EXHIBIT 4.2

                         RIGHTS SUBSCRIPTION CERTIFICATE

     Evidencing  Non-Transferable Rights to Purchase Units, each Unit consisting
of a 7.5%  Convertible  Secured  Promissory  Note in the  amount  of  $666  (the
"Note"),  and  1,332  shares  of common  stock,  $.01 par  value per share  (the
"Shares").


                          AMERICAN UNITED GLOBAL, INC.

YOUR RIGHTS UNDER THIS RIGHTS SUBSCRIPTION  CERTIFICATE ARE NOT TRANSFERABLE AND
ARE VOID IF NOT EXERCISED  BEFORE THE  EXPIRATION OF THE OFFERING (AS DEFINED IN
THE PROSPECTUS).

The terms and conditions of this rights offering are set forth in the Prospectus
relating  to the offer by  American  United  Global,  Inc.  (the  "Company")  of
non-transferable  subscription  rights to purchase up to 4,500 Units,  each Unit
consisting of a 7.5% Convertible  Secured Promissory Note in the amount of $666,
and 1,332  shares of common  stock,  $.01 par value per share dated  __________,
2002 and are incorporated herein by reference ("Rights").

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

                      SUBSCRIPTION PRICE: $666.00 PER UNIT

           (The number of rights you are entitled to is listed below.)


HOLDER:



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

THIS CERTIFIES THAT the registered  owner whose name is inscribed  herein is the
owner of the number of rights set forth above,  each of which entitles the owner
to  subscribe  for  and  purchase  one  Unit,  each  Unit  consisting  of a 7.5%
Convertible  Secured  Promissory Note in the amount of $666, and 1,332 shares of
common  stock,  $.01 par value per share of  American  United  Global,  Inc.,  a
Delaware  corporation,  on the terms and subject to the  conditions set forth in
the Prospectus and the instructions to this  Certificate.  The  non-transferable
rights  represented by this Certificate may be exercised by duly completing this
Certificate, pursuant to the instructions thereto.

THE RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT TRANSFERABLE,  AND
MAY NOT BE EXERCISED  UNLESS THIS  SUBSCRIPTION  CERTIFICATE  IS  COMPLETED  AND
SIGNED. PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY, AND REFER CAREFULLY TO
THE INSTRUCTIONS TO THIS CERTIFICATE SEPARATELY PROVIDED TO YOU.

SECTION 1 - EXERCISE AND SUBSCRIPTION:

(i)     IF YOU WISH TO EXERCISE ALL OF YOUR SUBSCRIPTION RIGHTS:

         I subscribe for my full entitlement of Units:

                                          X $666.00              $
        ----------------------------------                       ---------------
        (Number of Rights)

(ii)   IF YOU DO NOT WISH TO EXERCISE ALL OF YOUR SUBSCRIPTION RIGHTS:

        I subscribe for only

                                             X $666.00           $
        -------------------------------------                     --------------
       (Number of Rights exercised)

Method of Payment

     Check,  Bank Draft or Money Order Payable to American United Global,  Inc.,
PMB 549, 218 Main Street, Kirkland, Washington 98033, Attn: David M. Barnes, CFO


                                       1
<PAGE>

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

SECTION 2 - SPECIAL DELIVERY INSTRUCTIONS:

Name  and/or  address  for  mailing  of Notes and  Shares  comprising  the Units
subscribed for and purchased, if other than shown above:

Name and address:


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

IMPORTANT - ALL RIGHTS HOLDERS EXERCISING RIGHTS SIGN HERE AND COMPLETE
SUBSTITUTE FORM W-9


                                                  Date:                  , 2002
        -------------------------------------          ------------------
        -------------------------------------
               (signature of Holder(s))

(must be signed by the Rights  holder(s)  exactly as name(s) appear on the first
page of this Certificate.  If signature is by trustee, executor,  administrator,
guardian, attorney-in-fact, agent, officer or a corporation or another acting in
a  fiduciary  or   representative   capacity,   please   provide  the  following
information:

Name:                                    Home Telephone Number:
     ----------------------------------                        -----------------

Capacity:                                Business Telephone Number:
         ------------------------------                            -------------

Address:
        -------------------------------

Taxpayer Identification or
Social Security Number:
                       ----------------




                                        2