EXHIBIT 4.15


No. A-1                                Principal Amount $175,000,000, as revised
                            by the Schedule of Increases and Decreases in Global
                                                        Security attached hereto


                                                             CUSIP NO. 639579AF8
                                                              ISIN: US639579AF82

                    8-5/8% Senior Subordinated Notes due 2012

               Nebraska Book Company, Inc., a Kansas corporation, promises to
pay to CEDE & CO.,  or  registered  assigns,  the  principal  sum of One Hundred
Seventy  Five  Million  Dollars,  as revised by the  Schedule of  Increases  and
Decreases in Global Security attached hereto, on March 15, 2012.

               Interest Payment Dates: March 15 and September 15.

               Record Dates: March 1 and September 1.

               Additional provisions of this Security are set forth on the other
side of this Security.

                                            NEBRASKA BOOK COMPANY, INC.


                                            By:
                                               ---------------------------------


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

BNY MIDWEST TRUST COMPANY,

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

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



<PAGE>


                              (Reverse of Security)

                    8-5/8% Senior Subordinated Note due 2012

1.   Interest

               Nebraska Book Company, Inc., a Kansas corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above.

               The Company will pay interest in cash semiannually in arrears on
March 15 and September 15 of each year commencing September 15, 2004. Interest
on the Securities will accrue from the most recent date to which interest has
been paid on the Securities or, if no interest has been paid, from March 4,
2004. The Company shall pay interest on overdue principal or premium, if any
(plus interest on such interest to the extent lawful), at the rate borne by the
Securities to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.   Method of Payment

               By at least 10:00 a.m. (New York City time) on the date on which
any principal of or interest on any Security is due and payable, the Company
shall irrevocably deposit with the Trustee or the Paying Agent money sufficient
to pay such principal, premium, if any, and/or interest. The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Securities at the close of business on the March 1 or September 1 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities represented by a Global
Security (including principal, premium, if any, and interest) will be made by
the transfer of immediately available funds to the accounts specified by The
Depository Trust Company or any successor depository. The Company will make all
payments in respect of a Definitive Security (including principal, premium, if
any, and interest) by mailing a check to the registered address of each Holder
thereof; PROVIDED, HOWEVER, that payments on the Securities may also be made, in
the case of a Holder of at least $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.   Paying Agent and Registrar

               Initially, BNY Midwest Trust Company, an Illinois trust company
(the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice to any Securityholder. The Company or any of its domestically
incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.
<PAGE>

4.   Indenture

               The Company issued the Securities under an Indenture dated as of
March 4, 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. ss. 77aaa-77bbbb) as in effect on the
date of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

               The Securities are general unsecured senior subordinated
obligations of the Company. This is one of the Exchange Securities referred to
in the Indenture. The Securities include the Initial Securities issued on the
Issue Date, any Additional Securities issued in accordance with Section 2.16 of
the Indenture and the Exchange Securities. The Initial Securities, Additional
Securities and the Exchange Securities are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on,
among other things: the Incurrence of Indebtedness by the Company and its
Restricted Subsidiaries, the payment of dividends and other distributions on the
Capital Stock of the Company and its Restricted Subsidiaries, the purchase or
redemption of Capital Stock of the Company and Capital Stock of such Restricted
Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the
Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or
transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or
sale of Capital Stock of Restricted Subsidiaries, the business activities and
investments of the Company and its Restricted Subsidiaries, and transactions
with Affiliates. In addition, the Indenture limits the ability of the Company
and its Restricted Subsidiaries to restrict distributions and dividends from
Restricted Subsidiaries.

               To guarantee the due and punctual payment of the principal,
premium, if any, and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future Subsidiary Guarantors, together with the
Subsidiary Guarantors, will unconditionally guarantee), jointly and severally,
such obligations on a senior subordinated basis pursuant to the terms of the
Indenture.

5.   Optional Redemption

               Except as set forth below, the Securities will not be redeemable
at the option of the Company prior to March 15, 2008. On and after such date,
the Securities will be redeemable, at the Company's option, in whole or in part,
at any time upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date):
<PAGE>

               If redeemed during the 12-month period commencing on March 15 of
the years set forth below:

PERIOD                                                  REDEMPTION PRICE
------                                                  ----------------
2008                                                         104.313%
2009                                                         102.156%
2010 and thereafter                                          100.000%

               In addition, at any time and from time to time prior to March 15,
2007, the Company may redeem in the aggregate up to 40% of the original
principal amount of the Securities with the net proceeds of one or more Equity
Offerings at a redemption price (expressed as a percentage of principal amount)
of 108.625% plus accrued and unpaid interest, if any, to the redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); PROVIDED, HOWEVER,
that at least 60% of the original principal amount of the Securities must remain
outstanding after each such redemption and the redemption occurs within 90 days
after the closing of such Equity Offering.

               If the optional redemption date is on or after an interest record
date and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Security is
registered at the close of business, on such record date, and no additional
interest will be payable to holders whose Securities will be subject to
redemption by the Company.

               In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed, or if the Securities are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Securities of $1,000 in
original principal amount or less will be redeemed in part. If any Security is
to be redeemed in part only, the notice of redemption relating to such Security
shall state the portion of the principal amount thereof to be redeemed. A new
Security in principal amount equal to the unredeemed portion thereof will be
issued in the name of the holder thereof upon cancellation of the original
Security.

6.   Repurchase Provisions

               (a) Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) as provided in, and
subject to the terms of, the Indenture.
<PAGE>

               (b) If the Company or a Restricted Subsidiary consummates an
Asset Disposition permitted by the Indenture, when the aggregate amount of Offer
Proceeds equals or exceeds $5.0 million, the Company shall make an Offer for all
outstanding Securities pro rata up to a maximum principal amount (expressed as a
multiple of $1,000) of Securities equal to such Offer Proceeds, at a purchase
price in cash equal to 100% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of purchase in accordance with the
procedures set forth in Section 3.7 of the Indenture.

7.   Subordination

               The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give them
effect and appoints the Trustee as attorney-in-fact for such purpose. The
Securities will in all respects rank PARI PASSU with all other Senior
Subordinated Indebtedness.

8.   Denominations; Transfer; Exchange

               The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange (i) any Securities selected for redemption (except,
in the case of a Security to be redeemed in part, the portion of the Security
not to be redeemed) or for a period beginning 15 days before a selection of
Securities to be redeemed and ending on the date of selection or (ii) any
Securities for a period beginning 15 days before an interest payment date and
ending on such interest payment date.

9.   Persons Deemed Owners

               The registered holder of this Security will be treated as the
owner of it for all purposes.

10.  Unclaimed Money

               If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

11.  Defeasance

               Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.
<PAGE>

12.  Amendment, Waiver

               Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Securities and (ii) any default (other than with respect to nonpayment or in
respect of a provision that cannot be amended without the written consent of
each Securityholder affected) or noncompliance with any provision may be waived
with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company and the Subsidiary
Guarantors, or to comply with any request of the SEC in connection with
qualifying the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Securityholder, or to provide for the
issuance of Exchange Securities.

13.  Defaults and Remedies

               Under the Indenture, Events of Default include (i) default for 30
days in payment of interest when due on the Securities; (ii) default in payment
of principal or premium, if any, on the Securities at maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise; (iii) the
failure by the Company to comply with its obligations under Article IV or
Section 11.2 of the Indenture, (iv) failure by the Company or any Subsidiary
Guarantor to comply for 30 days after notice with any of its obligations under
the covenants described under Section 3.9 of the Indenture or under other
covenants specified in the Indenture (in each case, other than a failure to
purchase Securities which shall constitute an Event of Default under clause (ii)
above and other than a failure to comply with Section 3.9 which is covered by
clause (iii) above), (v) the failure by the Company to comply for 60 days after
notice with its other agreements contained in the Indenture, (vi) Indebtedness
of the Company or any Restricted Subsidiary not paid within any applicable grace
period after final maturity or is accelerated by the holders thereof because of
a default and the total amount of such Indebtedness unpaid or accelerated
exceeds $15.0 million (the "cross acceleration provision"), (vii) certain events
of bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary (the "bankruptcy provisions"), (viii) any judgment or decree for the
payment of money in excess of $15.0 million is rendered against the Company or a
Significant Subsidiary and such judgment or decree shall remain undischarged or
unstayed for a period of 60 days after such judgment becomes final and
non-appealable (the "judgment default provision") or (ix) any Subsidiary
Guarantee ceases to be in full force and effect (except as contemplated by the
terms of the Indenture) or is declared null and void in a judicial proceeding or
any Subsidiary Guarantor denies or disaffirms its obligations under the
Indenture or its Subsidiary Guarantee. However, a default under clauses (iv) and
(v) will not constitute an Event of Default until the Trustee or the holders of
more than 25% in principal amount of the outstanding Securities notify the
Company of the default and the Company does not cure such default within the
time specified in clauses (iv) and (v) hereof after receipt of such notice.
<PAGE>

               If an Event of Default occurs and is continuing (other than an
Event of Default described in clause (vii) above), the Trustee or the Holders of
at least 25% in principal amount of the outstanding Securities may declare all
the Securities to be due and payable immediately. Certain events of bankruptcy
or insolvency are Events of Default which will result in the Securities being
due and payable immediately upon the occurrence of such Events of Default.

               Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

14.  Trustee Dealings with the Company

               Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.

15.  No Recourse Against Others

               An incorporator, director, officer, employee, stockholder or
controlling person, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

16.  Authentication

               This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

17.  Abbreviations

               Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to
Minors Act).
<PAGE>

18.  CUSIP Numbers

               Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

19.  Governing Law

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

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

                             Nebraska Book Company, Inc.
                             4700 South 19th Street
                             Lincoln, NE 68501

                             Attention of: Chief Financial Officer



<PAGE>


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

                         ------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

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


--------------------------------------------------------------------------------

Date:                Your Signature
       -------------                  ------------------------------------------

Signature Guarantee:
                       ---------------------------------------------------------
                         (Signature must be guaranteed)


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.



<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:

                                                                    Signature of
           Amount of         Amount of         Principal Amount     authorized
Date of    decrease in       increase in       of this Global       signatory of
increase/  Principal Amount  Principal Amount  Security following   Trustee or
decrease   of this Global    of this Global    such decrease or     Securities
           Security          Security          increase             Custodian

---------  ----------------  ----------------  ------------------   ------------



<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

               If you want to elect to have this Security purchased by the
Company pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

                      [ ]    [ ]
                      3.7    3.9

               If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount
in principal amount (must be integral multiple of $1,000): $

Date:                Your Signature
       -------------                 -------------------------------------------
                     (Sign exactly as your name appears on the other side of the
                      Security)


Signature Guarantee:
                       ---------------------------------------------------------
                       (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.