PROMISSORY NOTE
                                 ---------------

$710,000                                                   Nashua, New Hampshire
                                                           December 31, 1996

         FOR VALUE  RECEIVED,  the  Undersigned  promises to pay to the order of
Theodore J. Goodlander  (hereinafter  the "Holder"),  the principal sum of Seven
hundred and ten thousand  dollars,  with  interest  therein,  at the rate of the
Prime Rate of  interest  per annum then in effect at  Citibank,  N.A.,  plus one
percent (1%), per annum, upon the unpaid balance thereof to be paid,  payable as
follows:

         a)     Interest shall be due and payable monthly.
         b)     Principal and any accumulated  interest shall be due and payable
                on January 31, 1998.
         c)     Interest on any accrued but unpaid amounts,  which remain unpaid
                as of their due dates, shall accrue interest at the penalty rate
                of one percent (1%) per month,  on any unpaid  portion  thereof,
                until paid.

         In the event the Undersigned, (i) defaults in the payments of principal
or of  interest  on this Note,  or (ii) makes an  assignment  for the benefit of
creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt,
petitions  or applies to any tribunal for any receiver of any trustee of, of for
the undersigned, commences any proceeding relating to the Undersigned, under any
reorganization,  agreement, readjustment of debt, dissolution or liquidation law
or statute of any jurisdiction,  whether now or hereafter in effect, or there is
commenced against the Undersigned, any such proceeding which remains undismissed
for a period of thirty (30) days,  or any order  approving  the  petition in any
such proceedings is entered, or the Undersigned by any act indicates its consent
to, approval of or acquiescence in any such  proceedings,  or the appointment of
any  receiver  of,  or  trustee  for  the  Undersigned,   or  suffers  any  such
receivership or trusteeship to continue undischarged for a period of thirty (30)
days, then at the option of the Holder,  this Note shall become  immediately due
and payable without notice or demand.

         The  Undersigned  shall be  entitled  to pre-pay any part or all of the
balance  remaining sums due hereunder,  at any time.  Payment hereunder shall be
delivered to the Holder hereof at Nashua, New Hampshire,  or such other place as
the Holder hereof may direct,  and shall be deemed paid when due, if post-marked
on or before the due date. No delay on the Holder hereto in exercising any right
hereunder  shall operate as a waiver of such right or any other right under this
Note. If collection of this Note is required to be made through an attorney, the
Undersigned  agrees  to  pay  the  costs  of  collection,  including  reasonable
attorneys' fees.

WITNESS                                        UNDERSIGNED:

/s/ Norunn Heilevang                           /s/ Theodore J. Goodlander
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                                               Theodore J. Goodlander, President
                                               Storage Computer Corporation