Exhibit 4.1

                                FACE OF SECURITY

            THE NOTE EVIDENCED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE
UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS. NONE
OF THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF OR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS AN "ACCREDITED INVESTOR" (AS DEFINED
IN REGULATION D UNDER SECURITIES ACT), (2) AGREES THAT IT WILL NOT PRIOR TO (X)
THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR
THE LAST DAY ON WHICH VAXGEN, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE
RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR
THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF EXCEPT (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) WHEN AND FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE OR THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION HEREOF ARE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE
TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND
(II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER
IN THE FORM APPEARING ON THE OTHER SIDE OF THE NOTE IS COMPLETED AND DELIVERED
BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

<PAGE>

            THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION
HEREOF AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND
ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT.


<PAGE>

                                  VAXGEN, INC.

          5 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE APRIL 1, 2010

No. 1                                                           U.S.$ 300,000.00

CUSIP No. 922390 AA 7
ISIN NUMBER : US922390AA76

VaxGen, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to ___________., or registered assigns,
the principal sum of THREE HUNDRED THOUSAND UNITED STATES DOLLARS (U.S.$
300,000.00) (which principal amount may from time to time be increased or
decreased to such other principal amounts (which, taken together with the
principal amounts of all other Outstanding Securities, shall not exceed U.S.
$31,500,000 in the aggregate at any time, on April 1, 2010, unless redeemed,
repurchased or converted on an earlier date, and to pay interest thereon, from
April 5, 2005, or from the most recent Interest Payment Date (as defined below)
to which interest has been paid or duly provided for, semiannually in arrears on
April 1 and October 1 in each year (each, an "Interest Payment Date"),
commencing October 1, 2005, at the rate of 5 1/2% per annum, until the principal
hereof is due, and at the rate then in effect on any overdue principal and
premium, if any, and, to the extent permitted by law, on any overdue interest.
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 Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 and September 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (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 Company, notice whereof shall be given to Holders of
Registered Securities not less than ten days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payments of principal shall be made upon the
surrender of this Security at the option of the Holder at the Corporate Trust
Office or at such other office or agency of the Company as may be designated by
it for such purpose in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for t he payment of public and private debts, or at such other
offices or agencies as the Company may designate, by United States Dollar check
drawn on, or wire transfer to, a United States Dollar account (such a wire
transfer to be made only to a Holder of an aggregate principal amount of
Registered Securities in excess of U.S. $2,000,000 and only if such Holder shall
have furnished wire instructions in writing to the Trustee no later than 15 days
prior to the relevant payment date) maintained by the payee. Payment of interest
on this Security may be made by United States Dollar check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or, upon written application


                                       1
<PAGE>

by the Holder to the Security Registrar setting forth wire instructions not
later than the relevant Record Date, by wire transfer to a United States dollar
account (such a wire transfer to be made only to a Holder of an aggregate
principal amount of Registered Securities in excess of U.S. $2,000,000 and only
if such Holder shall have furnished wire instructions in writing to the Trustee
no later than 15 days prior to the relevant payment date) maintained by the
payee.

            Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       2
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.

                                        VAXGEN, INC.


                                        By: ____________________________________
                                            Name: ______________________________
                                            Title: _____________________________

Dated: April 5, 2005


                                       3
<PAGE>

            This is one of the Securities referred to in the within-mentioned
Indenture.

U.S. Bank National Association,
as Trustee


By: __________________________________
        Authorized Signatory


                                       4
<PAGE>

                               REVERSE OF SECURITY

            This Security is one of a duly authorized issue of securities of the
Company designated as its "5 1/2% Convertible Senior Subordinated Notes due
April 1, 2010" (herein called the "Securities"), limited in aggregate principal
amount to U.S. $31,500,000, issued and to be issued under an Indenture, dated as
of April 5, 2005 (herein called the "Indenture"), between the Company and U.S.
Bank National Association, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), 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, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. As provided in the Indenture and subject to certain
limitations set forth therein, Registered Securities are exchangeable for a like
aggregate principal amount of Registered Securities of any authorized
denominations as requested by the Holder surrendering the same upon surrender of
the Registered Security or Registered Securities to be exchanged at the
Corporate Trust Office. The Trustee upon such surrender by the Holder will issue
the new Registered Securities in the requested denominations.

            No sinking fund is provided for the Securities.

            The Securities are subject to redemption at the option of the
Company at any time prior to April 1, 2010 ("Provisional Redemption"), in whole
or in part, upon not less than 30 nor more than 60 days' notice to the Holders
prior to the Redemption Date at a Redemption Price equal to 100% of the
principal amount, together, in each case, with accrued and unpaid interest
(including, Liquidated Damages, if any) to, but excluding, the Redemption Date
plus the Interest Make-Whole Payment; provided, that (a) the Closing Sale Price
of the Common Stock has exceeded 150% of the Conversion Price then in effect for
at least 20 Trading Days within a period of 30 consecutive Trading Days ending
on the Trading Date immediately before the date of mailing of the Redemption
Notice and (2) the Registration Statement covering resale of the Securities and
the Underlying Common Stock (as defined in the Purchase Agreement) is effective
and available for use for the 30 days following the Redemption Day, unless
registration thereof is not required. Upon any Provisional Redemption, the
Company will pay to the Holders cash (except as set forth below) with respect to
the Securities called for Provisional Redemption, including any Security
converted after the date of the notice of Provisional Redemption and before to
the date of the Provisional Redemption. Notwithstanding the foregoing, the
Company may make the Interest Make-Whole Payment in (a) cash, (b) subject to
certain conditions set forth below in the Indenture, Common Stock or Successor
Common Stock or (c) a combination of cash and Common Stock or Successor Common
Stock.

            In the event of a redemption of the Securities, the Company will not
be required (a) to register the transfer or exchange of Registered Securities
for a period of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities called for such redemption (it
being understood that the Company will not be required to identify the serial
numbers of Outstanding Securities if all such Securities are called for
redemption) or


                                       5
<PAGE>

(b) to register the transfer or exchange of any Registered Security, or portion
thereof, called for redemption.

            In any case where the due date for the payment of the principal of,
premium, if any, or interest (including Liquidated Damages, if any) on any
Security or the last day on which a Holder of a Security has a right to convert
his Security shall be, at any Place of Payment or Place of Conversion, as the
case may be, a day on which banking institutions at such Place of Payment or
Place of Conversion are authorized or obligated by law or executive order to
close, then payment of principal, premium, if any, or interest (including
Liquidated Damages, if any) or delivery for conversion of such Security need not
be made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or by such last day for conversion, and no interest
shall accrue on the amount so payable for the period from and after such due
date.

            Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at its option, at any time following
the original issue date of the Securities and on or before the close of business
on April 1, 2010, or in case this Security or a portion hereof is called for
redemption or the Holder hereof has exercised his right to require the Company
to repurchase this Security or such portion hereof, then in respect of this
Security until and including, but (unless the Company defaults in making the
payment due upon redemption or repurchase, as the case may be) not after, the
close of business on the Business Day immediately preceding the Redemption Date
or the Change in Control Purchase Date, as the case may be, to convert this
Security or any portion of the principal amount hereof that is an integral
multiple of U.S. $1,000 (provided that the unconverted portion of such principal
amount is U.S.$1,000 or any integral multiple of U.S. $1,000 in excess thereof)
into fully paid and nonassessable shares of Common Stock of the Company at an
initial Conversion Rate of 67.7507 shares of Common Stock per $1,000 principal
amount of Securities (or at the current adjusted Conversion Rate if an
adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank and, in case such
surrender shall be made during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date (except if this Security has been called
for redemption on a Redemption Date or is repurchasable on a Change in Control
Purchase Date, with the consequence that the conversion right of such Security
would terminate between such Regular Record Date and the close of business on
such Interest Payment Date), also accompanied by payment in New York Clearing
House or other funds acceptable to the Company of an amount equal to the
interest payable on such Interest Payment Date on the principal amount of this
Security then being converted, and also the conversion notice hereon duly
executed, to the Company at the Corporate Trust Office, or at such other office
or agency of the Company, subject to any laws or regulations applicable thereto
and subject to the right of the Company to terminate the appointment of any
Conversion Agent (as defined below) as may be designated by it for such purpose
in the Borough of Manhattan, The City of New York, or at such other offices or
agencies as the Company may designate (each a "Conversion Agent"),


                                       6
<PAGE>

provided, further, that in case surrender of this Security for conversion shall
be made during the period from the close of business on any Regular Record Date
next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date and if this Security or portion hereof has been called for
redemption on a Redemption Date or is repurchasable on a Change in Control
Purchase Date, with the consequence that the conversion right of such Security
would terminate between such Regular Record Date and the close of business on
such Interest Payment Date, then the Holder of this Security will be entitled to
receive the interest accruing hereon from the Interest Payment Date next
preceding the date of such conversion to such succeeding Interest Payment Date
and shall not be required to pay such interest upon surrender of this Security
for conversion. Subject to the provisions of the preceding sentence and, in the
case of a conversion after the close of business on the Regular Record Date next
preceding any Interest Payment Date and on or before the close of business on
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security of record as of such Regular Record Date) to receive the
related installment of interest to the extent and under the circumstances
provided in the Indenture, no cash payment or adjustment is to be made on
conversion for interest accrued hereon from the Interest Payment Date next
preceding the day of conversion, or for dividends on the Common Stock issued on
conversion hereof. The Company shall thereafter deliver to the Holder the fixed
number of shares of Common Stock (together with any cash adjustment or rights or
warrants, as provided in the Indenture) into which this Security is convertible
and such delivery will be deemed to satisfy the Company's obligation to pay the
principal amount of this Security. No fractions of shares or scrip representing
fractions of shares will be issued on conversion, but instead of any fractional
interest (calculated to the nearest 1/100th of a share) the Company shall pay a
cash adjustment as provided in the Indenture. The Conversion Rate is subject to
adjustment as provided in the Indenture. In addition, the Indenture provides
that in case of certain consolidations or mergers to which the Company is a
party or the conveyance, transfer, sale or lease (other than a grant of security
interest) of all or substantially all of the property and assets of the Company,
the Indenture shall be amended, without the consent of any Holders of
Securities, so that this Security, if then Outstanding, will be convertible
thereafter, during the period this Security shall be convertible as specified
above, only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, transfer, sale or lease
by a holder of the number of shares of Common Stock of the Company into which
this Security could have been converted immediately prior to such consolidation,
merger, conveyance, transfer, sale or lease (assuming such holder of Common
Stock is not a Constituent Person or an Affiliate of a Constituent Person,
failed to exercise any rights of election and received per share the kind and
amount received per share by a plurality of Non-electing Shares). No adjustment
in the Conversion Rate will be made until such adjustment would require an
increase or decrease of at least one percent of such rate, provided that any
adjustment that would otherwise be made will be carried forward and taken into
account in the computation of any subsequent adjustment.

            The Holder of this Security (including any Person that has a
beneficial interest in this Security) and the Common Stock issuable upon
conversion hereof is entitled to the registration rights set forth in a Purchase
Agreement, dated as of March 30, 2005 (the "Purchase


                                       7
<PAGE>

Agreement"), executed by the Company and the Holder. Pursuant to the Purchase
Agreement, the Company has agreed for the benefit of the Holders from time to
time of Registered Securities and the Common Stock issuable upon conversion
thereof, in each case, that are Registrable Securities, at the Company's
expense, (a) to file with the Commission, as soon as reasonably practicable, but
in no event later than 30 days after the first date the Company becomes current
in its reporting requirements under the Exchange Act, a registration statement
(the "Registration Statement") with respect to resales of the Registrable
Securities, (b) thereafter to use its reasonable best efforts to cause the
Registration Statement to be declared effective by the Commission on or prior to
(1) 90 days following the filing of such Registration Statement if there is no
review of the Registration Statement by the Commission or (2) 120 days following
the filing of such Registration Statement if there is a review of the
Registration Statement by the Commission and (c) prepare and file with the
Commission such amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep the
Registration Statement continuously effective until the earlier of (1) the
second anniversary of the issuance of the Securities and (2) such time as all
Registrable Securities held by Holders have been sold pursuant to the
Registration Statement. The Company is required to pay Liquidated Damages to
holders of Registrable Securities for failure to comply with the foregoing
registration obligations, all as more fully set forth in the Purchase Agreement.

            Whenever in this Security there is a reference, in any context, to
the payment of the principal of, premium, if any, or interest on, or in respect
of, any Security such mention shall be deemed to include mention of the payment
of Liquidated Damages payable as described in the Purchase Agreements to the
extent that, in such context, Liquidated Damages are, were or would be payable
in respect of this Security pursuant to the Purchase Agreement, and an express
mention of the payment of Liquidated Damages (if applicable) in any provisions
of this Security shall not be construed as excluding Liquidated Damages in those
provisions of this Security where such express mention is not made. If the
Holder of this Security (including any Person that has a beneficial interest in
this Security) elects to sell this Security pursuant to the Registration
Statement then, by its acceptance hereof, such Holder of this Security agrees to
be bound by the terms of the Purchase Agreements relating to the Registrable
Securities which are the subject of such election.

            If a Change in Control occurs, the Holder of this Security, at the
Holder's option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Security (or any portion of
the principal amount hereof that is equal to U.S. $1,000 or any greater integral
multiple of U.S. $1,000) for cash at a Change in Control Purchase Price equal to
100% of the principal amount thereof plus interest accrued (including any
Liquidated Damages, if any) to, but excluding, the Change in Control Purchase
Date plus, in certain instances, the Make-Whole Premium. At the option of the
Company, the Change in Control Purchase Price and/or the Make-Whole Premium may
be paid in cash or, subject to the conditions provided in the Indenture, by
delivery of shares of Common Stock or Successor Common Stock or in a combination
of cash and Common Stock or Successor Common Stock, having a fair market value
equal to the Change in Control Purchase Price or Make-Whole Premium (as
applicable). For purposes of this paragraph, (a) the value of Common Stock or
the


                                       8
<PAGE>

Successor Common Stock to be delivered in respect of the Change in Control
Purchase Price shall be deemed to be equal to 95% of the average of the Closing
Sale Prices per share for the five consecutive Trading Days ending on and
including the third day prior to the Change in Control Purchase Date; provided
that the Change in Control Purchase Price may only be paid in Successor Common
Stock if such common stock is traded on The Nasdaq National Market or other U.S.
national securities exchange and (b) the value of its Common Stock or the
Successor Common Stock to be delivered in respect of the Make-Whole Premium
shall be deemed equal to 95% of the average of the Closing Sale Prices per share
for the ten Trading Day period ending on the Trading Day immediately preceding
the Change in Control Purchase Date. The Company may pay the Make-Whole Premium
in shares of its Common Stock or the Successor Common Stock only if the
information necessary to calculate the Closing Sale Price per share is published
in a daily newspaper of general circulation or by other appropriate means.
Whenever in this Security there is a reference, in any context, to the principal
of any Security as of any time, such reference shall be deemed to include
reference to the Change in Control Purchase Price payable in respect of such
Security to the extent that such Change in Control Purchase Price is, was or
would be so payable at such time, and express mention of the Change in Control
Purchase Price in any provision of this Security shall not be construed as
excluding the Change in Control Purchase Price so payable in those provisions of
this Security when such express mention is not made; provided, however, that,
for the purposes of the paragraph below concerning the consequences of an Event
of Default, such reference shall be deemed to include reference to the Change in
Control Purchase Price only to the extent the Change in Control Purchase Price
is payable in cash.

            In the event of redemption, repurchase or conversion of this
Security in part only, a new Security or Securities for the unredeemed,
unrepurchased or unconverted portion hereof will be issued in the name of the
Holder hereof.

            The indebtedness evidenced by this Security is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full in cash or Cash Equivalents of all Senior
Debt of the Company, and this Security is issued subject to such provisions of
the Indenture with respect thereto. Each Holder of this Security, by accepting
the same,

            (a) agrees to and shall be bound by such provisions,

            (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided, and

            (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

            If an Event of Default shall occur and be continuing, the principal
of all the Securities, together with accrued and unpaid interest, if any, to the
date of declaration, may be declared due and payable in the manner and with the
effect provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable, together with accrued and


                                       9
<PAGE>

unpaid interest to the date of declaration, and (ii) of interest on any overdue
principal and, to the extent permitted by applicable law, overdue interest, all
of the Company's obligations in respect of the payment of the principal of and
interest on the Securities shall terminate.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

            As provided in and subject to the provisions of the Indenture, the
Holder of this Security 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 such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and furnished the Trustee indemnity reasonably acceptable
to it, the Trustee shall have failed to institute any such proceeding for 60
days after receipt of such notice, request and offer of indemnity, and the
Trustee has not received any direction inconsistent with such written request
from the Holders of a majority of the aggregate principal amount of the
Outstanding Securities during such 60 day period. The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, premium, if any, Liquidated Damages, if any, or
interest hereon on or after the respective due dates expressed herein or for the
enforcement of the right to convert this Security as provided in the Indenture.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, Liquidated Damages, if any, and interest on this Security at the times,
places and rate, and in the coin or currency, herein prescribed or to convert
this Security as provided in the Indenture.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of Registered Securities is registrable on the
Security Register upon surrender of a Registered Security for registration of
transfer at the Corporate Trust Office of the Trustee or at such other office or
agency of the Company as may be designated by it for such purpose in the Borough
of Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer


                                       10
<PAGE>

in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing, and thereupon one
or more new Registered Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees by the Registrar. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to recover any tax or other governmental charge payable in
connection therewith.

            Prior to due presentation of a Registered Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner thereof for all purposes, whether or not such Security
be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

            Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months. The Indenture and this Security shall be
governed by and construed in accordance with the laws of the State of New York,
United States of America, including, without limitation, Section 5-1401 of the
New York General Obligations Law.

            All terms used in this Security, which are defined in the Indenture,
shall have the meanings assigned to them in the Indenture.


                                       11
<PAGE>

            ELECTION OF HOLDER TO REQUIRE CHANGE IN CONTROL PURCHASE

            1. Pursuant to Section 12.1 of the Indenture, the undersigned hereby
elects to have this Security purchased by the Company.

            2. The undersigned hereby directs the Trustee or the Company to pay
it or ___________________ an amount in cash equal to 100% of the principal
amount to be purchased (as set forth below), plus interest accrued to the Change
in Control Purchase Date and the Make-Whole Premium (if applicable) or, at the
Company's election, Common Stock or Successor Common Stock, valued as set forth
in the Indenture.

                                        Dated: _________________________________


                                        ________________________________________
                                        Signature
                                        Name of Holder: ________________________

                                        Signature Guaranteed


                                        ________________________________________
                                        Signature must be guaranteed by a
                                        participant in a recognized signature
                                        medallion program or other signature
                                        guarantor acceptable to the Trustee.

Principal amount to be purchased:

__________________________________________
(must be equal to U.S. $1,000 or any
greater integral multiple of U.S. $1,000):

Remaining principal amount following such purchase:

__________________________________________

NOTICE: The signature to the foregoing election must correspond to the name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

<PAGE>

                                CONVERSION NOTICE

            The undersigned Holder of this Security hereby irrevocably exercises
the option to convert this Security, or any portion of the principal amount
hereof (which is an integral multiple of U.S.$1,000) below designated, into
shares of Common Stock in accordance with the terms of the Indenture referred to
in this Security and directs that such shares, together with a check in payment
for any fractional share and any Securities representing any unconverted
principal amount hereof, be delivered to and be registered in the name of the
undersigned unless a different name has been indicated below. If shares of
Common Stock or Securities are to be registered in the name of a Person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.


Dated: _______________________________  ________________________________________

                                                       Signature

                                        Name of Holder:
                                        Title of Signatory:

If shares or Registered Securities are  If only a portion of the Securities is
to be registered in the name of a       to be converted, please indicate:
Person other than the Holder, please
print such Person's name and address:
                                        1.    Principal amount to be
                                              converted:

                                              U.S. $_________________________
______________________________________        (any integral multiple of U.S.
______________________________________        $1,000)
              Address
                                        2.    Principal amount and
______________________________________        denomination of Registered
Social Security or other Taxpayer             Securities representing
Identification Number, if any                 unconverted principal amount to
                                              be issued:
Signature Guarantee:

                                              Amount: U.S. $_________________
______________________________________
Signature must be guaranteed by a
participant in a recognized signature
guaranty medallion program or other
signature guarantor acceptable to the
Trustee.