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                                                                    EXHIBIT 10.6


        THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE
        NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.
        THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
        TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES
        MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS (A) A REGISTRATION
        STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH
        OFFER, SALE OR TRANSFER IS IN COMPLIANCE WITH THE APPLICABLE SECURITIES
        LAWS OF ANY STATE OR OTHER JURISDICTION OR (B) AN EXEMPTION FROM
        REGISTRATION UNDER THE ACT IS AVAILABLE AND SUCH OFFER, SALE OR TRANSFER
        IS IN COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
        OTHER JURISDICTION.


                             SECURED PROMISSORY NOTE


UP TO $1,500,000.00                                            FEBRUARY 13, 2002


        FOR VALUE RECEIVED, the undersigned E-SYNC NETWORKS, INC. ("MAKER"), a
Delaware corporation, having an address at c/o Michael C. Clark, 20 Hill Street,
Millford, Connecticut 06460, hereby unconditionally promises to pay to the order
of CRC, INC. ("PAYEE"), a New York corporation, with its principal business
address at 1290 Avenue of the Americas, New York, New York 10104, at Payee's
principal business address, or such other office as Payee may designate, in
lawful money of the United States, the principal sum of ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS and no cents ($1,500,000.00), or, if less, the unpaid principal
amount outstanding hereunder, as indicated on Schedule 1 hereto, together with
interest thereon as provided for below. Each increase or decrease in the
principal amount outstanding under this Note shall be endorsed on Schedule 1
hereto.

1.      INTEREST RATE. Maker shall pay interest ("INTEREST") on the unpaid
principal balance hereof outstanding from time to time at a rate equal to seven
percent (7%) per annum; provided, however, that (i) Interest payments may be
deferred pursuant to the terms of Section 7(a) below, and (ii) upon the
occurrence and during the continuance of any Event of Default (as hereinafter
defined), Interest shall accrue and be payable at the rate of eighteen percent
(18%) per annum or, if less, the maximum rate permitted by applicable law.
Interest shall commence to accrue on the outstanding principal amount of this
note (this "NOTE") on the date hereof and shall continue to accrue thereon until
the outstanding principal thereof is paid in full (whether before or after

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maturity or judgment). Interest due hereunder shall be paid in arrears monthly
beginning on March 13, 2002.

        Anything contained in this Note to the contrary notwithstanding, Payee
does not intend to charge and Maker shall not be required to pay Interest or
other charges in excess of the maximum rate permitted by applicable law. Any
payments in excess of such maximum rate shall be refunded to Maker or credited
against principal.

2.      PAYMENTS OF PRINCIPAL AND INTEREST. All outstanding principal, together
with accrued and unpaid Interest thereon, shall be due and payable by Maker to
Payee on February 13, 2007.

3.      PREPAYMENTS.

        (a)    Voluntary Prepayment. Maker may at any time prepay this Note in
whole or from time to time in part, without prior written consent of Payee and
without penalty or premium, by paying to Payee the principal amount to be
prepaid together with interest accrued thereon to the date of prepayment.
Prepayments pursuant to the immediately preceding sentence or Section 3(b) below
shall first be applied to accrued and unpaid interest, and then to unpaid
principal. Any principal amount of this Note prepaid may not be reborrowed.

        (b)    Mandatory Prepayment. Without limiting the provisions of Sections
2 and 3(a) above, after satisfaction and payment in full of all of Maker's
obligations under that certain Secured Promissory Note in the principal amount
of $500,000 issued by Maker to Payee (the "FIRST INSTALLMENT NOTE"), Maker shall
in addition prepay this Note in the following amounts, in each case exclusive of
any proceeds applied toward prepayment of the First Installment Note (it being
understood that such prepayments shall be applied first to accrued and unpaid
Interest and then to principal): (i) 100% of the cash proceeds (net of
collection costs (including reasonable attorney's fees and disbursements related
to such collection)) received by Maker after the date of the First Installment
Note with respect to the first $600,000, in the aggregate, of accounts
receivable derived from Maker's "Professional Services" business or "Managed
Services" business (the "RECEIVABLES"), (ii) 20% of the excess (if any) of the
cash proceeds (net of collection costs (including reasonable attorney's fees and
disbursements related to such collection)) received by Maker with respect to the
Receivables in excess of $600,000, in the aggregate, from the date of the First
Installment Note, (iii) 100% of the amount of the direct or indirect (including
from any disposition of any non-cash consideration for cash or marketable
securities) cash proceeds or marketable securities (at fair market value, taking
into account any applicable illiquidity and minority discounts) (net of
reasonable attorney's fees and disbursements related to such sale or
disposition) received on account of or with respect to any sale or other
disposition of all or any portion of Maker's interest in E-Sync Networks, LLC,
and (iv) 100% of all cash payments received by Maker with respect to any
exercise of that certain Common Stock Purchase Warrant issued by Maker to Payee
on the date of the First Installment Note. Prepayments pursuant to the
immediately preceding sentence shall be made to Payer within two (2) business
days after receipt by Maker of such proceeds or payments, as applicable.


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4.      SECURITY INTEREST. The obligations of Maker hereunder are secured
pursuant to the Amended and Restated Security Agreement (the "SECURITY
AGREEMENT"), dated as of August 6, 2001, between Maker and Payee.

5.      USE OF PROCEEDS. The proceeds of the loan evidenced by this Note shall
be used solely to repay the obligations of Maker set forth on Schedule A
attached hereto.

6.      EXPENSES. Upon the occurrence of any Event of Default, Maker shall pay
Payee, on demand, for all reasonable costs and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) incurred in connection with
the collection of this Note and/or enforcement of Payee's rights and remedies
related to this Note or Maker's obligations and liabilities hereunder.

7.      DEFAULT; ACCELERATION. The occurrence of any of the following shall
constitute an "EVENT OF DEFAULT":

        (a)    Maker shall fail to make any payment of any principal, Interest
or other amount when due under this Note or the First Installment Note;
provided, however, that the failure of Maker to make any payment of Interest due
under this Note during the period prior to the third anniversary of the date of
this Note shall not constitute an Event of Default, provided that Interest shall
accrue at the rate of fifteen percent (15%) until all accrued and payable
Interest thereof is paid in full.

        (b)    Maker shall be dissolved or shall make an assignment of all or
substantially all of its assets for the benefit of creditors; or shall have a
receiver, custodian, trustee, conservator or similar official appointed for all
or any material portion all its property, business or assets.

        (c)    Any case or proceeding under any bankruptcy, insolvency,
receivership, reorganization, moratorium or similar law for the relief or
benefit or debtors shall be commenced by or against Maker (provided that if such
case or proceeding is not commenced by Maker or consented to or acquiesced in by
Maker, the same remains undismissed for a period of thirty (30) days).

        (d)    Maker shall admit in writing its inability to pay its debts as
they become due; provided, however, that any such admission to which Payee has
consented in advance in writing shall not constitute an Event of Default.

        (e)    Maker shall be in material breach or violation of any of its
representations, warranties, covenants and other agreements set forth in this
Note, the First Installment Note or the Security Agreement or any of its binding
representations, warranties, covenants and other agreements set forth in the
other Transaction Documents (as defined in that certain contribution agreement,
dated as of August 6, 2001, by and among E-Sync Networks, LLC, Maker and Payee),
and if the same is curable, such breach or violation shall continue for twenty
(20) days after (i) Maker is given written notice thereof or (ii) if earlier,
Maker otherwise becomes aware of such breach or violation.


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        (f)    That certain Master Services Agreement, dated of even date
herewith, by and between CRC Management Services, Inc., a New York corporation
and an affiliate of Payee, and Maker, shall be terminated by any party other
than Payee or any of its affiliates.

        (g)    Any judgment shall be entered against Maker in the amount of at
least fifty thousand dollars ($50,000) and such judgment shall not, within
twenty (20) days thereafter, have been discharged in full or stayed pending
appeal.

        (h)    Maker shall sell or otherwise dispose of all or any material
portion of its property, business or assets other than in the ordinary course of
business (other than as contemplated by the Transaction Documents).

        (i)    An Event of Default (as defined in the Security Agreement) shall
have occurred.

Upon the occurrence, and at any time during the continuance, of any Event of
Default, Payee, at Payee's option and without the need for presentment, demand,
protest or other notice of any kind, may declare all unpaid principal hereof and
Interest hereunder to be immediately due and payable, and the same shall become
immediately due and payable upon such declaration; provided, however, that upon
the occurrence of an Event of Default as set forth in clause (b) or (c) above,
this Note and all amounts due hereunder shall become immediately due and payable
without any declaration on the part of Payee and without the need for
presentment, demand, protest or other notice of any kind.

8.      CERTAIN WAIVERS. Maker: (i) waives presentment, diligence, protest,
demand, notice of demand, notice of acceptance or reliance, notice of
non-payment, notice of dishonor, notice of protest and all other notices to
parties in connection with the delivery, acceptance, performance, default or
enforcement of this Note or any collateral or other security; (ii) consents to
any and all delays, extensions, renewals or other modifications with respect to
this Note, any related document or the debt or collateral evidenced hereby or
thereby or any waivers of any term hereof or thereof, any release, surrender,
taking of additional, substitution, exchange, failure to perfect, record,
preserve, realize upon or lawfully dispose of, or any other impairment of, any
collateral, or any other failure to act by Payee or any other forbearance or
indulgence shown by Payee, from time to time and in one or more instances
(without notice to or assent from Maker) and agrees that none of the foregoing
shall release, discharge or otherwise impair any of Maker's obligations or
liabilities; and (iii) otherwise waives any and all other defenses based on
suretyship or impairment of collateral. Nothing contained in this Section 8
shall be construed or interpreted to limit the provisions of the last sentence
of Section 13 below. Maker acknowledges and agrees that Maker's obligations
under this Note and the Security Agreement are independent of any obligation of
Payee under or pursuant to the Transaction Documents and that, without limiting
the scope or generality of the foregoing, notwithstanding any breach or
violation of any of the Transaction Documents by Payee, the loan evidenced by
this Note shall be repayable in accordance with its terms and this Note and the
Security Agreement shall be enforceable in accordance with the terms hereof and
thereof.

9.      COMMERCIAL TRANSACTION; JURY WAIVER. EACH OF PAYEE AND MAKER
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
TRANSACTION. EACH OF PAYEE AND MAKER HEREBY


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KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY AND THE RIGHT THERETO IN ANY
ACTION OR PROCEEDING OF ANY KIND, ARISING UNDER OR OUT OF, OR OTHERWISE RELATED
TO OR OTHERWISE CONNECTED WITH, THIS NOTE AND/OR ANY RELATED DOCUMENT.

10.     BINDING NATURE. This Note shall bind Maker and Maker's successors and
assigns and shall inure to the benefit of Payee and its successors and assigns.
The term "Payee" as used herein shall include any successors, endorsees or other
assignees of Payee and shall also include any other holder of this Note. Payee
may, without notice to or consent of Maker (which notice and consent are hereby
expressly waived), endorse or otherwise transfer or assign this Note or any
right or interest herein to any other person or entity.

11.     ARBITRATION. Maker and Payee agree that any and all disputes, claims or
controversies arising out of or relating to this Note that are not resolved by
their mutual agreement shall be submitted to final and binding arbitration
before JAMS, or its successor, pursuant to the United States Arbitration Act, 9
U.S.C. Sec. 1, et seq. Either party may commence the arbitration process called
for in this Note by filing a written demand for arbitration with JAMS, with a
copy to the other party. The arbitration will be conducted in accordance with
the provisions of JAMS' comprehensive Arbitration Rules and Procedures in effect
at the time of filing of the demand for arbitration. The parties will cooperate
with JAMS and with one another in selecting an arbitrator from JAMS' panel of
neutrals, and in scheduling the arbitration proceedings. The parties covenant
that they will participate in the arbitration in good faith, and that they will
share equally in its costs. The provisions of this paragraph may be enforced by
any court of competent jurisdiction, and the party seeking enforcement shall be
entitled to an award of all costs, fees and expenses, including attorneys fees,
to be paid by the party against whom enforcement is ordered.

12.     GOVERNING LAW. This Note shall be governed by, interpreted under and
construed in accordance with the internal laws of the State of New York
applicable to contracts executed and to be performed wholly in that state
without giving effect to the choice or conflict of laws principles or provisions
thereof. Maker and Payee each hereby irrevocably submits to the jurisdiction of
any state or federal court sitting in the City, County and State of New York in
respect of any enforcement proceeding arising out of or relating to this Note,
which courts shall have exclusive jurisdiction over and with respect to any such
enforcement proceeding, and irrevocably accepts for itself and in respect of its
property, generally and unconditionally, jurisdiction of the aforesaid courts.
Maker and Payee each irrevocably waives, to the fullest extent such party may
effectively do so under applicable law, any objection that such party may now or
hereafter have to the laying of venue of any such enforcement proceeding brought
in any such court and any claim that any such enforcement proceeding brought in
any such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of any party hereto to serve process in any manner permitted by
law or to commence enforcement proceedings or otherwise proceed against the
other party in any other jurisdiction.

13.     MISCELLANEOUS. No delay or omission by Payee in exercising any right or
remedy hereunder or under any guaranty hereof, or with respect to any collateral
or other security or surety related to this Note or Maker's obligations
hereunder, shall operate as a waiver of such right or remedy or any other right
or remedy, and a waiver on one occasion of any right or remedy shall not be a
bar to, or constitute a waiver, of such right or remedy on any other


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occasion or of any other right or remedy on any occasion. All rights and
remedies of Payee hereunder, under any other applicable document and under
applicable law shall be cumulative and not in the alternative. No provision of
this Note or any guaranty or other security or surety related to this Note may
be amended, waived or modified orally but only by a writing signed by the party
against whom enforcement of such amendment, waiver or modification is sought to
be enforced.





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        IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered on its behalf by an officer or other representative thereunto duly
authorized, all as of the date first written above.


                                    E-SYNC NETWORKS, INC.


                                    By: /s/ Michael A. Clark
                                        ----------------------------------------
                                    Name: Michael A. Clark
                                    Title: President and Chief Operating Officer