

<PAGE>

                                PROMISSORY NOTE


1.    FOR VALUE RECEIVED, the undersigned APP Imaging Corporation, a New York
      corporation, (hereinafter referred to as "Maker"), promises to pay to the
      order of ACG Nystromgruppen AB (reg. No 556030-0914), a Swedish
      corporation, or any successor holder(s) hereof from time to time, (being
      hereinafter referred to as "Holder"), the principal sum of USD 1,000,000,
      with interest thereon, or on so much thereof as is from time to time
      outstanding and unpaid, at the rate hereinafter set forth, such principal
      and interest to be paid as follows:

2.    From and after the date hereof interest at a rate per annum (rounded
      downwards to the nearest 1/16 of l%) appearing on Reuters Screen LIBO
      Page as the London interbank offered rate for one year deposits in US
      Dollars at approximately 11:00a.m. (London Time) (the "Libor Rate") on
      April 17, 1997 plus two percent, payable on the following dates; April
      17, 1998, April 17, 1999 and April 17, 2000. The interest shall be
      calculated on the basis of a 360 day year and the actual number of days
      elapsed. The interest rate shall be reset annually in accordance with the
      above use the Libor Rate on April 17, 1998 and April 17, 1999 for the
      following 360 day period.

3.    The principal suns shall be repaid in full on April 17, 2000.

4.    Each payment by Maker under this Promissory Note shall be made by
      4:00p.m. Swedish time on the date that payment is due, to the Holder by
      deposit to such bank account as the Holder have designated by notice to
      Maker. Each payment under this Promissory Note shall be made in USD.

5.    This Promissory Note may be prepaid in whole or in part at any time or
      from time to time without penalty or premium.

6.    Payments due on Saturdays, Sundays or legal holidays shall be due on the
      next business day.

7.    Holder shall have the right to terminate this Promissory Note immediately
      and demand payment of principal sum and interest if Maker should not
      perform its obligations under this Promissory Note.

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8.    Protest and notice of demand, notice of dishonor and notice of non
      payment and all other notices are hereby waived by Maker, provided,
      however, that Maker shall be entitled to have all payments made under
      this Promissory Note noted on the original of the Promissory Note and
      provided further that Maker shall be entitled to receive the canceled
      original Promissory Note upon payment in full of all amounts due here
      under.


9.    No failure to accelerate the debt evidenced hereby by reason of default
      hereunder, nor indulgences granted from time to time, shall be construed
      as a novation of this Promissory Note or as a reinstatement of the
      indebtedness evidenced hereby or as a waiver of such right of
      acceleration or of the right of Holder thereafter to insist upon strict
      compliance with the terms of this Promissory Note.

10.   This Promissory 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.

11.   As used herein, the term "Holder" shall be deemed to include its
      respective heirs, successors, legal representatives and assigns, whether
      by voluntary action of the parties or by operation of law.

12.   The Maker hereby agrees to reimburse the Holder for all expenses
      (including reasonable attorney's fees) incurred by the Holder in
      enforcing this Promissory Note.

13.   Maker's obligations under this Promissory Note are subject to set off or
      deduction in accordance with Section 9 of the Stock Purchase Agreement,
      dated April 17, 1997, between the Maker and the Holder.

14.   The indebtedness evidenced by this instrument is subordinated to any and
      all obligations of Maker, both secured and unsecured, including but not
      limited to unsecured cash flow based loans from a bank or other
      institutional lender ("Senior Debt").

      Holder shall execute and deliver such further instruments and Shall take
      such further action as may from time to time be necessary in order to
      carry out the provisions and intent of this subordination, and Holder
      shall not act or permit any action prejudicial or inconsistent with the
      priority position of Senior Debt over the indebtedness created by this
      instrument

15    This Promissory Note shall be governed by, construed and interpreted as
      to validity, enforcement and in all other respects in accordance with the
      laws of Sweden. Any dispute, controversy or claim arising out of or
      relating to this Promissory Note shall be referred to and finally settled
      by arbitration in accordance with the rules of the Swedish Act of
      Arbitration (1929:145) as the law shall from time to time be in effect;
      provided, however, that the Beneficiary shall always be free to commence
      proceedings and actions against us before the courts of any other country
      having or claiming jurisdiction in respect of this


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      Guarantee. The Beneficiary may claim execution of any judgment, award or
      order in any court or appropriate authority of any country where we have
      any assets,


16.   THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY OR RIGHT TO REQUEST A
      TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
      PROMISSORY NOTE


IN WITNESS WHEREOF, Maker has executed this Note on April 17, 1997.

AFP IMAGING CORPORATION


_____________________________

By:__________________________

Title:_______________________

