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                                                                    EXHIBIT 4(K)

                            COMPUCOM SYSTEMS, INC.
                         SUBORDINATED CONVERTIBLE NOTE

$3,000,000                                                      October 31, 1995

        COMPUCOM SYSTEMS, INC., a Delaware corporation whose executive offices
are at 1100 N. Central Expressway, Dallas, Texas 75231 (the "Company"), for
value received hereby promises to pay to Network Compatibility Group, Inc.
("Network") the principal sum of Three Million Dollars ($3,000,000.00), together
with interest (computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid principal balance as set forth below. All sums hereunder are
payable to Network at its principal office at 130 E. Wilson Bridge Road, Suite
100, Columbus, Ohio, or at such other address as Network may, from time to time,
designate.

        1. Definitions. Unless the context hereof otherwise requires or
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provides, the terms used herein shall have the following meanings:

           a. "Company" means CompuCom Systems, Inc. and any corporation which
              shall succeed to or assume the obligations of the Company under
              this Note.

           b. "Holder" means Network or its permitted transferees.  
        
           c. "Senior Indebtedness" means the principal of and unpaid accrued
              interest on all indebtedness of the Company to banks, insurance
              companies or other financial institutions regularly engaged in the
              business of lending money, which is for money borrowed by the
              Company (whether or not secured), and renewals, extensions and
              refundings of, and indebtedness and obligations of a successor
              person issued in exchange for or in replacement of, indebtedness
              or obligations of the kind described in the preceding clause of
              this definition.
        
           d. "Note" means this Subordinated Convertible Note dated October 
              31, 1995.

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        2. Interest Rate. The unpaid principal balance of this Note from the
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date hereof until maturity shall bear interest at a rate equal to five percent
(5%) per annum; provided, however, that upon the occurrence of an Event of
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Default, the unpaid principal balance of this Note shall bear interest at the
rate of ten percent (10%) per annum from the date of such Event of Default until
the Note is repaid or the Event of Default is cured.

        3. Payment of Principal and Interest. The accrued interest on this Note
           ---------------------------------          
shall be due and payable quarterly commencing February 1, 1996 and upon the
occurrence of an Event of Default (as defined below). The principal on this Note
shall be due and payable on the earlier to occur of (a) October 31, 1998, and
(b) when declared due and payable by the Holder upon the occurrence of an Event
of Default (as defined below). Unless the Holder in its sole discretion elects
to apply payments differently, each payment on this Note shall be first credited
to the discharge of interest accrued on the unpaid principal balance to the date
of the payment, and the remainder shall be credited to the reduction of
principal. The principal and interest due hereunder shall be evidenced by the
Holder's records which, absent manifest error, shall be conclusive evidence of
the computation of principal and interest balances owed by the Company to the
Holder.

        4. Events of Default. If any of the events specified in this Section 4
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shall occur (herein individually referred to as an "Event of Default"), the
Holder of this Note may, so long as such condition exists, declare the entire
principal and unpaid accrued interest hereon immediately due and payable, by
notice in writing to the Company:

           a. Default in the payment of the principal or unpaid accrued interest
              of this Note when due and payable; or

           b. The institution by the Company of proceedings to be adjudicated as
              bankrupt or insolvent, or the consent by it to institution of
              bankruptcy or insolvency proceedings against it or the filing by
              it of a petition or answer or consent seeking reorganization or
              release under the federal Bankruptcy Act, or any other applicable
              federal or state law, or the consent by it to the filing of any
              such petition or the appointment of a receiver, liquidator,
              assignee, trustee or other similar official of the Company, or of
              any substantial part of its property, or the making by it of an
              assignment for the benefit of creditors, or the taking of
              corporate action by the Company in furtherance of any such action;
              or

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           c. If within sixty (60) days after the commencement of an action
              against the Company (and service of process in connection
              therewith on the Company) seeking any bankruptcy, insolvency,
              reorganization, liquidation, dissolution or similar relief under
              any present or future statute, law or regulation, such action
              shall not have been resolved in favor of the Company or all orders
              or proceedings thereunder effecting the operations or the business
              of the Company stayed, or if the stay of any such order or
              proceeding shall thereafter be set aside, or if, within sixty (60)
              days after the appointment without the consent or acquiescence of
              the Company of any trustee, receiver or liquidator of the Company
              or of all or any substantial part of the properties of the
              Company, such appointment shall not have been vacated; or

           d. Any declared default of the Company under any Senior Indebtedness
              that gives the holder thereof the right to accelerate such Senior
              Indebtedness, and such Senior Indebtedness is in fact accelerated
              by such holder; or

           e. Any default of the Company under that certain Promissory Note from
              the Company to Network dated of even date herewith in the
              principal amount of Five Million Seventy-Five Thousand Dollars
              ($5,075,000.00).

        5. Subordination.          
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           a. The indebtedness evidenced by this Note is hereby expressly
              subordinated, to the extent and in the manner hereinafter set
              forth, in right of payment to the prior payment in full of all the
              Company's Senior Indebtedness.

           b. If there should occur any receivership, insolvency, assignment for
              the benefit of creditors, bankruptcy, reorganization or
              arrangements with creditors (whether or not pursuant to bankruptcy
              or other insolvency laws), sale of all or substantially all of the
              assets, dissolution, liquidation or any other marshalling of the
              assets and liabilities of the Company, or if this Note shall be
              declared due and payable upon the occurrence of an event of
              default with respect to any Senior Indebtedness, then (i) no
              amount shall be paid by the Company in respect of the principal of
              or interest on this Note at the time outstanding, unless and until
              the principal of and interest on the

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              Senior Indebtedness then outstanding shall be paid in full or the
              event of default is cured, and (ii) no claim or proof of claim
              shall be filed with the Company by or on behalf of the Holder of
              this Note that shall assert any right to receive any payments in
              respect of the principal of and interest on this Note, except
              subject to the payment in full of the principal of and interest on
              all of the Senior Indebtedness then outstanding, unless and until
              the principal of and interest on the Senior Indebtedness then
              outstanding shall be paid in full or the event of default is
              cured. If there occurs an event of default that has been declared
              in writing with respect to any Senior Indebtedness, or in the
              instrument under which any Senior Indebtedness is outstanding,
              permitting the holder of such Senior Indebtedness to accelerate
              the maturity thereof, then, the Company shall immediately give
              notice to the Holder and, unless and until such event of default
              shall have been cured or waived or shall have ceased to exist, or
              all Senior Indebtedness shall have been paid in full, no payment
              shall be made in respect of the principal of or interest on this
              Note, unless within three (3) months after the happening of such
              event of default, the maturity of such Senior Indebtedness shall
              not have been accelerated.

           c. Subject to the rights, if any, of the holders of Senior
              Indebtedness under this Section 5 to receive cash, securities or
              other properties otherwise payable or deliverable to the Holder of
              this Note, nothing contained in this Section 5 shall impair, as
              between the Company and the Holder, the obligation of the Company,
              subject to the terms and conditions hereof, to pay to the Holder
              the principal hereof and interest hereon as and when the same
              become due and payable, or shall prevent the Holder of this Note,
              upon the occurrence of an Event of Default, from exercising all
              rights, powers and remedies otherwise provided herein or by
              applicable law.

           d. Subject to the payment in full of all Senior Indebtedness and
              until this Note shall be paid in full, the Holder shall be
              subrogated to the rights of the holders of Senior Indebtedness (to
              the extent of payments or distributions previously made to such
              holders of Senior Indebtedness pursuant to the provisions of
              subparagraph (b) above) to receive payments or distributions of
              assets of the Company applicable to the Senior Indebtedness. No
              such payments or distributions applicable to the Senior
              Indebtedness shall, as between the Company and its creditors,
              other than the holders of Senior

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              Indebtedness and the Holder, be deemed to be a payment by the
              Company to or on account of this Note; and for the purposes of
              such subrogation, no payments or distributions to the holders of
              Senior Indebtedness to which the Holder would be entitled except
              for the provisions of this Section 5 shall, as between the Company
              and its creditors, other than the holders of Senior Indebtedness
              and the Holder, be deemed to be a payment by the Company to or on
              the account of the Senior Indebtedness.

           e. The Holder agrees to execute and deliver such documents as may be
              reasonably requested from time to time by the Company or the
              lender of any Senior Indebtedness in order to implement the
              foregoing provisions of this Section 5.

           f. Nothing herein shall impair the right of the Holder to convert the
              principal amount of this Note into shares of Common Stock of the
              Company in accordance with the provisions of Section 7 of this
              Note.

        6. Prepayment. After October 31, 1996, the Company may at any time after
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giving the Holder thirty (30) days prior written notice, prepay in whole or in
part the unpaid principal balance of this Note together with all accrued
interest then owing thereon without premium or penalty, and the interest shall
immediately cease to accrue on any amount so prepaid.

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        7. Conversion.     
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           a. Prior to payment in full of the principal balance of this Note,
              the Holder of this Note has the right, at the Holder's option, at
              any time and from time to time following the earlier to occur of
              (i) October 31, 1996, and (ii) within thirty (30) days of
              receiving written notice of the Company's election to prepay this
              Note, to convert all or any portion of the then unpaid principal
              balance of this Note, in accordance with the provisions of
              subparagraph (c) of this Section 7, into unregistered shares of
              Common Stock of the Company, $.01 par value per share (the "Common
              Stock"). The number of shares of Common Stock into which this Note
              may be converted ("Conversion Shares") of this Note by $7.74 (the
              "Conversion Price"). The average of the closing price of the
              Common Stock, as reported on the NASDAQ National Market, for the
              thirty (30) trading days ending October 12, 1995 is $6.19. The
              Conversion Price was calculated by multiplying such average
              closing price by 125%.

           b. Any Conversion Shares shall have registration rights set forth in
              the Registration Rights Agreement between the Company and Network
              dated of even date herewith.
        
           c. Before the Holder shall be entitled to convert this Note into
              shares of Common Stock, it shall give written notice by mail,
              postage prepaid, to the Company at its principal corporate office,
              of the election to convert the same, if the Holder is electing to
              convert pursuant to Section 7(a), and shall state therein the name
              or names in which the certificate or certificates for shares of
              Common Stock are to be issued and the date on which such
              conversion will occur. The Company shall, as soon as practicable
              thereafter, issue and deliver at such office to the Holder of this
              Note a certificate or certificates for the number of shares of
              Common Stock to which the Holder of this Note shall be entitled.
              Such conversion shall be deemed to have been made immediately
              prior to the close of business on the date of conversion specified
              in such written notice, and the person or persons entitled to
              receive the shares of Common Stock issuable upon such conversion
              shall be treated for all purposes as the record holder or holders
              of such shares of Common Stock as of such date. To the extent that
              the entire unpaid principal balance of this Note together with the
              accrued interest owing thereon is not being converted into Common
              Stock the Holder of this Note shall credit the Note on its books
              to the extent of the principal and interest being converted by the
              Holder into Common Stock.

           d. As promptly as practicable after the conversion of this Note or
              any part thereof, the Company at its expense will issue and
              deliver to the Holder of this Note a certificate or certificates
              for the number of full shares of Common Stock issuable upon such
              conversion.

           e. No fractional shares of Common Stock shall be issued upon
              conversion of this Note. In lieu of the Company issuing any
              fractional shares to the Holder upon the conversion of this Note,
              the 

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              Company shall pay to the Holder the amount of outstanding
              principal that is not so converted. At its expense, the Company
              shall, as soon as practicable thereafter, issue and deliver to
              such Holder at such principal office a certificate or certificates
              for the number of shares of Common Stock to which the Holder shall
              be entitled upon such conversion (bearing such legends as are
              required by applicable state and federal securities laws in the
              opinion of counsel to the Company), together with any other
              securities and property to which the Holder is entitled upon such
              conversion under the terms of this Note, including a check payable
              to the Holder for any cash amounts payable as described above and
              for all amounts of interest accrued as of the date of conversion.
              In the event of any conversion of this Note pursuant to Section
              7(a), such conversion shall be deemed to have been made
              immediately prior to the close of business on the date specified
              in such notice and on and after such date the Holder of this Note
              entitled to receive the shares of such Common Stock issuable upon
              such conversion shall be treated for all purposes as the record
              holder of such shares. Upon conversion of this Note and delivery
              of the check described above, the Company shall be forever
              released from all its obligations and liabilities under this Note
              to the extent of the amount of unpaid principal which the Holder
              has elected to convert into shares of Common Stock.

           f. At all times following the conversion of this Note or any part
              thereof, the Company will maintain the listing of all shares of
              Common Stock issued upon the conversion of this Note or any part
              thereof on each securities exchange or market or trading system on
              which the Common Stock is then or at any time thereafter listed or
              traded.        

        8. Conversion Price Adjustments.  
           ----------------------------

           a. In the event the Company should at any time or from time to time
              after the date of issuance hereof fix a record date for the
              effectuation of a split or subdivision of the outstanding shares
              of Common Stock or the determination of holders of Common Stock
              entitled to receive a dividend or other distribution payable in
              additional shares of Common Stock or other securities or rights
              convertible into, or entitling the holder thereof to receive
              directly or indirectly, additional shares of Common Stock
              (hereinafter referred to as "Common Stock Equivalents") without
              payment of any consideration 

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              by such holder for the additional shares of Common Stock or the
              Common Stock Equivalents (including the additional shares of
              Common Stock issuable upon conversion or exercise thereof), then,
              as of such record date (or the date of such dividend distribution,
              split or subdivision if no record date is fixed), the Conversion
              Price of this Note shall be appropriately decreased so that the
              number of shares of Common Stock issuable upon conversion of this
              Note shall be increased in proportion to such increase of
              outstanding shares.

           b. If the number of shares of Common Stock outstanding at any time
              after the date hereof is decreased by a combination of the
              outstanding shares of Common Stock, then, following the record
              date of such combination, the Conversion Price for this Note shall
              be appropriately increased so that the number of shares of Common
              Stock issuable on conversion hereof shall be decreased in
              proportion to such decrease in outstanding shares.        

           c. In the event of (i) any taking by the Company of a record of the
              holders of any class of securities of the Company for the purpose
              of determining the holders thereof who are entitled to receive any
              dividend (other than a cash dividend payable out of earned surplus
              at the same rate as that of the last such cash dividend
              theretofore paid) or other distribution, or any right to subscribe
              for, purchase or otherwise acquire any shares of stock of any
              class or any other securities or property, or to receive any other
              right, or (ii) any capital reorganization of the Company, any
              reclassification or recapitalization of the capital stock of the
              Company or any transfer of all or substantially all of the assets
              of the Company to any other person or any consolidation or merger
              involving the Company, or (iii) any voluntary or involuntary
              dissolution, liquidation or winding up of the Company, the Company
              will mail to the Holder of this Note at least ten (10) days prior
              to the earliest date specified therein, a notice specifying (A)
              the date on which any such record is to be taken for the purpose
              of such dividend, distribution or right, and the amount and
              character of such dividend, distribution or right, (B) the date on
              which any such reorganization, reclassification, transfer,
              consolidation, merger, dissolution, liquidation or winding up is
              expected to become effective and the record date for determining
              stockholders entitled to vote thereon and (C) the new Conversion
              Price after giving effect to the adjustment event.

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           d. The Company shall at all times reserve and keep available out of
              its authorized but unissued shares of Common Stock solely for the
              purpose of effecting the conversion of the Note such number of its
              shares of Common Stock as shall from time to time be sufficient to
              effect the conversion of the Note; and if at any time the number
              of authorized but unissued shares of Common Stock shall not be
              sufficient to effect the conversion of the entire outstanding
              principal amount of this Note, in addition to such other remedies
              as shall be available to the Holder of this Note, the Company will
              use its best efforts to take such corporate action as may, in the
              opinion of its counsel, be necessary to increase its authorized
              but unissued shares of Common Stock to such number of shares as
              shall be sufficient for such purposes.        

        9.  Assignment.  Holder shall not assign or transfer this Note without 
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the prior written consent of the Company; provided, however, that Holder may
assign all or any part of this Note to Mark Bradley Ristas or Robert J. D'Orazio
or any of their respective spouses, children, grandchildren or a trust for their
benefit.        

        10. Waiver and Amendment.  Any provisions of this Note may be amended, 
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waived or modified upon the written consent of the Company and the Holder of
this Note.        

        11. Treatment of Note.  To the extent permitted by generally accepted 
            -----------------
accounting principles and the provisions of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder, the Company will treat,
account and report this Note as debt and not equity for accounting purposes and
with respect to any returns filed with federal, state or local tax authorities.

        12. Notices.  Any notice, request or other communication required or 
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permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if telecopied or mailed by registered or
certified mail, postage prepaid, at the respective addresses of the parties as
set forth herein. Any party hereto may by notice so given change its address for
future notice hereunder. Notice shall conclusively be deemed to have been given
when personally delivered or when deposited in the mail or telecopied in the
manner set forth above and shall be deemed to have been received when delivered.

        13. No Stockholder Rights.  Nothing contained in this Note shall be 
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construed as conferring upon the Holder or any other person the right to vote or
to consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of 

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directors of the Company or any other matters or any rights whatsoever as a
stockholder of the Company until the conversion of this Note into Common Stock
has been effected as provided in Section 7.

        14. Governing Law.  This Note shall be governed by and construed in 
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accordance with the laws of the State of Ohio. 
        
        15. Heading References.  All headings used herein are used for 
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convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.        

        IN WITNESS WHEREOF, the Company has caused this Note to be issued 
effective as of October 31, 1995.  

                                        COMPUCOM SYSTEMS, INC. 
         
         
                                        By:     /s/ Robert J. Boutin 
                                           ------------------------------------
                                             Robert J. Boutin, Senior Vice 
                                             President and Chief Financial 
                                             Officer


Name of Holder:  NETWORK COMPATIBILITY GROUP, INC.

Address:    Suite 100, 130 E. Wilson Bridge Road 
            Columbus, Ohio 43085

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