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

$100,800.00                  New York, New York                  March 1, 1997


        FOR VALUE RECEIVED, COMPUTER OUTSOURCING SERVICES, INC., a New York
Corporation with its principal place of business located at 360 West 31st 
Street, New York, New York 10001 hereinafter referred to as Maker, promises to
pay to the order of DATAFAST, INC. with its principal place of business located
571A White Plains Road, Eastchester, New York 10709 hereinafter referred to as
Payee or Note Holder, the sum of One Hundred Thousand Eight Hundred and No/100
($100,800.00) Dollars payable as follows:

        Beginning on the first day of March, 1997 and on the first day of each
month and each and every month thereafter, for a total period of thirty-six
(36) consecutive months in equal monthly installments in the sum of Two
Thousand Eight Hundred and No/100 ($2,800.00) Dollars until maturity on
February 1st, 2000 at which time the remaining principal balance shall be
payable to the Payee.

        The Maker shall pay the monthly installments due hereunder by check
made payable to Payee or Holder hereof at the address set forth above for 
Payee or at such other place as the Payee or Holder hereof may from time to 
time designate in writing to the Maker.

        Should any payment due pursuant to this Note not be received by the
Payee by the 10th day of the month in which same is due, the Maker shall pay
a penalty of five (5%) percent of the amount of said payment.  This provision
however shall no way limit the Holder's further rights contained herein.

        The Payee or any subsequent Holder of this Note may declare the
principal of and accrued interest on this Note immediately due and payable
upon the occurrence of any of the following conditions or events which shall
be deemed a default:

                (a)  If any installment of principal or other amounts payable
                     hereunder remains unpaid for a period of thirty (30) days
                     after becoming due; or

                (b)  The failure of Maker to perform any of its covenants as
                     set forth herein; or

                (c)  The failure of Maker to perform any term, covenant or
                     condition set forth in the Asset Purchase Agreement
                     executed between the Payee and Maker herein; or

                (d)  Any other obligation or indebtedness of the Maker is not
                     paid when due, or is in default; or






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                (e)  Maker shall become insolvent or bankrupt (voluntarily or
                     involuntarily or fail to pay its debts as they mature or
                     any judgments shall be rendered against the Maker or the
                     commencement of any proceeding, procedure or other remedy
                     supplemental to the enforcement of a judgment against 
                     the Maker or Maker commences a dissolution proceeding 
                     or Maker hereunder shall make an assignment for the
                     benefit of creditors or a trustee or receiver or
                     liquidator shall be appointed for the Maker for a
                     substantial part of the corporate assets or a bankruptcy
                     reorganization, arrangement, insolvency or other similar
                     proceeding shall be instituted by the Maker or the Maker
                     indicates consent to, approval of, or acquiesces in the
                     same and within ninety days after the appointment of such
                     trustee, receiver or liquidator same shall have not been
                     vacated or such proceeding shall not have been dismissed;
                     or

        In the event of a default Maker expressly waives notice of presentment
for payment, notice of dishonor, protest, notice of protest or further notice
of any other kind.

        In the event of a default herein interest shall accrue upon the unpaid
and remaining principal balance at a rate of ten (10%) per centum per annum
until the obligations of Maker to Payee are satisfied.

        In the event that is necessary for the Payee or a Holder hereof to
commence any legal action to collect any monies due pursuant to this 
Promissory Note, then and in such event, the Payee or a Holder hereof shall be
entitled to recover the cost, and disbursements, and resonable attorney's fees
incurred in any such proceeding or in the preparation of said proceeding.

        This Promissory Note may be prepaid, in whole or in part, at any time,
without penalty, provided that the Payee or a Holder hereof is notified in
writing by the Maker of the Maker's intention to prepay this Promissory Note.

        If a law, which applies to this Promissory Note which sets the maximum
loan charges, is finally interpreted so that the interest or other loan charges
collected or to be collected in connection with this Promissory Note exceed the
permitted limits, then any such interest or other loan charge shall be reduced
by the amount necessary to reduce the charge to the permitted limits and any
sums already collected from the Maker which exceeded permitted limits will be
refunded to the Maker.  The Payee or a Holder hereof may choose to make this
refund by reducing the principal owed under this Promissory Note or by 
Making a direct payment to the Maker.  If a refund reduces the principal, the
reduction will be treated as a partial prepayment.

        Should the Payee or a Holder hereof not declare the entire principal of
and interest due on this Promissory Note immediately due and payable upon the
occurrence of any of the conditions or events of default specified herein, 
same shall not be deemed a waiver of the Payee's or Holder's rights hereunder





<PAGE>



and the Payee or a Holder hereof shall retain the right to do so should any of
the aforementioned conditions or events continue or occur at a later time.

        Any notice that must be given to the Maker pursuant to this Promissory
Note or pursuant to applicable law, shall be given to the Maker by delivering 
it or by mailing it by First Class Mail to the Maker at the address stated
above unless the Maker gives the Payee or a Holder hereof written notice of a
different address.




                                            By :   Zach Lonstein
                                            ------------------------------
                                                        MAKER



STATE OF NEW YORK               )
COUNTY OF NEW YORK              )    ss:



        On this         day of March, 1997 before me personally came 
Zack Lonstein to me known, who being by me duly sworn, did depose and say
that he resides at 360 West 31st Street, New York, New York that he is the 
Chairman of Computer Outsourcing Services, Inc. the Corporation described 
in and which executed the foregoing instrument; that he knows the Seal of
said Corporation; that the Seal affixed to said instrument is such Corporate
Seal; that it was so affixed by order of the Board of Directors of said
Corporation, and that he signed his name thereto by like order.





        

                                            By :  Michael Carmody
                                            ------------------------------
                                                     NOTARY PUBLIC

                                            Michael Carmody
                                            Notary Public, State of New York
                                            No. 02CA5024046
                                            Qualified in Westchester County
                                            Commission Expires Feb. 22, 1998