid in full on
the Due  Date,  interest  at the rate  equal to the  lesser  of (i) the  maximum
legally  permitted  interest rate and (ii)  twenty-four  percent (24%) per annum


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shall  continue  to accrue on the  balance of any unpaid  principal  and accrued
interest from the Due Date until such balance is paid.

         2.       Prepayment.  The Borrowers may at  any time prepay in whole or
in part the  principal  sum,  plus accrued  interest on the amount so prepaid to
date of payment, of this Note, without penalty or premium.  All such prepayments
shall be applied in the manner set forth in the Loan Agreement.

         3. Waiver of  Presentation,  Demand,  Etc. All parties now or hereafter
liable with respect to this Note, whether the Borrowers,  guarantor, endorser or
any other person hereby expressly waive presentment, demand of payment, protest,
notice for demand of payment,  protest and notice of  non-payment,  or any other
notice of any kind with respect thereto.  No delay or failure on the part of the
Lender  in the  exercise  of any  right or  remedy  hereunder  or under the Loan
Agreement,  or at law or in equity,  shall operate as a waiver  thereof,  and no
single or partial  exercise  by the Lender of any right or remedy  hereunder  or
under Loan Agreement shall preclude or estop another or further  exercise or any
other right or remedy.

        4. Defense, Set-Offs,  Counterclaims. Each Borrower hereby agrees not to
raise or interpose any defense,  set-off or  counterclaim  of any kind or nature
whatsoever  which it may have against the Lender in any action brought upon this
Note or the Loan  Agreement  or the  other  Loan  Documents  and  each  Borrower
acknowledges  that it has no defense of any kind or nature to the enforcement of
this Note or the Loan  Agreement  or the other Loan  Documents or to the binding
nature of the obligations represented hereby or thereby.

        5.   Amendments.  No amendment,  modification,  alteration  or change of
any of the  provisions of this Note shall be effective  unless in writing signed
by the Borrowers and the Lender and only to the extent therein set forth.

       6.   Governing Law.  This Note shall be  governed  by  and  construed  in
accordance with the laws of the State of New York,  without giving effect to the
principles of conflicts of law thereof.

       7. Time of the Essence.  Time is of the essence with respect to this Note
and in case this Note is collected by law or through an attorney at law or under
advice  therefrom,  or any remedy is  exercised  under the Loan  Agreement,  the
Borrowers,  jointly and severally, agree to pay all costs of collection or costs
associated with the exercise of any such remedy including reasonable  attorneys'
fees. The Lender shall be under no duty to exercise any or all of the rights and
remedies  given  by  this  Note  or the  Loan  Agreement  and no  party  to this
instrument  shall be discharged from the  obligations or undertakings  hereunder
(a) should the Lender  release or agree not to sue any person  against  whom the
party has, to the  knowledge of Lender,  a right to recourse,  or (b) should the
Lender  agree to suspend the right to enforce  this Note or its  interest in any
collateral  pledged  to  secure  this Note  against  such  person  or  otherwise
discharge such person.


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       8.  Severability.  In the event that any term or  provision  of this Note
shall be finally  determined  to be  superseded,  invalid,  illegal or otherwise
unenforceable  pursuant to applicable law by any authority having  jurisdiction,
such determination  shall not impair or otherwise affect the validity,  legality
or  enforceability  of the remaining  terms and  provisions of this Note,  which
shall be enforced as if the unenforceable term or provision were deleted.

        9.  Consent to Service and Waiver of Jury Trial.  Each  Borrower  hereby
consents  to  service  of any  notice,  process,  motion  or other  document  in
connection  with any lawsuit or other  proceeding  arising out of or relating to
this Note, by registered  mail,  return  receipt  requested,  to the address set
forth in the Loan Agreement or such other address as such Borrower shall provide
Lender in writing and each Borrower  hereby waives any right to trial by jury in
any such lawsuit or proceeding.

         IN WITNESS WHEREOF,  the undersigned have caused this Note to be issued
this 21st day of May, 1996.

                                     NEWS COMMUNICATIONS, INC.


                                     By: /s/ Michael Schenkler
                                         -----------------------------
                                         Michael Schenkler
                                         President


                                     TRIBCO INCORPORATED


                                     By: /s/ Michael Schenkler
                                         ----------------------------
                                         Michael Schenkler
                                         President


                                     ACCESS NETWORK CORP.


                                     By: /s/ Michael Schenkler
                                         ----------------------------
                                         Michael Schenkler
                                         President


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