THIS NOTE AND THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES  UNDER SAID ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                           CONVERTIBLE PROMISSORY NOTE

$5,949,042                                          Effective: September 1, 2001

     FOR  VALUE  RECEIVED  RATEXCHANGE   CORPORATION,   a  Delaware  corporation
("Company") promises to pay to FORSYTHE McARTHUR ASSOCIATES, INC. ("Holder"), or
its  registered  assigns,  the  principal  sum of Five  Million Nine Hundred and
Forty-Nine  Thousand  Forty-Two dollars  ($5,949,042),  or such lesser amount as
shall equal the outstanding principal amount hereof, together with interest from
September  1, 2001 on the unpaid  principal  balance at a rate equal to 9.0% per
annum, computed on the basis of twelve 30 day months, payable as provided herein
and will mature on August 31, 2006.

     The following is a statement of the rights of Holder and the  conditions to
which this Note is subject, and to which Holder, by the acceptance of this Note,
agrees:

     1. Definitions.  As used in this Note, the following capitalized terms have
the following meanings:

     "Affiliate," with respect to any Person, means (i) any director, officer or
employee of such Person,  (ii) any Person directly or indirectly  controlling or
controlled by or under direct or indirect  common control with such Person,  and
(iii)  any  Person  beneficially  owning or  holding  5% or more of any class of
voting  securities  of such  Person  or any  corporation  of which  such  Person
beneficially owns or holds, in the aggregate,  5% or more of any class of voting
securities. The term "control" means the possession,  directly or indirectly, of
the power to direct or cause the direction of the  management  and policies of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.  The term  "Affiliate,"  when used herein  without  reference  to any
Person shall mean an Affiliate of Company.

     "Bankruptcy  Law" shall mean Title 11, U.S.  Code or any  similar  federal,
state or foreign bankruptcy, insolvency or similar law.

<PAGE>

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed.

     "Capital  Lease"  means,  at any time,  a lease  with  respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "Capital Lease Obligation" means, as to any Person, the obligations of such
Person under a lease that are required to be  classified  and  accounted  for as
capital lease obligations  under GAAP and, for purposes of this definition,  the
amount of such obligations at the time any  determination  thereof is to be made
shall be the amount of the liability in respect of a capital lease that would at
such time be so required to be capitalized on a balance sheet in accordance with
GAAP.

     "Common Stock" means Class A common stock,  par value $.0001 per share,  of
Company or any shares into which such shares have been  changed  pursuant to any
recapitalization, merger, consolidation or similar event.

     "Company"  includes the corporation  initially  executing this Note and any
Person which shall succeed to or assume the  obligations of Company as permitted
under this Note.

     "Conversion Price" has the meaning given in Section 8.1 hereof.

     "Conversion Shares" has the meaning given in Section 8.6 (c) hereof.

     "Custodian"  shall  mean  any  custodian,   receiver,   trustee,  assignee,
sequester, liquidator or similar official under any Bankruptcy Law.

     "Daily Market Price" means the last reported per share sale price,  regular
way on such day,  or, if no sale  takes  place on such day,  the  average of the
reported  closing per share bid and asked  prices on such day,  regular  way, in
either case as  reported  on the  American  Stock  Exchange  or, if such Class A
common stock is not quoted or admitted to trading on such quotation  system,  on
the principal  national  securities  exchange or quotation  system on which such
Class A common stock may be listed or admitted to trading or quoted,  or, if not
listed or admitted to trading or quoted on any national  securities  exchange or
quotation  system,  the average of the closing per share bid and asked prices of
such Class A common stock on the over-the-counter  market on the day in question
as reported by the National Quotation Bureau Incorporated,  or similar generally
accepted reporting service, or, if not so available in such manner, as furnished
by any NASDAQ  member firm  selected from time to time by the Board of Directors
of  Company  for that  purpose,  or,  if not so  available  in such  manner,  as
otherwise determined in good faith by the Board of Directors of Company.

     "Default Rate" has the meaning given in Section 15 hereof.

     "Event of Default" has the meaning given in Section 5 hereof.


                                       2
<PAGE>

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time in the United States of America.

     "Guaranty"  means, with respect to any Person,  any obligation  (except the
endorsement  in the ordinary  course of business of negotiable  instruments  for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness,  dividend or other  obligation  of any other Person in any manner,
whether  directly or  indirectly,  including  (without  limitation)  obligations
incurred through an agreement, contingent or otherwise, by such Person:

          (a) to  purchase  such  indebtedness  or  obligation  or any  property
     constituting security therefor;

          (b) to advance or supply funds (i) for the purchase or payment of such
     indebtedness  or  obligation,  or (ii) to maintain  any working  capital or
     other  balance  sheet  condition or any income  statement  condition of any
     other  Person or  otherwise  to  advance  or make  available  funds for the
     purchase or payment of such indebtedness or obligation;

          (c)  to  lease  properties  or  to  purchase  properties  or  services
     primarily  for the purpose of assuring  the owner of such  indebtedness  or
     obligation  of the  ability  of any  other  Person to make  payment  of the
     indebtedness or obligation; or

          (d) otherwise to assure the owner of such  indebtedness  or obligation
     against loss in respect thereof.

     In any computation of the indebtedness or other  liabilities of the obligor
under any Guaranty,  the indebtedness or other  obligations that are the subject
of such Guaranty shall be assumed to be direct obligations of such obligor.

     "Holder" shall mean the Person specified in the  introductory  paragraph of
this Note or any Person who shall at the time be the  registered  holder of this
Note.

     "Indebtedness"  with  respect to any  Person  means,  at any time,  without
duplication,

          (a) its liabilities for borrowed money and its redemption  obligations
     in respect of mandatorily redeemable Preferred Stock;

          (b) its  liabilities  for the  deferred  purchase  price  of  property
     acquired by such Person (excluding accounts payable arising in the ordinary
     course of business but including all  liabilities  created or arising under
     any conditional sale or other title retention agreement with respect to any
     such property);

          (c) all liabilities  appearing on its balance sheet in accordance with
     GAAP in respect of Capital Leases;


                                       3
<PAGE>

          (d) all  liabilities  for  borrowed  money  secured  by any Lien  with
     respect to any property owned by such Person (whether or not it has assumed
     or otherwise become liable for such liabilities);

          (e) all its liabilities in respect of letters of credit or instruments
     serving a similar  function issued or accepted for its account by banks and
     other financial  institutions (whether or not representing  obligations for
     borrowed money);

          (f) Swaps of such Person; and

          (g) any Guaranty of such Person with respect to  liabilities of a type
     described in any of clauses (a) through (f) hereof.

     Indebtedness  of any Person shall include all obligations of such Person of
the  character  described  in clauses  (a) through (g) to the extent such Person
remains  legally  liable  in  respect  thereof  notwithstanding  that  any  such
obligation is deemed to be extinguished under GAAP.

     "Lien"  means,  with respect to any Person,  any  mortgage,  lien,  pledge,
charge, security interest or other encumbrance,  or any interest or title of any
vendor,  lessor,  lender or other  secured  party to or of such Person under any
conditional  sale or other title retention  agreement or Capital Lease,  upon or
with respect to any property or asset of such Person.

     "Material  Subsidiary" means any Subsidiary of Company which at the date of
determination  is a  "significant  subsidiary"  as  defined  in Rule  1-02(w) of
Regulation S-X under the Securities Act and the Exchange Act (as such Regulation
is in effect on the date hereof).

     "Obligations"   shall  mean  and  include  all  loans,   advances,   debts,
liabilities and  obligations,  howsoever  arising,  owed by Company to Holder of
every kind and  description  (whether or not evidenced by any note or instrument
and whether or not for the payment of money),  now existing or hereafter arising
under or pursuant to the terms of this Note and the other Operative  Agreements,
including, all interest, fees, charges, expenses,  attorneys' fees and costs and
accountants'  fees and costs chargeable to and payable by Company  hereunder and
thereunder,  in each case,  whether direct or indirect,  absolute or contingent,
due or to become due,  and whether or not arising  after the  commencement  of a
proceeding  under Title 11 of the United States Code (11 U. S. C. Section 101 et
seq.),  as amended  from time to time  (including  post-petition  interest)  and
whether or not allowed or allowable as a claim in any such proceeding.

     "Operative  Agreements" shall mean that certain Restructure Agreement dated
as of  October  4,  2001  by and  between  Holder  and  Company  and any and all
agreements and documents to be executed and delivered in connection therewith.

     "Person" means an individual,  partnership,  corporation, limited liability
company,  association,  trust, unincorporated  organization,  or a government or
agency or political subdivision thereof.


                                       4
<PAGE>

     "Preferred Stock" means any class of capital stock of a corporation that is
preferred  over any other class of capital stock of such  corporation  as to the
payment  of  dividends  or  the  payment  of  any  amount  upon  liquidation  or
dissolution of such corporation.

     "Subsidiary" means, as to any Person, any corporation, association or other
business entity in which such Person or one or more of its  Subsidiaries or such
Person  and one or more of its  Subsidiaries  owns  sufficient  equity or voting
interests  to  enable  it or them (as a group)  ordinarily,  in the  absence  of
contingencies,  to elect a majority  of the  directors  (or  Persons  performing
similar functions) of such entity, and any partnership or joint venture if a 50%
or more  interest in the  profits or capital  thereof is owned by such Person or
one or  more  of its  Subsidiaries  or  such  Person  and  one  or  more  of its
Subsidiaries  (unless  such  partnership  can and  does  ordinarily  take  major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of Company.

     "Swaps" means, with respect to any Person, payment obligations with respect
to interest rate swaps,  currency swaps and similar obligations  obligating such
Person  to make  payments,  whether  periodically  or upon  the  happening  of a
contingency.  For the purposes of this  Agreement,  the amount of the obligation
under any Swap shall be the amount  determined in respect  thereof as of the end
of the then most  recently  ended fiscal  quarter of such  Person,  based on the
assumption that such Swap had terminated at the end of such fiscal quarter,  and
in making such  determination,  if any agreement  relating to such Swap provides
for the netting of amounts  payable by and to such Person  thereunder  or if any
such agreement  provides for the simultaneous  payment of amounts by and to such
Person,  then in each such case, the amount of such obligation  shall be the net
amount so determined.

     "Trading  Day" shall mean (a) if the  applicable  security is quoted on the
American Stock Exchange,  a day on which trades may be made thereon,  (b) if the
applicable  security  is listed or  admitted  for trading on the NYSE or another
national  securities  exchange,  a day on which the NYSE or such other  national
securities  exchange is open for business or (c) if the  applicable  security is
not so listed, admitted for trading or quoted, any day that is a Business Day.

     2.  Interest.  Accrued  interest  on this  Note  shall  be due and  payable
quarterly,  commencing  on  March  31,  2002.  Interest  on any  portion  of the
principal hereof that is prepaid shall be paid on the date of such prepayment as
provided herein.  Company may make interest payments in cash or shares of Common
Stock,  provided that (i) if paid in Common Stock,  the Fair Market Value of the
Common Stock must be equal to 100% of the cash interest payment due and (ii) the
shares  issued for  interest  due must be held by Holder of a period of one year
from issuance.  The "Fair Market Value" of a share of Common Stock, for purposes
of this Section 2, shall be equal to the average of the closing market prices of
the Common Stock during the 5 trading days  immediately  preceding  the interest
payment due date (or, if there shall be no such  closing  price on any day,  the
closing  market  price on such day  shall be  deemed  to be the  average  of the
closing bid and asked prices on such day).


                                       5
<PAGE>

     3.  Optional  Prepayment.  At any time and from  time to time on or  before
August  31,  2006,  Company  may  prepay  all or a  portion  of the  outstanding
principal  hereof,  together with accrued  interest  hereon,  so long as Company
gives the Holder at least 30 days irrevocable  written notice in advance of such
prepayment.  The  Company's  decision  to prepay this Note will not, in any way,
affect the Holder's  right of conversion on or before the prepayment as provided
in Section 8 herein.

     4. Representations and Warranties of Company. The Company hereby represents
and warrants to the Holder that:

          (a) This Note, when issued,  sold and delivered for the  consideration
provided  for  herein,  will  be  duly  and  validly  issued,   fully  paid  and
nonassessable.

          (b) The offer and sale of this  Note  solely to Holder is exempt  from
the registration and prospectus  delivery  requirements of the Securities Act of
1933, as amended (the  "Securities  Act") and the  securities  registration  and
qualification   requirements  of  the  currently  effective  provisions  of  the
securities laws of all applicable states.

          (c) The Conversion  Shares have been duly authorized and reserved and,
if and when issued upon  conversion of the Note,  in  accordance  with the terms
hereof, will be validly issued, fully paid and non-assessable,  and the issuance
of the  Conversion  Shares  will not be  subject  to any  preemptive  or similar
rights. The shares will bear a Rule 144 restrictive legend when issued.

     5.  Events of  Default.  An "Event of  Default"  shall  exist if any of the
following conditions or events shall occur and be continuing:

          (a) Company  defaults in the payment of any  interest on the Note when
the same  becomes due and payable and the default  continues  for a period of 30
days; or

          (b) Company  defaults in the payment of any  principal or premium,  if
any, on the Note when the same becomes due and  payable,  whether at maturity or
otherwise; or

          (c) Company  breaches in any material  respect any  representation  or
warranty contained in this Note or the any of the Operative Agreements, or fails
to observe or perform any other covenant or agreement  contained in this Note or
the  Operative  Agreements  required to be  performed  by any of them,  and such
breach is not cured or such failure  continues for a period of 60 days after the
receipt of written notice by Company from the Holder stating that such notice is
a "Notice of Default"; or

          (d) a default  under any  credit  agreement,  mortgage,  indenture  or
instrument  under  which there may be issued or by which there may be secured or
evidenced  any  Indebtedness  for money  borrowed  by  Company  or any  Material
Subsidiary (or the payment of which is Guaranteed by Company or any of Company's
Material Subsidiaries), whether such Indebtedness or Guarantee


                                       6
<PAGE>

exists on the date of this Agreement or is created hereafter,  which default (i)
is caused by a failure  to pay when due any  principal  of or  interest  on such
Indebtedness  within the grace period, if any, provided for in such Indebtedness
(which  failure  continues  beyond any  applicable  grace  period)  (a  "Payment
Default") or (ii) results in the acceleration of such Indebtedness  prior to its
express maturity (without such acceleration being rescinded or annulled) and, in
each  case,  the  principal  amount  of such  Indebtedness,  together  with  the
principal amount of any other such  Indebtedness  under which there is a Payment
Default or the maturity of which has been so accelerated, aggregates $15,000,000
or more and after written  receipt by Company from the Holder  stating that such
notice is a "Notice of Default"; or

          (e) a final, non-appealable judgment or final non-appealable judgments
(other than any judgment as to which a reputable  insurance company has accepted
full  liability)  for the  payment of money are  entered by a court or courts of
competent  jurisdiction  against  Company or any Material  Subsidiary and remain
unstayed,  unbonded or  undischarged  for a period (during which execution shall
not be effectively  stayed) of 60 days,  provided that the aggregate of all such
judgments exceeds $5,000,000; or

          (f)  Company  or any  Material  Subsidiary  pursuant  to or within the
meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding;  or
(ii)  consents to the entry of an order for relief  against  such company or any
Material  Subsidiary in an involuntary case or proceeding;  or (iii) consents to
the appointment of a Custodian of such company or any Material Subsidiary or for
all or any substantial part of its property;  or (iv) makes a general assignment
for the benefit of its  creditors;  or (v) take  corporate or similar  action to
effect any of the foregoing; or

          (g) a court of competent  jurisdiction enters an order or decree under
any  Bankruptcy  Law that:  (i) is for relief  against  Company or any  Material
Subsidiary in an involuntary case or proceeding; or (ii) appoints a Custodian of
such company or any Material  Subsidiary or for all or any  substantial  part of
the  property of such company or any  Material  Subsidiary;  or (iii) orders the
liquidation  of such  company  or any  Material  Subsidiary;  and in  each  case
referred to in this  subsection (g) the order or decree remains  unstayed and in
effect for 60 days.

     6. Rights of Holder upon Default.

     (a) If an Event of Default  with  respect to Company  described  in Section
5(f) or (g) has occurred (other than an Event of Default described in clause (i)
of Section 5(f) or described in clause (v) of Section 5(f) by virtue of the fact
that  such  clause  encompasses  clause  (i) of  Section  5(f)),  the Note  then
outstanding shall automatically become immediately due and payable. If any other
Event of Default has occurred and is  continuing,  the Holder may at any time at
its option, by notice or notices to Company,  declare the Note to be immediately
due and payable.

     (b) Notwithstanding the foregoing, if (i) any Event of Default described in
Section 5 (a) or (b) has occurred and is continuing,  the Holder of the Note may
at any time, at its option, by notice or notices to Company, declare the Note to
be  immediately  due and  payable;  or (ii) any Event of  Default  described  in
Section 5 (d) has occurred and is continuing and the Payment Default giving


                                       7
<PAGE>

rise to such Event of Default is cured or the  acceleration  giving rise to such
Event of Default  is  annulled  or  rescinded  within 30 days  after  receipt of
written  notice of such Event of Default by Company  from the Holder of the Note
stating  that such notice is a "Notice of  Default,"  then such Event of Default
and any  declaration  under  Section 6 (a) above  shall be deemed  automatically
annulled and rescinded.  Upon the Note becoming due and payable under Section 6,
whether automatically or by declaration,  the Note will forthwith mature and the
entire unpaid  principal  amount  hereof,  plus all accrued and unpaid  interest
thereon,  shall all be  immediately  due and  payable,  in each and  every  case
without presentment,  demand, protest or further notice, all of which are hereby
waived.

     (c) If any Default or Event of Default has occurred and is continuing,  and
irrespective of whether the Note has become or has been declared immediately due
and payable under Section 6, the holder of the Note at the time  outstanding may
proceed to protect and enforce its rights by an action at law, suit in equity or
other  appropriate  proceeding,  whether  for the  specific  performance  of any
agreement contained herein or in the Operative Agreements,  or for an injunction
against a  violation  of any of the terms  hereof or  thereof,  or in aid of the
exercise of any power granted hereby or thereby or by law or otherwise.

          7. Representations and Warranties of Holder. By its acceptance of this
     Note, the Holder makes the following representations and warranties:

          (a) The Holder is aware of Company's  business  affairs and  financial
condition,  and has acquired  information  about Company  sufficient to reach an
informed  and  knowledgeable  decision  to  acquire  this  Note.  The  Holder is
acquiring  this Note for its own account for  investment  purposes  only and not
with a view to, or for the resale in connection with, any "distribution" thereof
in violation of the Act.

          (b) The Holder  understands  that this Note, and the  securities  into
which it is convertible, have not been registered under the Act in reliance upon
a specific  exemption  therefrom,  which  exemption  depends  upon,  among other
things,  the bona fide nature of the  Holder's  investment  intent as  expressed
herein.

          (c) The Holder further  understands that this Note, and the securities
into which it is  convertible,  must be held  indefinitely  unless  subsequently
registered  under the Act and qualified  under any applicable  state  securities
laws, or unless  exemptions from  registration and  qualification  are otherwise
available.  The Holder is aware of the provisions of Rule 144, promulgated under
the Act.

          (d) The Holder is an "accredited  investor" as such term is defined in
Rule 501 of Regulation D promulgated under the Securities Act.

     8. Conversion.


                                       8
<PAGE>

          8.1  Conversion  Privilege.  The holder of this Note may  convert  the
     principal  amount  thereof  (or any  portion  thereof  that is an  integral
     multiple  of $1,000)  into fully paid and  nonassessable  shares of Class A
     common stock,  par value $.0001 per share,  of Company on the maturity date
     of the  Note  at the  Conversion  Price.  Holder  will  not be able to sell
     converted stock for a period of one year after receipt.

          The number of shares of Class A common stock issuable upon  conversion
     of a Note is  determined  by dividing the  principal  amount of the Note so
     converted by the Conversion Price in effect on the Conversion Date.

          "Conversion  Price" means 80% of the average  closing market price for
     the 5 trading days immediately  preceding the date of Holder's  election to
     convert.

          Provisions of this Agreement that apply to conversion of all of a Note
     also  apply to  conversion  of a  portion  of it. A holder of a Note is not
     entitled  to any  rights of a holder  of Class A common  stock  until  such
     holder has converted  such Note into Class A common stock,  and only to the
     extent that such Note is deemed to have been  converted into Class A common
     stock under this Section 8.1.

          8.2 Conversion Procedure

     To convert  the Note,  the Holder  must (1)  complete  and sign a notice of
     election to convert  substantially in the form attached hereto (or complete
     and manually sign a facsimile  thereof) and deliver such notice to Company,
     (2) surrender the Note to Company, (3) furnish appropriate  endorsements or
     transfer  documents  if  required  by Company  and (4) pay any  transfer or
     similar tax, if required by Company in accordance  with Section 8.4 hereof.
     The date on which the holder  satisfies  all of those  requirements  is the
     conversion date (the "Conversion  Date").  As promptly as practicable on or
     after the Conversion Date,  Company shall issue and deliver to the holder a
     certificate  or  certificates  for the  number  of whole  shares of Class A
     common stock  issuable upon the conversion and a check or other payment for
     any fractional share in an amount  determined  pursuant to Section 8.3. The
     Person  in whose  name the  certificate  is  registered  shall  become  the
     stockholder  of record on the  Conversion  Date and, as of such date,  such
     Person's  rights as a holder of a Note with respect to the  converted  Note
     shall cease and such converted Note shall no longer be deemed  outstanding;
     provided,  however, that, except as otherwise provided in this Section 8.2,
     no surrender of a Note on any date when the stock transfer books of Company
     shall be closed  shall be effective to  constitute  the Person  entitled to
     receive  the  shares of Class A common  stock upon such  conversion  as the
     stockholder  of record of such shares of Class A common stock on such date,
     but such surrender  shall be effective to constitute the Person entitled to
     receive  such shares of Class A common stock as the  stockholder  of record
     thereof for all  purposes  at the close of business on the next  succeeding
     day on which such stock transfer books are open; provided further, however,
     that such conversion shall be at the Conversion Price in effect on the date
     that such Note shall have been surrendered for conversion,  as if the stock
     transfer books of Company had not been closed.


                                       9
<PAGE>

          No payment or adjustment  will be made for accrued and unpaid interest
     on a converted Note or for dividends or  distributions on shares of Class A
     common stock issued upon  conversion of a Note,  except that, if the Holder
     surrenders  the Note for  conversion  after  the close of  business  on any
     record date for the payment of an  installment of interest and prior to the
     opening of business on the next  succeeding  interest  payment date,  then,
     notwithstanding such conversion, accrued and unpaid interest payable on the
     Note on such interest  payment date shall be paid on such interest  payment
     date  to the  person  who  was  the  holder  of the  Note  (or  one or more
     predecessor Notes) at the close of business on such record date. Holders of
     Class A common stock issued upon conversion will not be entitled to receive
     any  dividends  payable to holders of Class A common stock as of any record
     time before the close of business on the Conversion Date.

          If a holder  converts more than one Note at the same time,  the number
     of whole shares of Class A common stock issuable upon the conversion  shall
     be based on the total principal amount of Notes converted.

          Upon  surrender  of a Note that is converted  in part,  Company  shall
     issue to the holder a new Note equal in principal amount to the unconverted
     portion of the Note surrendered.

          8.3 Fractional  Shares.  Company will not issue  fractional  shares of
     Class A common stock upon  conversion of a Note.  In lieu thereof,  Company
     will pay an amount in cash based upon the Daily Market Price of the Class A
     common stock on the Trading Day prior to the Conversion Date.

          8.4. Taxes on Conversion.  The issuance of certificates  for shares of
     Class A common stock upon the  conversion of the Note shall be made without
     charge to the converting Noteholder for such certificates or for any tax in
     respect of the issuance of such  certificates,  and such certificates shall
     be issued in the  respective  names of, or in such names as may be directed
     by, the holder or holders of the converted Note; provided, however, that in
     the event that  certificates  for shares of Class A common  stock are to be
     issued in a name other  than the name of the holder of the Note  converted,
     such Note,  when  surrendered  for  conversion,  shall be accompanied by an
     instrument of assignment or transfer, in form satisfactory to Company, duly
     executed by the registered holder thereof or his duly authorized  attorney;
     and provided  further,  however,  that Company shall not be required to pay
     any tax which may be payable in respect  of any  transfer  involved  in the
     issuance and delivery of any such certificates in a name other than that of
     the holder of the  converted  Note,  and  Company  shall not be required to
     issue or deliver  such  certificates  unless or until the person or persons
     requesting  the issuance  thereof  shall have paid to Company the amount of
     such tax or shall have established to the satisfaction of Company that such
     tax has been paid or is not applicable.

          8.5.  Company to Provide Stock. The Company shall at all times reserve
     and keep available,  free from preemptive rights, out of its authorized but
     unissued  Class A common  stock,  solely for the purpose of  issuance  upon
     conversion of the Note as herein provided, a


                                       10
<PAGE>

     sufficient  number  of  shares  of  Class A  common  stock  to  permit  the
     conversion of the Note for shares of Class A common stock.

          All shares of Class A common stock which may be issued upon conversion
     of the Note  shall  be duly  authorized,  validly  issued,  fully  paid and
     nonassessable  when so issued. The Company shall take such action from time
     to time as shall be necessary so that par value of the Class A common stock
     shall at all times be equal to or less than the  Conversion  Price  then in
     effect.

          The Company shall from time to time take all action  necessary so that
     the Class A common stock which may be issued upon  conversion  of the Note,
     immediately  upon  their  issuance  (or,  if such  Class A common  stock is
     subject to  restrictions  on  transfer  under the Act,  upon  their  resale
     pursuant  to  an  effective  registration  statement  or  in a  transaction
     pursuant  to which the  certificate  evidencing  such Class A common  stock
     shall no longer bear a restrictive common stock legend),  will be listed on
     the American Stock Exchange or such other interdealer  quotation system and
     market or principal securities exchanges,  if any, on which other shares of
     Class A common stock of Company are then listed or quoted.

          8.6.  Adjustment of Conversion  Price.  The Conversion  Price shall be
     subject to adjustment from time to time as follows:

               (a) In case Company shall (i) pay a dividend in shares of Class A
     common  stock to holders of Class A common  stock (or any event  treated as
     such for U.S.  Federal  income tax purposes),  (ii) make a distribution  in
     shares of Class A common  stock to holders of Class A common  stock (or any
     event  treated  as such  for  U.S.  Federal  income  tax  purposes),  (iii)
     subdivide  its  outstanding  shares of Class A common  stock into a greater
     number of shares of Class A common  stock or (iv)  combine its  outstanding
     shares of Class A common  stock into a smaller  number of shares of Class A
     common stock,  the  Conversion  Price in effect  immediately  prior to such
     action  shall  be  adjusted  so that the  holder  of this  Note  thereafter
     surrendered  for  conversion  shall be  entitled  to receive  the number of
     shares  of Class A common  stock  which he  would  have  owned  immediately
     following  such  action  had the  Note  been  converted  immediately  prior
     thereto.  Any adjustment  made pursuant to this subsection (a) shall become
     effective  immediately  after the record  date in the case of a dividend or
     distribution  and shall become  effective  immediately  after the effective
     date in the case of a subdivision or combination.

               (b) In case Company  shall issue  rights,  options or warrants to
     all holders of Class A common  stock  entitling  them to  subscribe  for or
     purchase  shares of Class A common stock (or  securities  convertible  into
     Class A common  stock) at a price per share (or having a  conversion  price
     per share)  less than the  Current  Market  Price per share (as  determined
     pursuant to subsection (f) below) of the Class A common stock on the record
     date for  determining  the holders of the Class A common stock  entitled to
     receive such rights,  options or warrants,  the  Conversion  Price shall be
     adjusted so that the same shall equal the price  determined by  multiplying
     the Conversion Price in effect  immediately  prior to such record


                                       11
<PAGE>

     date by a fraction of which the numerator  shall be the number of shares of
     Class A common stock outstanding as of the close of business on such record
     date plus the number of shares of Class A common stock which the  aggregate
     offering  price of the total  number  of shares of Class A common  stock so
     offered  (to  the  holders  of  outstanding   Class  A  common  stock)  for
     subscription  or  purchase  (or  the  aggregate  conversion  price  of  the
     convertible  securities so offered)  would  purchase at such Current Market
     Price (as determined  pursuant to subsection  (f) below),  and of which the
     denominator  shall  be the  number  of  shares  of  Class  A  common  stock
     outstanding  on such  record date plus the number of  additional  shares of
     Class A common stock so offered for subscription or purchase (or into which
     the convertible  securities so offered are  convertible).  Such adjustments
     shall become effective immediately after such record date. For the purposes
     of this subsection (b), the number of shares of Class A common stock at any
     time  outstanding  shall not include shares held in the treasury of Company
     but shall include shares issuable in respect of scrip  certificates  issued
     in lieu of  fractions of shares of such Class A common  stock.  The Company
     shall not issue any  rights,  options or  warrants  in respect of shares of
     Class A common  stock  held in the  treasury  of  Company.  In  determining
     whether any rights,  options or warrants  entitle the holders to  subscribe
     for or  purchase  shares of Class A common  stock at less than the  Current
     Market  Price,  and in  determining  the aggregate  offering  price of such
     shares of Class A common  stock,  there  shall be taken  into  account  any
     consideration  received by Company for such rights,  warrants,  or options,
     the value of such consideration,  if any, other than cash, to be determined
     by the Board of Directors.

               (c) In case Company  shall  distribute  to all holders of Class A
     common stock shares of capital stock of Company  (other than Class A common
     stock),  evidences  of  indebtedness,  cash,  rights,  options or  warrants
     entitling  the holders  thereof to  subscribe  for or  purchase  securities
     (other than rights,  options or warrants described in subsection (b) above)
     or other assets  (including  securities  of Persons  other than Company but
     excluding (i) dividends or distributions paid exclusively in cash except as
     described  in  subsection  (d)  below,  (ii)  dividends  and  distributions
     described in  subsection  (a) above and (iii)  distributions  in connection
     with the  consolidation,  merger or transfer  of assets  covered by Section
     8.11),  then in each such case the  Conversion  Price  shall be adjusted so
     that  the  same  shall  equal  the  price  determined  by  multiplying  the
     Conversion  Price  in  effect   immediately  prior  to  the  date  of  such
     distribution  by a fraction  of which the  numerator  shall be the  Current
     Market Price  (determined as provided in subsection (f) below) of the Class
     A common  stock on the record  date  mentioned  below less the fair  market
     value on such record date (as  determined by the Board of Directors,  whose
     determination  shall be  conclusive  evidence of such fair market value and
     described  in a  board  resolution)  of the  portion  of the  evidences  of
     indebtedness,  shares of capital stock, cash, rights, options,  warrants or
     other assets so distributed applicable to one share of Class A common stock
     (determined  on the  basis of the  number  of  shares of the Class A common
     stock  outstanding on the record date), and of which the denominator  shall
     be such Current Market Price of the Class A common stock.  Such  adjustment
     shall  become  effective   immediately   after  the  record  date  for  the
     determination  of the holders of Class A common  stock  entitled to receive
     such distribution. Notwithstanding the foregoing,


                                       12
<PAGE>

     in case Company shall distribute  rights,  options or warrants to subscribe
     for  additional  shares of  Company's  capital  stock  (other than  rights,
     options or warrants  referred to in subsection (b) above) ("Rights") to all
     holders  of  Class A common  stock,  Company  may,  in lieu of  making  any
     adjustment  pursuant to the foregoing  provisions of this subsection (c) of
     Section  8.6  make  proper  provision  so that the  holder  of the Note who
     converts the Note (or any portion  thereof)  after the record date for such
     distribution  and prior to the expiration or redemption of the Rights shall
     be entitled to receive upon such  conversion,  in addition to the shares of
     Class A  common  stock  issuable  upon  such  conversion  (the  "Conversion
     Shares"),  a number of  Rights to be  determined  as  follows:  (i) if such
     conversion  occurs  on or prior to the  date  for the  distribution  to the
     holders of Rights of  separate  certificates  evidencing  such  Rights (the
     "Distribution  Date"),  the same  number  of  Rights to which a holder of a
     number of shares of Class A common stock equal to the number of  Conversion
     Shares is entitled at the time of such  conversion in  accordance  with the
     terms and  provisions  of and  applicable  to the Rights;  and (ii) if such
     conversion occurs after the Distribution Date, the same number of Rights to
     which a holder of the  number of shares of Class A common  stock into which
     the principal  amount of the Note so converted was convertible  immediately
     prior to the Distribution Date would have been entitled on the Distribution
     Date in accordance  with the terms and  provisions of and applicable to the
     Rights.

               (d) In case Company shall, by dividend or otherwise,  at any time
     make a distribution to all holders of its Class A common stock  exclusively
     in cash  (including  any  distributions  of cash out of current or retained
     earnings of Company but excluding any cash that is distributed as part of a
     distribution requiring a Conversion Price adjustment pursuant to subsection
     (c) of this Section) in an aggregate amount that,  together with the sum of
     (x) the aggregate  amount of any other  distributions  made  exclusively in
     cash to all holders of Class A common stock within the 12 months  preceding
     the  date  fixed  for  determining  the   stockholders   entitled  to  such
     distribution  (the  "Distribution  Record Date") and in respect of which no
     Conversion  Price  adjustment  pursuant  to  subsection  (c) or (e) of this
     Section or this subsection (d) has been made plus (y) the aggregate  amount
     of all Excess Payments in respect of any tender offers or other  negotiated
     transactions by Company or any of its Subsidiaries for Class A common stock
     concluded within the 12 months  preceding the Distribution  Record Date and
     in respect of which no Conversion Price adjustment  pursuant to subsections
     (c) or (e) of this Section or this subsection (d) has been made, exceeds 12
     1/2% of the product of the Current  Market Price per share  (determined  as
     provided in subsection  (f) of this Section) of the Class A common stock on
     the Distribution  Record Date multiplied by the number of shares of Class A
     common stock outstanding on the Distribution  Record Date (excluding shares
     held in the treasury of Company),  the Conversion Price shall be reduced so
     that  the same  shall  equal  the  price  determined  by  multiplying  such
     Conversion Price in effect  immediately  prior to the  effectiveness of the
     Conversion  Price  reduction  contemplated  by  this  subsection  (d)  by a
     fraction of which the numerator shall be the Current Market Price per share
     (determined  as provided in subsection  (f) of this Section) of the Class A
     common stock on the Distribution  Record Date less the sum of the aggregate
     amount of cash and the aggregate  Excess Payments so  distributed,  paid or
     payable within such 12-month period


                                       13
<PAGE>

     (including,  without limitation,  the distribution in respect of which such
     adjustment  is being made)  applicable to one share of Class A common stock
     (which shall be determined  by dividing the sum of the aggregate  amount of
     cash and the aggregate Excess Payments so distributed, paid or payable with
     respect to outstanding shares of Class A common stock within such 12 months
     (including,  without limitation,  the distribution in respect of which such
     adjustment  is being made) by the number of shares of Class A common  stock
     outstanding on the Distribution  Record Date) and the denominator  shall be
     such Current  Market Price per share  (determined as provided in subsection
     (f) of this Section) of the Class A common stock on the Distribution Record
     Date, such reduction to become effective  immediately  prior to the opening
     of business on the day following the Distribution Record Date.

               (e) In case a tender offer or other  negotiated  transaction made
     by Company or any Subsidiary of Company for all or any portion of the Class
     A common  stock  shall be  consummated,  if an  Excess  Payment  is made in
     respect  of such  tender  offer or  other  negotiated  transaction  and the
     aggregate  amount of such Excess Payment,  together with the sum of (x) the
     aggregate  amount of any  distributions,  by dividend or otherwise,  to all
     holders  of  the  Class  A  common  stock  made  in  cash   (including  any
     distributions  of cash out of  current or  retained  earnings  of  Company)
     within  the 12  months  preceding  the  date of  payment  of  such  current
     negotiated  transaction  consideration or expiration of such current tender
     offer,  as the  case  may be (the  "Purchase  Date"),  and as to  which  no
     adjustment in the  Conversion  Price  pursuant to subsection  (c) or (d) of
     this Section or this  subsection  (e) has been made plus (y) the  aggregate
     amount of all Excess  Payments  in respect  of any other  tender  offers or
     other  negotiated  transactions by Company or any of its  Subsidiaries  for
     Class A common stock concluded  within the 12 months preceding the Purchase
     Date and in respect of which no adjustment in the Conversion Price pursuant
     to subsection  (c) or (d) of this Section or this  subsection  (e) has been
     made,  exceeds 12 1/2% of the product of the Current Market Price per share
     (determined  as provided in subsection  (f) of this Section) of the Class A
     common stock on the  Purchase  Date  multiplied  by the number of shares of
     Class A common  stock  outstanding  on the  Purchase  Date  (including  any
     tendered  shares but excluding any shares held in the treasury of Company),
     the  Conversion  Price  shall be reduced  so that the same shall  equal the
     price determined by multiplying such Conversion Price in effect immediately
     prior to the  effectiveness of the Conversion Price reduction  contemplated
     by this  subsection  (e) by a fraction of which the numerator  shall be the
     Current Market Price per share (determined as provided in subsection (f) of
     this Section) of the Class A common stock on the Purchase Date less the sum
     of the  aggregate  amount  of cash and the  aggregate  Excess  Payments  so
     distributed,  paid or  payable  within  such 12  month  period  (including,
     without limitation,  the Excess Payment in respect of which such adjustment
     is being made) applicable to one share of Class A common stock (which shall
     be determined  by dividing the sum of the aggregate  amount of cash and the
     aggregate  Excess Payments so distributed,  paid or payable with respect to
     outstanding   shares  of  Class  A  common  stock  within  such  12  months
     (including, without limitation, the Excess Payment in respect of which such
     adjustment  is being made) by the number of shares of Class A common  stock
     outstanding on the Purchase


                                       14
<PAGE>

     Date) and the  denominator  shall be such  Current  Market  Price per share
     (determined  as provided in subsection  (f) of this Section) of the Class A
     common  stock on the Purchase  Date,  such  reduction  to become  effective
     immediately  prior to the  opening of  business  on the day  following  the
     Purchase Date.

               (f) The "Current  Market Price" per share of Class A common stock
     on any date shall be deemed to be the  average of the Daily  Market  Prices
     for the shorter of (i) 30 consecutive Business Days ending on the last full
     Trading Day on the exchange or market referred to in determining such Daily
     Market  Prices  prior  to the  time of  determination  or (ii)  the  period
     commencing on the date next succeeding the first public announcement of the
     issuance of such rights or such warrants or such other distribution or such
     tender offer or other negotiated transaction through such last full Trading
     Day on the exchange or market referred to in determining  such Daily Market
     Prices prior to the time of determination.

               (g) "Excess Payment" means the excess of (i) the aggregate of the
     cash and fair market value (as determined by the Board of Directors,  whose
     determination  shall be  conclusive  evidence of such fair market value and
     described in a board resolution) of other  consideration paid by Company or
     any of its  Subsidiaries  with  respect to the shares  acquired in a tender
     offer or other  negotiated  transaction over (ii) the Daily Market Price on
     the Trading Day immediately following the completion of the tender offer or
     other negotiated transaction multiplied by the number of acquired shares.

               (h) The Company reserves the right to make such reductions in the
     Conversion Price in addition to those required in the foregoing  provisions
     as it considers to be advisable in order that any event  treated for United
     States  federal  income tax purposes as a dividend of stock or stock rights
     will not be taxable to the recipients.

               (i) The Company  from time to time may  decrease  the  Conversion
     Price by any amount for any period of at least 20 days  (which  decrease is
     irrevocable during such period),  in which case Company shall give at least
     15 days'  notice of such  decrease,  if the Board of  Directors  has made a
     determination that such decrease would be in the best interests of Company,
     which determination  shall be conclusive;  provided however that in no case
     shall Company decrease the Conversion Price to less than 80% of the Current
     Market Price.

               (j) In any case in which this  Section 8.6 shall  require that an
     adjustment  be made  immediately  following  a record  date  for an  event,
     Company may elect to defer, until such event,  issuing to the holder of the
     Note  converted  after such record date the shares of Class A common  stock
     and other capital stock of Company  issuable upon such  conversion over and
     above the shares of Class A common stock and other capital stock of Company
     issuable upon such conversion on the basis of the Conversion Price prior to
     adjustment;  and,  in  lieu of the  shares  the  issuance  of  which  is so
     deferred,  Company  shall issue or cause its  transfer  agents to issue due
     bills or other appropriate evidence of the right to receive such shares.


                                       15
<PAGE>

          8.7. No  Adjustment.  No adjustment in the  Conversion  Price shall be
     required  until  cumulative  adjustments  amount  to  1.0%  or  more of the
     Conversion Price as last adjusted;  provided, however, that any adjustments
     which by reason of this  Section  8.7 are not  required to be made shall be
     carried  forward and taken into account in any subsequent  adjustment.  All
     calculations  under this  Section 8 shall be made to the nearest cent or to
     the nearest  one-hundredth  of a share,  as the case may be. No  adjustment
     need be made for rights to  purchase  Class A common  stock  pursuant  to a
     Company plan for reinvestment of dividends or interest.  No adjustment need
     be made for a change in the par value or no par value of the Class A common
     stock.

          8.8.  Other  Adjustments.  (a) In the  event  that,  as a result of an
     adjustment  made  pursuant  to Section  8.6  above,  the holder of the Note
     thereafter  surrendered for conversion shall become entitled to receive any
     shares of capital  stock of Company other than shares of its Class A common
     stock,  thereafter the Conversion  Price of such other shares so receivable
     upon  conversion  of the Note shall be subject to  adjustment  from time to
     time in a manner and on terms as nearly  equivalent as  practicable  to the
     provisions  with respect to Class A common stock  contained in this Section
     8.

               (b) In the event that any shares of Class A common stock issuable
     upon  exercise  of any of the rights,  options or  warrants  referred to in
     Section  8.6(b) and Section  8.6(c) hereof are not  delivered  prior to the
     expiration of such rights, options, or warrants, the Conversion Price shall
     be readjusted to the  Conversion  Price which would  otherwise have been in
     effect had the adjustment made upon the issuance of such rights, options or
     warrants  been made on the  basis of  delivery  of only the  number of such
     rights, options and warrants which were actually exercised.

               (c) In any  case in  which  Section  8.6  shall  require  that an
     adjustment  be made  immediately  following a record date for a dividend or
     distribution  and  the  dividend  or  distribution   does  not  occur,  the
     Conversion Price shall again be adjusted to the Conversion Price that would
     then be in effect if such dividend or distribution had not been declared.

          8.9. Notice of Adjustment.  Whenever the Conversion Price is adjusted,
     Company shall promptly mail to the Holder a notice of the adjustment.  Such
     notice shall  briefly  state the facts  requiring  the  adjustment  and the
     manner of computing it and shall be signed by a Senior Financial Officer.

          8.10.  Notice of Certain  Transactions.In  the event that: (a) Company
     takes any action which would require an adjustment in the Conversion Price;
     (b) Company  takes any action  described in Section 8.11; or (c) there is a
     dissolution or  liquidation of Company;  Company shall mail to the Holder a
     notice stating the proposed  record or effective  date, as the case may be.
     The  Company  shall  mail the  notice at least 15 days  before  such  date;
     however, failure to mail such notice or any defect therein shall not affect
     the  validity of any  transaction  referred to in clause (a), (b) or (c) of
     this Section 8.10.


                                       16
<PAGE>

          8.11.   Effect   of   Reclassifications,    Consolidations,   Mergers,
     Continuances  or Sales on  Conversion  Privilege.  If any of the  following
     shall occur,  namely:  (i) any  reclassification  or change of  outstanding
     shares of Class A common stock issuable upon  conversion of the Note (other
     than a change in par value,  or from par value to no par value,  or from no
     par value to par value,  or as a result of a subdivision  or  combination),
     (ii) any  consolidation  or merger to which Company is a party other than a
     merger in which Company is the  continuing  corporation  and which does not
     result in any  reclassification of, or change (other than a change in name,
     or par value,  or from par value to no par  value,  or from no par value to
     par value or as a result of a subdivision or combination)  in,  outstanding
     shares of Class A common stock, (iii) any continuance in a new jurisdiction
     which does not result in any  reclassification  of, or change (other than a
     change in name, or par value, or from par value to no par value, or from no
     par value to par value) in,  outstanding shares of Class A common stock, or
     (iv) any sale or conveyance of all or substantially  all of the property of
     Company  (determined  on a  consolidated  basis),  then  Company,  or  such
     successor  or  purchasing  corporation,  as the  case may be,  shall,  as a
     condition  precedent  to  such  reclassification,   change,  consolidation,
     merger, continuance, sale or conveyance,  execute and deliver to the Holder
     a written notice  providing that the Holder shall have the right to convert
     the Note into the kind and  amount of shares of stock and other  securities
     and  property  (including  cash)  receivable  upon  such  reclassification,
     change, consolidation,  merger, continuance, sale or conveyance by a holder
     of the number of shares of Class A common stock deliverable upon conversion
     of  such  Note  immediately   prior  to  such   reclassification,   change,
     consolidation,  merger, continuance,  sale or conveyance. Such notice shall
     provide for  adjustments of the  Conversion  Price which shall be as nearly
     equivalent as may be practicable to the adjustments of the Conversion Price
     provided for in this Section 8. The  foregoing,  however,  shall not in any
     way affect the right a holder of a Note may  otherwise  have,  pursuant  to
     clause  (ii) of the last  sentence  of  subsection  (c) of Section  8.6, to
     receive  Rights  upon  conversion  of a Note.  If,  in the case of any such
     reclassification,  change,  consolidation,  merger,  continuance,  sale  or
     conveyance,  the stock or other  securities and property  (including  cash)
     receivable thereupon by a holder of Class A common stock includes shares of
     stock or other  securities  and property of a corporation or other business
     entity other than the successor or purchasing corporation,  as the case may
     be, in such reclassification,  change, consolidation,  merger, continuance,
     sale or  conveyance,  then such notice shall also be executed by such other
     corporation  or other  business  entity and shall  contain such  additional
     provisions  to protect the interests of the holder of the Note as the Board
     of Directors of Company shall  reasonably  consider  necessary by reason of
     the foregoing.  The provision of this Section 8.11 shall similarly apply to
     successive    reclassifications,    changes,    consolidations,    mergers,
     continuances, sales or conveyances.

          8.12.  Cancellation  of  Converted  Notes.  All  Notes  delivered  for
     conversion shall be delivered to Company to be canceled.


                                       17
<PAGE>

     9.  Successors  and  Assigns.  Subject  to  the  restrictions  on  transfer
described in Sections 11 and 12 below, the rights and obligations of Company and
Holder of this Note shall be binding upon and benefit the  successors,  assigns,
heirs, administrators and transferees of the parties.

     10. Waiver and Amendment. Any provision of this Note may be amended, waived
or modified upon the written consent of Company and Holder.

     11. Transfer of this Note or Securities Issuable on Conversion Hereof. With
respect to any offer,  sale or other disposition of this Note or securities into
which such Note may be  converted,  Holder will give  written  notice to Company
prior  thereto,  describing  briefly  the  manner  thereof,  together  with,  if
requested by Company, a written opinion of Holder's counsel,  to the effect that
such offer, sale or other  distribution may be effected without  registration or
qualification  (under any federal or state law then in effect).  Upon  receiving
such  written  notice and  reasonably  satisfactory  opinion,  if so  requested,
Company, as promptly as practicable, shall notify Holder that Holder may sell or
otherwise  dispose of this Note or such  securities,  all in accordance with the
terms of the notice  delivered  to  Company.  If a  determination  has been made
pursuant  to this  Section  11 that the  opinion  of  counsel  for Holder is not
reasonably  satisfactory  to Company,  Company shall so notify  Holder  promptly
after such  determination  has been made.  Each Note thus  transferred  and each
certificate  representing the securities thus transferred shall bear a legend as
to the applicable  restrictions on transferability in order to ensure compliance
with the Act,  unless in the opinion of counsel  for Company  such legend is not
required  in order to ensure  compliance  with the Act.  Company  may issue stop
transfer   instructions   to  its  transfer   agent  in  connection   with  such
restrictions.  Subject  to  the  foregoing  transfers  of  this  Note  shall  be
registered upon  registration  books maintained for such purpose by or on behalf
of Company.  Prior to  presentation  of this Note for  registration of transfer,
Company shall treat the registered holder hereof as the owner and holder of this
Note for the purpose of receiving all payments of principal and interest  hereon
and for all other purposes whatsoever, whether or not this Note shall be overdue
and Company shall not be affected by notice to the contrary.

     12.  Assignment  by  Company.  Neither  this  Note  nor any of the  rights,
interests  or  obligations  hereunder  may be  assigned,  by operation of law or
otherwise,  in whole or in part, by Company without the prior written consent of
Holder  except  in  connection  with  an  assignment  in  whole  to a  successor
corporation  to  Company  in  connection  with a  reincorporation  of Company in
another state of the United States.

     13.  Notices.  Any  notice,  request  or other  communication  required  or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid,  or by  recognized  overnight  courier  or  personal  delivery  at  the
respective  addresses of the parties as set forth in the Modification  Agreement
or on the  register  maintained  by Company.  Any party  hereto may by notice so
given change its address for future notice hereunder.  Notice shall conclusively
be deemed to have been given when received.

     14. Payment. Payment shall be made in lawful tender of the United States.


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<PAGE>

     15. Default Rate; Usury. During any period in which an Event of Default has
occurred and is continuing,  Company shall pay interest on the unpaid  principal
balance  hereof  at a rate per  annum  equal to the  rate  otherwise  applicable
hereunder plus four percent (4%). In the event any interest is paid on this Note
which is  deemed  to be in  excess of the then  legal  maximum  rate,  then that
portion of the  interest  payment  representing  an amount in excess of the then
legal  maximum rate shall be deemed a payment of principal  and applied  against
the principal of this Note.

     16.  Expenses;  Waivers.  If action is  instituted  to  collect  this Note,
Company promises to pay all costs and expenses,  including,  without limitation,
reasonable  attorneys' fees and costs,  incurred in connection with such action.
Company  hereby  waives  notice of default,  presentment  or demand for payment,
protest or notice of  nonpayment  or dishonor  and all other  notices or demands
relative to this instrument.

     17. No  Impairment.  The Company  will not, by  amendment  of its  Articles
and/or  Certificate  of  Incorporation  or Bylaws,  or  through  reorganization,
consolidation,  merger, dissolution, issue or sale of securities, sale of assets
or any other voluntary  action,  willfully avoid or seek to avoid the observance
or  performance  of any of the terms of this Note,  but will at all times and in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the holder under this Note against  wrongful  impairment.  Without  limiting the
generality  of the  foregoing,  Company  will  take  all such  action  as may be
necessary or  appropriate in order that Company may duly and validly issue fully
paid and nonassessble Conversion Shares upon the conversion of this Note.

     18.  Severablity.  If one or more  provisions  of this  Note are held to be
unenforceable  under  applicable law, such  provision(s)  shall be excluded from
this  Note  and  the  balance  of the  Note  shall  be  interpreted  as if  such
provision(s)  were so excluded and shall be enforceable  in accordance  with its
terms.


                                       19
<PAGE>

     19.  Governing  Law.  This  Note  and  all  actions  arising  out  of or in
connection  with this Note shall be governed by and construed in accordance with
the laws of the  State of  Illinois,  without  regard  to the  conflicts  of law
provisions of the State of Illinois, or of any other state.

     IN WITNESS  WHEREOF,  Company  has caused  this Note to be issued as of the
date first written above.

                                 ,
                                a Delaware corporation


                                By: __________________________________

                                Title:  ______________________________


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<PAGE>

                               ELECTION TO CONVERT

     To XXXXXXXXXXXXXXXXXX:

     The undersigned owner of the Convertible Promissory Note dated _______ (the
"Note")  hereby  irrevocably  exercises  the option to convert the Note,  or the
portion  below  designated,  into  Class A  common  stock of  XXXXXXXXXXXXXX  in
accordance  with the terms of the Note, and directs that the shares issuable and
deliverable upon  conversion,  together with any check in payment for fractional
shares,  be issued in the name of and  delivered  to the  undersigned,  unless a
different name has been indicated  below. If shares are to be issued in the name
of a person other than the  undersigned,  the undersigned  will pay all transfer
taxes payable with respect thereto.

     The undersigned agrees to be bound by the terms of the Note relating to the
Class A common stock issued upon  conversion of the Note. If you want to convert
the Note in whole, check the box below. If you want to convert the Note in part,
indicate the portion of the Note to be converted in the space provided below.

     In whole / /

     or

     Portion of Note to be converted ($1,000 or any integral multiple  thereof):
$______________

     Date: ______________

     Name of Holder:

     Signature of Authorized Representative of Holder


                                       21
<PAGE>

     ______________________________________  (Sign  exactly as your name appears
on the other side of this Note)

     Medallion Signature Guarantee:_____________________________________

     Please print or typewrite  your name and address,  including zip code,  and
social security or other identifying number:

     If the Class A common stock is to be issued and  delivered to someone other
than you,  please print or typewrite  the name and address,  including zip code,
and social security or other identifying number of that person:


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