FORM OF SERIES B NOTE

                                 (Face of Note)

                           KRONOS INTERNATIONAL, INC.

                       6-1/2% SENIOR SECURED NOTE DUE 2013

[THIS NOTE IS A GLOBAL  NOTE  WITHIN THE  MEANING OF THE  INDENTURE  HEREINAFTER
REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR  DEPOSITARY.  THIS NOTE IS NOT  EXCHANGEABLE FOR NOTES
REGISTERED  IN THE NAME OF A PERSON  OTHER THAN THE  DEPOSITARY  OR ITS  NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,  AND NO TRANSFER
OF THIS  SECURITY  (OTHER  THAN A TRANSFER  OF THIS  SECURITY  AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE  DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THIS GLOBAL NOTE IS HELD BY THE COMMON  DEPOSITORY  (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT  TRANSFERABLE TO ANY PERSON UNDER ANY  CIRCUMSTANCES  EXCEPT THAT (I)
THE  TRUSTEE  MAY MAKE SUCH  NOTATIONS  HEREON AS MAY BE  REQUIRED  PURSUANT  TO
SECTIONS 2.1, 2.6,  2.7, 3.3, 4.10 AND 4.15 OF THE  INDENTURE,  (II) THIS GLOBAL
NOTE MAY BE  EXCHANGED  IN WHOLE BUT NOT IN PART  PURSUANT TO SECTION 2.6 OF THE
INDENTURE,  (III)  THIS  GLOBAL  NOTE  MAY  BE  DELIVERED  TO  THE  TRUSTEE  FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR  DEPOSITORY  WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.(1)


(1) To be included only if the Note is issued in global form.

<PAGE>


                           KRONOS INTERNATIONAL, INC.
                       6-1/2% SENIOR SECURED NOTE DUE 2013


                                                      ISIN Co.
                                                              -----------------
                                                      Common Code
                                                              -----------------
No.                                                   (euro)
    --------------                                            -----------------

Interest Payment Dates: April 15 and October 15
Record Dates:  April 1 and October 1

KRONOS  INTERNATIONAL,  INC., a Delaware  corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received promises to pay to The Bank of New York Depository (Nominees)
Limited or registered  assigns,  the principal  sum of  _______________  Euro on
April 15, 2013.

Reference is hereby made to the further provisions of this Note set forth on the
reverse hereof,  which further  provisions  shall for all purposes have the same
effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse  hereof by manual  signature,  this Note shall not be
entitled to any benefits  under the Indenture  referred to on the reverse hereof
or be valid or obligatory for any purpose.

IN WITNESS  WHEREOF,  the Company has caused this Note to be duly executed under
its corporate seal.

                                       Dated:


                                       KRONOS INTERNATIONAL, INC.

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

This is one of the Notes
referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By:
       -------------------------------------
       Authorized Signatory


<PAGE>


                                 (Back of Note)

                      6-1/2% Senior Secured Notes due 2013

Capitalized  terms used herein shall have the  meanings  assigned to them in the
Indenture referred to below unless otherwise indicated.

1.  Interest.  The Company  promises to pay interest on the principal  amount of
this Note at the rate of 6-1/2%  per annum  from the date of  original  issuance
until  maturity.  The Company  will pay interest  semi-annually  on April 15 and
October 15 of each year,  or if any such day is not a Business  Day, on the next
succeeding Business Day (each an "Interest Payment Date").  Interest on the Note
will accrue from the most recent date to which  interest has been paid or, if no
interest has been paid, from the date of issuance;  provided that if there is no
existing  Default in the payment of interest,  and if this Note is authenticated
between a record date  referred  to on the face  hereof and the next  succeeding
Interest Payment Date,  interest shall accrue from such next succeeding Interest
Payment Date; provided,  further,  that the first Interest Payment Date shall be
October  15,  2006.  The Company  shall pay  interest  (including  post-petition
interest in any proceeding  under any Bankruptcy Law) on overdue payments of the
principal, Purchase Price and Redemption Price of this Note from time to time on
demand at a rate that is 1% per annum in excess of the rate then in  effect;  it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy  Law) on overdue  installments  of  interest  (without  regard to any
applicable grace periods) hereon from time to time on demand at the same rate to
the extent  lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.  Method of  Payment.  The  Company  will pay  interest  on the Notes  (except
defaulted  interest) to the Persons who are  registered  Holders of Notes at the
close of  business  on the April 1 and  October 1 next  preceding  the  Interest
Payment Date,  even if such Notes are canceled  after such record date and on or
before such  Interest  Payment  Date,  except as provided in Section 2.12 of the
Indenture with respect to defaulted  interest.  Any such installment of interest
not punctually  paid or duly provided for shall forthwith cease to be payable to
the  registered  Holders on such Interest  Payment Date,  and may be paid to the
registered  Holders at the close of business on a special  interest payment date
to be fixed by the Trustee for the payment of such  defaulted  interest,  notice
whereof shall be given to the registered  Holders not less than 10 days prior to
such  special  interest  payment  date,  or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the Notes may be listed,  and upon such  notice as may be  required  by
such exchange,  all as more fully  provided in the Indenture.  The Notes will be
payable as to principal,  Redemption  Price,  Purchase Price and interest at the
office or agency of the Company  maintained  for such purpose  within or without
the City and State of New York,  or, at the  option of the  Company,  payment of
interest may be made by check mailed to the Holders at their addresses set forth
in  the  register  of  Holders,  provided  that  payment  by  wire  transfer  of
immediately  available  funds  will  be  required  with  respect  to  principal,
Redemption  Price and  Purchase  Price of, and interest on, all Global Notes and
all  other  Notes  the  Holders  of which  shall  have  provided  wire  transfer
instructions  to the Trustee or the Paying Agent.  Such payment shall be in such
coin or currency of the European Union as at the time of payment is legal tender
for payment of public and private debts.

3. Paying  Agent and  Registrar.  Initially,  The Bank of New York,  the Trustee
under the  Indenture,  will act as Paying Agent and  Registrar.  The Company may
change any Paying Agent or Registrar  without notice to any Holder.  The Company
may act in any such capacity.

4. Indenture. The Company issued (euro)400 million in aggregate principal amount
of the Notes under an  Indenture  dated as of April 11,  2006 (the  "Indenture")
between  the  Company and the  Trustee.  The Company  shall be entitled to issue
Additional  Notes (as defined in the Indenture)  pursuant to Section 2.16 of the
Indenture.  The terms of the Notes  include  those stated in the  Indenture  and
those made part of the  Indenture  by reference  to the Trust  Indenture  Act of
1939, as amended (15 U.S.C. Code ss.ss. 77aaa-77bbbb).  The Notes are subject to
all such terms,  and Holders are  referred to the  Indenture  and such Act for a
statement of such terms.  The Notes are general  obligations of the Company.  By
purchasing the Notes, each Holder acknowledges and agrees to benefit from and be
bound by the terms and conditions of the Indenture.

5. Optional Redemption.  Except as described below, the Notes are not redeemable
before  October 15,  2009.  Thereafter,  the Company may redeem the Notes at any
time on or after October 15, 2009 at its option,  in whole or in part,  upon not
less than 30 nor more than 60 days notice,  at the following  redemption  prices
(expressed as percentages of the principal  amount  thereof) if redeemed  during
the twelve-month period (or, in the case of the period commencing on October 15,
2012, six-month period) commencing on October 15 of the year set forth below:

                            Year                       Percentage
        ------------------------------------------     ----------

        2009......................................      103.250%
        2010......................................      102.167%
        2011......................................      101.083%
        2012 and thereafter.......................      100.000%

In  addition,  the Company  must pay  accrued  and unpaid  interest on the Notes
redeemed.

6. Special  Redemption.  (a) At any time,  or from time to time,  on or prior to
April 15, 2009, the Company, at its option, may use the net cash proceeds of one
or more Public Equity  Offerings to redeem up to 35% of the principal  amount of
the Notes,  including the original  principal  amount of any  Additional  Notes,
issued  under the  Indenture at a  Redemption  Price of 106.5% of the  principal
amount thereof plus accrued and unpaid interest thereon,  if any, to the date of
redemption;  provided  that (1) at least 65% of the  principal  amount of Notes,
including the original  principal amount of any Additional  Notes,  issued under
the Indenture remains outstanding immediately after any such redemption; and (2)
such redemption  shall occur within 90 days after the date of the closing of the
applicable Public Equity Offering.

(b) At any time on or prior to October 15, 2009,  the Notes may also be redeemed
or purchased  (by the Company or any other  Person) in whole but not in part, at
the Company's  option,  upon the  occurrence of a Change of Control,  at a price
equal to 100% of the principal amount thereof plus the Applicable Premium as of,
and accrued but unpaid interest,  if any, to, the date of redemption or purchase
(the  "Redemption  Date")  (subject  to the  right of  Holders  of record on the
relevant record date to receive  interest due on the relevant  interest  payment
date). Such redemption or purchase may be made upon notice mailed by first-class
mail to each Holder's registered address, not less than 30 nor more than 60 days
prior to the  Redemption  Date (but in no event shall such notice be mailed more
than 180 days after the  occurrence of such Change of Control).  The Company may
provide  in such  notice  that  payment  of such  price and  performance  of the
Company's  obligations  with  respect  to such  redemption  or  purchase  may be
performed  by  another  Person.  Any  such  notice  may be  given  prior  to the
occurrence of the related Change of Control,  and any such redemption,  purchase
or notice may, at the Company's  discretion,  be subject to the  satisfaction of
one or more conditions precedent, including but not limited to the occurrence of
the related Change of Control.

7. Mandatory  Redemption.  Except as set forth in Paragraph 9 below with respect
to purchases of Notes in certain  events,  the Company  shall not be required to
make mandatory redemption payments with respect to the Notes.

8. Notice of Redemption or Purchase. Subject to the provisions of the Indenture,
a notice of redemption will be mailed at least 30 days but not more than 60 days
before the Redemption  Date to each Holder whose Notes are to be redeemed at its
registered  address.  Notes in  denominations  larger  than  (euro)1,000  may be
redeemed  or  purchased  in part  but only in whole  multiples  of  (euro)1,000;
provided  that no Notes shall be redeemed  in part if the  resulting  Note would
have a minimum  denomination that is less than  (euro)50,000,  unless all of the
Notes  held by a Holder  are to be  redeemed  or  purchased.  On and  after  the
Redemption  Date interest  ceases to accrue on Notes or portions  thereof called
for redemption or purchase.

9. Purchase at Option of Holder.

(a) Upon the occurrence of a Change of Control,  each Holder will have the right
to require that the Company purchase all or a portion of such Holder's Notes, at
a purchase  price equal to 101% of the aggregate  principal  amount thereof plus
accrued and unpaid interest thereon to the date of purchase. Such purchase shall
be made upon notice mailed by first-class mail within 60 days following the date
upon which the Change of Control  occurred  to each  Holder,  with a copy to the
Trustee,  which notice  shall  govern the terms of the Change of Control  Offer.
Such notice shall state, among other things, the purchase date, which must be no
earlier than 30 days nor later than 45 days from the date such notice is mailed,
other than as may be required by law (the "Change of Control Payment Date").  In
the event of a Change of Control,  the Company will also publish a notice of the
offer to purchase in accordance with the procedures described under Section 13.2
of the Indenture. Holders electing to have a Note purchased pursuant to a Change
of Control Offer will be required to surrender the Note,  with the form entitled
"Option of Holder to Elect  Purchase" on the reverse of the Note  completed,  to
the Paying  Agent at the address  specified  in the notice prior to the close of
business on the third Business Day prior to the Change of Control Payment Date.

(b) On the 366th day after an Asset Sale or such  earlier  date,  if any, as the
Board of  Directors  of the Company or of an  applicable  Restricted  Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in Section  4.10(1)(c)(i),  (1)(c)(ii)  and  (1)(c)(iii)  of the Indenture
(each, a "Net Proceeds Offer Trigger  Date"),  the aggregate  amount of Net Cash
Proceeds  which  have not been  applied  on or before  such Net  Proceeds  Offer
Trigger Date as permitted in Section  4.10(1)(c)(i),  (1)(c)(ii) and (1)(c)(iii)
of the Indenture  (each,  a "Net Proceeds Offer Amount") shall be applied by the
Company or such  Restricted  Subsidiary  to make an offer to purchase  (the "Net
Proceeds  Offer") to all Holders  and,  on a Purchase  Date not less than 30 nor
more than 45 days following the applicable Net Proceeds Offer Trigger Date, from
all Holders on a pro rata  basis,  that  amount of Notes to be  purchased,  plus
accrued and unpaid  interest  thereon,  if any, to the Purchase Date;  provided,
however, that if at any time any non-cash  consideration received by the Company
or any Restricted  Subsidiary of the Company,  as the case may be, in connection
with any Asset Sale is converted into or sold or otherwise  disposed of for cash
(other than interest received with respect to any such non-cash  consideration),
then such conversion or disposition  shall be deemed to constitute an Asset Sale
under the  Indenture  and the Net Cash  Proceeds  thereof  shall be  applied  in
accordance with Section 4.10 of the Indenture.

(c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the
register of Holders  within 25 days  following  the Net Proceeds  Offer  Trigger
Date, with a copy to the Trustee, and shall comply with the procedures set forth
in the Indenture.  Upon receiving notice of the Net Proceeds Offer,  Holders may
elect  to  tender  their  Notes in whole  or in part in  integral  multiples  of
(euro)1,000  in  exchange  for  cash  (provided  that  no  Notes  of  less  than
(euro)50,000 may remain outstanding thereafter).  To the extent Holders properly
tender Notes in an amount  exceeding  the Net Proceeds  Offer  Amount,  Notes of
tendering  Holders  will be  purchased  on a pro rata  basis  (based on  amounts
tendered).  A Net  Proceeds  Offer shall remain open for a period of 20 Business
Days or such longer period as may be required by law.

10. Denominations,  Transfer, Exchange. The Notes are in registered form without
coupons in denominations of (euro)50,000 and (euro)1,000 increments thereof. The
transfer of Notes may be  registered  and Notes may be  exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder,  among other
things,  to furnish  appropriate  endorsements  and transfer  documents  and the
Company  may  require  a Holder to pay any  taxes  and fees  required  by law or
permitted  by the  Indenture.  The Company  need not  exchange  or register  the
transfer of any Note or portion of a Note  selected for  redemption,  except for
the  unredeemed  portion of any Note being  redeemed in part.  Also, it need not
exchange or register  the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

11. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.

12.  Amendment,  Supplement  and  Waiver.  Subject  to certain  exceptions,  the
Indenture and the Notes may be amended or  supplemented  with the consent of the
Holders  of at least a  majority  in  principal  amount of the then  outstanding
Notes,  and any  existing  default  or  compliance  with  any  provision  of the
Indenture  or the Notes may be  waived  with the  consent  of the  Holders  of a
majority in principal amount of the then outstanding Notes.  Without the consent
of any  Holder  of a  Note,  the  Indenture  and the  Notes  may be  amended  or
supplemented  to cure any  ambiguity,  defect or  inconsistency,  to provide for
uncertificated  Notes  in  addition  to or in place of  certificated  Notes,  to
provide for the assumption of the Company's  obligations to Holders of the Notes
in case of a merger or consolidation,  to make any change that would provide any
additional  rights  or  benefits  to the  Holders  of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder,  or to
comply with the  requirements  of the  Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

13.  Defaults  and  Remedies.  Each of the  following  constitutes  an "Event of
Default": (i) the failure to pay interest on any Notes when the same becomes due
and payable and the default  continues for a period of 30 days; (ii) the failure
to pay the principal on any Note when such principal becomes due and payable, at
maturity,  upon redemption or otherwise (including the failure to make a payment
to  purchase  Notes  tendered  pursuant  to a Change of  Control  Offer or a Net
Proceeds  Offer);  (iii) a default in the observance or performance of any other
covenant or agreement  contained in the Indenture or any Security Document which
default  continues  for a period of 45 days after the Company  receives  written
notice specifying the default (and demanding that such default be remedied) from
the Trustee or the Holders of at least 25% of the outstanding  principal  amount
of the Notes (except in the case of a default with respect to Section 5.1 of the
Indenture,   which  will  constitute  an  Event  of  Default  with  such  notice
requirement but without such passage of time  requirement);  (iv) the failure to
pay at final maturity  (giving  effect to any  applicable  grace periods and any
extensions  thereof) the principal  amount of any Indebtedness of the Company or
any  Restricted  Subsidiary  of the Company,  or the  acceleration  of the final
stated maturity of any such Indebtedness  (which  acceleration is not rescinded,
annulled  or  otherwise  cured  within 20 days of receipt by the Company or such
Restricted  Subsidiary  of notice  of any such  acceleration)  if the  aggregate
principal amount of such Indebtedness, together with the principal amount of any
other  such  Indebtedness  in default  for  failure  to pay  principal  at final
maturity or which has been  accelerated  (in each case with respect to which the
20-day period  described  above has elapsed),  aggregates $20 million or more at
any time; (v) the repudiation by the Company of any of its obligations under any
Security Document,  or the unenforceability of any Security Document against the
Company if such  unenforceability  reasonably  would be  expected to result in a
material  adverse  effect on the Liens  granted by the Company  pursuant to such
Security Documents;  (vi) one or more judgments in an aggregate amount in excess
of $20  million  shall  have been  rendered  against  the  Company or any of its
Restricted  Subsidiaries  and such  judgments  remain  undischarged,  unpaid  or
unstayed for a period of 60 days after such  judgment or judgments  become final
and non-appealable;  or (vii) certain events of bankruptcy affecting the Company
or any of its Significant  Subsidiaries.  Upon any such declaration,  the entire
principal amount of, and accrued and unpaid interest and Additional Interest, if
any, on the Notes shall become immediately due and payable.  Notwithstanding the
foregoing,  in the case of an Event of Default  arising from  certain  events of
bankruptcy  or  insolvency,  all  outstanding  Notes will become due and payable
without  further action or notice.  Holders may not enforce the Indenture or the
Notes  except as  provided  in the  Indenture.  Subject to certain  limitations,
Holders of a majority  in  principal  amount of the then  outstanding  Notes may
direct the  Trustee  in its  exercise  of any trust or power.  The  Trustee  may
withhold from Holders of the Notes notice of any continuing  Default or Event of
Default  (except a Default or Event of Default  relating to payment on any Note)
if it determines that withholding notice is in their interest.  The Holders of a
majority in principal amount of the Notes may waive any existing or past Default
or Event of Default under the Indenture, and its consequences,  except a default
in the payment of the  principal  of, or  interest on any Notes.  The Company is
required to deliver to the Trustee  annually a  statement  regarding  compliance
with the  Indenture,  and the Company is  required  upon  becoming  aware of any
Default or Event of Default,  to deliver to the  Trustee a statement  specifying
such Default or Event of Default.

14. Trustee Dealings with Company.  Subject to certain limitations,  the Trustee
under the Indenture,  in its individual or any other capacity,  may become owner
or pledge of Notes and may otherwise  deal with the Company or its Affiliates as
if it were not Trustee.

15. No Recourse Against Others.  No past,  present or future director,  officer,
employee,  incorporator or stockholder of the Company,  as such,  shall have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim  based on, in respect  of, or by reason of,  such  obligations  or
their  creation.  Each Holder by  accepting a Note waives and  releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

16.  Authentication.  This Note shall not be valid  until  authenticated  by the
manual signature of the Trustee or an authenticating agent.

17. Abbreviations.  Customary  abbreviations may be used in the name of a Holder
or an  assignee,  such as: TEN COM (= tenants in common),  TEN ENT (= tenants by
the  entireties),  JT TEN (= joint tenants with right of survivorship and not as
tenants in common),  CUST (= Custodian),  and U/G/M/A (= Uniform Gifts to Minors
Act).

18.  Discharge  Prior to Maturity.  If the Company  deposits with the Trustee or
Paying Agent cash or  Government  Securities  sufficient to pay the principal or
Redemption Price of, and interest and Additional Interest, if any, on, the Notes
to maturity or a specified  Redemption  Date and  satisfies  certain  conditions
specified in the Indenture,  the Company will be discharged  from the Indenture,
except for certain Sections thereof.

19. Governing Law. The Indenture, the Guarantees and this Note shall be governed
by and  construed  in  accordance  with the laws of the State of New  York,  but
without giving effect to applicable principles of conflicts of law to the extent
that the  application  of the law of  another  jurisdiction  would  be  required
thereby.  Each of the Company and each Guarantor hereby  irrevocably  submits to
the  non-exclusive  jurisdiction  of any New York  state  court  sitting  in the
Borough of Manhattan in the City of New York or any Federal court sitting in the
Borough of Manhattan  in the City of New York in respect of any suit,  action or
proceeding  arising out of or relating to the Indenture,  the Guarantees and the
Notes,  and  irrevocably  accepts  for itself  and in  respect of its  property,
generally  and  unconditionally,  non-exclusive  jurisdiction  of the  aforesaid
courts.  Each of the  Company  and each  Guarantor  irrevocably  waives,  to the
fullest extent that it may effectively do so under applicable law, trial by jury
and any objection  which it may now or hereafter have to the laying of the venue
of any such suit,  action or proceeding  brought in any such court and any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient  forum.  Nothing herein shall affect the right of the
Trustee  or any  Holder  of the  Notes  to serve  process  in any  other  manner
permitted by law or to commence legal  proceedings or otherwise  proceed against
the Company or any Guarantor in any other jurisdiction.

20.  ISIN and Common Code  Numbers.  The Company has caused ISIN and Common Code
numbers  to be  printed  on  the  Notes  as a  convenience  to the  Holders.  No
representation  is made as to the  accuracy  of such  numbers  as printed on the
Notes and  reliance  may be  placed  only on the  other  identification  numbers
printed hereon.

The Company will furnish to any Holder upon written request and without charge a
copy of the Indenture. Request may be made to:

                          Kronos International, Inc.
                          5430 LBJ Freeway, Suite 1700
                          Dallas, TX 75240
                          Attention: Robert D. Graham
                          Fax:  (972) 448-1445


<PAGE>


                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint _______________________________________________________
agent  to  transfer  this  Note on the  books  of the  Company.  The  agent  may
substitute another to act for him.

     Date: _____________________

                                     Your Signature:
                                                    ___________________________
                                                    (Sign exactly as your name
                                                    appears on the face of this
                                                    Note)

Signature Guarantee: __________________________________________________________
                     (Participant in recognized signature guarantee medallion
                                          program)


<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


If you wish to elect to have all or any  portion of this Note  purchased  by the
Company pursuant to Section 4.10 ("Net Proceeds Offer") or Section 4.15 ("Change
of Control Offer") of the Indenture, check the applicable boxes

|_| Net Proceeds Offer:                   |_| Change of Control Offer:

        in whole      |_|                        in whole        |_|

        in part       |_|                        in part         |_|

        Amount to be                             Amount to be
        purchased: (euro)___________             purchased: (euro)___________


Dated: __________________               Signature:_____________________________
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)

Signature Guarantee: __________________________________________________________
                     (Participant in recognized signature guarantee medallion
                                          program)

                  Social Security Number or
                  Taxpayer Identification Number:______________________________