EXHIBIT 4.1
                                                                    FORM OF NOTE

                       SENIOR SUBORDINATED PROMISSORY NOTE

$__________.00                                                 February __, 2003

     FOR VALUE  RECEIVED,  AVITAR,  INC., a Delaware  corporation  ("Company" or
"Maker"), having an address at 65 Dan Road, Canton,  Massachusetts 02021, hereby
promises  to pay to the order of  ____________________,  its  successors  and/or
assigns (any of which is  hereinafter  referred to as "Holder" or  "Payee"),  at
______________________,  in  lawful  money  of the  United  States,  the  sum of
___________________  Dollars and No Cents ($__________.00)  ("Principal Amount")
on February ___, 2008 (as it may be accelerated,  the "Maturity Date"). Interest
due on the outstanding Principal Amount will be at the rate of 15% per annum, to
be paid in cash as  follows:  (i)  interest at the rate of 10% per annum will be
paid quarterly commencing May ___, 2003, and (ii) interest at the rate of 5% per
annum will accrue and be paid on the  Maturity  Date.  This Note is being issued
together  with other notes of like tenor (the "Other  Notes" and  together  with
this Note,  the  "Notes")  in an  aggregate  maximum  amount of  $1,850,000,  in
connection  with a private  offering  of Notes and common  stock of the  Company
("Offering").

     Subject to conversion  rights in Section 1, at its option,  the Company may
prepay the  principal of all the Notes  together  with all accrued  interest due
thereon without penalty,  in whole, but not in part, prior to the Maturity Date,
provided that (i)  prepayment may not be made prior to 18 months after the final
closing of the Offering,  (ii) the Company has obtained  stockholder approval of
(a) the  issuance and  reservation  of the shares of common stock of the Company
that may be issued upon  conversion  of the Notes and certain  other  securities
that may be  issued  or  issuable  in  connection  with or as a  result  of this
Offering  pursuant to the rules and  regulations  of the American Stock Exchange
and (b) of an amendment to its certificate of  incorporation  to increase in the
number of  authorized  shares of common  stock of the  Company  to not less than
125,000,000  shares  ("Stockholder  Approval"),  (iii) the Company has given not
less than 20 business  days advance  written  notice to the Holders of this Note
and the Other Notes of its intent to prepay the principal and accrued  interest,
and (iv) the last  sale  price of the  common  stock of the  Company  for the 20
consecutive  trading  days  prior to the  date of  notice  has been  equal to or
greater  than 300% of the  Conversion  Price (as herein  defined).  Any  accrued
interest  due under the terms of this Note may be prepaid in whole or in part at
any time.

     The Note (including  principal and all accrued  interest),  must be prepaid
within  five days of a demand  for same by  Holder,  which  demand  may be given
within  60  days  of (i)  the  consummation  of any  debt  or  equity  financing
(including a series of related  financings)  by the Company or its  subsidiaries
which yield to the Company or its  subsidiaries  gross proceeds of $3,500,000 or
more, (ii) the sale by the Company of all or substantially all of its assets, or
at the consummation of any merger,  combination or  consolidation  involving the
Company  in one or a series  of  transactions  in which the  Company  is not the
surviving  entity,  or the Company is the  survivor but the owners of the voting
stock of the  Company  before  the  transaction  own less than 50% of the voting
stock of the Company after the transaction, (iii) the sale or exchange of all or
substantially  all of the  outstanding  shares  of the  Company's  common  stock
(including  by  way  of  merger,   consolidation  or  combination,   or  similar
transactions or series of  transactions),  or (iv) the failure of the Company to
obtain Stockholder Approval prior to July ___, 2003.

     The Notes are  subordinate  only to the senior  indebtedness of the Company
outstanding on February ___, 2003 to Global Capital Advisors,  Ltd and LINC, LLC
("Senior Debt"). The Notes are senior to all other indebtedness of the Company.

     Each payment by Maker pursuant to this Note shall be made without setoff or
counterclaim.

     1. Conversion Into Private Placement Securities.  At any time after receipt
of  Stockholder  Approval,  the  Holder may elect,  in its sole  discretion,  to
convert all of the outstanding  Principal Amount and accrued and unpaid interest
due  thereon  into the  common  stock,  $.01 par value  ("Common  Stock") of the
Company at an initial  conversion  price equal to ______ [the  average last sale
price of the Common  Stock for the ten  trading  days ending two  business  days
prior to the initial  closing of the offering] (as such price may be adjusted as
set forth herein, "Conversion Price").

     If, at any time after the date hereof,  there  occurs,  with respect to the
Common Stock,  a  reclassification,  stock split,  stock  dividend,  spin-off or
distribution,  share  combination or other similar  change  affecting the Common
Stock as a whole and all  holders  thereof  or if the Maker  shall  consolidate,
combine  or merge  with or into,  any  other  entity,  sell or  transfer  all or
substantially all its assets or engage in any  reorganization,  reclassification
or  recapitalization  which is  effected  in such a manner  that the  holders of
Common Stock are  entitled to receive  stock,  securities,  cash or other assets
with  respect to or in exchange for Common Stock and this Note is not subject to
mandatory prepayment (each, an "Adjustment Event"), the Conversion Price and the
kind and  amount  of  stock,  securities,  cash or other  assets  issuable  upon
conversion  of this  Note in  effect  at the  time of the  record  date for such
dividend or  distribution  or of the effective  date of such share  combination,
split,  consolidation,  combination,  merger,  sale,  transfer,  reorganization,
reclassification or recapitalization shall be appropriately adjusted so that the
conversion  of the Note after such time shall  entitle the Holder to receive the
aggregate number of shares of Common Stock or securities,  cash and other assets
which,  if this Note had been  converted  immediately  prior to such  time,  the
Holder  would have owned upon such  conversion  and been  entitled to receive by
virtue of such  Adjustment  Event.  As an additional  Adjustment  Event,  if the
Company  issues any Common Stock at an  effective  price per share less than the
Conversion Price or issues any securities (e.g., options, warrants,  convertible
preferred  stock or debt)  that gives the right of  conversion  or  purchase  of
Common Stock at an effective  price that is less than the Conversion  Price,  as
adjusted  from  time to  time,  then  the  Conversion  Price  will  be  adjusted
automatically  to such lower  purchase or  conversion  price and then subject to
such further adjustments as herein provided.

     Promptly  after an Adjustment  Event,  the Maker shall mail to the Holder a
notice  of  the  adjustment   together  with  a  certificate  from  the  Maker's
independent  public   accountants   briefly  stating  the  facts  requiring  the
adjustment and the manner of computing it.

     If (i) the Maker  takes any action that would  cause an  Adjustment  Event,
(ii)  there is a  liquidation  or  dissolution  of the  Maker or (iii) the Maker
declares a dividend or distribution on the Common Stock, the Maker shall mail to
the  Holder a  notice  stating  the  proposed  record  date  for a  dividend  or
distribution  or the  proposed  effective  date of a  subdivision,  combination,
reclassification,   consolidation,   merger,  transfer,  lease,  liquidation  or
dissolution, at least 15 days before such record date.

     In connection  with any conversion of this Note, the Holder shall surrender
this Note and deliver it,  together with written  instructions to convert in the
form attached hereto, to the Maker at its principal  executive office.  The date
of such delivery  shall be deemed the date of  conversion.  The Maker shall,  as
soon as  practicable,  issue and  deliver  to a location  in the  United  States
designated by the Holder  certificates  representing  the  securities  (or other
assets) to which the Holder is entitled as a result of such conversion.

     The Maker  shall not be  required  to issue  fractions  of shares of Common
Stock upon conversion and in lieu thereof any fractional  share shall be rounded
up or down to the nearest whole share.  The Maker shall reserve and shall at all
times have reserved out of its  authorized  but unissued  shares of Common Stock
sufficient  shares  of Common  Stock to  permit  the  conversion  of the  unpaid
principal  amount and accrued  interest as provided for herein.  The Maker shall
list such shares on any national  securities  exchange on which the Common Stock
is then  listed.  If the  Holder  converts  this Note,  the Maker  shall pay any
documentary,  stamp or  similar  issue or  transfer  tax due on such  conversion
except that the Holder  shall pay any such tax due because the shares are issued
in a name other than the Holder's.

     2. Computation of Interest.

     A.  Base  Interest  Rate.  Subject  to  subsections  2B and 2C  below,  the
outstanding  Principal  Amount of this Note shall bear  interest  at the rate of
fifteen  percent (15%) per annum.  Interest will be calculated on the basis of a
360 day year.

     B. Penalty  Interest.  If this Note is not repaid on the  Maturity  Date or
such  earlier  date as to which  the  repayment  obligation  may be  accelerated
pursuant  to the terms of this  Note,  the rate of  interest  applicable  to the
unpaid Principal Amount shall be adjusted to twenty percent (20%) per annum from
the Maturity Date (or such earlier date if the  obligation to repay this Note is
accelerated) until the date of repayment;  provided,  that in no event shall the
interest rate exceed the Maximum Rate provided in Section 2C below.

     C. Maximum Rate. If it is determined that, under the laws relating to usury
applicable  to Maker or the  indebtedness  evidenced  by this Note  ("Applicable
Usury  Laws"),  the  interest  charges and fees  payable by Maker in  connection
herewith or in connection  with any other  document or  instrument  executed and
delivered in connection herewith cause the effective interest rate applicable to
the  indebtedness  evidenced  by this Note to exceed the maximum rate allowed by
law (the "Maximum  Rate"),  then such  interest  shall be  recalculated  for the
period in question  and any excess over the  Maximum  Rate paid with  respect to
such period  shall be credited,  without  further  agreement  or notice,  to the
Principal  Amount  outstanding  hereunder to reduce the Principal Amount by such
excess  with  the same  force  and  effect  as  though  Maker  had  specifically
designated  such excess to be so applied to  principal  and Holder had agreed to
accept such excess as a premium free prepayment.

     3. Covenants of Company.

     A.  Affirmative  Covenants.  The Maker hereby covenants that so long as any
amount due under this Note  remains  outstanding  and  unpaid,  it will,  unless
otherwise  consented  to in  writing  by the  Holders  of at least  50.1% of the
principal amount of the Notes then outstanding ("Majority Consent"):

          1. Promptly pay and discharge all taxes,  assessments and governmental
     charges or levies  imposed upon it or upon its income and profits,  or upon
     any  properties  belonging  to it  before  the same  shall  be in  default;
     provided,  however,  that the Maker  shall not be  required to pay any such
     tax,  assessment,  charge or levy which is being contested in good faith by
     proper  proceedings  and  adequate  reserves  for the  accrual  of same are
     maintained if required by generally accepted accounting principles.

          2. Preserve its corporate existence and continue to engage in business
     of the same general type as conducted as of the date hereof.

          3. Maintain at all times, preserve, protect and keep its property used
     or useful in the conduct of its business in good repair,  working order and
     condition,  and from  time to time make all  needful  and  proper  repairs,
     renewals,  replacements  and  improvement  thereof  as shall be  reasonably
     required in the conduct of its business.

          4. At all times keep true and  correct  books,  records  and  accounts
     reflecting all of its business  affairs and transactions in accordance with
     generally accepted accounting  principles.  Such books and records shall be
     open at reasonable  times and upon  reasonable  notice to the inspection of
     the Holder or its agents.

          5. Promptly give notice in writing to the Holder of (i) the occurrence
     of any default or Event of Default (as hereinafter defined) under this Note
     or of any default under any other material instrument or agreement to which
     it is a party;  (ii) any litigation,  proceeding,  investigation or dispute
     which  may  exist  at any  time  between  the  Maker  and any  governmental
     regulatory  body  which  might  substantially  interfere  with  the  normal
     business  operations of the Maker;  (iii) all  litigation  and  proceedings
     affecting the Maker in which the amount involved is $50,000 or more and not
     covered by insurance or in which  injunctive  or similar  relief is sought;
     and (iv) a material adverse change in the business, operations, property or
     financial or other condition of the Maker.

          6. Comply in all respects with all statutes, laws, ordinances, orders,
     judgments,  decrees,  injunctions,  rules, regulations,  permits, licenses,
     authorizations  and  requirements   ("Requirements")  of  all  governmental
     bodies,  departments,   commissions,   boards,  companies  or  associations
     insuring the premises, courts,  authorities,  officials, or officers, which
     are applicable to the Maker or its property,  except wherein the failure to
     comply  would  not  have a  material  adverse  effect  on the  Maker or its
     property, business, financial condition or prospects; provided that nothing
     contained  herein shall prevent the Maker from  contesting  the validity or
     the application of any Requirements.

          7. The Maker will obtain Stockholder  Approval prior to the five month
     anniversary of the initial issuance of any of the Notes.

     B.  Negative  Covenants.  The Maker  hereby  covenants  that so long as any
amount due under this Note remains  outstanding and unpaid, it will not, without
Majority Consent:

          1.  Create,  incur,  assume  or  suffer  to  exist,  any  indebtedness
     (institutional  or  otherwise)  except (i) under the Notes;  (ii)  accounts
     payable,  taxes payable and other payables  (other than for borrowed money)
     incurred in the ordinary course of business; (iii) indebtedness outstanding
     on February ___, 2003,  including to Global Capital  Advisors,  Ltd.,  LINC
     LLC, and the Wilson loan;  and (iv)  additional  indebtedness  for borrowed
     money not to exceed the difference  between (a) the amount of subscriptions
     from accredited  investors tendered in the Offering and (b) $1,850,000,  so
     long as such  indebtedness has a principal  maturity date that is after the
     Maturity Date of the Notes and is subordinate to the Notes.

          2.  Assume,  guarantee,  endorse or  otherwise in any way be or become
     responsible or liable for the obligations of any person, firm, corporation,
     or  other   entity,   whether  by  agreement  to  purchase  or   repurchase
     obligations,  or by agreement to supply funds for the purpose of paying, or
     enabling such entity to pay, any obligations  (whether  through  purchasing
     stock,  making  a loan  advance  or  capital  contribution  or by  means of
     agreeing to maintain or cause such entity to  maintain,  a minimum  working
     capital  or net  worth of any such  entity,  or  otherwise)  except  in the
     ordinary course of business.

          3. Use any of the proceeds of the Notes to pay any indebtedness  (both
     principal  and any  interest  thereon)  for  borrowed  funds or any  unpaid
     salaries, fees or other compensation owed to any of its officers, directors
     or any stockholder  owning one percent or more of the outstanding shares of
     Common  Stock,  or any family  member or affiliate of any of the  foregoing
     persons  (excluding,  for the purposes  hereof,  any salaries  payable on a
     current  basis to officers  and  directors  in the  ordinary  course of the
     Maker's  business);  provided,  that  notwithstanding  the  foregoing,  the
     proceeds of the Notes may be used to pay the  interest due on the Notes and
     principal and interest in the ordinary course on indebtedness  for borrowed
     funds and trade debt on their terms.

          4. Declare or pay any cash dividends or cash distributions.

          5. Redeem or repurchase any outstanding  equity and/or debt securities
     of the Maker,  except for rescission  offers or as necessary or appropriate
     to address violations of applicable securities laws.

     4. Events of Default.  The occurrence of any of the following  events shall
constitute an "Event of Default" hereunder:

     A. the failure by the Maker to pay the  principal  of and  interest on this
Note when due (whether by acceleration or otherwise); or

     B.  default  by the  Maker in the  observance  of any of the  covenants  or
agreements  contained in Section 3(B) and/or  subsections (2), (5) and/or (7) of
Section 3(A); or

     C.  default  by the  Maker  in the  observance  of any of the  covenant  or
agreements  contained in subsections (1), (3), (4) and/or (6) of Section 3(A) if
such default shall remain  unremedied for a period of ten (10) days after notice
has been given to the Maker to cure such default; or

     D.  default  by the Maker in the  observance  or  performance  of any other
covenant or  agreement  contained  in this Note and such  default  shall  remain
unremedied  for a period of twenty (20) days after  notice has been given to the
Maker to cure such default; or

     E. if the Maker shall (i) default in the payment of  principal  or interest
on any obligation for borrowed money (other than the Notes), or for the deferred
purchase price of property,  beyond the period of grace,  if any,  provided with
respect  thereto or (ii) default in the  performance  or observance of any other
term,  condition  or  agreement  contained  in  any  such  obligation  or in any
agreement  relating  thereto,  if the effect thereof is to cause,  or permit the
holder or holders of such  obligation  (or a trustee on behalf of such holder or
holders) to cause such obligation to become due prior to its stated maturity and
such default  remains  unremedied for a period of ten (10) days after notice has
been given to the Maker to cure such default; or

     F. any  representation  of the Maker set forth herein shall have been false
or misleading in any material respect when made; or

     G. (i) the Maker shall suspend or discontinue  its business or commence any
case,  proceeding  or other  action (1) under any  existing or future law of any
jurisdiction,   domestic  or  foreign,   relating  to  bankruptcy,   insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with  respect to it, or seeking to  adjudicate  it a bankrupt or  insolvent,  or
seeking  reorganization,   arrangement,  adjustment,  liquidation,  dissolution,
composition  or other  relief  with  respect to it or its debts,  or (2) seeking
appointment of a receiver,  trustee,  custodian or other similar official for it
or for all or any  substantial  part of its  property,  or shall  make a general
assignment  for the benefit of its  creditors;  or (ii) there shall be commenced
against the Maker any case,  proceeding or other action of a nature  referred to
in clause (i) above or seeking  issuance of a warrant of attachment,  execution,
distraint  or  similar  process  against  all or  any  substantial  part  of its
property,  which case, proceeding or other action (x) results in the entry of an
order for relief or (y) remains  undismissed,  undischarged  or  unbonded  for a
period of thirty (30) days; or (iii) the Maker shall take any action  indicating
its consent to,  approval of, or  acquiescence  in, or in furtherance of, any of
the acts set forth in this  clause (i) or (ii)  above;  or (iv) the Maker  shall
generally  not, or shall be unable to, pay its debts as they become due or shall
admit in writing its inability to pay its debts; or

     H. final  judgment  for the payment of money in excess of $50,000  shall be
rendered  against the Maker and the same shall remain  undischarged for a period
of  thirty  (30) days  during  which  execution  of such  judgment  shall not be
effectively stayed.

     Upon the occurrence of an Event of Default, the Holder may by notice to the
Maker take any or all of the following actions: (i) declare the principal of and
any accrued interest and all other amounts payable under this Note to be due and
payable,  whereupon  the same shall  become  forthwith  due and payable  without
presentment, demand protest or other notice of any kind, all of which are hereby
waived by the Maker,  (ii)  exercise any other  remedies  available at law or in
equity,  including  specific  performance  of any  covenant  or other  agreement
contained  in this  Note;  provided,  that upon the  occurrence  of any Event of
Default  referred to in Section 4(G), then (without  prejudice to the rights and
remedies otherwise specified herein)  automatically,  without notice,  demand or
any other act by Holder, the principal of and any accrued interest and all other
amounts payable under this Note shall become immediately due and payable without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby  expressly  waived by the Maker,  anything  contained in this Note to the
contrary  notwithstanding.  No remedy  conferred  in this  Note  upon  Holder is
intended  to be  exclusive  of any other  remedy and each and every such  remedy
shall be  cumulative  and shall be in addition to every other  remedy  conferred
herein or now or  hereinafter  existing  at law or in equity  or by  statute  or
otherwise.

     5. Right of First Refusal.  The Company hereby grants to the holder of this
Note, on an individual  basis,  a right of first refusal to purchase any portion
or all of any  securities  offered by the  Company  to any  person  for  capital
raising purposes for which it has not engaged an investment  banker,  during the
period  commencing  the  date  of  the  initial  closing  of  the  Offering  and
terminating on the two-year  anniversary of the initial closing of the Offering.
If the holders of the Notes together offer to purchase the offered securities in
excess of the offered amount, then they may purchase the offered securities on a
pro-rata  basis  based on the  principal  of the Notes held by such  subscribing
holders of Notes.  If the  holder of a Note does not accept in writing  any such
offer  within 10  business  days after  receipt of the  written  notice from the
Company,  then the  holder  of the Note  will not have any  claim or right  with
respect to such sale of securities.  If, thereafter,  such proposed financing is
modified in any material respect,  the Company shall adopt the same procedure as
with respect to the original  proposed  offering of  securities  by the Company.
This grant by the Company shall not be effective  unless the Offering results in
gross proceeds of $1,500,000 or more.

     6. Miscellaneous.

     A. No provision of this Note shall alter or impair the obligation of Maker,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this Note at the place, at the times,  at the rates,  and in the currency herein
prescribed.

     B. Maker and each other party liable herefor, whether principal,  endorser,
guarantor or  otherwise,  jointly and  severally  hereby (i) waive  presentment,
demand,  protest,  notice of dishonor and/or protest,  notice of non-payment and
all other  notices or  demands  in  connection  with the  delivery,  acceptance,
performance,  default, enforcement or guaranty of this Note, (ii) waive recourse
to suretyship  defenses  generally,  including  extensions of time,  releases of
security and other  indulgences which may be granted from time to time by Holder
to Maker or any  party  liable  herefor,  and  (iii)  agree to pay all costs and
expenses,   including   reasonable   attorneys  fees,  in  connection  with  the
enforcement or collection of this Note.

     C. Holder shall not, by any act, delay, omission or otherwise, be deemed to
have  waived  any  of its  rights  and/or  remedies  hereunder,  and  no  waiver
whatsoever shall be valid unless in writing,  signed by Holder, and then only to
the extent  therein  set forth.  The making of any  demands or the giving of any
notices by Holder or a waiver by Holder of any right and/or remedy  hereunder on
any one  occasion  shall  not be  construed  as a bar to or  waiver of any right
and/or  remedy which Holder would  otherwise  have on any future  occasion.  All
rights and remedies of Holder shall be cumulative and may be exercised singly or
concurrently.

     D. This Note may be  assigned  at any time by Holder on notice to Maker and
upon  compliance with  applicable  securities  laws. Any assignment of this Note
shall automatically assign the registration rights set forth in the subscription
agreement between the Maker and the original Holder of this Note.

     E. The terms and provisions hereof shall be discharged upon payment in full
of the Principal Amount of the Note (or conversion pursuant to Section 1 of this
Note) and payment in full of accrued and unpaid interest thereon. Any instrument
taken by Holder in payment of, or for  application  against,  any  obligation of
Maker or any other party liable herefor shall not operate as a discharge of such
obligation until the instrument is finally paid, notwithstanding the fact that a
bank may be the maker, drawer or acceptor of such instrument.

     F. This Note shall be governed and construed in accordance  with the law of
the State of New York without giving effect to choice of law  principles.  MAKER
AND EACH OTHER PARTY LIABLE HEREFOR,  IN ANY LITIGATION IN WHICH HOLDER SHALL BE
AN ADVERSE PARTY,  WAIVES TRIAL BY JURY,  WAIVES THE RIGHT TO CLAIM THAT A FORUM
OR VENUE SPECIFIED HEREIN IS AN INCONVENIENT FORUM OR VENUE AND WAIVES THE RIGHT
TO INTERPOSE ANY SETOFF, DEDUCTION OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION,
AND  IRREVOCABLY  CONSENTS  TO THE  JURISDICTION  OF THE NEW YORK STATE  SUPREME
COURT, COUNTY OF NEW YORK, AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK IN ANY SUCH SUIT,  ACTION OR PROCEEDING,  AND MAKER FURTHER
AGREES TO ACCEPT AND  ACKNOWLEDGE  SERVICE OF ANY AND ALL  PROCESS  WHICH MAY BE
SERVED UPON IT IN ANY SUCH SUIT,  ACTION OR PROCEEDING BY CERTIFIED  MAIL TO THE
ADDRESS AS SET FORTH ON THE COVER OF THIS NOTE.

     IN WITNESS  WHEREOF,  this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Maker.

                                  AVITAR, INC.


                                By:  ________________
                                      Name:
                                     Title:



<PAGE>




Form to be used to convert Principal Amount of Note:

Avitar, Inc.
65 Dan Road
Canton, Massachusetts  02021




Date:    , 200____

     Pursuant to Section 1 of the  Promissory  Note in favor of the  undersigned
("Note") made by Avitar,  Inc.  ("Company"),  the undersigned hereby irrevocably
elects to convert _________________ of the Principal Amount of the Note together
with  $________  (or all)of the accrued and unpaid  interest  for that number of
shares of  Common  Stock,  $.01 par  value,  of the  Company  determined  by the
conversion provisions of the Note at the Conversion Price, as adjusted.


                                    -------------------------------------------
                                    Signature



     NOTICE: The signature to this form must correspond with the name as written
upon the face of the  within  Note in every  particular  without  alteration  or
enlargement or any change whatsoever.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES AND DELIVERY

Name:__________________________________________________________________
                          (Print in Block Letters)

Address:_______________________________________________________________

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Social Security Number: ____________________________