CONVERTIBLE DEMAND NOTE

$400,100.00                                                   New York, New York
                                                  Dated: As of December __, 1992

                  1. FOR VALUE RECEIVED, the undersigned, STG INTERNATIONAL,
INC. ("Payor"), hereby promises to pay to the order of Brian Hinchcliffe
("Payee"), on demand, pursuant to five (5) days notice of such demand for
payment, but not later than December 31, 1997, in lawful money of the United
States, the principal sum of Four Hundred Thousand One Hundred ($400,100.00)
Dollars, together with any and all accrued interest thereon.

                  2. Commencing on January 1, 1993, the unpaid principal balance
hereof outstanding shall bear interest at a rate equal to ten (10%) percent per
annum. Interest hereunder shall be calculated on the basis of a 365-day year for
the actual number of days elapsed.

                  3. Commencing January 1, 1996, Payee shall have the right, at
his option to convert all or any portion of this Note, including any interest
accrued thereon, into the number of fully paid and nonassessable shares of
Common Stock of STG International, Inc. as shall be equal to the aggregate
principal amount of this Note, and any interest accrued thereon, then being
converted multiplied by five (5), by delivery of the this Note to Payor at the
offices of the Payor at the time of such request for conversion.

                  4. Presentment for payment, demand for payment, notice of
non-payment, notice of dishonor, protest and notice of protest are hereby
waived. The principal sum of, and any accrued interest on, this Note shall be
irrevocably and unconditionally payable by Payor, without offset, discount,
defense, claim or counterclaim of any nature except as otherwise provided in
Paragraph 3 hereto.

                  5. This Note may be prepaid, in whole or in part, at any
time, without premium or penalty.

                  6. No failure on the part of Payee to exercise, and no delay
in exercising any right hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise by Payee of any right preclude any other or
further exercise thereof or the exercise of any other right. Payor shall
reimburse Payee for all costs and expenses incurred by Payee, and Payor shall
pay the attorneys' fees and disbursements of counsel to Payee, in connection
with enforcement of any of Payee's rights and remedies under this Note.


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                  7. No amendment, modification or waiver of any provision of
this Note, nor any consent to any departure by Payor therefrom, shall be
effective unless the same shall be in writing and signed by Payee and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


                  8. This Note shall be binding upon the Payor and its
successors and assigns, and the terms hereof shall inure to the benefit of Payee
and their successors and assigns, including subsequent holders hereof. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any jurisdiction.

                  9. Any notice, request, demand or other communication
permitted or required to be given under this Note shall be in writing, shall be
sent by one of the following means to the addressee at the address provided
above (or at such other address as shall be designated hereunder by notice to
the other party) and shall be deemed conclusively to have been given: (i) on the
first day following the day timely deposited with Federal Express (or other
equivalent national overnight courier) or United States Express Mail, with the
cost of delivery prepaid or for the account of the sender; (ii) on the fifth day
following the day duly sent by certified or registered United States mail,
postage prepaid and return receipt requested; or (iii) on the day actually
received by the addressee when personally delivered.

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                  10. This Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law or choice of law. Payor hereby irrevocably and unconditionally
consents to the exclusive jurisdiction and venue of any New York State or
Federal court located in New York City over any action or proceeding arising out
of any dispute between Payor and Payee, and Payor further irrevocably and
unconditionally consents to the service of process in any such action or
proceeding by the mailing of a copy of such process to Payor at its address.

                                         STG INTERNATIONAL, INC.

                                         By:_______________________________

                                            Name:

                                            Title:

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