<PAGE>

                                                                     Exhibit 4.2

IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS NOTE IS A
GLOBAL SECURITY AND THE FOLLOWING LEGENDS APPLY:


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE 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., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), 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.

THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.

REGISTERED                     CUSIP NO.                  PRINCIPAL AMOUNT
No.FXR-                                                   $


                                COMDISCO, INC.
                          MEDIUM-TERM NOTE, SERIES I
                                 (Fixed Rate)

ORIGINAL ISSUE DATE:           INTEREST RATE:             STATED MATURITY DATE:



INTEREST PAYMENT DATES                                    REGULAR RECORD DATES
(IF OTHER THAN FEBRUARY 15 AND AUGUST 15):                (IF OTHER THAN
                                                          FEBRUARY 1 AND
                                                          AUGUST 1):

INITIAL REDEMPTION             INITIAL REDEMPTION         *ANNUAL REDEMPTION
RATE:                          PERCENTAGE:                PERCENTAGE
                                                          REDUCTION:

OPTIONAL REPAYMENT DATE(S):


*If an Initial Redemption Date is specified above, (i) the Redemption Price will
initially be the Initial Redemption Percentage specified above and will decline
at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction.
<PAGE>

DAY COUNT CONVENTION
[_]  30/360 FOR THE PERIOD FROM            TO
[_]  ACTUAL/360 FOR THE PERIOD FROM        TO
[_]  ACTUAL/ACTUAL FOR THE PERIOD FROM     TO

[_]  IF BOX IS CHECKED, THE SPECIFIED CURRENCY OF THE NOTE IS OTHER THAN U.S.
     DOLLARS AND INFORMATION REGARDING THE SPECIFIED CURRENCY, AUTHORIZED
     DENOMINATIONS AND EXCHANGE RATE AGENT IS PROVIDED IN AN ADDENDUM.

[_]  IF BOX IS CHECKED, THE NOTE IS AN AMORTIZING NOTE AND INFORMATION
     REGARDING AMORTIZING PAYMENT DATES AND AMORTIZING PAYMENT AMOUNTS IS
     PROVIDED IN AN ADDENDUM.

ADDENDUM ATTACHED:                             ORIGINAL ISSUE DISCOUNT ("OID"):
[_]  YES                                       [_] YES
[_]  NO                                        [_]  NO
                                               TOTAL AMOUNT OF OID:
                                               YIELD TO MATURITY:
                                               INITIAL ACCRUAL PERIOD:

OTHER/ADDITIONAL PROVISIONS:

                                      -2-
<PAGE>

     Comdisco, Inc., a Delaware corporation ("Issuer" or the "Company", which
terms include any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ____________________, or
registered assigns, the principal amount stated above, on the Stated Maturity
Date specified above (except to the extent redeemed or repaid by the Company
prior to the Stated Maturity Date), and to pay interest thereon at the Interest
Rate per annum specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum is specified
above.

     The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture, being referred to
hereinafter as the "Maturity Date" with respect to principal payable on such
date); provided, however, that if the Original Issue Date occurs between a
       --------  -------
Regular Record Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" with respect to any
Interest Payment Date shall be the February 1 or August 1 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment
Date. Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for, from and including the
Original Issue Date specified above, to but excluding such Interest Payment Date
or Maturity Date as the case may be. In the case where the Interest Payment Date
or the Maturity Date falls on a day which is not a Business Day, the related
payment of principal, premium, if any and/or interest will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or Maturity Date, as the case may be, and no interest
shall accrue on the amount so payable for the period from and after the Interest
Payment Date or Maturity Date, as the case may be, to the date of such payment
on the next succeeding Business Day. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date. Any such interest which is payable,
but not punctually paid or duly provided for on any Interest Payment Date
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. Interest payable at the Maturity Date will be
payable to the Person to whom the principal hereof shall be payable.

     Notwithstanding anything else contained herein, if this Note is a Global
Security as specified on the face hereof and is held in book-entry form through
the facilities of the Depositary, payments on this Note will be made to the
Depositary or its nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.

     Payment of the principal of, premium, if any, and/or interest on this Note
on a Maturity Date will be made in immediately available funds upon surrender of
this Note at the office of the Trustee maintained for that purpose in The City
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. Payment
of interest other than interest due on a Maturity Date will be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register at the close of Business on the Regular Record
Date immediately preceding the applicable Interest Payment Date or, at the
option of the registered Holder hereof, to such other place in the United States
of America as the registered Holder hereof shall designate to the Trustee in
writing. Notwithstanding the foregoing, the Holder of $10,000,000 or more in
aggregate principal amount of the Notes having the same Interest Payment Date
shall be entitled to receive interest payments (other than on a Maturity Date)
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee at least 15 days prior
to the

                                      -3-
<PAGE>

applicable Interest Payment Date. Said wire instructions, upon receipt by the
Trustee, shall remain in effect until revoked by such Holder.

     This Note is one of a duly authorized series of Securities (hereinafter
called the "Securities") of the Company, which series of the Securities is
limited to an aggregate principal amount of not more than $500,000,000 (or the
equivalent thereof, determined as of the respective dates of issuance, in any
other currency or currencies) (the issue price of any original issue discount
Notes being treated as the principal amount thereof), designated as its Medium-
Term Notes, Series I (the "Notes"); provided, however, that the foregoing limit
may be increased by the Company.

     The Notes are issued and to be issued under an Indenture, dated as of
September 15, 1999 (the "Indenture"), between the Company and SunTrust Bank 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 (as defined below) and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. SunTrust Bank shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes, under the Indenture). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment currency of payment and otherwise.

     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.

     Except as otherwise provided in the Indenture and as set forth below, the
Notes will be issued in global form only, registered in the name of the
Depositary or its nominee and ownership of the Notes shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security and a
successor depositary is not appointed by the Company within 90 days after the
Depositary notifies the Company, (ii) at any time the Depositary ceases to be
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (iii) the Company in its sole discretion determines that this Global
Security shall be exchangeable for definitive Securities of this series in
registered form or (iv) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing.

     This Note is not subject to any sinking fund and, unless otherwise provided
above in accordance with the provisions of the following paragraphs, is not
redeemable or repayable prior to the Stated Maturity Date.

     If so provided above, this Note may be redeemed by the Company on any date
on or after the Initial Redemption Date, if any, specified above. If no Initial
Redemption Date is set forth above, this Note may not be redeemed prior to the
Stated Maturity Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (unless otherwise specified above) at the option of the
Company at the applicable Redemption Price (as defined below), together with
interest thereon payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.

     Unless otherwise specified above, the "Redemption Price" shall initially be
the Initial Redemption Percentage, specified above, of the principal amount of
this Note to be redeemed and, if greater than 100%, shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.

                                      -4-
<PAGE>

     This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note is not subject to repayment at the option
of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date this Note shall be repayable in whole or in part in increments of
$1,000 (unless otherwise specified above) at the option of the Holder hereof at
a repayment price equal to 100% of the principal amount to be repaid, together
with accrued but unpaid interest, if any, hereon at the applicable rate payable
to the relevant Optional Repayment Date. For this Note to be repaid in whole or
in part at the option of the Holder hereof, this Note must be received, with the
form entitled "Option To Elect Repayment" below duly completed, by the Trustee
at SunTrust Bank, 25 Park Place, 24th Floor, Atlanta, Georgia 30305, Attention:
Corporate Trust Office, or such address which the Company shall from time to
time notify the Holders of the Notes, not more than 60 nor less than 20 days
prior to an Optional Repayment Date. 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 for the unrepaid portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.

     Interest Payments on this Note shall include interest accrued from and
including the Original Issue Date, indicated above, or the most recent date to
which interest has been paid or duly provided for, to but excluding the related
Interest Payment Date or the Maturity Date, as the case may be. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year
of twelve 30-day months if the Day Count Convention specified above is "30/360"
for the period specified thereunder, on the basis of the actual number of days
in the related month and a 360-day year if the Day Count Convention specified
above is "Actual/360" for the period specified thereunder or on the basis of the
actual number of days in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder.

     As used herein, "Business Day" means, unless otherwise specified above, 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, with
respect to foreign currency notes, this day is also not a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in the Principal Financial Center of the country issuing the
specified currency (or, if the specified currency is Euro, this day is also a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open); provided, further, that, with respect to
notes as to which LIBOR is an applicable Interest Rate Basis, this day is also a
London Business Day. "London Business Day" means a day on which commercial banks
are open for business (including dealings in the Designated LIBOR Currency) in
London.

     Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its Interest Payment Dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.

     The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders. However, without the consent of each Holder
affected thereby, an amendment or modification may not: (a) change the Maturity
Date or any Interest Payment Date or the redemption price; (b) reduce the
principal amount of, or the interest on, any Note or reduce the amount of
principal of any Original Issue Discount Note which could be declared due and
payable upon a declaration of acceleration prior to the Maturity Date; (c)
change the place, method of calculation of interest or currency of any payment
of principal or interest on any Note (except as otherwise provided in the
Indenture); (d) impair the right to institute suit for the enforcement of any
payment on or with respect to any Note; or (e) reduce the percentage in
principal amount of Notes, the consent of whose Holders is required for any
supplemental indenture or the consent of whose Holders is required to waive any
compliance with certain provisions of, or past default under, the Indenture, or
reduce the requirements for quorum or voting provided by the Indenture. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Notes may, with respect to the Notes, waive past
defaults under the Indenture and waive compliance by the Company with certain
provisions of the Indenture. The Indenture also contains provisions permitting
the Company and the Trustee to effect certain modifications and amendments
without the consent of the Holders to cure ambiguities, correct inconsistencies
and make other changes,

                                      -5-
<PAGE>

provided such modifications and amendments do not adversely affect the interest
of the Holders in any material respect.

     If an Event of Default with respect to Notes should occur and be
continuing, the principal amount of the Notes and interest accrued thereon may,
by written notice to the Company, be declared due and payable by the Trustee or
the Holders of not less than 25% in principal amount of all outstanding Notes.
Such declaration of acceleration may, if all payments due have been made and all
Events of Default have been remedied or waived, be rescinded by the Holders of a
majority in principal amount of all outstanding Notes. Any Event of Default may
be waived by the Holders of a majority in principal amount of all outstanding
Notes, except that default in payment of the principal, premium, or interest on
any Note, or in respect of a covenant under the Indenture which cannot be
modified absent the consent of the Holders of each outstanding Note, cannot be
waived.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless: (i) such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes; (ii) the Holders of not less than 25% in principal amount of the Notes at
the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have received during
such 60-day period from the Holders of a majority in principal amount of the
Notes at the time Outstanding a direction inconsistent with such request; and
(iv) the Trustee shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional to pay the principal of and interest on this Note at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, 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 its
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. No service charge shall be
made for any 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 Person in whose name this Note is registered 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. The Trustee shall not be required to make any transfers, registrations
or exchanges of this Note for a period of fifteen (15) days preceding any
Redemption Date.

     The Trustee has been appointed Registrar for the Notes, and the Company
will cause the Trustee to maintain at its office or agency in the City of New
York a register for the registration and transfer of Notes. So long as this Note
shall be outstanding, the Company will maintain an office or agency for the
payment of the principal and interest on this Note as herein provided in The
City of New York, State of New York, United States of America, and an office or
agency in The City of New York for the registration, transfer and exchange as
aforesaid of the Notes. The Company may designate other agencies for the payment
of said principal and interest at such place or places (subject to applicable
laws and regulations) as the Company may decide. The Company shall keep the
Trustee advised of the names and locations of such agencies, if any are so
designated.

     Any action by the Holder of this Note shall bind all future Holders of this
Note, and of any Note issued in exchange or substitution herefor or in place
hereof, in respect of anything done or permitted by the Company or by the
Trustee in pursuance of such action.

                                      -6-
<PAGE>

     No recourse under or upon any covenant contained in this Note or because of
the creation of the indebtedness represented hereby, shall be had against any
official or other representative, past, present or future, as such, of the
Company whether by virtue of any statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, it being expressly agreed and understood
that this Note is solely the obligation of the Company and that no personal
liability whatever shall attach to or be incurred by any such officials or other
representatives, as such, because of the execution of this Note. Each Holder, by
accepting this Note, waives and releases all such liability. The waiver and
release are part of the consideration for the issue of this Note.

     This Note is unsecured and ranks pari passu with all other unsecured and
                                      ---- -----
unsubordinated indebtedness of the Company.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

     Unless the certificate of authentication hereon has been executed by or on
behalf of SunTrust Bank, the Trustee for this Note under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

     Capitalized terms used herein without definition which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                      -7-
<PAGE>

     IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).

DATED:_____________

                                COMDISCO, INC.


                                By:______________________________________
                                   President and Chief Executive Officer

[SEAL]

Attest:


______________________________
          Secretary

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series described herein and referred
to in the within-mentioned Indenture.


SUNTRUST BANK
AS TRUSTEE


By:___________________________
       Authorized Signatory

                                      -8-
<PAGE>

                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof, together with interest to the
repayment date, to the undersigned, at

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

     For this Note to be repaid, the Trustee must receive at SunTrust Bank, 25
Park Place, 24th Floor, Atlanta, Georgia 30303-2900, Attention: Corporate Trust
Division, or at such other place or places of which the Company shall from time
to time notify the Holder of this Note, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 unless otherwise
specified in the Note) which the Holder elects to have repaid and specify the
authorized denomination or denominations of the Notes to be issued to the Holder
for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):



$______________________________   ______________________________________________

                                  NOTICE: The signature on this Option to Elect
                                  Repayment must correspond with the name as
                                  written upon the face of this Note in every
                                  particular, without alteration or enlargement
                                  or any change whatever.


Date: ______________

                                      -9-
<PAGE>

                           ASSIGNMENT/TRANSFER FORM

     FOR VALUE RECEIVED the undersigned registered Holder 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)

________________________________________________________________________________
________________________________________ the within Note and all rights
thereunder, hereby irrevocably constituting and appointing ___________________
_________________________________________ attorney to transfer said Note on
the books of the Company, with full power of substitution in the premises.


Date___________________         Signature_______________________________________

                                NOTICE: The signature on this Assignment must
                                correspond with the name as written upon the
                                face of this Note in every particular, without
                                alteration or enlargement or any change
                                whatever.

                                      -10-
<PAGE>

                                 ABBREVIATIONS

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

          TEN COM--as tenants in common

          UNIF GIFT MIN ACT--__________________ Custodian_____________________
                                (Cust)                      (Minor)

                       Under Uniform Gifts to Minors Act

                       _________________________________
                                    (State)

          TEN ENT--as tenants by the entireties
          JT  TEN--as joint tenants with right of survivorship
                  and not as tenants in common

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

                                      -11-