<PAGE>
                                                                     EXHIBIT 4.1

                       UNITED DOMINION REALTY TRUST, INC.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


REGISTERED                    CUSIP No.:                   PRINCIPAL AMOUNT:
No. FXR-2                     91019PCH3                    $50,000,000
----------------------------  ---------------------------  ---------------------
                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

ORIGINAL ISSUE DATE:          INTEREST RATE:  4.50%        STATED MATURITY
August 5, 2003                                             DATE:  March 3, 2008

INTEREST PAYMENT DATE(S)      [ ] CHECK IF DISCOUNT NOTE
[X] March 1 and September 1,         Issue Price: %
commencing September 1, 2003
[ ] Other:

INITIAL REDEMPTION            INITIAL REDEMPTION           ANNUAL REDEMPTION
DATE:  N/A                    PERCENTAGE:  N/A             PERCENTAGE
                                                           REDUCTION:   N/A

OPTIONAL REPAYMENT
DATE(S):  N/A

SPECIFIED CURRENCY:           AUTHORIZED DENOMINATION:     EXCHANGE RATE
[X] United States dollars     [X] $1,000 and integral      AGENT:  N/A
[ ] Other:                        multiples thereof
                              [ ] Other:

ADDENDUM ATTACHED             DEFAULT INTEREST RATE:  N/A  OTHER/ADDITIONAL
                                                           PROVISIONS:  N/A
[ ] Yes
[X] No

<PAGE>

     UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for The Depository Trust Company, or registered assigns, the Principal
Amount of FIFTY MILLION DOLLARS ($50,000,000), on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof, or any earlier date of acceleration of maturity) (each such
date being hereinafter referred to as the "Maturity Date" with respect to the
principal repayable on such date) and to pay interest thereon (and on any
overdue principal, premium and/or interest to the extent legally enforceable) at
the Interest Rate per annum specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the registered holder (the "Holder") of this Note on the Record
Date with respect to such second Interest Payment Date. Interest on this Note
will be computed on the basis of a 360-day year of twelve 30-day months.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, February 27, 2003 if no interest has been paid or
duly provided for) to, but excluding, the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the person
in whose name this Note (or one or more predecessor Notes, as defined on the
reverse hereof) is registered at the close of business on the fifteenth calendar
day (whether or not a Business Day, as defined below) immediately preceding such
Interest Payment Date (the "Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for on any Interest Payment Date other than the
Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the
Holder on the close of business on any Record Date and, instead, shall be paid
to the person in whose name this Note is registered at the close of business on
a special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or may be paid at any time in
any other lawful manner, all as more fully provided for in the Indenture.

     Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as contemplated on the
reverse hereof) at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the office
of the Trustee located at 40 Broad Street, 5/th/ Floor, New York, New York
10004, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Company may determine; provided, however, that if the Specified
Currency (as defined below) is other than United States dollars and such payment
is to be made in the Specified Currency in accordance with the provisions set
forth below, such payment will be made by wire transfer of immediately available
funds to an account with a bank designated by the Holder hereof at least 15
calendar days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note is presented and surrendered
and, if applicable, instructions are delivered at the aforementioned office or
agency maintained by the Company in time for the Trustee to make such payment in
such funds in accordance with its normal procedures. Payment of interest due on
any Interest Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at the option of
the Company, by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register maintained by the Trustee;
provided, however, that a Holder of U.S.$10,000,000 (or, if the Specified
Currency is other than United States dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to receive
interest payments on such Interest Payment Date by wire transfer of immediately
available funds if such Holder has delivered appropriate wire transfer
instructions in writing to the Trustee not less than 15 calendar days prior to
such Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such Holder.

                                       2

<PAGE>

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to the date of such
payment on the next succeeding Business Day.

     As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must not be a day on which commercial banks
are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day must be a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Euros,
South African rands and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.

     The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency specified above (or,
if such Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts in the country issuing such Specified
Currency or, if such Specified Currency is Euro, in the member states of the
European Union that have adopted the single currency in accordance with the
Treaty establishing the European Community, as amended by the Treaty on European
Union, then in the currency which is at the time of such payment legal tender in
the related country or in the adopting member states of the European Union) (the
"Specified Currency"). If the Specified Currency is other than United States
dollars, except as otherwise provided below, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into United
States dollars for payment to the Holder of this Note.

     If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive any amounts payable hereunder in such
Specified Currency. If the Holder of this Note shall not have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the Specified
Currency, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase
by the quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

     If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust office in The City of New York on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or sent
by cable, telex or other form of facsimile transmission. The Holder of this Note
may elect to receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.

     If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, but the Specified Currency is
not available due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to

                                       3

<PAGE>

satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined
below) determined by the Exchange Rate Agent on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for the Specified Currency as certified for
customs purposes (or, if not so certified, as otherwise determined) by the
Federal Reserve Bank of New York. Any payment made in United States dollars
under such circumstances shall not constitute an Event of Default (as defined in
the Indenture).

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

     The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

     Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                       4

<PAGE>

     IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this Note
to be duly executed by one of its duly authorized officers.

                                         UNITED DOMINION REALTY TRUST, INC.


                                         By  /s/ Christopher D. Genry
                                            ------------------------------------
                                             Name:  Christopher D. Genry
                                             Title: Executive Vice President and
                                                    Chief Financial Officer


ATTEST:


By  /s/ Mary Ellen Norwood
   ------------------------------------
    Name:  Mary Ellen Norwood
    Title: Vice President and Secretary


Dated:  August 5, 2003


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of
the series designated therein referred
to in the within-mentioned Indenture.


WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee


By  /s/ Sarah A. McMahon
   ------------------------------------
           Authorized Signatory

                                       5

<PAGE>

                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                  (Fixed Rate)


     This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of November 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Wachovia Bank, National Association,
(formerly known as First Union National Bank of Virginia) as trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Debt Securities
designated as "Medium-Term Notes Due Nine Months or More From Date of Issue"
(the "Notes"). All terms used but not defined in this Note or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture or on the
face hereof, as the case may be.

     This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.

     This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

     This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
the Initial Redemption Percentage specified on the face hereof (as adjusted by
the Annual Redemption Percentage Reduction, if any, specified on the face hereof
as set forth below) multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage shall decline at each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction, if
any, until the Redemption Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.

     This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such other minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee
must receive at its corporate trust office not more than 60 nor less than 30
calendar days prior to the Repayment Date, such Note and instructions to such
effect forwarded by the Holder hereof. Exercise of such repayment option by the
Holder hereof shall be irrevocable. In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms and provisions as this Note shall be issued by
the Company in the name of the Holder hereof upon the presentation and surrender
hereof.

     If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (1) the Issue Price

                                       6

<PAGE>

specified on the face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount".

     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.

     In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:

     "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real
Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

     "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

     "Undepreciated Real Estate Assets" as of any date means the original cost
plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

     "Unsecured Debt" means debt of the Company or any Subsidiary which is not
secured by any mortgage, lien, charge, pledge or security interest of any kind
upon any of their properties.

     If an Event of Default shall occur and be continuing, the principal of the
Notes may, and in certain cases shall, be accelerated in the manner and with the
effect provided in the Indenture.

     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf

                                       7

<PAGE>

of all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and other Notes issued upon the registration of
transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes having the same terms
and provisions, of Authorized Denominations and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the
same terms and provisions, as requested by the Holder hereof surrendering the
same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

                                       8

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM   - as tenants in common    UNIF GIFT MIN ACT  - ______ Custodian ______
TEN ENT   - as tenants by the                            (Cust)          (Minor)
            entireties                                 under Uniform Gifts to
JT TEN    - as joint tenants with                      Minors
            right of survivorship                      Act______________________
            and not as tenants in                                (State)
            common

     Additional abbreviations may also be used though not in the above list.

                                   ----------

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
              OTHER
IDENTIFYING NUMBER OF ASSIGNEE
------------------------------
________________________________________________________________________________

________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

________________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing

________________________________________________________________________________
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.

Dated:  ______________________       ___________________________________________
        ______________________       ___________________________________________
                                       Notice: The signature(s) on this
                                       Assignment must correspond with the
                                       name(s) as written upon the face of this
                                       Note in every particular, without
                                       alteration or enlargement or any change
                                       whatsoever.

                                       9