EXHIBIT 10.9


THIS NOTE AND THE MEMBERSHIP  INTERESTS ISSUABLE UPON CONVERSION HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS AND NEITHER THIS NOTE, SUCH MEMBERSHIP INTERESTS,  NOR ANY
INTEREST  THEREIN  MAY  BE  OFFERED,   SOLD,  PLEDGED,   ASSIGNED  OR  OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY  RECEIVES  AN  OPINION  OF  COUNSEL  TO THE  HOLDER OF THIS NOTE OR SUCH
MEMBERSHIP INTERESTS,  WHICH COUNSEL AND OPINION ARE REASONABLY  SATISFACTORY TO
THE COMPANY,  THAT THIS NOTE OR SUCH MEMBERSHIP INTERESTS MAY BE OFFERED,  SOLD,
PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


                             ONSITE VENTURES, L.L.C.
                  12% CONVERTIBLE SUBORDINATED PROMISSORY NOTE
                               AND LOAN AGREEMENT

$6,500,000.00                                                  February 20, 1998
(Initial Maximum Committed Amount)                            New York, New York

          ONSITE VENTURES,  L.L.C., a Delaware  limited  liability  company (the
"Company"),  for value received,  hereby unconditionally  promises to pay to the
order of

          RSI-OSA HOLDINGS,  INC., a Delaware corporation with an address at 225
          Broadhollow  Road,  Melville,  New York  11747-0983,  or its permitted
          assigns (the "Holder"),

the aggregate  principal  amount of all unpaid loans (each,  a "Loan") made from
time to time by the  Holder  to the  Company  in  accordance  with the terms and
provisions of this Convertible  Subordinated  Promissory Note and Loan Agreement
(this  "Note"),  which is  initially  an amount not to exceed SIX  MILLION  FIVE
HUNDRED  THOUSAND  and 00/00  DOLLARS  ($6,500,000.00)  and shall be adjusted as
provided in Section 8(b) hereof,  each such Loan being evidenced by this Note by
an  endorsement  on the schedule  attached  hereto and made a part of this Note,
including  additional pages, if any,  attached hereto (the  "Schedule"),  on the
date  (the  "Maturity  Date")  that is  twelve  (12)  years  after the date (the
"Effective Date") that this Note is executed and delivered free and clear of any
escrow  conditions  (as  conclusively  evidenced  by the  Schedule) or by way of
acceleration,  and to  pay  interest  on the  unpaid  balance  of the  aggregate
principal  amount of each such Loan from and including the date of such Loan (as
shown in the Schedule) to such original or  accelerated  maturity date at a rate
per  annum  equal  to  TWELVE  (12%)  percent  until  the  Conversion  Date  (as
hereinafter defined) and equal to SEVEN (7%) percent from the Conversion Date to
the


<PAGE>



Maturity  Date,  in each  case,  calculated  on the basis of a 360-day  year and
actual  number of days  elapsed  (but in no event in excess of the maximum  rate
permitted  by  applicable  law).  Subject to  Section  1(c)  hereof the  accrued
interest  on each Loan  shall be  payable  semi-annually  on the day of the semi
annually  period  coinciding  with the Maturity  Date of such Loan and beginning
with the semi-annual  period beginning with the Effective Date and continuing on
the same day of each  semi-annual  period until the maturity of such Loan (each,
an  "Interest  Payment  Date").  In  addition  to and not in  limitation  of the
foregoing, the Company further agrees to pay all expenses,  including reasonable
attorney's  fees and legal  expenses,  incurred by the Holder in  collecting  or
attempting to collect any amounts payable hereunder which are not paid when due,
whether by  acceleration  or otherwise.  Interest from and after the maturity of
such Loan (whether as originally stated or by acceleration) shall be at the rate
per annum equal to 15% per annum if such rate shall not be lawful  with  respect
to the Company, at the highest lawful rate then in effect. Any interest not paid
when due hereunder shall be added to the principal amount of this Note and shall
bear  interest  from  its due date at the  applicable  interest  rate  specified
herein.

          RECITALS.

          Reference is hereby made to the limited  liability  company  agreement
     among the Company and the other  parties named therein dated as of November
     20, 1997,  as in effect on the date hereof  without  regard to  amendments,
     modifications or supplements  thereto on or after the date hereof (the "LLC
     Agreement").  The LLC  Agreement  provides,  inter  alia,  that the initial
     investment  of the Holder  shall be made by the  execution  and delivery of
     this Note which provides,  inter alia,  that: (a) the Holder shall have the
     right to:  (i)  convert  all,  but not less than  all,  of the  outstanding
     principal  balance of, and accrued and unpaid interest on, all of the Loans
     into a membership  interest in the Company equal to 58.69%  (including  the
     membership interest (equal to a 1% Percentage  Membership  Interest) in the
     Company held by the Holder on the date hereof) of the aggregate  membership
     interests in the Company such amount being subject to adjustment  from time
     to time to reflect the issuance of additional  membership  interests in the
     Company as more fully described below; (ii) interest at a rate equal to 12%
     per annum until the Conversion Date paid  semi-annually  to the extent that
     the Holder would have  received such amount had the Holder  converted  this
     Note and received its pro rata share of distributions by the Company to its
     members;  (iii)  interest  at a  rate  equal  to 7%  per  annum  after  the
     Conversion Date paid  semi-annually in full; (iv) the full repayment of the
     outstanding principal balance of all of the Loans on the Maturity Date; (v)
     receive as an  additional  amount the amount of the Holder's pro rata share
     of distributions  by the Company to its members  (computed as if the Holder
     converted this Note immediately prior to such  distributions)  less the 12%
     interest  actually paid; and (vi) the enjoyment of all rights and benefits,
     except as otherwise specified below, of a member in the Company on or prior
     to the Conversion Date (as hereinafter defined); (b) the payment

                                        2

<PAGE>



     obligations  of the Company under this Note are  subordinate  to the Senior
     Debt (as  hereinafter  defined);  (c) that the Holder has an  obligation to
     loan to the  Company  from time to time the  Maximum  Committed  Amount (as
     hereinafter  defined);  (d) that unless the Conversion  right is exercised,
     the accrued and unpaid  interest on the Conversion  Date will be payable on
     the  Maturity  Date;  and (e) after the  Conversion  Date,  the Company may
     prepay all or part of the Loans at any time without any penalty or premium.


          1.   Payments.

               (a)  Principal  of, and any accrued and unpaid  interest on, each
Loan shall be due and payable in full on the Maturity  Date or, if earlier,  the
date upon which a Conversion Event (as hereinafter defined) is consummated.

               (b)  Interest  on each Loan  shall  accrue  from the most  recent
Interest  Payment  Date of such Loan to which  interest  has been paid or, if no
interest has been paid on such Loan, to but excluding the next Interest  Payment
Date, and shall be payable in arrears on each Interest Payment Date.

               (c)  Notwithstanding  any provision of this Note to the contrary,
on or prior to the  Conversion  Date the Company  shall only be required to make
payments of interest if the Company  distributes cash or property to the members
in the Company  during the period which such  interest  accrued and then only to
the extent of the amount that the Holder  would have  received if the Holder had
exercised the Conversion  Right (as hereinafter  defined)  immediately  prior to
each such  distribution,  each such payment to be due and payable on the date as
such distribution to the members in the Company.  To the extent that the Company
does not pay any accrued and unpaid interest on or prior to an Interest  Payment
Date, then such unpaid  interest shall be recorded as accrued  interest which is
not  required  to be paid  until the next  distribution  by the  Company  to its
members or as otherwise provided herein;  provided,  that all accrued and unpaid
interest on the  Conversion  Date shall remain accrued and be due and payable in
full on the Maturity Date.  Nothing in this Section 1(c) shall be interpreted to
mean that the Company is permitted to not pay interest on each Interest  Payment
Date from and after the Conversion Date.

               (d) All payments  hereunder  shall be made in lawful money of the
United States and in immediately  available  funds. If any Interest Payment Date
or the  Maturity  Date  would  fall  on a day  that  is not a  Business  Day (as
hereinafter defined),  the payment due on such Interest Payment Date or Maturity
Date will be made on the next  succeeding  Business  Day with the same force and
effect as if made on the Interest Payment Date or the Maturity Date, as the case
may be.  "Business  Day" means any day which is not a Saturday  or Sunday and is
not a day on which banking institutions are generally authorized or obligated to
close in the City of New York, New York.


                                       3
<PAGE>



               (e) The Company  may not without the prior  consent of the Holder
prepay all or any part of the  principal  amount of any Loan  evidenced  by this
Note on or prior to the Conversion Date. From and after the Conversion Date, the
Company in its sole  discretion  shall  have the right to prepay  the  principal
amount of any and each Loan  evidenced by this Note without  premium or penalty.
It is acknowledged  and agreed that the Holder in its sole discretion shall have
the right to convert  all,  but not less than all,  of the  aggregate  principal
amount and accrued and unpaid  interest of the Loans evidenced by this Note into
membership  interests in the Company as provided in Section 3 hereof at any time
on or prior to the Conversion Date.

               (f) The obligations of the Company to make the payments  provided
for in this Note are absolute and  unconditional and not subject to any defense,
setoff, counterclaim, rescission, recoupment or adjustment whatsoever other than
a breach of or default  hereunder by the Holder.  The Company  hereby  expressly
waives  demand and  presentment  for payment,  notice of  nonpayment,  notice of
dishonor,  protest, notice of protest,  bringing of suit and diligence in taking
any action to collect any amount called for hereunder, and shall be directly and
primarily  liable  for the  payment  of all sums  owing and to be owing  hereon,
regardless of and without any notice, diligence, act or omission with respect to
the collection of any amount called for hereunder.

          2.   Subordination of Indebtedness; Ranking of this Note.

               (a)  The  Company  covenants  and  agrees,  and  the  Holder,  by
accepting this Note,  also covenants and agrees,  that the  indebtedness  of the
Company  represented  by this Note and the payment of principal  and interest by
the Company on each Loan  evidenced by this Note shall be expressly  subordinate
in right of payment and subject to the prior payment or provision for payment in
full of all claims of all other  present and future  creditors  of the  Company,
except: (i) for Pari Passu Debt (as hereinafter defined),  which shall rank pari
passu in  priority  in payment and in all other  respects  with the Loans,  (ii)
claims which are the subject of subordination  agreements, if any, which rank on
the same  priority  as, or are junior  to,  the claim of the  Holder  under such
subordination  agreements,  if any, and (iii) claims  arising or incurred by the
Company  during the period  that any Event of Default (as  hereinafter  defined)
hereunder shall have occurred and be continuing.

               (b) Payment of  principal  and  interest  due on this Note may be
made as long as there shall not have  occurred and be  continuing an event which
constitutes  an Event of  Default  as defined  in any  instrument,  document  or
agreement  evidencing any obligations with right of payment obligation senior to
the Loans ("Senior Debt"). No payment on this Note shall be made by the Company,
if, at the time of such payment or after giving effect thereto, there shall have
occurred and be  continuing  an event which  constitutes  an Event of Default as
defined in any  instrument,  document or  agreement  evidencing  the Senior Debt
permitting  the holder of Senior Debt to  accelerate  the maturity of the Senior
Debt, and such Event of Default shall not have been cured or waived or shall not
have ceased to exist.


                                       4
<PAGE>



               (c) Upon any  distribution  of the assets of the Company upon any
dissolution,  winding up, liquidation or reorganization of the Company,  whether
in  bankruptcy,   insolvency,   reorganization,   arrangement  or   receivership
proceedings,  or upon any assignment for the benefit of creditors,  or any other
marshaling of the assets and  liabilities  of the Company or otherwise:  (i) the
holders of the Senior Debt shall first be  entitled to receive  cash  payment in
full of the principal thereof and interest  (whenever  arising) due thereon,  or
provision shall be made for such payment in cash,  before the Holder is entitled
to  receive  any  payment on account of the  principal  of, or  interest  on the
indebtedness evidenced by this Note; (ii) any payment by, or distribution of the
assets of, the Company of any kind or  character,  whether in cash,  property or
securities,  to which the Holder would be entitled, except for the provisions of
this Section 2, shall be paid or delivered by the person  making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or  otherwise,  directly  to the  holder  of  Senior  Debt or its agent or other
representative,  to the extent  necessary  to make payment in full of all Senior
Debt  remaining  unpaid,  after  giving  effect  to any  concurrent  payment  or
distribution  (or  provision  therefor) to the holder of such Senior  Debt;  and
(iii) in the event  that,  notwithstanding  the  foregoing,  any  payment by, or
distribution of the assets of, the Company of any kind or character,  whether in
cash,  property or securities  shall be received by the Holder before all Senior
Debt is paid in full in cash,  such  payment  or  distribution  shall be held in
trust for the  benefit  of, and shall be paid over to the holder of, such Senior
Debt or its agent or  representative,  for  application  to the  payment  of all
Senior Debt remaining  unpaid until all such Senior Debt shall have been paid in
full in cash, after giving effect to any concurrent  payment or distribution (or
provision therefor) to the holder of such Senior Debt.

               (d) Subject to the cash payment in full of all Senior  Debt,  the
holder of this Note  shall be  subrogated  to the rights of the holder of Senior
Debt to receive payments or distributions of cash, property or securities of the
Company  applicable  to the  Senior  Debt until all  amounts  owing on each Loan
evidenced by this Note shall be paid in full,  and, as between the Company,  its
creditors,  other  than the  holders of Senior  Debt,  and the  Holder,  no such
payment  or  distribution  made to the  holder of Senior  Debt by virtue of this
Section 2 which  otherwise would have been made to the Holder shall be deemed to
be a payment by the Company on account of this Note.

               (e)  Nothing  contained  in this  Note is  intended  to or  shall
impair, as between the Company,  its creditors,  other than the holder of Senior
Debt,  and the Holder,  the  obligation  of the  Company,  which is absolute and
unconditional,  to pay to the Holder the aggregate  principal of and accrued and
unpaid  interest on each Loan  evidenced by this Note as and when the same shall
become due and  payable in  accordance  with its terms,  or affect the  relative
rights of the Holder and the creditors of the Company, other than the holders of
Senior  Debt,  nor shall  anything  herein or therein  prevent  the Holder  from
exercising all remedies otherwise permitted by applicable law upon default under
this Note,  subject to the  rights,  if any,  under this Note of the  holders of
Senior Debt in respect of cash,  property or securities of the Company  received
upon the exercise of any such remedy.


                                       5
<PAGE>



               (f) Upon any  payment or  distribution  of assets of the  Company
referred to in this Note, the Holder shall be entitled to rely upon any order or
decree  made  by  any  court  of  competent   jurisdiction  in  which  any  such
dissolution,  winding up, liquidation or reorganization proceeding affecting the
affairs of the  Company is pending,  or upon a  certificate  of the  liquidating
trustee or agent or other  person  making any  payment  or  distribution  to the
Holder for the purpose of  ascertaining  the persons  entitled to participate in
such  payment  or  distribution,  the  holder of the  Senior  Debt and any other
Indebtedness of the Company,  the amount thereof or payable thereon,  the amount
paid or  distributed  thereon and all other facts  pertinent  thereto or to this
Note.

               (g) With or without  notice to or further assent from the Holder,
any  holder  of  Senior  Debt  may at any  time or from  time  to  time,  in its
discretion,  either  prior to or after any  default on the part of the  Company,
extend or change any of the terms of the Senior Debt, waive any default, modify,
rescind,  or  waive  any  provision  of  any  related  agreement  or  collateral
undertaking, release, exchange, fail to resort to or realize upon any collateral
security or any part thereof  available to it for the Senior Debt, and generally
deal with the  Company in such  manner as such holder of Senior Debt may see fit
without  impairing or affecting  its rights and  remedies  under this Note.  The
Holder,  by  accepting  this Note,  waives any and all notice of the  receipt of
acceptance  of the terms of  subordination  contained  herein  by any  holder of
Senior  Debt and other  creation,  renewal,  extension  or accrual of any of the
Senior Debt.

               (h)  The  Company,   for  itself,  its  successors  and  assigns,
covenants and agrees that all indebtedness of the Company evidenced by this Note
(including,  without limitation, the payment of the principal of and accrued and
unpaid  interest  on each Loan) is senior in right of payment to the  payment of
all Junior Debt (as hereinafter defined).

               (i) Subject to the rights of the holders of the Senior Debt,  the
Company covenants and agrees to use its best efforts to cause any current holder
of Junior  Debt and to cause any future  holder of Junior  Debt to execute  such
subordination agreements,  instruments or waivers as may be necessary to reflect
the terms set forth herein.

               (j) Upon an Event of Default (as hereinafter defined),  until the
payment in full of all amounts of principal  of and  interest on the Loans,  and
all other  amounts  due and owing  under this Note,  no payment may be made with
respect to the  principal of or interest on other  amounts owing with respect to
any Junior Debt or any membership  interest in the Company, or in respect of any
redemption,  retirement purchase or other acquisition thereof except as provided
herein.

               (k) Upon any payment or distribution of the assets of the Company
to creditors upon dissolution, total or partial liquidation or reorganization of
or similar proceeding  relating to the Company,  the Holder of this Note will be
entitled to receive payment in full of the


                                       6
<PAGE>


entire  principal amount and all accrued interest on the Loans before any holder
of Junior Debt is entitled to receive any payment.

               (l) Nothing in this Section 2 shall be  interpreted  to prohibit,
prevent  or  delay  the  issuance  of the  membership  interest  in the  Company
represented by the Conversion  Amount (as hereinafter  defined) to the Holder on
the Conversion Date upon the exercise of the Holder of the Conversion Right.

          3.   Conversion of this Note into Membership Interests.

               (a) The Holder shall have the right (the  "Conversion  Right") at
any time prior to the date that is two (2) years and thirty  (30) days after the
date that this Note is  executed  and  delivered  free and clear from any escrow
conditions,  or if such date is not a Business Day, then the first  Business Day
immediately  following such date (the "Conversion Date"), on the terms set forth
in this  Section 3, to convert  all,  but not less than all, of the  outstanding
principal balance and accrued and unpaid interest on the Loans evidenced by this
Note  into a  membership  interest  in the  Company  equal  to  fifty-eight  and
sixty-nine one hundredths (58.69%) percent of the aggregate  membership interest
in the Company  (including  the  membership  interest  (equal to a 1% Percentage
Membership  Interest)  in the  Company  held by the Holder on the date  hereof),
subject to the adjustment hereinafter provided (the "Conversion Amount").

               (b) To exercise  the  Conversion  Right the Holder  shall,  on or
prior to the Conversion Date: (i) deliver a notice to the effect that the Holder
is exercising the Conversion Right (the  "Conversion  Notice") to the Company at
its  office at 680  Fifth  Avenue,  New York,  New York  10022,  Attention:  The
Chairman,  or at such other place as is designated in a notice by the Company to
the Holder;  and (ii) pay by wire  transfer of  immediately  available  funds an
amount  equal to SIX MILLION FIVE  HUNDRED  THOUSAND and 00/100  ($6,500,000.00)
DOLLARS less the aggregate  outstanding  principal amount of the Committed Loans
(as  hereinafter  defined)  evidenced  by this  Note,  if any  (the  "Conversion
Premium").  The Conversion Notice,  once given, shall be irrevocable;  provided,
however,  that a Conversion  Notice given after notice of a proposed  Conversion
Event may be made expressly conditional upon the consummation of such Conversion
Event,  in which  event  the  Conversion  Right  shall be  deemed  to have  been
exercised if and only if such Conversion Event is actually consummated.

               (c) Upon exercise of the Conversion  Right (or in the case of the
exercise of a Conversion Right made expressly conditional upon the occurrence of
a  Conversion  Event,  immediately  prior the  consummation  of such  Conversion
Event),  the Holder  shall be admitted as a member in the Company in  accordance
with the LLC Agreement  (as  hereinafter  defined) with a Percentage  Membership
Interest equal to the Conversion Amount and the books and records of the Company
shall so reflect  the  conversion  of this Note into such  membership  interest.
Promptly, but


                                       7
<PAGE>



not later than two (2) Business Days after the exercise of the Conversion  Right
(or in the case of the exercise of a Conversion Right made expressly conditional
upon the occurrence of a Conversion Event  immediately prior to the consummation
of such  Conversion  Event) the Company  shall  provide a written  notice to the
Holder  stating  that the Holder has been so admitted as a member in the Company
with a  membership  interest  in the  Company  equal to (or an  increase  of its
membership interest by an amount equal to) such Percentage Membership Interest.

               (d) The Company covenants and agrees that the membership interest
in the  Company to be issued to the  Holder by the  exercise  of the  Conversion
Right shall be validly issued, fully paid,  non-accessible and free and clear of
any Liens (as hereinafter defined) but such membership interest shall be subject
to the terms and provisions of the LLC Agreement.

               (e)  The  issuance  of the  membership  interest  in the  Company
represented by the Conversion  Amount and the delivery of  certificates or other
instruments  representing  such,  shall be made without charge to the Holder for
any tax or other  charge in respect of such  issuance.  The  Company  shall not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the issue and delivery of any  certificate in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver  any such  certificate  or  instrument  unless  and until the  person or
persons  requesting  the issue thereof shall have paid to the Company the amount
of such tax or shall have  established to the  satisfaction  of the Company that
such tax has been paid.

          4.   Adjustments to the Conversion Amount.

               (a) The Holder  shall at all times on or prior to the  Conversion
Date have the right, but not the obligation,  to purchase  Additional  Interests
(as defined by the LLC Agreement) offered to the Members in the Company pursuant
to the terms and  provisions of Section 11 of the LLC Agreement as if the Holder
had exercised the Conversion Right  immediately prior to such offer. The Holder,
in its sole  discretion,  may  purchase  Additional  Interests  by paying to the
Company as a capital  contribution  the aggregate  amount of the Necessary Funds
(as defined by the LLC Agreement)  attributable to such Additional  Interests or
by  making  a Loan  for  the  amount  of  Necessary  Funds  represented  by such
Additional  Interests  which loan will be evidenced by this Note, in which case,
the stated principal amount of this Note shall be increased by such amount.  Any
Additional Interests purchased by the Holder by making a Loan shall, in the case
of Additional  Subscription Interests (as defined by the LLC Agreement) increase
the Percentage  Membership  Interest  represented by the Conversion Amount which
the Holder shall acquire upon exercise of the Conversion Right, and, in the case
of Additional Interests which are not Additional Subscription Interests, prevent
the fair market dilution of the Percentage  Membership  Interest  represented by
the  Conversion  Amount  pursuant  to the  provisions  of  Section 11 of the LLC
Agreement.  If the Holder  does not  purchase  its pro rata share of  Additional
Interests offered to the Members (such amount


                                       8
<PAGE>



being determined as if the Holder had exercised the Conversion Right immediately
prior to the Capital Call Notice (as defined by the LLC Agreement) applicable to
such  offer),  then the  Conversion  Amount  shall be diluted to the same extent
provided  in  Section  11(f)  of the  LLC  Agreement,  computed  as if the  Base
Percentage  Interest  (as  defined by the LLC  Agreement)  of the Holder was the
Percentage  Membership  Interest  represented by the Conversion Amount as of the
time immediately prior to the applicable Capital Call Notice.

               (b) In the event that the Holder pays for Additional Interests by
contributing cash to the capital of the Company, the Holder shall be admitted as
a member in the Company or if the Holder had previously so purchased  Additional
Interests  than  the  Percentage  Membership  Interest  of the  Holder  shall be
adjusted in  accordance  with the terms and  provisions of Section 11 of the LLC
Agreement.

          5.   Covenants.

               The Company covenants and agrees with the Holder that, so long as
any amount remains unpaid on the Notes,  unless the prior written consent of the
Holder is obtained:

               (a) On or prior to the Conversion Date, the Company shall provide
a statement  indicating the amount,  type and date of each  distribution  by the
Company to the members on or prior to the date of such distribution; and

               (b) The  Company  shall  provide a notice  to the  Holder of each
proposed  Conversion  Event at  least 15  Business  Days  prior to the  earliest
proposed closing date of such Conversion Event.

          6.   Events of Default.

          The  occurrence  of any of the  following  events shall  constitute an
event of default (an "Event of Default"):

          (a)  At any time  while  any  indebtedness  under  this  Note  remains
               unpaid:

               (i) A default in the payment of the  principal on any Loan,  when
     and as the same shall become due and payable.

               (ii) A default in the payment of any  interest on any Loan,  when
     and as the same shall become due and payable,  which default shall continue
     for ten business  days after the date fixed for the making of such interest
     payment.


                                       9
<PAGE>



               (iii)  The  entry  of  a  decree  or  order  by  a  court  having
     jurisdiction  adjudging  the  Company  or  any  Subsidiary  a  bankrupt  or
     insolvent,  or approving a petition  seeking  reorganization,  arrangement,
     adjustment  or  composition  of  or  in  respect  of  the  Company  or  any
     Subsidiary,  under federal bankruptcy law, as now or hereafter constituted,
     or any other applicable  federal or state  bankruptcy,  insolvency or other
     similar law, and the  continuance  of any such decree or order unstayed and
     in effect for a period of 60 days;  or the  commencement  by the Company or
     any  Subsidiary  of a  voluntary  case  under  federal  bankruptcy  law  (a
     "Voluntary  Bankruptcy"),  as now or  hereafter  constituted,  or any other
     applicable federal or state bankruptcy,  insolvency,  or other similar law,
     or the  consent  by it to  the  institution  of  bankruptcy  or  insolvency
     proceedings  against  it, or the  filing by it of a  petition  or answer or
     consent seeking  reorganization  or relief under federal  bankruptcy law or
     any other  applicable  federal  or state law,  or the  consent by it to the
     filing of such petition or to the  appointment  of a receiver,  liquidator,
     assignee,  trustee,  sequestrator or similar official of the Company or any
     Subsidiary or of any substantial part of its property,  or the making by it
     of an assignment  for the benefit of  creditors,  or the admission by it in
     writing of its inability to pay its debts  generally as they become due, or
     the  taking  of  corporate  action  by the  Company  or any  Subsidiary  in
     furtherance of any such action; provided,  however, that it shall not be an
     Event of Default if on or prior to the  Conversion  Date any manager of the
     Board of Managers of the Company  elected or designated by the Holder votes
     in favor of, or consents to, any such Voluntary Bankruptcy.

          (b) At any time after the Conversion Date while any indebtedness under
this Note remains unpaid:

               (i) The sale or  transfer by the  Company or any  Subsidiary  (as
     hereinafter   defined),   whether  in  one   transaction  or  a  series  of
     transactions,  of all or substantially  all of their  respective  business,
     whether accomplished by an issuance or transfer of the membership interests
     in the  Company,  equity  interests  or assets  thereof,  or any  change in
     control  thereof,  or  by  lease,  license,  franchise,  contract,  merger,
     consolidation,  reorganization,  dissolution,  liquidation, foreclosure, by
     operation of law or otherwise;

               (ii) The  failure  of the  Company  to own,  beneficially  and of
     record,  one hundred  percent  (100%) of the  membership  interests in each
     Subsidiary;

               (iii) A default  in the  performance,  or a breach,  of any other
     covenant or agreement of the Company in this Note and  continuance  of such
     default or breach for a period of 30 days after  receipt of notice from the
     Holder  as to such  breach  or after the  Company  had or  should  have had
     knowledge of such breach;

               (iv) (A) Any event or transaction which,  directly or indirectly,
     results  in  Veritech  not  having  the  unrestricted  power to manage  the
     business and affairs of


                                       10
<PAGE>



     the  Company;  (B) any  Syndication  (as defined by the LLC  Agreement)  by
     Veritech  which  would not be a Permitted  Transfer  (as defined by the LLC
     Agreement);

               (v) (A) Any failure of the Company or any  Subsidiary  to pay any
     indebtedness  for  borrowed  money or  otherwise or any interest or premium
     thereon,  when due (whether by  scheduled  maturity,  required  prepayment,
     acceleration, demand or otherwise) if such failure shall continue after the
     applicable grace period,  if any,  specified in the agreement or instrument
     relating  to such  indebtedness,  or (B) any other  breach  of, or  default
     under, any agreement or instrument  relating to any such  indebtedness,  if
     any such  breach or  default  shall  continue  after the  applicable  grace
     period, if any, specified in such agreement or instrument; and

               (vi) Any event or transaction which would constitute a Conversion
     Event.

          7.   Remedies Upon Default.

               (a) Upon the  occurrence  of an Event of Default  referred  to in
Section 6(a) above the  principal  amount then  outstanding  of, and the accrued
interest  on,  each Loan  evidenced  by this  Note  shall  automatically  become
immediately  due and  payable  without  presentment,  demand,  protest  or other
formalities  of any  kind,  all of which  are  hereby  expressly  waived  by the
Company.  Upon the  occurrence  of any other  Event of Default,  the Holder,  by
notice in writing given to the Company,  may declare the entire principal amount
then  outstanding  of, and the accrued  interest on and, each Loan  evidenced by
this Note to be due and payable  immediately,  and upon any such declaration the
same shall  become and be due and  payable  immediately,  without  presentation,
demand,  protest or other  formalities  of any kind,  all of which are expressly
waived by the Company.

               (b) The Holder may institute  such actions or  proceedings in law
or equity as it shall deem  expedient  for the  protection of its rights and may
prosecute  and enforce  its claims  against  all assets of the  Company,  and in
connection with any such action or proceeding  shall be entitled to receive from
the Company payment of the principal  amount of this Note plus accrued  interest
to the date of  payment  plus  reasonable  expenses  of  collection,  including,
without limitation, attorneys' fees and expenses.

          8.   Obligation of the Holder to Make Committed Loans.

               (a) Subject to fulfillment of the conditions  precedent set forth
in Section 10 hereof,  the  Holder  agrees  from time to time,  on the terms and
conditions of this Note, to make


                                       11
<PAGE>



loans (each,  a "Committed  Loan") to the Company,  from and  including the date
hereof  to but  excluding  the  earlier  of the date the  Holder  exercises  the
Conversion  Right or the  Conversion  Date (the  "Committed  Loan Period") in an
aggregate  principal  amount at any one time outstanding up to but not exceeding
the maximum committed amount of SIX MILLION AND FIVE HUNDRED THOUSAND and 00/100
($6,500,000)  DOLLARS (the "Maximum Committed  Amount").  It is acknowledged and
agreed that prior to the execution and delivery of this Note, the Holder (or its
Affiliates) had previously loaned or advanced to an Affiliate of the Company the
aggregate  amount of $625,000  (collectively,  the "Interim Loans") and that the
Company had assumed the  obligations  of such loans  contingent  upon such loans
being modified to be a Committed Loan hereunder.  Accordingly,  on the date that
this Note is executed and delivered  free and clear from any escrow  conditions,
the Holder shall cancel and return the promissory  notes  evidencing the Interim
Loans to the  Company and the Company  shall  endorse the  Schedule to reflect a
Committed  Loan by the Holder in the aggregate  principal  amount of the Interim
Loans, which amount shall reduce the Maximum Committed Amount.

               (b) In  addition  to the  foregoing,  the Holder may from time to
time in its sole  discretion,  on the terms and  conditions  of this Note,  make
loans  (each,  an  "Uncommitted  Loan") to the  Company  (and the Company by the
execution  and  delivery of this Note hereby  agrees to so borrow such funds and
endorse  the  Schedule  to record  each such Loan)  during  the period  from and
including the date hereof to and including  the  Conversion  Date to pay for any
Additional  Interests as provided above. The principal amount of any Uncommitted
Loans will not reduce the Maximum Committed Amount.

          9.   Procedure for Borrowing.

               (a) The  Company may  request a  borrowing  of a  Committed  Loan
hereunder,  on any Business Day during the Committed Loan Period,  by delivering
to the  Holder an  irrevocable  written  notice  requesting  such  borrowing  (a
"Funding  Notice"),  which notice  shall state the amount to be borrowed  (which
shall be not less than lesser of  $500,000.00 or the then  unborrowed  amount of
the Maximum Committed Amount), signed by a duly authorized Veritech Designee (as
defined by the LLC Agreement),  specify the requested funding date (the "Funding
Date")  which date  shall not be earlier  than three (3) nor later than ten (10)
Business Days after the date such request is delivered to the Holder and provide
a schedule of the intended use of the proceeds of such Committed Loan.

               (b)  Upon the  Company's  request  for a  borrowing  pursuant  to
Section 9(a) hereof,  the Holder shall,  assuming all  conditions  precedent set
forth in Section 10 hereof  and have been met and  provided  no Event of Default
shall have occurred and be  continuing,  make a Committed Loan to the Company on
the requested Funding Date in the amount so requested.


                                       12
<PAGE>



          10.  Conditions to Holder Making Any  Committed  Loans.  The making of
each  Committed  Loan to the  Company  on any  Business  Day is  subject  to the
satisfaction of the following  conditions  precedent,  both immediately prior to
the making of such Loan and also after giving effect thereto and to the intended
use thereof:

               (a)  That  no  Event  of  Default  shall  have  occurred  and  be
continuing;

               (b) On the date that the Company  delivers a Funding Notice,  the
Company shall have reasonable expectation to promptly employ all of the proceeds
from the applicable Committed Loan for expenditures by the Company in accordance
with the Section 9 (Governance) of the LLC Agreement.

               (c) That the amount requested for each Committed Loan shall be an
amount  not less than the  lesser  of (x)  $500,000  or (y) the then  unborrowed
amount of the Maximum  Committed Amount and, except for the last Committed Loan,
be in multiples of $500,000.

               (d)  That  there is no  breach  of,  or  default  under,  the LLC
Agreement by the Company or any Member which has occurred and is continuing,  in
each case, other than a breach or default caused by the Holder.

          11.  Payment of Excess Amounts.

               It is  intended  that  the  Company  be  obligated  to  pay as an
additional  amount to the  Holder the excess of the  amount,  if any,  which the
Holder would have received if the Holder exercised its Conversion Right less the
amount of accrued interest which the Company has actually paid to the Holder. To
effectuate  such intent,  the Company  hereby  agrees to pay to the Holder as an
additional  amount due and payable hereunder the amount (the "Excess Amount") of
the excess,  if any,  of (x) the amount of  distributions  actually  made to the
members  in the  Company  during any fiscal  period  that the Holder  would have
received had it exercised the Conversion  Right and converted this Note into the
Converted Amount  immediately  prior to such distribution less (y) the amount of
accrued  interest during such fiscal period on the Loans actually paid to RSI on
or prior to the date of such  distribution.  The Excess  Amount shall be due and
payable by the Company on the date (and in the same form) as the distribution to
the members in the Company.

          12.  Amendments, Waivers and Consents.

               (a) Any term, covenant,  agreement or condition contained in this
Note may, with the consent of the Company,  be amended or  compliance  therewith
may be waived (either


                                       13
<PAGE>



generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively), if the Company shall have obtained the consent in writing of the
Holder.

          13.  Transfer.

               (a)  This  Note  shall  be  binding  upon  the  Company  and  its
successors and assigns;  provided,  that on or prior to the Conversion  Date the
Holder shall not assign this Note without the consent of the Company.

          14.  Definitions.  For the purposes of this  Agreement  the  following
terms shall have the meaning ascribed thereto in this Section 14.

               (a) "Affiliate" means with respect to any person:  (i) any person
at the time directly or indirectly controlling, controlled by or under direct or
indirect common control (whether by ownership of voting securities,  contract or
otherwise) with such person; and (ii) any executive officer,  senior employee or
director (or a person with similar responsibilities) of such person.

               (b) "Conversion  Event" shall mean (A) an initial public offering
of the membership  interests in (or other equity  interest in or equity security
of) the Company which is registered with the Securities and Exchange  Commission
under the  provisions of the Act;  provided,  that not less than twenty  percent
(20%) of such  interests  (on a fully  diluted  basis after giving effect to the
sale of such  interests  in such IPO) shall be issued in such  offering  (or any
substantially similar transaction, including without limitation, the transfer of
the Company's assets to a subsidiary and the sale of such subsidiary's  stock in
an  offering  of the type  described  in this  subsection  with  respect  to the
Company),  (B) any merger or consolidation or similar transaction of the Company
with another entity other than a Subsidiary (as hereinafter defined), or (C) the
sale or transfer of all or substantially all of the assets of the Company to any
person or entity other than to a Subsidiary.

               (c) "Junior Debt" means all future  indebtedness  of the Company,
if any,  which by its terms is junior in right of  payment  to the  indebtedness
represented  by this  Note and any  indebtedness  of the  Company  to any of its
members or any of their respective Affiliates, it being acknowledged that on the
date hereof there is no Junior Debt of the Company.

               (d)  "Liens"  means  any  lien,  encumbrance,  claim,  charge  or
restriction on or with respect to the membership  interests in the Company other
than a lien, encumbrance, claim, charge or restriction imposed by this Agreement
or which was  granted in order to secure any  obligation  of the  Company or any
guaranty of any obligation of the Company at the request of the Company.


                                       14
<PAGE>



               (e) "Pari  Passu Debt"  means any claims or  indebtedness  of the
Company to any person or entity or any of its Affiliates that is or was a member
in the Company.

               (f)  "Percentage  Membership  Interest"  shall mean a  percentage
equal to the membership  interest in the Company of the specified  holder on the
date of  determination  divided by the  aggregate  membership  interests  in the
Company.

               (g) "Subsidiary" shall mean OnSite Access LLC, a New York limited
liability  company,  and OnSite  Access Local LLC, a New York limited  liability
company.

          15.  Miscellaneous.

               (a) Notices.  All notices given pursuant to this Note shall be in
writing and shall be made by  hand-delivery,  first-class  mail  (registered  or
certified,  return  receipt  requested),  telex,  telecopier,  or overnight  air
courier guaranteeing next day delivery:

               (i)  if to the Company,
                    to the principal office of the Company:

                    680 Fifth Avenue
                    New York, NY  10022
                    Attention: The Chairman
                    Tel:    (212) 324-1514
                    Fax:    (212) 324-1550

                    with a copy to:

                    Herrick, Feinstein LLP
                    2 Park Avenue
                    New York, NY  10016
                    Attention:  Stephen M. Rathkopf, Esq.
                    Tel:  (212) 592-1400
                    Fax: (212) 889-7577

                    with a copy to:

                    Paul, Hastings, Janofsky & Walker LLP
                    399 Park Avenue, 30th Floor
                    New York, NY  10022
                    Attention:  Scott Wornow, Esq.


                                       15
<PAGE>



                    Tel:  (212) 318-6000
                    Fax:  (212) 319-4090

                    and

                    Pryor, Cashman, Sherman & Flynn
                    410 Park Avenue
                    New York, New York 10022
                    Attention:  Steven M. Rabinowitz, Esq.

               (ii) if to the Holder,  to it at its address provided above or as
the Holder shall  designate to the Company in writing,  such  designation  to be
effective only upon receipt with a copy to Herrick, Feinstein LLP at the address
set forth above.

               (iii) Except as otherwise  provided in this Agreement,  each such
notice  shall be  deemed  given at the time  delivered  by hand,  if  personally
delivered;  five  business  days  after  being  deposited  in the mail,  postage
prepaid, if mailed; when answered back, if telexed;  when receipt  acknowledged,
if telecopied;  and the next business day after timely  delivery to the courier,
if sent by overnight air courier guaranteeing next business day delivery.

               (b) All actions and  proceedings  arising out of, or relating to,
this  Agreement  shall be heard and  determined  in any state or  federal  court
sitting in New York.  The  Company,  by  execution  and  delivery  of this Note,
expressly and irrevocably consent and submit to the personal jurisdiction of any
of such courts in any such action or proceeding;  (ii) consent to the service of
any complaint,  summons,  notice or other process relating to any such action or
proceeding  by  delivery  thereof  to such party by hand or by  certified  mail,
delivered or addressed as set forth in this  Section;  and (iii) waive any claim
or  defense  in any such  action  or  proceeding  based on any  alleged  lack of
personal  jurisdiction,  improper  venue or forum non  conveniens or any similar
basis.

               (c)  Specific  Performance  and  Injunctive  Relief.  The parties
recognize and  acknowledge  that their  membership  interests of the Company are
closely held and that,  accordingly,  in the event of a breach or default by one
or more of the  parties  hereto of the terms and  conditions  of this Note,  the
damages to the remaining  parties to this Note, or any one or more of them,  may
be impossible to ascertain and such parties will not have an adequate  remedy at
law. In the event of : (i) any such breach or default in the  performance of the
terms and provisions of Section 11 hereof on or prior to the Conversion Date; or
(ii) any breach or default by the Company of its  obligation  to issue or assign
or transfer the Conversion Amount in accordance with Section 3 hereof, any party


                                       16
<PAGE>



or  parties  thereof  aggrieved  thereby  shall be  entitled  to  institute  and
prosecute proceedings in any court of competent  jurisdiction,  either at law or
in equity,  to enforce the specific  performance  of the terms and conditions of
this Note,  to enjoin  further  violations of the  provisions of this  Agreement
and/or to obtain  damages.  Such remedies  shall  however be cumulative  and not
exclusive  and shall be in  addition to any other  remedies  which any party may
have under this  Agreement or at law (including the right to retain a Deposit as
partial  "liquidated  damages").  Each Member hereby waives any  requirement for
security  or the  posting  of any bond or other  surety  and proof of damages in
connection  with any temporary or permanent  award of  injunctive,  mandatory or
other equitable relief and further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

               (d)  Attorneys'  Fees.  In any  action or  proceeding  brought to
enforce  any  provision  of this  Agreement,  or where any  provision  hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable  attorneys'  fees and all  disbursements  in  addition  to any  other
available remedy.

               (e)  Severability.  If any  provision  of this  Agreement  or the
application  thereof  to any  party or  circumstance  shall be held  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to the other parties or circumstances  shall not b e affected
thereby and shall be enforced to the greatest  extent  permitted  by  applicable
law.

               (f) This Note may be executed in any number of counterparts, each
of which shall be an original,  and all of which shall  together  constitute one
agreement.

               (g) Any word or term used in this  Agreement in any form shall be
masculine, feminine, neuter, singular or plural, as proper reading requires. The
words  "herein",  "hereof",  "hereby" or "hereto"  shall refer to this Agreement
unless otherwise  expressly  provided.  Any reference herein to a Section or any
exhibit or  schedule  shall be a  reference  to a Section  of, and an exhibit or
schedule to, this Agreement unless the context otherwise requires. Any reference
herein to a "business  day" shall mean a day in which the New York branch of the
Federal Reserve Bank is open for business during its normal hours of operation.

               (h) Upon receipt of evidence  satisfactory  to the Company of the
loss, theft,  destruction or mutilation of this Note (and upon surrender of this
Note  if  mutilated),   and  upon  reimbursement  of  the  Company's  reasonable
incidental  expenses,  the Company shall execute and deliver to the Holder a new
Note of like date, tenor and denomination.


                                       17
<PAGE>



               (i) No course of dealing  and no delay or omission on the part of
the Holder in exercising  any right or remedy shall operate as a waiver  thereof
or otherwise prejudice the Holder's rights,  powers or remedies. No right, power
or remedy conferred by this Note upon the Holder shall be exclusive of any other
right, power or remedy referred to herein or now or hereafter  available at law,
in equity,  by statute or  otherwise,  and all such  remedies  may be  exercised
singly or concurrently.

               (j)  This  Note  may be  amended  only  by a  written  instrument
executed by the Company and the Holder hereof.  Any amendment  shall be endorsed
upon this Note, and all future Holders shall be bound thereby.

               (k) This Note has been negotiated and consummated in the State of
New York and shall be governed by and construed in  accordance  with the laws of
the State of New York, without giving effect to principles  governing  conflicts
of law.






                      [The next page is the signature page]


                                       18
<PAGE>


                  IN WITNESS  WHEREOF,  each of the  Company  and the Holder has
caused this Note to be executed and dated the day and year first above written.


                                               THE COMPANY

                                               ONSITE VENTURES, L.L.C.

                                               By: /s/    Jon Halpern
                                                  ------------------------------
                                                  Name:    Jon Halpern
                                                  Title:   Manager


                                               THE HOLDER

                                               RSI-OSA HOLDINGS, INC.

                                               By: /s/    Scott Rechler
                                                  ------------------------------
                                                  Name:    Scott Rechler
                                                  Title:   President








                                       19
<PAGE>



     SCHEDULE ATTACHED TO CONVERTIBLE SUBORDINATED LOAN AGREEMENT AND PROMISSORY
NOTE


            IN THE INITIAL MAXIMUM COMMITTED AMOUNT OF $6,500,000.00

                           FOR ONSITE VENTURES, L.L.C.


<TABLE>
<CAPTION>
 ----         -------------        --------------          ---------         -----------------           -------
              TYPE OF LOAN
                COMMITTED                                  AMOUNT OF                                   ENDORSEMENT
 DATE              OR              AMOUNT OF LOAN          REPAYMENT         TOTAL OUTSTANDING           MADE BY
               UNCOMMITTED
--------      -------------        --------------          ---------         -----------------           -------

<S>           <C>                  <C>                     <C>               <C>                         <C>
2/20/98        Committed           $625,000                                   $625,000
--------      -------------        --------------          ---------         -----------------           -------
3/13/98        Committed           $350,000                                   $975,000
--------      -------------        --------------          ---------         -----------------           -------
4/10/98        Committed           $150,000                                   $1,125,000
--------      -------------        --------------          ---------         -----------------           -------
5/18/98        Committed           $1,000,000                                 $2,125,000
--------      -------------        --------------          ---------         -----------------           -------
6/25/98        Committed           $1,000,000                                 $3,125,000
--------      -------------        --------------          ---------         -----------------           -------
8/14/98        Committed           $1,000,000                                 $4,125,000
--------      -------------        --------------          ---------         -----------------           -------
10/16/98       Committed           $1,000,000                                 $5,125,000
--------      -------------        --------------          ---------         -----------------           -------
12/11/98       Committed           $1,375,000                                 $6,500,000
--------      -------------        --------------          ---------         -----------------           -------
</TABLE>












                                       20