<PAGE>

                                                                       EXHIBIT 2

                                                        Schedule A
                                                        ----------



CONVERTIBLE PROMISSORY NOTE
---------------------------

$600,000                                                  Billerica,
                                                   Massachusetts
                                                          September 25, 2001

     FOR VALUE RECEIVED, SAZTEC INTERNATIONAL, INC. (the "Company"), a
California corporation, promises to pay to the order of DATAMATICS TECHNOLOGIES
LIMITED (the "Holder"), the principal amount of SIX HUNDRED THOUSAND DOLLARS
($600,000) as hereinafter provided, together with interest (computed on the
basis of a 360-day year) on the unpaid principal amount hereof at the variable
rate of two percent (2%) above the rate published in The Wall Street Journal
                                                     -----------------------
"Money Rates" column as the "Prime Rate" (the "Interest Rate"), with such rate
to change as of the date of each change in such Prime Rate.  All principal and
interest payable under this Note will be due and payable in full on November 1,
2003 (the "Maturity Date"). This Note may not be prepaid without the consent of
the Holder. All payments of principal and interest are to be made in lawful
money of the United States of America by wire transfer in accordance with the
Holder's written instructions.

     Conversion. At any time prior to the payment in full of all the principal
     ----------
and interest under this Note, the Holder shall have the option to convert this
Note to that number of shares of common stock of the Company as is equal to the
quotient, the numerator of which is the balance of all principal and unpaid
interest under this Note and the denominator of which is a conversion price of
U.S. $0.20 per share (the "Conversion Shares").  The Holder shall exercise this
conversion option by delivering written notice of such exercise to the Company.
The Company shall, within three (3) business days after the date the Holder
surrenders this Note to the Company at its offices at 900 Middlesex Trunpike,
Bldg. 5, Billerica, Massachusetts 01821, issue and deliver to the Holder (the
term "Holder" for the purposes of this paragraph will include any nominee of the
Holder), registered in Holder's name, a certificate or certificates for the
number of full shares of common stock of the Company issuable on conversion of
this Note.  To the extent permitted by applicable law, such conversion will be
deemed to have been effected as of the date the Company receives notice of the
Holder's exercise of its conversion option; and, effective on

                                     -46-
<PAGE>

such date, the rights of the Holder hereunder, other than its right to receive
the Conversion Shares and to exercise its rights with respect thereto, will
cease and the person or persons in whose name or names any certificate or
certificates for shares of common stock are issuable on such conversion will be
deemed to have become the holder or holders of record of the Conversion Shares
represented thereby. The Company will not be obligated to issue any fractional
share in connection with the conversion, but may elect to pay the Holder cash in
the amount of the applicable fraction multiplied by the above conversion price
in lieu of issuing any fractional share.

     Adjustment.  The conversion price shall be equitably adjusted to reflect
     ----------
stock splits, combinations, dividends or distributions or any similar event.

     Events of Default and Remedies.  The following events will constitute
     ------------------------------
"Events of Default":

          (A)  A petition seeking bankruptcy, reorganization, readjustment,
arrangement, composition or similar relief is filed against the Company under
the federal bankruptcy laws or any other similar applicable federal or state
law, and such petition continues undischarged and unstayed for a period of sixty
(60) days; a court of competent jurisdiction enters a decree or order for
appointment of a receiver, liquidator, trustee or assignee in bankruptcy or
insolvency of the Company or a substantial part of the Company's property, or
for the winding up or liquidation of its affairs, and such decree or order
remains in force undischarged and unstayed for a period of sixty (60) days; or
any property of the Company is sequestered or attached and is not returned to
the Company's possession or released from such attachment within sixty (60) days
thereafter.

          (B)  The Company institutes bankruptcy, reorganization, readjustment,
arrangement, composition or similar proceedings; consents to the filing of a
bankruptcy, reorganization, readjustment, arrangement, composition or similar
proceeding against it; files a petition, answer or consent seeking bankruptcy,
reorganization, readjustment, arrangement, composition or similar relief of the
federal bankruptcy laws or any other similar applicable federal or state laws;
consents to the filing of any such petitions; consents to the appointment of a
receiver, liquidator, trustee or assignee in bankruptcy or insolvency of its or
a

                                     -47-
<PAGE>

substantial part of its business; makes an assignment of the benefit of
creditors; admits in writing its inability to pay its debts generally as they
become due; or the Company takes corporate action in furtherance of any of the
above purposes; or

          (C)   A governmental body or other person or entity commences an
action against the Company for the payment of money, which claim, together with
the amount claimed in any other pending actions against the Company, exceeds a
total of $200,000, and the Company does not discharge the same or provide for
its discharge in accordance with its terms, or procure a stay thereof, within
thirty (30) days from the date of the commencement thereof and within such
30-day period, or within the longer period during which the execution of such
judgment has been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal.

     If any one or more of the above Events of Default should occur, then the
Holder may declare the entire principal and all accrued and unpaid interest
thereon to be due and payable immediately (unless applicable bankruptcy or other
law prohibits the Holder from making such a declaration, in which event the
entire principal hereof and all accrued and unpaid interest thereon will
automatically and immediately become due and payable).  On any such declaration
or automatic acceleration, the principal of this Note and all accrued and unpaid
interest will be immediately due and payable, anything in this Note to the
contrary notwithstanding, and the Holder may then proceed to protect and enforce
its rights either by suit in equity, or by action at law; provided, however, on
payment in full of all amounts outstanding under this Note, all conversion
rights of Holder will be deemed terminated. On and after the occurrence of an
Event of Default, the rate of interest shall be increased to the lesser of (i)
the Interest Rate plus four percent, and (ii) the maximum interest rate
allowable by law.

     Waivers.  Presentment, demand, protest and notice of dishonor are hereby
     -------
waived by all makers and endorsers hereon.

     Amendments.  This Note may not be changed orally, but only by an agreement
     ----------
in writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

                                     -48-
<PAGE>

     Notices. All notices, requests, consents and other communications relating
     -------
to this Note will be in writing and delivered or mailed to the Holder at Unit
117-120 SDF 4, SEEPZ, Andheri (E), Mumbai 400096, India or to any other address
of which the Holder has given the Company notice in writing or, if to the
Company, to its address set forth below or to any other address the Company has
furnished to the Holder in writing and shall be deemed given when received by
the party to whom it is addressed.

     Governing Law.  This Note will be construed in accordance with and governed
     -------------
by the laws of the Commonwealth of Massachusetts.

     Expenses.  If the indebtedness represented by this Note or any part thereof
     --------
is placed in the hands of an attorney for collection after an Event of Default,
the Company agrees to pay all costs of collecting this Note, including
reasonable attorneys' fees and expenses.

     IN WITNESS WHEREOF, this Note has been made under seal by the Company as of
the date first above written.

                                       COMPANY:

                                       SAZTEC INTERNATIONAL, INC.,


                                       By: _______________________________
                                             Richard Orlando, President and CEO

                                       Address:
                                       900 Middlesex Turnpike
                                       Bldg. 5
                                       Billerica, MA 01821

                                     -49-