EXHIBIT 4.3

THE SECURITIES EVIDENCED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933,
APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE RULES AND REGULATIONS
THEREUNDER.

                                                             Englewood, Colorado

$__________________                                          ___________________
      (Amount)                                                     (Date)

                       ADVANCE DISPLAY TECHNOLOGIES, INC.
              Series E 10% Convertible, Redeemable Promissory Note

     Advance Display Technologies, Inc., a Colorado corporation (the "Company"),
for value received hereby promises to pay to _________________ ("Holder"), or
registered assigns, the principal sum of ___________________ Dollars
($___________ ), together with accrued interest, at the office of the Company in
Englewood, Colorado on _______________.

     Interest shall accrue from the date hereof on the amount of principal from
time to time owed on this Note at the rate of __________ (____ %) per annum,
payable at maturity.

     This note is one of a series of similar Notes issued by the Company in the
total principal amount of $___________ . The Company also has outstanding Series
A, Series B, Series C and Series D Notes for an aggregate total of
$_____________ . The Notes differ from each other only with regard to the date,
principal amount, conversion rate, due date and the Holder.

Conversion

     At the option of the Holder hereof, the principal on this Note or any
portion thereof may be converted into Common Stock of the Company at any time
prior to maturity, unless the Note is sooner called as set forth below, at a
conversion rate of $____________ per share of Common Stock. No fractional shares
will be issued in connection with any conversion; shares will be rounded to the
next highest number for purposes of determining the conversion rights. All
Common Stock to be issued by the Company in conversion of the Notes shall be
issued pursuant to an exemption from registration requirements of the 1933 Act,
and accordingly, bear the restrictive legend required by Rule 144. If the
principal amount of this Note is so converted, accrued interest on this Note to
the date of conversion shall be paid in cash on __________ ; provided, however,
the Company may elect to pay the interest through issuance of Common Stock at a
conversion rate of $____________ per share of Common Stock, either at the date
of conversion, or at maturity. In such event, notice of the Company's decision
to issue Common Stock in payment of the interest shall be given to the Holders
in writing, and the Common Stock shall be issued within a reasonable time
thereafter. No interest on interest shall accrue except in the event of default.

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Conversion of this Note shall require surrender of this Note, either for
cancellation (if the entire Note is converted) or reissuance in a new principal
amount (if a portion is converted).

     The conversion rate may be amended upon the occurrence of certain events.
In the event the Company's Common Stock shall be split, combined or reclassified
prior to conversion or maturity, the number of shares into which this Note is
convertible shall be adjusted accordingly such that the Holder, upon conversion,
may obtain the same number of shares to which he would have been entitled prior
to such split, combination or reclassification.

     The Holder of the Note may exercise the conversion right by surrendering to
the Company or any transfer agent of the Company, the original of this Note,
accompanied by written notice specifying the principal amount to be converted.
Conversion shall be deemed effective on the date when delivery of notice of an
election to convert and the original Note is made and shall be referred to as
the "Conversion Date". As promptly as practical thereafter, the Company shall
issue and deliver to or upon the written order of such Holder, one or more
certificates for the number of full shares of Common Stock to which such Holder
is entitled. The Holder shall be deemed a holder of record of the Common Stock
on the applicable Conversion Date. Upon conversion of only a portion of the
Note, the Company shall issue and deliver to or upon the written order of the
Holder, at the expense of the Company, a new Note covering the remaining
principal amount unconverted by the Holder.

Redemption

     This Note and others of a similar series may be called for redemption at
the option of the Company at any time after ____________ and up to ___________.
There is no mandatory redemption or sinking fund obligation with respect to the
Notes. If fewer than all of the Notes are called by the Company, the Company
will select those Notes to be redeemed pro rata or by lot in such manner as the
Board of Directors may determine.

     Upon notice of redemption by the Company, and following expiration of the
notice period set forth therein, the Company shall pay the principal amount of
the Note, together with interest at the specified rate up to and including the
date of payment (the "Redemption Amount"). Following payment of the redemption
price, all rights of the Holder under this Note shall be extinguished. Interest
on the Notes shall cease to accrue on the date on which payment is actually
made. The right of the Holder to receive payment of the principal and accrued
interest on the Note shall terminate twelve (12) months from the date of notice
set forth herein. Following the expiration of that twelve (12) month period, the
Note shall be void and of no further effect.

     Notice of the Company's option to call the Notes shall be sent by or on
behalf of the Company by certified mail, postage prepaid, to the Holders of
record of all Notes at the respective addresses as they appear on the records of
the Company, no less than thirty (30) days prior to the date scheduled for
payment. Such notice shall set forth (i) the election of the Company to call the
Notes; (ii) the date of payment; (iii) the place or places at which the Notes
may be surrendered for payment of the principal thereof; and (iv) stating the
name and address of any agent selected by the Company to assist in such payment.
Notwithstanding the foregoing provisions, the Company may act as payment agent.

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     If notice of the Company's decision to call the Notes shall have been given
as set forth above, the Holder's right to convert the Note into Common Stock
shall terminate following expiration of thirty (30) days from the date of
notice. For purposes of this paragraph, the date of notice shall be deemed the
date such notice was placed in the United States Mail, posted and addressed as
set forth above. Notwithstanding the provisions of this paragraph, if the
Company shall fail to make payment of the Redemption Amount on the date
established for such payment, then each Holder, including the Holder of this
Note, shall be entitled to convert into Common Stock up to and including the
date of actual payment.

Miscellaneous

     Subject to compliance with applicable Federal and state securities laws, if
any, this Note will be transferrable upon its surrender at the office of the
Company in Englewood, Colorado, duly endorsed or accompanied by written
instrument of transfer in a form which is satisfactory to the Company and duly
executed by the Holder thereof or by his attorney, duly authorized in writing.
Any Notes issued upon exchange or transfer shall be issuable in like principal
amount. No service charge will be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charges in connection with the transfer.

     The Company acknowledges that this Note evidences a business loan, and not
a consumer loan nor a consumer-related loan as defined in the Colorado Uniform
Consumer Credit Code.

     The Company, all endorsers hereof, and each of them, hereby expressly waive
presentment, demand, notice of dishonor, protest, notice of protest and
nonpayment, and expressly waive any right or defense of setoff for claims which
the Company may have against the Holder.

     No failure on the part of the Holder to exercise, and no delay in
exercising any right hereunder shall operate as a waiver of such right; nor
shall any single or partial exercise by Holder of any right hereunder preclude
the exercise of any other right. The remedies herein provided for are cumulative
and not exclusive of any remedies provided by law.

     It is agreed that if this Note is not paid when due or declared due
hereunder, and following five (5) days advance written notice by Holder and an
opportunity to cure a default, the entire principal and accrued interest thereon
shall draw interest at the rate of twelve percent (12%) per annum, and that
failure to make any payment or principal or interest when due shall cause the
whole Note to become due at once, or the interest to be counted as principal, at
the option of the Holder of the Note. The Company agrees to any extension of
time of payment and partial payments before, at or after maturity and, in the
event that suit is brought to collect this Note or enforce any provision
thereof, agrees to pay all reasonable costs of collection, including reasonable
attorney's fees.

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     This Note is made in and shall be governed by and interpreted in accordance
with the laws of the State of Colorado.


                                          ADVANCE DISPLAY TECHNOLOGIES, INC.
                                          a Colorado corporation



                                          By:
                                          --------------------------------------
                                          Matthew W. Shankle
                                          President