NON-NEGOTIABLE
                                 PROMISSORY NOTE

$363,000.00                                                     December 1, 2002

FOR VALUE RECEWED, the undersigned, CALL COMPUANCE, INC., a New York corporation
("Maker"),  promises  to pay to the  order of  PHONETEL  NEW  CORP.,  a New York
corporation ("Payee"), at its office, Suite A, 780 New York Avenue,  Huntington,
New York  11743,  or at such  other  place as Payee  may  designate  to Maker in
writing from time to time,  the  principal  amount of Three  Hundred  Sixty Thre
Thousand  Dollars  ($363,000.00),  consisting of Three Hundred  Thousand Dollars
($300,000.00)  of  principal  indebtedness  ("Base  Principal")  and Sixty Three
Thousand Dollars ($63,000.00) reflecting deferred interest on the Base Principal
during the period  December 2001 through  November 2002  ("Deferred  Interest"),
together with interest on the Base Principal from the date hereof as follows.

This Note shall reflect the amended terms of indebtedness  extended to the Maker
by the Payee in December 2001 in the principal  amount of Three Hundred Thousand
Dollars ($300,000.00).

Interest on the Base Principal shall be at the rate of 21.0% per annum ("Initial
Interest  Rate") from the date hereof  through May 31, 2003  ("Initial  Interest
Period").  Commencing  June 1,  2003  through  May 31,  2008  ("Second  Interest
Period"), interest on the Base Principal shall be at the rate of 18.0% per annum
("Second Interest Rate").

During the five-year term  commencing  June 1, 2003 this Note is due and payable
in equal and self liquidating monthly  installments of Nine Thousand One Hundred
Ninety-Three  Dollars and 04/100  ($9,193.04)  consisting of amortization of (i)
Deferred  Interest,  (ii) interest on the Base Principal at the Initial Interest
Rate during the Initial Interest Period,  (iii) Base Principal and (iv) interest
on the Base  Principal at the Second  Interest  Rate during the Second  Interest
Period. The Maker agrees to make all payments under this Note on the last day of
each month ("Payment  Date").  If any payment shall be insufficient,  any unpaid
amounts  shall be  added  to the Base  Principal  and  shall be  treated  in all
respects as additional principal.

The entire outstanding balance of the Base Principal,  Deferred Interest and all
accrued but unpaid  interest and late charges,  if any,  shall be become due and
payable  at the option of Payee  immediately  upon the  happening  of any of the
following events ("Event of Default"):

            a. a default in payment  of any  amount  due  pursuant  to this Note
      continuing  beyond ten (10)  business  days after  written  notice of such
      default is given by the Payee to the Maker; or

            b. the filing of a petition in voluntary or  involuntary  bankruptcy
      by or against Maker,  the general  assignment for the benefit of creditors
      of Maker,  or the  appointment  of a receiver  or trustee of any assets of
      Maker.



The Maker shall have the right to prepay this Note,  at any time, in whole or in
part, without premium or penalty. Each partial prepayment shall be applied first
to  Deferred  Interest  and  thereafter  to  accrued   interest,   and  then  to
installments  of current  interest  and Base  Principal,  in that order,  in the
inverse order of their maturity.

A late charge on any payments due made more than five (5) days after the Payment
Date  thereof  shall be paid at the rate of one-half  of one  percent  (.5%) per
month or portion thereof that said payment remains unpaid.

It is not intended  hereby to charge interest at a rate in excess of the maximum
rate of interest  permitted to be charged to Maker hereof under  applicable law,
but if, notwithstanding,  interest in excess of such maximum legal rate shall be
paid hereunder, the excess shall be retained by Payee as cash collateral for the
payment of the outstanding principal amount and may be applied to pay same.

Maker  hereby  waives  presentment  for  payment,  demand,  of  non-payment  and
dishonor,  protest,  of protest and any other that may be required under the law
in connection with enforcement of this Note.

if Maker fails to make timely the payments required hereby,  Maker shall pay all
costs of collection when incurred,  including,  without  limitation,  reasonable
attorney's  fees and expenses  and court costs.  Such costs will be added to the
balance due hereunder.

This Note may not be modified or the face hereof  canceled  except in a writing,
signed by Maker and by Payee.  This Note shall be  interpreted  and  enforced in
accordance  with  the  laws of the  State  of New  York  without  regard  to any
principles  of  conflicts  of law.  The  parties  hereto  hereby  consent to the
jurisdiction  of the  Courts of the State of New York and of the  United  States
District Court for the Eastern  District of New York in connection  with any and
all actions  commenced  with  respect to this Note and further  consent that any
notice,  process  or notice of  motion  or other  application  to either of said
courts  or  judges  thereof  may be served in or out of the State of New York by
certified or registered mail return receipt  requested,  or by personal service,
provided a reasonable time for appearance is allowed, or in such other manner as
may be permitted by either of said courts.

As used herein,  the terms  "Maker" and "Payee" shall be deemed to include their
respective successors,  legal representatives and assigns,  whether by voluntary
action of the parties or by operation of law.

CALL COMPLIAN INC.
By: _____________________________
Name:____________________________
Title: __________________________