SECURED PROMISSORY NOTE


$406,764.00                                               Stamford, Connecticut
                                                                  July 10, 1997


FOR VALUE RECEIVED, INTELLIGENT DECISION SYSTEMS, INC., a
Delaware  corporation  with an office at 88 Danbury  Road,  Wilton,  Connecticut
06897  ("Maker")  promises to pay to the order of VISION CAPITAL  GROUP,  LLC. a
Delaware  limited  liability  company  having a place of  business  at 1266 Main
Street, Stamford,  Connecticut 06902 ("Payee") or other holder of this Note, the
principal  sum of FOUR HUNDRED SIX  THOUSAND  SEVEN  HUNDRED  SIXTY FOUR DOLLARS
($406,764.00)  as  hereinafter  provided.  So long as timely paid as hereinafter
provided, the principal of this Note shall not bear interest.

         Commencing on July 31, 1997 and on the last day of each and every month
thereafter  through  December 31, 2000,  Maker shall make  payments of principal
under this Note as follows:

                  (i)      Six monthly installments of $11,838 each shall be due
                           and payable on July 31, 1997 and on  the last day  of
                           each  consecutive   month   thereafter   through  and
                           including December 31, 1997; provided,  however, that
                           Maker  shall  have  the option, upon at least 10 days
                           prior   written  notice  to  Payee,   to  defer  such
                           payment(s) to January  15, 1998  whereupon  all  such
                           deferred payments  shall  be  made  together  with  a
                           deferral fee of $2,960 for each such deferred payment
                           (the election by Maker to defer payment as  described
                           herein  shall  not  constitute  an  event  of default
                           regarding  this  Note  or  the Security Agreement [as
                           hereinafter defined]); and

                  (ii)     36 monthly  installments  of $9,326 each shall be due
                           and  payable on January  31, 1998 and on the last day
                           of each  consecutive  month  thereafter  through  and
                           including December 31, 2000.

         So long as no default has occurred and is continuing  hereunder,  Maker
shall have the right to prepay the then  outstanding  principal  balance of this
Note,  in whole but not in part, at any time upon at least 10 days prior written
notice to Payee,  in an amount which is the present value of such then remaining
outstanding  principal  balance and any  deferral  fees then  existing  (using a
discount rate of 10% per annum in computing such present

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value);  it being  understood  that any election by Maker to prepay as aforesaid
shall be irrevocable.

         On December 31, 2000, the entire unpaid principal  balance of this Note
and all other sums owing hereunder and/or under the Security  Agreement shall be
due and payable without notice or demand.

         All payments  hereunder shall be payable together with all lawful taxes
and  assessments  levied  thereon,  or upon this  Note,  and  together  with all
reasonable costs and expenses, incurred by Payee at any time after the fifteenth
(15th)  day after any  payment  due  hereunder  has not been  paid,  related  to
collecting this Note and/or  foreclosing on any collateral which may be given to
secure the payment of this Note, and/or in any litigation or controversy arising
from or connected with this Note and/or any such collateral,  including  without
limitation reasonable attorneys' fees.

         The  Payee  shall  have and may  exercise  a right of  set-off  for the
payment of this Note and the  aforesaid  costs and expenses  against,  and Maker
hereby  gives and  grants to Payee a  security  interest  (perfected  by Payee's
possession thereof) in, all monies,  securities and property left with the Payee
by the Maker or by any  guarantor,  endorser  or  otherwise  to the credit of or
belonging  to the Maker or any such  party,  and upon a default  hereunder,  the
Payee  shall have full power and  authority  at any time and  without  notice to
sell,  assign and deliver any such property at public or private sale, and apply
the proceeds in satisfaction hereof.

         The Maker hereby waives presentment, demand, protest, notice of protest
or other  notice or notice of dishonor of any kind and further  waives the right
to  trial  by jury in any  action  to  collect  this  Note  or  relating  to any
collateral securing this Note.

         This Note is secured under and pursuant to a Security Agreement of even
date (the "Security Agreement") by and between the Maker and the Payee.

         Upon the  failure of Maker to duly and timely  pay any  installment  of
principal  or other amount due under this Note (except as provided in clause (i)
above),  interest  shall  accrue  hereunder on the unpaid  installment  or other
amount,  from such default,  at the rate of fifteen  percent (15%) per annum and
this Note shall,  at the option of the holder hereof,  become  forthwith due and
payable without presentment, demand, protest or notice of any kind, all of which
being hereby expressly waived by the undersigned.

MAKER AND PAYEE HEREBY  EACH WAIVES  THE RIGHT  TO TRIAL BY  JURY IN ANY ACTION,
DEFENSE,  COUNTERCLAIM,  CROSSCLAIM  AND/OR  ANY  FORM  OF PROCEEDING BROUGHT IN
CONNECTION WITH THIS NOTE OR

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RELATING TO ANY  INDEBTEDNESS  EVIDENCED  HEREBY  AND/OR ANY  COLLATERAL  NOW OR
HEREAFTER SECURING THIS NOTE.

         THIS  NOTE  HAS BEEN  MADE,  EXECUTED  AND  DELIVERED  IN THE  STATE OF
CONNECTICUT AND SHALL BE CONSTRUED AND ENFORCED UNDER AND IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CONNECTICUT.


         IN WITNESS WHEREOF,  the Maker has duly executed,  delivered and issued
this Note as of the date first herein above written.


                          INTELLIGENT DECISION SYSTEMS, INC.


                          By   /s/  David Horowitz
                               ------------------------------------
                          Its    Chairman
                               -----------------------------------


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