<PAGE>

EXHIBIT 10.4

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER TIM SECURITIES
ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED
HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT.

                               SIONIX CORPORATION

                           CONVERTIBLE PROMISSORY NOTE

$__________________                                                 June 6, 2007

         SIONIX CORPORATION (THE "COMPANY" ), a Nevada corporation, for value
received, having a place of business promises to pay _______________________ or
its assign (_________________________ or its assign is hereinafter referred to
as the "HOLDER") the principal sum of ____________ Dollars ($______) (the
"PRINCIPAL AMOUNT"), plus simple interest thereon at the rate of ten percent
(10.00% ) per annum (the "BASE RATE"), and such interest to be payable the
Maturity Date (as hereinafter defined) or upon the earlier acceleration of this
Note as provided herein, provided that, upon an Event of Default (as defined
below), the interest rate shall increase to the lower of twelve percent (12%)
per annum or the maximum amount allowed by law to be charged for interest
hereunder (the "DEFAULT RATE"), and continuing up through the date on which such
Event of Default is cured to Holder's satisfaction, after which the interest
rate shall return to the Base Rate.

         This Note will automatically mature and the entire outstanding
Principal Amount, together with all unpaid and accrued interest, shall become
due and payable upon the earlier of (i) the occurrence of an Event of Default or
(ii) the Maturity Date, unless, prior to such time, this Note shall have been
converted into shares of the Company's capital stock pursuant to SECTION 1
hereof As used herein, "MATURITY DATE" means such date, which shall be a
Business Day (as hereinafter defined) that is not sooner than December 31, 2008,
as the Holder may specify in written notice delivered to the Company not less
than thirty (30) days prior to such specified date, and "BUSINESS DAY" means any
day other than a Saturday, Sunday or other day on which banking institutions are
authorized or required to be closed in New York, New York. The Company may not
prepay this Note or any portion hereof (including, without limitation, any
accrued but unpaid interest) except with the prior written consent of the
Holder.

         Payments of both the Principal Amount and interest are to be made to
the Holder in lawful money of the United Sates of America at the address of the
Holder set forth in SECTION 7(D) below or at such other place in the United
States as the Holder shall designate to the Company in writing. Interest on this
Note shall be computed on the basis of a 360-day year consisting of twelve
30-day months.

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

<PAGE>

         1. CONVERSION.

                  (a) OPTIONAL CONVERSION. At any time prior to the payment of
this Note in full, the outstanding Principal Amount and accrued and unpaid
interest of this Note may be converted in whole or in part, at the option of the
Holder, into (i) shares of common stock of the Company ("COMMON STOCK") at a
conversion price of one cent ($0.01) per share (the "CONVERSION PRICE") or (ii)
shares of any equity security issued by the Company at a conversion price equal
to the price at which such security is sold to any other party provided;
PROVIDED, HOWEVER, that the Conversion Price shall be adjusted in accordance
with SECTIONS 1(B), (C), (D) and (e) hereof, and the Company shall deliver
notice of such adjustment to the Holder in accordance with SECTION 1(F) hereof.
Notwithstanding anything contained herein to the contrary, the Holder's right to
convert this Note, or any portion or portions hereof, shall be subject to such
conditions as are set forth in EXHIBIT B attached hereto and made a part hereof.

                  (b) ADJUSTMENTS TO CONVERSION PRICE. In the event the Company
shall at any time while this Note or any portion hereof remains outstanding
issue Additional Shares of Common Stock (as hereinafter defined), without
consideration or for a consideration per share less than the Conversion Price in
effect immediately prior to such issue ("DILUTIVE ISSUANCE"), then the
Conversion Price shall be adjusted to the lowest issuance of each Dilutive
Issuance, PROVIDED THAT if such issuance or deemed issuance was without
consideration, then the Company shall be deemed to have received an aggregate of
one tenth of one cent ($0.001) of consideration for all such Additional. Shares
of Common Stock issued or deemed to be issued. For purposes of the foregoing
paragraph, "ADDITIONAL SHARES OF COMMON STOCK" shall mean any issuances of
equity securities (or securities convertible into equity securities) of the
Company, other than the following:

                           (i) shares of Common. Stock issued or issuable by
reason of a dividend, stock split, split-up or other distribution of shares of
Common Stock as described in Section 1(c), (ea or (e) hereof;

                           (ii) up to 14,229,200 shares of Common Stock actually
issued upon the exercise of stock options;

                           (iii) up to an additional 13,981,770 shares of Common
Stock (for a total of 28,210,970, including the stock option grants set forth in
(ii) above) actually issued upon the exercise, exchange or conversion of
options, warrants, convertible and other securities outstanding as of the date
hereof and as set forth on Exhibit A attached hereto and made a part hereof, in
each case provided such issuance is pursuant to the terms of such option or
convertible security;

                           (iv) shares of the Company's Common Stock issued in
connection with a financing with a commercial bank or other lending institution
as approved by the Board of Directors of the Company;

                           (v) shares of Common Stock of the Company issued
pursuant to a merger or consolidation with another party so long as the Company
is the surviving entity, and provided that such merger or acquisition does not
result in the transfer of fifty percent (50%) or more of the outstanding
securities of the Company; or


                                      -2-
<PAGE>

                           (vi) shares of Common Stock issued in connection with
a transaction where the Holder has indicated in writing that such transaction
should be exempt from the anti-dilution adjustment provisions hereof.

             (c) ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company,
at any time while this Note or any portion hereof remains outstanding, shall
split, subdivide or combine the outstanding shares of Common Stock into a
different number of shares of Common Stock, then (i) in the case of a split or
subdivision, the Conversion Price for such securities shall be proportionately
decreased and the shares of Common Stock issuable upon conversion of this Note
shall be proportionately increased, and (u) in the case of a combination, the
Conversion Price shall be proportionately increased and the securities issuable
upon conversion of this Note shall be proportionately decreased.

             (d) ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR
PROPERTY. If, while this Note or any portion hereof remains outstanding and
unexpired, the holders of Common Stock, as applicable, shall have received or,
on or after the record date fixed for the determination of eligible
stockholders, shall have become entitled to receive, without payment therefor,
additional shares of Common Stock, as applicable, by way of dividend, then and
in each case this Note shall represent the right to convert, in addition to the
number of shares of the security receivable upon exercise of this Note, and
without payment of any additional consideration therefor, the amount of such
additional shares of Common Stock, as applicable, that such holder would hold on
the date of such conversion had it been the holder of record of that number of
shares of Common Stock, as applicable, receivable upon exercise of this Note on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
SECTION 1.

             (e) RECLASSIFICATION, ETC. If the Company, at any time while this
Note or any portion hereof remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the securities
as to which conversion rights under this Note exist into the same or a different
number of securities of any other class or classes, this Note shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Note immediately prior to such
reclassification or other change and the Conversion Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in this
SECTION 1.

             (f) NOTICES. Whenever the Conversion Price or number of shares
purchasable hereunder shall be adjusted pursuant to SUBSECTION 1(B). (C), (D) or
(E) hereof, the Company shall promptly issue a certificate to the Holder, signed
by the Chief Financial Officer of the Company, setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which the adjustment was calculated and the Conversion Price and
number of shares issuable hereunder after giving effect to such adjustment.


                                      -3-
<PAGE>

         2. MECHANICS OF CONVERSION.

                  (a) FRACTIONAL SHARES. No fractional shares of Common Stock
shall be issued upon conversion of this Note. In lieu of any fractional shares
to which the Holder would otherwise be entitled, the Company shall pay cash
equal to such fraction multiplied by the Conversion Price.

                  (b) STOCK CERTIFICATES. The Company shall, as soon as
practicable thereafter, issue and deliver to the Holder, or to its nominee or
nominees, a certificate or certificates for the number of shares of Common Stock
to which it shall be entitled as aforesaid. Such conversion shall be deemed to
have been made, as applicable, immediately prior to the close of business on the
date of the closing of the transaction which causes the automatic conversion set
forth above in Section 1. The person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holders of such shares of Common Stock on such date.

         3. DEFAULT AND REMEDIES.

                  (a) EVENT OF DEFAULT. An "EVENT OF DEFAULT" shall exist under
this Note upon the happening of any of the following events or conditions,
without demand or notice from the Holder:

                           (i) failure to make any payments required hereunder
within three (3) business days of (A) such payment becoming due or (B) following
notice given in accordance with the terms of this Note;

                           (ii) failure to observe or perform any of the
agreements, warranties, representations or covenants in this Note, which failure
results in a material adverse effect upon the Company and is not cured within
thirty (30) days after the receipt of written notice thereof by the Holder;

                           (iii) any petition in bankruptcy being filed by or
against the Company or any proceedings in bankruptcy, insolvency or under any
other laws relating to the relief of debtors being commenced for the relief or
readjustment of any indebtedness of the Company, either through reorganization,
composition, extension or otherwise, and which, in the case of any involuntary
proceedings, shall be acquiesced to by the Company or shall continue for a
period of ninety (90) days undismissed, undischarged or unbonded;

                           (iv) the making by the Company of an assignment for
the benefit of creditors, which assignment results in a material adverse effect
upon the Company and is not cured within thirty (30) days after the receipt of
written notice thereof by the Holder;

                           (v) the appointment of a receiver of any property of
the Company which shall not be vacated or removed within ninety (90) days after
appointment; or

                           (vi) upon the date thirty (30) days following the
occurrence of any event of default under the terms of any of the Company's
indebtedness or the acceleration of any indebtedness of the Company, which
occurrence or acceleration results in a material adverse effect upon the
Company.


                                      -4-
<PAGE>

                  (b) REMEDIES. Upon the occurrence of an Event of Default under
SECTION 3(A) hereof, at the option and upon the declaration of the. Holder, the
entire unpaid Principal Amount and accrued and unpaid interest on this Note
shall, without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived, be forthwith due and payable, and the Holder may
immediately and without expiration of any period of grace, enforce payment of
all amounts due and owing under this Note and exercise any and all other
remedies granted to it at law, in equity or otherwise.

         4. CHARGES, TAXES AND EXPENSES. Issuance of a certificate for shares of
Common Stock upon the conversion of this Note shall be made without charge to
the Holder for any issue or transfer tax or other incidental expense in respect
of the issuance of such certificate, all of which taxes and expenses shall be
paid by the Company, and such certificate shall be issued in the name of the
Holder, or such certificates shall be issued in such name or names as may be
directed by the Holder, PROVIDED, HOWEVER, that in the event certificates for
shares of Common Stock (or replacement Notes) are to be issued in a name other
than the name of the Holder, this Note when surrendered for exercise or transfer
shall be accompanied by the Assignment Form attached hereto duly executed by the
Holder, and provided further. that upon any transfer involved in the issuance or
delivery of any certificates for shares of Common Stock or replacement the Note,
the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. Any transfer shall be
subject to (i) the transferee's agreement in writing to be subject to the
applicable terms of this Note and (ii) compliance with all applicable state and
federal securities laws (including the delivery of investment representation
letters, legal opinions and market stand-off agreements reasonably satisfactory
to the Company, if such are requested by the Company). The Holder agrees that
the Holder shall execute such documents, and perform such acts, which are
reasonably required to assure that the conversion hereof is consummated in
compliance with all applicable laws.

         5. NO RIGHTS AS STOCKHOLDER. This Note does not entitle the Holder to
any voting rights or other rights as a stockholder of the Company prior to the
conversion hereof.

         6. LOSS, THEFT OR DESTRUCTION OF NOTE. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft or destruction of this
Note and of indemnity or security reasonably satisfactory to it, the Company
will make and deliver a new Note, which shall carry the same rights to interest
(unpaid and to accrue) carried by this Note, stating that such Note is issued in
replacement of this. Note, making reference to the original date of issuance of
this Note (and any successors hereto) and dated as of such cancellation.

         7. MISCELLANEOUS.

                  (a) ISSUE DATE; GOVERNING LAW. The provisions of this Note
shall be construed and shall be given effect in all respect as if it had been
issued and delivered by the Company on the earlier of the date hereof or the
date of issuance of any Note for which this Note is issued in replacement. This
Note shall be binding upon any successors or assigns of the Company. This Note
shall constitute a contract under the laws of the State of New York and for all
purposes shall be construed in accordance with and governed by the laws of said
state.


                                      -5-
<PAGE>

                  (b) RESTRICTIONS. The Holder acknowledges that the shares of
capital stock acquired upon the conversion of this Note will be subject to
restrictions upon resale imposed by state and federal securities laws.

                  (c) ASSIGNMENT. 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 the Holder to any person or entity without the
prior written consent of the Company, except (assuming compliance with
applicable state and federal securities laws) in connection with an assignment
in whole to an affiliate of the Holder or to a successor corporation to the
Holder resulting from a merger or consolidation of the Holder with or into
another corporation or the sale of all or substantially all of the Holder's
properties and assets. Effective upon any such assignment, the person or entity
to whom such rights, interests and obligations were assigned shall have and
exercise all of the Holder's rights, interest and obligations hereunder as if
such person or entity were the original Holder of this Note.

                  (d) NOTICES. Any notice, request or other communication
required or permitted hereunder shall be given upon personal delivery or upon
the seventh day following mailing by registered airmail (or certified first
class mail if both the addresser and addressee are located in the United
States), postage prepaid and addressed to the parties as follows:

             To the Company:        SIONIX Corporation
                                    Airport Tower Plaza
                                    2082 Michelson Drive Suite 304
                                    Irvine, CA 92612
                                    Attn: James J. Houtz, President and CEO/COO

             To the Holder:         At the address of the. Holder set forth
                                    above or at such other address of which the
                                    Holder has given the Company written notice

         or to such other single place as any single addressee shall designate
         by written notice to the other addressee.

                  (e) CHOICE OF VENUE; WAIVER OF RIGHT TO JURY TRIAL.

                           (i) THIS NOTE E AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE DEEMED MADE, EXECUTED, PERFORMED AND CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, IN EACH CASE WHICH ARE LOCATED N THE COUNTY OF NEW YORK, AND, BY EXECUTION
AND DELIVERY OF THIS NOTE, EACH PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY FURTHER IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH
PARTY, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING


                                      -6-
<PAGE>

WITH RESPECT TO MIS NOTE BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH
COURT LACKS PERSONAL JURISDICTION OVER SUCH PARTY: EACH PARTY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED. OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH PARTY AT ITS ADDRESS
FOR NOTICES .AS PROVIDED HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS. AFTER
SUCH MAILING. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE
OF PROCESS. AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SUCH SERVICE OF PROCESS .WAS
IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
PARTY UNDER THIS NOTE TO. SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY .LAW OR
TO COMMENCE LEGAL. PROCEEDINGS OR OTHERWISE PROCEED AGAINST. ANY PARTY IN ANY'
OTHER JURISDICTION;

                           (ii) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
NOTE BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (i) ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR. CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                           (iii) EACH OF THE PARTIES TO THIS NOTE HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISLNG OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CON I
EMPLATED HEREBY.

               (f) ENFORCEMENT. The Company shall pay all reasonable fees and
expenses incurred by the Holder in the enforcement in any of the Company's
obligations hereunder not performed when due. In the event of a dispute with
regard to the interpretation of this Note, the prevailing party shall be
entitled to collect the cost of attorney's fees, litigation expenses or such
other expenses as may be incurred in the enforcement of the prevailing party's
rights hereunder.

               (g) AMENDMENT OR WAIVER. This Note may only be amended with the
prior written consent of the Holder and the Company.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -7-
<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this Convertible Promissory Note
to be executed by its officer thereunto duly authorized.

                               COMPANY:

                               SIONIX CORPORATION

                               By /S/ JAMES J. HOUTZ
                                  -------------------------
                               Name: James J. Houtz
                               Title: President and CEO/COO


                                      -8-
<PAGE>

                                                                       EXHIBIT A

                         EXCLUDED SHARES OF COMMON STOCK
                         -------------------------------

SIONIX CORPORATION
Shares Issued & To Be Issued

ISSUED & OUTSTANDING PER BOOKS                                     103,505,622

2001 Employee Stock Option Plan -                                    7,885,572
         SEC Form S-8 Dated 7/3/02

2006  Employee. Stock Option Plan - Est.
         James J. Houtz   (308,550/Qtr. X 20)     6,171,000
         Joan C. Houtz - (13,997/Qtr. X4)            55,988
         Robert E. McCray (29,160/Qtr. X4)          116,640          6,343,628
                                                ------------
                                                                     7,349,204
         Stock Bonus Shares Returned
         Purchase of R. J. Metals                                    2,769,230
         Advisory. Board Compensation                                2,400,000
         Shares for Cash/Option - Unissued

         Total Shares to Be Issued                                   1,463 336
         Total Shares Issued & To Be Issued


         ISSUED & OUTSTANDING PER REGISTRAR                         28,210,970
                                                                  -------------
                                                                   131,716,592
                                                                  -------------
                                                                   102,524,186
         Add: Shares for Cash - Unissued                              1,463,336
                                                                  -------------
                                                                    103,987,522
         Sub-Total
         Less: Cert. #1567 - J. Moorehead - Held                       -481,900
                                                                  -------------
         Total Issued & Outstanding Shares                           103,505.622
                                                                  -------------

And such additional shares as may be issued or issuable upon the exercise of any
Secured Convertible Promissory Notes issued pursuant to that certain. Secured
Convertible Note Purchase Agreement, dated as of October 18, 2006, by and among
the Company and certain purchasers identified therein.


                                      -9-
<PAGE>

                                                                       EXHIBIT B

                   CONDITION TO EXERCISE OF CONVERSION RIGHTS
                   ------------------------------------------

Notwithstanding anything: in this Note to the contrary, the. Holder shall be
entitled to exercise the conversion rights under this Note subject to the
following conditions:

         1 . This Note may be exercised with respect to twenty-six thousand
         dollars ($26,000.00) of the original principal amount of this Note
         (plus the amount of accrued and unpaid interest on such twenty-six
         thousand dollars ($26,000.00) of the original principal amount of this
         Note) only upon and following the date as which the gross proceeds
         received by the Company after June 6, 2007 from or with respect to any
         financing or financings (in any form, whether equity or debt, including
         any financing(s) provided by any bank or other institutional lender)
         shall aggregate at least three million dollars ($3,000,000.00); and

         2. This Note may be exercised with respect to an additional twenty-six,
         thousand dollars ($26,000.00) of the original principal amount of this
         Note (plus the amount of accrued and unpaid interest on such additional
         twenty-six thousand dollars ($26,000.00) of the original principal
         amount of this Note) only upon and following the date as which the
         gross proceeds received by the Company after June 6, 2007 from or with
         respect to any financing or financings (in any form, whether equity or
         debt, including any financing(s) provided by any bank or other
         institutional lender) shall aggregate at least five million dollars
         ($5,000,000,00).


                                      -10-
<PAGE>

                              NOTICE OF CONVERSION

         (To convert the foregoing Note, execute this faun and supply required
information.)

To:      SIONIX CORPORATION

(1) The undersigned hereby elects to convert the attached Convertible Promissory
Note (the "Note") into:

         _______           ______________ shares of Common Stock of SIONIX
                           CORPORATION pursuant to Section 1(a) and the other
                           applicable terms of the attached Note at a Conversion
                           Price of $ per share (originally $0.01); or

         _______           _______________ shares of SIONIX CORPORATION pursuant
                           to Section 1(a) and the other applicable terms of
                           such Note at a Conversion Price of $______ per share.

     (2) In converting this Note, the undersigned hereby confirms and
acknowledges that the securities being issued hereby are being acquired solely
for the account of the undersigned and not as a nominee for any other party, or
for investment, and that the undersigned will not offer, sell or otherwise
dispose of any such securities, except under circumstances that will not result
in a violation of the Securities Act of 1933, as amended, or any applicable
state securities laws.

     (3) Please issue a certificate or certificates representing said securities
in the name of the undersigned:
                                     ___________________________________________
                                     (Name)

(4) Capitalized terms used herein shall have the meanings ascribed to them in
the Note.


____________                         ___________________________________________
   (Date)                            (Signature)


                                     ___________________________________________
                                     (Print Name)


                                      -11-
<PAGE>

                                 ASSIGNMENT FORM

                 (To be signed only upon assignment of the Note)


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the assignee named below all of the rights of the undersigned represented
by the attached Note with respect to the amount of principal covered by such
Note set forth below:

________________________________________________________________________________
         (Name and Address of Assignee Must be Printed or Typewritten)

___________________  ________________________________  _________________________
Social Security No.                Address        Principal Amount or Tax ID No.

and does hereby irrevocably constitute and appoint _________________ Attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.

Dated:

__________________________________
 Signature of Registered Holder


Note: The signature on this assignment must correspond with the name of the
Holder as it appears upon the fate of the. Note in every particular, without
alteration or enlargement or any change whatever.


                                      -12-
<PAGE>