$1,000,000.00                                             Greenwich, Connecticut
                                                          November 21, 1996


                             DEMAND PROMISSORY NOTE 

FOR VALUE  RECEIVED,  the  undersigned,  T-TWO  HOLDING LLC, a Delaware  limited
liability company with an address at 411 West Putnam Avenue, Greenwich, CT 06830
(the  "Borrower")  hereby  promises  to pay on March  31,  2001 to the  order of
PRESIDIO CAPITAL CORP.  ("Lender"),  a British Virgin Islands  company,  (i) the
principal  sum  of one  million  dollars  ($1,000,000.00),  together  with  (ii)
interest on any and all principal  amounts  remaining unpaid hereunder from time
to time  outstanding,  from the date hereof until such payment is made at a rate
of fifteen percent per annum, compounded annually.

Both principal and interest are payable in lawful money of the United States and
in immediately available funds at the office of Wexford Management LLC, 411 West
Putnam Avenue, Suite 125, Greenwich, Connecticut 06830 or at such other place as
Lender shall  designate  in writing to the  Borrower.  Borrower  agrees that the
outstanding principal and all interest then accrued shall be prepaid on the date
and to the extent any proceeds are received from a rights offering in Borrower.

The Borrower hereby waives presentment,  protest,  demand and notice of dishonor
of this Note.

The Borrower  represents and warrants as follows:  (a) the Borrower is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of Delaware (b) the execution, delivery and performance by
the  Borrower  of this Note are within  the  Borrower's  powers,  have been duly
authorized by all necessary action,  and do not contravene the Borrowers by-laws
or other organizational  documents or any law or contractual restriction binding
on or affecting  the Borrower;  (c) the Note  constitutes  the legal,  valid and
binding  obligation  of  the  Borrower,  enforceable  against  the  Borrower  in
accordance with its terms.

No  amendment  of this Note shall be  effective  without the written  consent of
Lender.

This Note shall be governed by, and construed in accordance with, the law of the
State of New York  without  giving  effect to the  conflicts  of law  principles
thereof, and shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors,  personal or legal representatives
and permitted  assigns.  The Borrower  hereby submits to  nonexclusive  personal
jurisdiction  of any New York State or Federal court sitting in New York County,
New York or the  Southern  District  of the State of New York,  and  waives  any
objection  which  it may now or  hereafter  have  the  laying  of  venue in such
jurisdiction in any action brought under this Note.

In the event the payment due hereunder  shall not be made in full when due, such
payment,  inclusive  of interest  accrued to such date,  shall  continue to bear
interest at the rate  hereinabove  provided from the date which such payment was
due until paid. Upon default in payment of interest or principal hereunder,  the
Borrower  agrees to  reimburse  Lender  for all costs of  collection,  including
reasonable  attorneys  fees  incurred in  collection  of such  principal  and/or
interest.
<PAGE>

The  Borrower's  obligations  hereunder are  unconditional  and all payments due
hereunder shall be made without offset or deduction of any kind.

Any notice or demand  required or permitted to be made or given  hereunder shall
be deemed  sufficiently made and given by personal service, or by the mailing of
said  notice  via  registered  or  certified  mail,  return  receipt  requested,
addressed to the addresses set forth herein.

SIGNED AND DELIVERED as of the day and year first hereinabove set forth.

                                                     T-TWO HOLDING LLC


                                                     By:      __________________
                                                     Name:
                                                     Title: