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                                                                   EXHIBIT 10.11


                              AMENDED AND RESTATED

                        7 3/4 UNSECURED PROMISSORY NOTE


     FOR VALUE RECEIVED, the undersigned, Terence M. Leahy (the "Borrower"),
hereby promises to pay to Modus Media International Holdings, Inc., a Delaware
corporation (the "Company"), or to the legal holder of this Unsecured
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Promissory Note at the time of payment, the principal sum of one million dollars
($1,000,000) in lawful money of the United States of America, and to pay simple
interest (computed on the basis of a 365 or 366 day year, as the case may be) on
the principal amount hereof from and after March 7, 1997 until the entire
principal amount hereof has been paid in full, at the rate of 7 3/4% per annum.
The entire principal amount of indebtedness evidenced by this Unsecured
Promissory Note shall be repaid on the Maturity Date. Each payment of principal
shall be accompanied by payment of any accrued and unpaid interest thereon.

     If the date set for any payment or prepayment of principal or interest
hereunder is a Saturday, Sunday or legal holiday, then such payment or
prepayment shall be made on the next preceding business day.

     This Amended and Restated Promissory Note restates in its entirety the
7 3/4% Unsecured Promissory Note of Borrower dated March 7, 1997 to Stream
International Inc. (which Note has been assigned to the Company) and is in
addition to the Secured Non-Recourse Note referred to in the Employment
Agreement, dated as of April 21, 1995, between Stream International Holdings
Inc., a Delaware corporation, and the parent of the Company (the "Parent") and
the Borrower. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Employment Agreement dated as of January 1,
1998 between Borrower and the Company (the "Employment Agreement").

     As used in this Note:

     (a)  The term "Maturity Date" means the earlier of (i) a Liquidity Event,
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          or (ii) the termination of the Borrower's employment with the Company
          or any successor thereto by the Company for "Cause" (as defined in the
          Employment Agreement) or by resignation of the Borrower without "Good
          Reason" (as defined in the Employment Agreement).

     (b)  The term "Liquidity Event" means an Acquisition Event (as defined in
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          the Employment Agreement) in which Borrower receives, in exchange for
          his shares of capital stock of the Borrower ("Shares") and/or his
          options to purchase shares of capital stock of the Borrower
          ("Options"), Liquid Consideration (as defined in the Employment
          Agreement) having a fair market value (as determined pursuant to
          Section 3(d)) equal to at least $3,000,000. For this purpose, options
          issued in substitution or
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     exchange for the Options pursuant to an Acquisition Event shall be
     considered Liquid Consideration if the shares underlying such options
     constitute Liquid Consideration and shall be valued as the difference
     between the exercise price of such options and the fair market value of
     such underlying shares. If any consideration received by the Borrower
     pursuant to an Acquisition Event in exchange for his Shares or Options does
     not constitute Liquid Consideration having a fair market value equal to at
     least $3,000,000, such Acquisition Event shall be deemed to be a Liquidity
     Event at such later time (if any) that such consideration becomes Liquid
     Consideration having a value at least equal to $3,000,000. If the
     consideration payable in an Acquisition Event includes an earn-out, the
     amount of such earn-out shall be taken into account at the time the
     earn-out is actually earned and paid in determining whether the Borrower
     has received at least $3,000,000 of Liquid Consideration.

     Interest on the principal amount hereof outstanding from time to time shall
accrue but shall not be payable until the Maturity Date.

     This Unsecured Promissory Note is subject to the following further terms
and conditions:

     1.   Payment and Prepayment: All payments of principal and interest on this
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          Unsecured Promissory Note shall be made to the Company or its order,
          or to the legal holder of this Unsecured Promissory Note or such
          holder's order, in lawful money of the United States of America at the
          principal offices of the Company (or at such other place as the holder
          hereof shall notify the Borrower in writing).

     2.   Events of Default. Upon the occurrence of any of the following events
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          ("Events of Default"):
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          (a)  Failure to pay the principal of this Unsecured Promissory Note,
               which shall be unremedied for five days following the date when
               such payment was originally due hereunder; or

          (b)  Failure to pay any interest installment due under this Unsecured
               Promissory Note which shall remain unremedied for five days
               following the date when such installment was originally due
               hereunder;

               then, and in any such event, the holder of this Unsecured
               Promissory Note may declare, by notice of default given to the
               Borrower, the entire principal amount of this Unsecured
               Promissory Note to be forthwith due and payable, whereupon the
               entire principal amount of this


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               Unsecured Promissory Note outstanding and any accrued and unpaid
               interest hereunder shall become due and payable without
               presentment, demand, protest, notice of dishonor and all other
               demands and notices of any kind, all of which are hereby
               expressly waived. Upon the occurrence of an Event of Default, the
               accrued and unpaid interest hereunder shall thereafter bear the
               same rate of interest as on the principal hereunder, but in no
               event shall such interest be charged which would violate any
               applicable usury law. If an Event of Default shall occur
               hereunder, the Borrower shall pay costs of collection, including
               reasonable attorneys' fees, incurred by the holder in the
               enforcement hereof.

               No delay or failure by the holder of this Unsecured Promissory
               Note in the exercise of any right or remedy shall constitute a
               waiver thereof, and no single or partial exercise by the holder
               hereof of any right or remedy shall preclude other or future
               exercise thereof or the exercise of any other right or remedy.

          3.   Forgiveness, Etc.
               ----------------

               (a)  Notwithstanding any other provision of this Note, if the
                    employment of the Borrower with the Company or any successor
                    terminates for any reason other than termination by the
                    Company or such successor with "Cause" or resignation by the
                    Borrower without "Good Reason" (as such terms are defined in
                    the Employment Agreement), or if such employment terminates
                    by reason of death or disability (as defined in the
                    Employment Agreement), all payment and interest under this
                    Note shall be forgiven and this Note shall be of no further
                    force or effect.

               (b)  Notwithstanding any other provision of this Note, upon the
                    occurrence of a Maturity Date as a result of the resignation
                    of the Borrower as an employee of the Company or any
                    successor without "Good Reason", the Borrower shall be
                    obligated to surrender to the Company, in full payment of
                    principal and interest due under this Note, Shares and/or
                    Options (selected by the Borrower) having a then fair market
                    value equal to such principal and interest and, if the fair
                    market value of all Shares and Options then held by the
                    Borrower is less than the amount of such principal and
                    interest, the Company shall forgive the balance of such
                    principal and interest in excess of such fair market value.

               (c)  Notwithstanding any other provision of this Note, upon the
                    occurrence of a Maturity Date as a result of a Liquidity
                    Event, Borrower shall have the right to pay the principal
                    and interest due under this Note in cash



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                    or by surrender to the Company of Liquid Consideration
                    having a fair market value equal to such principal and
                    interest.

               (d)  For purposes of this Note, "fair market value" shall be
                    determined by agreement of the Company and the Borrower or,
                    if no such agreement is reached within 30 days after a
                    determination of fair market value is required under this
                    Note, by an investment banking firm selected by the Board of
                    Directors of the Company with the approval of the Borrower,
                    which approval shall not be unreasonably withheld.

     4.   Transfers. While this Note is outstanding, Borrower shall not sell or
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          otherwise transfer any of his Shares or Options (other than pursuant
          to an Acquisition Event) unless the transferee agrees in writing to be
          bound by the provisions of Section 3(b) of this Note as if such
          transferee were the Borrower.

     5.   Miscellaneous.
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          (a)  The provisions of this Unsecured Promissory Note shall be
               governed by and construed in accordance with the laws of the
               Commonwealth of Massachusetts, without regard to the conflicts of
               law rules thereof.

          (b)  This Unsecured Promissory Note may be assigned by the Company or
               any assignee of the Company without the consent of, or notice to,
               the Borrower.

          (c)  All notices and other communications hereunder shall be in
               writing and will be deemed to have been duly given to the Company
               if delivered or mailed in accordance with the Employment
               Agreement, and to the Borrower if addressed as follows:

                         Terence M. Leahy


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          (d)  The headings contained in this Unsecured Promissory Note are for
               reference purposes only and shall not affect in any way the
               meaning or interpretation of the provisions hereof.



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     IN WITNESS WHEREOF, this Unsecured Promissory Note has been duly executed
and delivered by the Borrower on the date first above written.




                                        /s/ Terence M. Leahy
                                        --------------------------------
                                        (Signature of Borrower)




 Witness:


/s/ Ann E. Tyryar
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