PROMISSORY NOTE


$3,000,000.00                                              Boston, Massachusetts
                                                                  August 4, 1997


         FOR VALUE RECEIVED,  the undersigned Augment Systems,  Inc., a Delaware
corporation  (the  "Borrower")  hereby  promises  to pay to the  order  of FLEET
NATIONAL  BANK (the  "Bank") the  principal  amount of Three  Million and 00/100
($3,000,000.00)  Dollars or such portion  thereof as may be advanced by the Bank
pursuant  to ss.1.2  of that  certain  letter  agreement  of even date  herewith
between  the  Bank  and  the  Borrower  (the  "Letter  Agreement")  and  remains
outstanding  from time to time hereunder  ("Principal"),  with interest,  at the
rate hereinafter set forth, on the daily balance of all unpaid  Principal,  from
the date hereof until payment in full of all Principal and interest hereunder.

         Interest on all unpaid  Principal  shall be due and payable  monthly in
arrears, on the first day of each month, commencing on the first such date after
the  advance  of any  Principal  and  continuing  on the first day of each month
thereafter  and on the date of  payment of this note in full,  at a  fluctuating
rate per annum  (computed  on the basis of a year of three  hundred  sixty (360)
days for the actual number of days elapsed) which shall at all times be equal to
the sum of (i) one-half of one (0.5%) percent per annum plus (ii) the Prime Rate
as in effect  from time to time (but in no event in excess of the  maximum  rate
permitted by then  applicable  law). A change in the aforesaid  rate of interest
shall become  effective on the same day on which any change in the Prime Rate is
effective.  Overdue  Principal  and,  to the extent  permitted  by law,  overdue
interest shall bear interest at a fluctuating  rate per annum which at all times
shall be equal to the sum of (i) two (2%)  percent  per annum  plus (ii) the per
annum rate  otherwise  payable under this note (but in no event in excess of the
maximum rate permitted by then applicable law),  compounded  monthly and payable
on demand.  As used  herein,  "Prime Rate" means that rate of interest per annum
announced by the Bank from time to time as its prime rate,  it being  understood
that such rate is merely a reference  rate, not  necessarily  the lowest,  which
serves as the basis upon which  effective  rates of interest are  calculated for
obligations  making  reference  thereto.  If the entire  amount of any  required
Principal  and/or  interest  is not paid  within ten (10) days after the same is
due, the Borrower shall pay to the Bank a late fee equal to five percent (5%) of
the required payment.

         All outstanding Principal and all interest accrued thereon shall be due
and payable in full on the first to occur of: (i) an  acceleration  under ss.5.2
of the Letter  Agreement or (ii) July 31, 1998. The Borrower may at any time and
from time to time prepay all or any portion of said  Principal,  without premium
or  penalty.  Under  certain  circumstances  set forth in the Letter  Agreement,
prepayments of Principal may be required.

         Payments of both  Principal and interest  shall be made, in immediately
available  funds, at the office of the Bank located at 75 State Street,  Boston,
Massachusetts  02109, or at such other address as the Bank may from time to time
designate.






         The  undersigned  Borrower  irrevocably  authorizes the Bank to make or
cause to be made,  on a  schedule  attached  to this note or on the books of the
Bank, at or following  the time of making any Revolving  Loan (as defined in the
Letter  Agreement)  and of receiving  any payment of Principal,  an  appropriate
notation  reflecting such  transaction and the then aggregate  unpaid balance of
Principal.  Failure of the Bank to make any such  notation  shall not,  however,
affect any obligation of the Borrower  hereunder or under the Letter  Agreement.
The unpaid  Principal  amount of this note, as recorded by the Bank from time to
time on such schedule or on such books, shall constitute presumptive evidence of
the aggregate unpaid principal amount of the Revolving Loans.

         The  Borrower  hereby (a) waives  notice of and consents to any and all
advances,  settlements,  compromises, favors and indulgences (including, without
limitation,  any extension or postponement of the time for payment), any and all
receipts,  substitutions,  additions,  exchanges and releases of collateral, and
any and all  additions,  substitutions  and releases of any person  primarily or
secondarily  liable, (b) waives  presentment,  demand,  notice,  protest and all
other demands and notices generally in connection with the delivery, acceptance,
performance,  default or  enforcement  of or under this note,  and (c) agrees to
pay, to the extent permitted by law, all costs and expenses,  including, without
limitation,  reasonable  attorneys'  fees,  incurred  or  paid  by the  Bank  in
enforcing this note and any collateral or security therefor,  all whether or not
litigation is commenced.

         This note is the Revolving  Note  referred to in the Letter  Agreement.
This note is secured  by,  and is  entitled  to the  benefit  of,  the  Security
Agreement  (as  defined  in the  Letter  Agreement).  This  note is  subject  to
prepayment as set forth in the Letter  Agreement.  The maturity of this note may
be accelerated  upon the  occurrence of an Event of Default,  as provided in the
Letter Agreement.

         Executed,  as an  instrument  under seal,  as of the day and year first
above written.

CORPORATE SEAL                                AUGMENT SYSTEMS, INC.

ATTEST:

____________________________                  By:__________________________
Secretary                                            Name:
                                                     Title:


                                      -2-