EXHIBIT 4.1



                                  FORM OF NOTE

# ____________


                           AMERICAN UNITED GLOBAL, INC
                    7.5% CONVERTIBLE SECURED PROMISSORY NOTE
                              DUE ___________, 2007


$______________                                             ________, 2002


     FOR VALUE  RECEIVED,  the  undersigned,  AMERICAN  UNITED  GLOBAL,  INC., a
Delaware  corporation  with  an  office  at  11108  NE  106th  Place,  Kirkland,
Washington, 98033 ("AUGI"), promises to pay to _________________________ with an
address at_____________________________  ("Holder"), on ___________, 2007 except
as otherwise  provided  herein (the "Maturity  Date"),  the principal  amount of
($____________  ) Dollars in lawful  money of the United  States of America  the
"Principal") together with all accrued interest.

     Each Note has been issued as part of a rights  offering (the  "Offering")by
AUGI to its  shareholders  who hold at least 100 shares of AUGI common  stock on
________, 2002 (the "Record Date"). Pursuant to the Offering every 100 shares of
AUGI  common  stock  entitled  the  shareholder  thereof to receive one right to
purchase a Unit in the principal amount of $666. This Note is one of a series of
notes  (collectively  the  "Notes"),  all with the same terms and  conditions as
those set forth herein, which may be issued by AUGI pursuant to the Offering for
up to the aggregate principal amount of Three Million Dollars  ($3,000,000).  To
participate in the Offering  shareholders  were require to exercise their rights
during a period of fifteen (15) days from __________,  2002 and to 5:00 p.m. New
York time, on ________, 2002.

     The Note is convertible into AUGI's common stock, par value $0.01 per share
(the "Common  Stock"),  all as set forth below.  The Note bears simple  interest
("Interest") at the annual rate of seven and one-half  percent  (7.5%),  payable
quarterly, in cash, or at AUGI's option in common stock, until the Principal and
all accrued Interest thereon  (collectively the "Obligations")  shall be paid in
full.

1.       Interest.
         --------

     AUGI will pay Interest on the first day of each  January,  April,  July and
October (the "Interest Payment Dates") commencing on __________,  200_. Interest
on the Note will accrue from the most  recent  date to which  interest  has been
paid or, if no  interest  has been paid,  from the date of delivery of the Note.
Interest  will be  computed  on the  basis of a  360-day  year of  twelve 30 day
months.


2.       Method of Payment.
         -----------------

     AUGI  will pay the  Principal  due  under  the Note in money of the  United
States that at the time of payment is legal tender for the payment of public and
private  debts.  AUGI may,  however,  pay  Principal  and Interest by its check,
subject to collection, payable in such money.

     In the  event  that AUGI  pays the  Interest  due under the Notes in common
stock,  the price at which the  repayment  will be the  greater  of $0.50 or the
ten-day  average closing price of the common stock, as reported on the OTCBB (or
other exchange),  prior to the date of payment. Interest on the Note will accrue
from the date of delivery of the Note.  Holder must  surrender this Note to AUGI
to collect Principal payments.

3.       Conversion.
         ----------

     (a) Holder's  right to Convert.  Holder  shall have the right,  at any time
commencing  on July 31,  2003 until the close of business  on the  business  day
preceding the day the  Obligations  are paid in full, if not earlier  prepaid by
AUGI, to cause the  conversion of all or any portion of the Principal and unpaid
Interest,  if any,  outstanding  at the time such  conversion  is effected  (the
"Convertible   Obligations")  into  shares  of  Common  Stock  (the  "Conversion
Shares"). The price for conversion, subject to adjustment as provided in SECTION
4 below,  shall be fifty cents per share,  so that every dollar of Principal and
Interest,  if any,  due  under  the Note,  at the time of  conversion,  shall be
convertible into two (2) shares of Common Stock.

     (b) Manner of  Conversion.  Holder may  exercise  his  conversion  right by
giving  notice  thereof  to AUGI  setting  forth the  amount of the  Convertible
Obligations to be converted. Within 15 days after the giving of such notice AUGI
shall  issue  the  number  of  Conversion  Shares  into  which  the  Convertible
Obligations  are to be converted in  accordance  with the  conversion  price and
deliver to Holder a certificate  or  certificates  therefore,  registered in his
name, representing such Shares against delivery to AUGI of this Note marked paid
in full. If only a portion of the Convertible  Obligations  then  outstanding is
converted,   AUGI  shall   deliver  to  Holder,   together  with  the  aforesaid
certificate(s),  a new promissory note, in form and substance  identical to this
Note,  except that the principal  amount thereof shall equal that portion of the
Obligations then outstanding which has not been converted.

                                        1
<PAGE>

     (c) Taxes on Shares Issued.  The issue of stock certificates on conversions
of this Note  shall be made  without  charge to Holder for any tax in respect of
such  issue.  AUGI shall not,  however,  be required to pay any tax which may be
payable in respect of any transfer  involved in the issue and delivery of Common
Stock in any name other than that of Holder,  and AUGI shall not be  required to
issue or deliver any  certificates  representing  such Common  Stock  unless and
until the person or persons requesting the issue thereof shall have paid to AUGI
the amount of such tax or shall have  established  to the  satisfaction  of AUGI
that such tax has been paid.

     (d) Covenants of AUGI  Relating to  Conversion.  AUGI  covenants and agrees
that from and after the date hereof and until the date of  repayment  in full of
the Obligations:

          (i)  it  shall  provide,  free  from  preemptive  rights,  out  of its
               authorized but unissued shares,  sufficient shares to provide for
               the  conversion  of this  Note from time to time as the Notes are
               presented for conversion; and

          (ii) all shares which may be issued upon  conversion of this Note will
               upon issue be validly issued, fully paid and non-assessable, free
               from all  taxes,  liens and  charges  with  respect  to the issue
               thereof,  and will not be subject to the preemptive rights of any
               stockholder of AUGI.



4.       Adjustment in Conversion Price.
         ------------------------------

     (a) Adjustment for Change in Capital Stock. Except as provided in PARAGRAPH
4 (h) below,  if AUGI shall (i)  declare a dividend  on its  outstanding  Common
Stock in shares of its capital  stock,  (ii)  subdivide its  outstanding  Common
Stock,  (iii)  combine its  outstanding  Common  Stock into a smaller  number of
shares, or (iv) issue any shares of its capital stock by reclassification of its
Common  Stock  (including  any  such   reclassification  in  connection  with  a
consolidation  or merger in which AUGI is the continuing  corporation),  then in
each such  case the  conversion  privilege  and the  conversion  price in effect
immediately  prior  to such  action  shall  be  adjusted  so that if the Note is
thereafter converted,  Holder may receive the number and kind of shares which he
would have owned immediately  following such action if he had converted the Note
immediately  prior to such action.  Such adjustment  shall be made  successively
whenever  such an event shall  occur.  The  adjustment  shall  become  effective
immediately  after the record date in the case of a dividend or distribution and
immediately  after the effective date in the case of a subdivision,  combination
or reclassification.


     (b) Action to Permit  Valid  Issuance of Common  Stock.  Before  taking any
action which would cause an adjustment  reducing the conversion  price below the
then par value,  if any, of the shares of Common Stock issuable upon  conversion
of the Notes,  the  Company  will take all  corporate  action  which may, in the
opinion of its  counsel,  be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted conversion price.

     (c) Minimum  Adjustment.  No  adjustment in the  conversion  price shall be
required if such adjustment is less than 1% of the existing  conversion price at
the time of such determination; provided, however, that any adjustments which by
reason of this  PARAGRAPH  4 (F) are not  required  to be made  shall be carried
forward and taken into account in any subsequent  adjustment.  All  calculations
under  this  SECTION  4  shall  be made to the  nearest  cent or to the  nearest
one-hundredth of a share, as the case may be.

     (d)  Deferral  of  Adjustment.  In any case in which  this  SECTION 4 shall
require that an adjustment  in the  conversion  price be made  effective as of a
record date for a specified  event,  if the Note shall have been converted after
such  record  date AUGI may elect to defer  until the  occurrence  of such event
issuing to Holder the shares,  if any,  issuable upon such  conversion  over and
above the shares,  if any,  issuable  upon such  conversion  on the basis of the
conversion price in effect prior to such  adjustment;  provided,  however,  that
AUGI  shall  deliver  to  Holder  a due  bill or  other  appropriate  instrument
evidencing  Holder's right to receive such additional shares upon the occurrence
of the event requiring such adjustment.


                                       2
<PAGE>

     (e)  When  No  Adjustment  Required.  No  adjustment  need  be  made  for a
transaction  referred  to in  PARAGRAPH  4 (A)above  if Holder is  permitted  to
participate in the transaction on a basis no less favorable than any other party
and at a level which would preserve Holder's percentage equity  participation in
the Common Stock upon  conversion of the Note.  No  adjustment  need be made for
sales of Common Stock pursuant to a Company plan for  reinvestment  of dividends
or interest,  the granting of options and/or the exercise of options outstanding
under any of AUGI's  currently  existing stock option plans, the exercise of any
other of AUGI's  currently  outstanding  options,  or any  currently  authorized
warrants, whether or not outstanding.

     (f) Notice of Adjustment.  Whenever the conversion price is adjusted,  AUGI
shall  promptly  mail to  Holder  a notice  of the  adjustment  together  with a
certificate  from AUGI's Chief  Financial  Officer briefly stating (i) the facts
requiring the adjustment,  (ii) the adjusted  conversion price and the manner of
computing  it,  and the date on which such  adjustment  becomes  effective.  The
certificate  shall be evidence that the adjustment is correct,  absent  manifest
error.

     (g) Notice of Certain Transactions. If (i) AUGI takes any action that would
require an adjustment  in the  conversion  price  pursuant to this SECTION 4; or
(ii) there is a liquidation or dissolution of AUGI,  AUGI shall mail to Holder a
notice stating the proposed  record date for a distribution or effective date of
a  reclassification,  consolidation,  merger,  transfer,  lease,  liquidation or
dissolution.  AUGI  shall  mail the  notice at least 15 days  before  such date.
Failure to mail the notice or any defect in it shall not affect the  validity of
the transaction.

     (h)  Reorganization of Company.  If AUGI and/or the holders of Common Stock
are  parties  to a  merger,  consolidation  or a  transaction  in which (i) AUGI
transfers or leases  substantially all of its assets;  (ii) AUGI reclassifies or
changes its outstanding Common Stock; or (iii) the Common Stock is exchanged for
securities,  cash or other assets; the person who is the transferee or lessee of
such assets or is  obligated to deliver  such  securities,  cash or other assets
shall  assume the terms of this Note.  If the issuer of  securities  deliverable
upon  conversion  of the Note is an affiliate of the  surviving,  transferee  or
lessee  corporation,  that issuer shall join in such assumption.  The assumption
agreement shall provide that the Holder may convert the Convertible  Obligations
into the kind and amount of securities, cash or other assets which he would have
owned immediately after the consolidation,  merger,  transfer, lease or exchange
if he had  converted  the Note  immediately  before  the  effective  date of the
transaction.  The assumption agreement shall provide for adjustments which shall
be as nearly  equivalent as may be practical to the adjustments  provided for in
this  SECTION 4. The  successor  company  shall mail to Holder a notice  briefly
describing the assumption agreement. If this Paragraph applies,  PARAGRAPH 4 (A)
above does not apply.

     (i) AUGI  Determination  Final. Any determination that AUGI or its Board of
Directors must make pursuant to SECTION 3 or this SECTION 4 shall be conclusive,
absent manifest error.

5.       Representations and Warranties of AUGI.
         ---------------------------------------

     AUGI represents and warrants that it: (i) is a corporation  duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite  corporate power to carry on its business as now conducted
and to own its  properties  and  assets  it now  owns;  (ii) has full  power and
authority to execute and deliver this Note,  and that the execution and delivery
of this Note will not result in the breach of or default under,  with or without
the  giving  of  notice  and/or  the  passage  of  time,  any  other  agreement,
arrangement or indenture to which it is a party or by which it may be bound,  or
the violation of any law, statute, rule, decree,  judgment or regulation binding
upon it; and (iii) has taken and will take all acts required,  including but not
limited to authorizing the signatory  hereof on its behalf to execute this Note,
so that upon the execution and delivery of this Note,  it shall  constitute  the
valid and legally binding  obligation of AUGI enforceable in accordance with the
terms thereof.

6.       Defaults and Remedies.
         ---------------------

     (a) Events of Default.  The  occurrence  or existence of any one or more of
the following events or conditions  (regardless of the reasons  therefore) shall
constitute an "Event of Default" hereunder:

          (i)  AUGI shall fail to make any payment of Principal or Interest when
               due and payable or declared due and payable pursuant to the terms
               hereof and such failure  shall remain  uncured for a period of 30
               days after notice thereof has been given by Holder to AUGI;

          (ii) AUGI shall fail at any time to be in material compliance with any
               of the  covenants  set forth in Paragraph 3 (d) of this Note,  or
               shall  fail at any  time  to be in  material  compliance  with or
               neglect to perform, keep or observe any of the provisions of this
               Note to be complied with, performed, kept or observed by AUGI and
               such failure  shall remain  uncured for a period of 30 days after
               notice thereof has been given by Holder or the Agent to AUGI;

                                       3
<PAGE>

          (iii)A case or proceeding shall have been commenced  against AUGI in a
               court having competent  jurisdiction seeking a decree or order in
               respect of AUGI, (A) under Title 11 of the United States Code, as
               now  constituted or hereafter  amended,  or any other  applicable
               federal,  state or foreign  bankruptcy  or other similar law; (B)
               appointing a custodian, receiver,  liquidator,  assignee, trustee
               or  sequestrator  (or similar  official) of AUGI, or (C) ordering
               the  winding-up or  liquidation of the affairs of AUGI, or any of
               its  subsidiaries,  and  such  case or  proceeding  shall  remain
               unstayed or undismissed  for a period of 90  consecutive  days or
               such  court  shall  enter a decree or order  granting  the relief
               sought in such case or proceeding; or

          (iv) AUGI,  or any of its  subsidiaries,  if  any,  shall  (A)  file a
               petition seeking relief under Title 11 of the United States Code,
               as now constituted or hereafter amended,  or any other applicable
               federal, state or foreign bankruptcy or other similar law; or (B)
               consent to the  institution of  proceedings  thereunder or to the
               filing  of any  such  petition  or to the  appointment  of or the
               taking  of  possession  by  a  custodian,  receiver,  liquidator,
               assignee,  trustee or sequestrator (or similar official) of AUGI,
               or  any  of  its   subsidiaries,   or  any  of  their  respective
               properties.

     (b)  Remedies.  Upon the  occurrence  of an event of Default  specified  in
Paragraphs  6 (iii)  and (iv)  above,  all  Obligations  then  remaining  unpaid
hereunder shall  immediately  become due and payable  without  notice.  Upon the
occurrence  of any  other  Event of  Default,  the  holders  of at least  51% in
principal  amount of the Notes may  thereafter,  at their option  immediately by
notice  to  AUGI,  declare  all  Obligations  then  remaining  unpaid  hereunder
immediately  due and  payable,  whereupon  the same shall  forthwith  mature and
become  due  and  payable,  without  any  further  notice  to AUGI  and  without
presentment,  demand,  protest  or notice of  protest,  all of which are  hereby
waived by AUGI. Upon a declaration of acceleration,  the entire Obligations then
remaining unpaid hereunder shall become immediately due and payable in full plus
all  reasonable  costs and expenses of the  collection  and  enforcement of this
Note, including reasonable  attorney's fees and expenses,  all of which shall be
added to the amount due under this Note.  The  rights,  powers,  privileges  and
remedies of Holder pursuant to the terms hereof are cumulative and not exclusive
of any other rights, powers, privileges and remedies which Holder may have under
this Note or any other instrument or agreement.

7.      AUGI's Right to Prepay.
         -----------------------

     AUGI may prepay  this Note or any  portion  thereof at any time on not less
than 10 day's notice to Holder together with accrued  Interest to the date fixed
for repayment.

8.      Limitation of Liability.
         -----------------------

     A director,  officer,  employee or stockholder,  as such, of AUGI shall not
have any liability for any  obligations of AUGI under this Note or for any claim
based on, in respect or by reason of such obligations or their creation. Holder,
by accepting this Note,  waives and releases all such liability.  The waiver and
release are part of the consideration for the issuance of this Note.




9.      Reservation of Shares
         ---------------------

     AUGI shall at all times reserve and keep  available  out of its  authorized
but  unissued  stock,  for the purpose of  effecting  the issuance of stock upon
conversion  of this  Note,  such  number of shares as shall from time to time be
sufficient  to effect the issuance of shares of Common Stock upon  conversion of
this Note.

10.      Miscellaneous.
         -------------

     (a) Effect of Forbearance. No forbearance,  indulgence, delay or failure to
exercise any right or remedy by Holder with  respect to this Note shall  operate
as a waiver or as an acquiescence in any default.

     (b) Effect of Single or  Partial  Exercise  of Right.  No single or partial
exercise of any right or remedy by Holder  shall  preclude  any other or further
exercise thereof or any exercise of any other right or remedy by Holder.

     (c) Governing  Law. This Note shall be construed and enforced in accordance
with,  and the rights of the parties  shall be governed by, the internal laws of
the State of Delaware  applicable to contracts made and to be performed entirely
within such State.

     (d) Headings.  The headings and captions of the various  paragraphs  herein
are for  convenience  of  reference  only and shall in no way  modify any of the
terms or provisions of this Note.

                                       4
<PAGE>

     (e)  Loss,  Theft,  Destruction  or  Mutilation.  Upon  receipt  by AUGI of
evidence reasonably satisfactory to it of loss, theft, destruction or mutilation
of this Note,  AUGI shall make and deliver or caused to be made and delivered to
Holder a new Note of like tenor in lieu of this Note.

     (f) Modification of Note or Waiver of Terms Thereof Relating to Holder.  No
modification  or waiver of any of the provisions of this Note shall be effective
unless in writing  and signed by Holder and AUGI and then only to the extent set
forth in such writing,  nor shall any such  modification or waiver be applicable
except in the  specific  instance  for  which it is given.  This Note may not be
discharged orally but only in writing duly executed by Holder.

     (g) Notice. All offers,  acceptances,  notices, requests, demands and other
communications  under  this Note shall be in writing  and,  except as  otherwise
provided  herein,  shall be deemed to have been  given  only when  delivered  in
person,  via  facsimile  transmission  if receipt  thereof is  confirmed  by the
recipient,  or, if mailed,  when mailed by certified or registered mail prepaid,
to the parties at their  respective  addresses first set forth above, or at such
other address as may be given in writing in future by either party to the other.
(h)  Successors  and  Assigns.  This  Note  shall  be  binding  upon  AUGI,  its
successors,  assigns and  transferees,  and shall inure to the benefit of and be
enforceable by Holder and its successors and assigns.

     (i) Severability. If one or more of the provisions or portions of this Note
shall be deemed by any court or quasi-judicial  authority to be invalid, illegal
or unenforceable in any respect, the invalidity,  illegality or unenforceability
of the remaining  provisions,  or portions of provisions  contained herein shall
not in any way be  affected  or  impaired  thereby,  so long as this Note  still
expresses  the intent of the  parties.  If the intent of the  parties  cannot be
preserved,  this  Agreement  shall either be  renegotiated  or rendered null and
void.

     IN WITNESS WHEREOF,  AUGI has caused this Note to be executed on its behalf
by an officer thereunto duly authorized as of the date set forth above.

                                       American United Global, Inc.



                                       By:
                                            ------------------------------------
                                            Robert M. Rubin, President
                                            and Chief Executive Officer

ATTEST:
         -----------------------------
         David M. Barnes
         Chief Financial Officer

                                       5