EXHIBIT 4.3


                                [Form of Note]

      This security and the shares of  common stock issuable upon  conversion
 of this security have not been registered under the Securities Act of  1933,
 as amended or any state securities laws.  Neither this security, the  shares
 of common stock issuable upon conversion of this security, nor any  interest
 or  participation  herein  or  therein  may  be  offered,  sold,   assigned,
 transferred, pledged, encumbered or otherwise disposed of in the absence  of
 such registration or unless such transaction is exempt from, or not  subject
 to, registration.

<PAGE>

                         STEVENS INTERNATIONAL, INC.


                      10% CONVERTIBLE SUBORDINATED NOTE
                              DUE MARCH 31, 2003



 U.S. $_______________                                      Fort Worth, Texas
                                                               March 31, 2000


      FOR VALUE RECEIVED, Stevens International, Inc., a Delaware corporation
 (hereinafter referred to  as "Obligor"),  promises to  pay to  _____________
 (hereinafter referred  to as  "Holder"), the  principal sum  of  ___________
 Dollars (U.S. $__________), together with interest thereon at a rate of  ten
 percent (10%) per annum (calculated on the basis of a 360 day year comprised
 of twelve 30-day months).   Interest shall be  paid on the then  outstanding
 principal balance  on March  31 and  September  30 of  each year  (each,  an
 "Interest Payment Date")  until maturity, commencing  on September 30,  2000
 and ending on March 31, 2003 (the "Maturity Date").

      This Note is  one of  a duly authorized  issue of  promissory notes  of
 Obligor in the aggregate  principal amount of  $1,000,000 designated as  its
 10% Convertible Subordinated Notes Due March 31, 2003 (the "Notes").

      Obligor may elect to pay all or  a portion of interest due and  payable
 on September 30, 2000 or March 31, 2001  in cash (as described below) or  by
 the issuance of additional notes in the principal amount of the accrued  and
 unpaid interest at  such Interest Payment  Date and dated  the date of  such
 Interest Payment Date.  Any such additional notes shall have the same  terms
 and conditions as this Note.  Interest payments on this Note will be paid to
 the person who is the Holder of record of this Note as shown on the register
 maintained by Obligor to record the  registration and transfer of the  Notes
 at the close of business on the March 15 or September 15 next preceding each
 Interest Payment  Date.   Interest  shall  accrue from  the  next  preceding
 Interest Payment Date to which interest has been paid on this Note or if  no
 interest has been paid from the date hereof.  Cash payments of principal and
 interest will be made in the money of the United States that at the time  of
 payment is legal tender for payment of public and private debts.  Subject to
 the first  sentence of  this paragraph,  all payments  of principal  of  and
 interest on this Note may be made by check  or wire payable in such money.
 Cash interest  payments may  be made  by check  and mailed  to the  Holder's
 registered address or at such other place as Holder shall notify Obligor  in
 writing.

      1.   Subordination.  Except as hereinafter provided, Obligor and Holder
 agree that the  payment of the  principal amount of  this Note and  interest
 thereon is  subordinated  to  the  prior  payment  in  full  of  all  Senior
 Indebtedness (as hereinafter defined) of Obligor, together with all interest
 and fees thereon.  "Senior Indebtedness" as used in this Note means  (i) the
 principal amount of, premium  (if any) and all  interest, fees and  expenses
 (including attorneys' fees and costs of court) on all indebtedness,  whether
 outstanding on  the date  of this  Note or  hereafter created,  incurred  or
 assumed, and  however  evidenced  (whether  by  a  letter  of  credit,  loan
 agreement, promissory  note  indenture  or similar  instrument),  for  money
 borrowed from any and all banks  and savings and loans and other  depository
 institutions,  finance  companies,  insurance  companies,  trust  companies,
 leasing companies, government agencies and  other persons or entities  which
 regularly engage in commercial or asset-based lending and Paul I. Stevens as
 a lender (collectively  "Senior Creditors"), for  the payment  of which  the
 Obligor is  or becomes  directly or  indirectly liable;  (ii) guarantees  by
 Obligor of indebtedness due to Senior Creditors for borrowed money  incurred
 by subsidiaries  of  Obligor  or  subsidiaries  of  such  subsidiaries;  and
 (iii) the principal amount  of and  all interest  and fees  on any  renewal,
 extension,  refunding,  amendment  or  modifications  of  any  such   Senior
 Indebtedness, including without limitation of the foregoing, purchase  money
 mortgages, mortgages made, given  or guaranteed by  Obligor as mortgagor  or
 guarantor, and assumed or guaranteed mortgages, upon property, but excluding
 any indebtedness to trade creditors or  suppliers on open account for  work,
 labor, services and materials  and excluding any  indebtedness which by  the
 terms of the instrument creating or evidencing the same is stated to be  not
 superior in right of payment to the Notes.

      Subject to the following paragraph, Obligor shall pay and holder  shall
 have the right  to receive  and retain  from Obligor  principal and  accrued
 interest owing hereon so long as Obligor is not in default in respect of any
 of its Senior Indebtedness.

      Upon the happening  of an event  of default which  would permit  Senior
 Creditors to declare Senior  Indebtedness due and  payable and upon  written
 notice thereof  given to  Obligor by  any one  or more  Senior Creditors  (a
 "Default Notice"), then, unless and until  such event of default shall  have
 been cured  or waived  or shall  have ceased  to exist,  Obligor shall  not,
 directly or  indirectly,  pay  any  principal  or  interest  on,  redeem  or
 repurchase  any  of,  the  Notes;  provided,  however,  that  the  foregoing
 provisions of this sentence shall not prevent the making of any such payment
 for more than 120 days after the Default Notice shall have been given unless
 the Senior Indebtedness in respect of which such event of default exists has
 been declared due and payable in its entirety, in which case no such payment
 may be made until  the earliest to  occur of (i)  such declaration has  been
 waived, rescinded or annulled, (ii) such Senior Indebtedness shall have been
 paid in full or (iii) payment thereof shall be duly provided for in cash  or
 in any other manner  satisfactory to such Senior  Creditors.  Any number  of
 Default Notices may  be given;  provided, however,  that not  more than  one
 Default Notice  shall be  given with  respect to  the same  issue of  Senior
 Indebtedness within a period of 360 consecutive days, and no specific  event
 of default which existed or was continuing on the date of any Default Notice
 and was known to the Senior Creditors shall be made the basis for the giving
 of a subsequent Default Notice by the Senior Creditors.

      No rights of any Senior Creditor established in this Section 1 shall at
 any time or in any way  be prejudiced or impaired by  any act or failure  to
 act on the part of Obligor or by any act or failure to act in good faith  by
 any Senior Creditor or by any failure by Obligor to comply with the terms of
 this Note.

      This Note shall  not be secured  by any interest  in any properties  of
 Obligor.

      2.   Events of Default.  Upon the occurrence and during the continuance
 of an Event of Default (as hereinafter defined), other than as described  in
 Subsections  (d)  and  (e)  below,  but  subject  to  any  restrictions  and
 limitations by the  Holder relating to  Senior Indebtedness,  the Holder  of
 this Note shall be entitled, by  written notice to Obligor, to declare  this
 Note to  be,  and upon  such  declaration this  Note  shall be  and  become,
 immediately due and  payable, in addition  to any other  rights or  remedies
 Holder may have under the laws of the  State of Texas.  Upon the  occurrence
 of an Event of Default as described  in Subsections (d) and (e) below,  this
 Note shall  be and  become immediately  due and  payable without  notice  or
 declaration by the Holder.   The  occurrence of any of the following  events
 shall constitute an "Event of Default":

           (a)  Failure to Make Payments When Due.  Failure of Obligor to pay
 any principal,  interest or  other  amount due  under  this Note  when  due,
 whether  at   stated   maturity,  by   required   prepayment,   declaration,
 acceleration, demand or otherwise, and the  failure of Obligor to cure  such
 default within five (5) days after the due date of any such payment; or

           (b)  Breach of  Covenants.    Failure of  Obligor  to  perform  or
 observe any other material term, covenant or agreement on Obligor's part  to
 be performed or observed pursuant to  this Note, and the failure of  Obligor
 to cure such default  within thirty (30) days  after written notice of  such
 default by Holders  owning not less  than twenty-five percent  (25%) of  the
 aggregate principal amount of all Notes then outstanding; or

           (c)  Suspension of Business; Liquidation.  Suspension of the usual
 business activities of  Obligor or the  complete or  partial liquidation  of
 Obligor's business; or

           (d)  Involuntary Bankruptcy, Etc.  (i) A court having jurisdiction
 in the premises  shall enter  a decree  or order  for relief  in respect  of
 Obligor in an involuntary case under Title 11 of the United States Code  (as
 now and hereinafter  in effect, or  any successor  thereto, the  "Bankruptcy
 Code") or any applicable bankruptcy, insolvency or other similar law now  or
 hereafter in  effect, which  decree or  order is  not stayed;  or any  other
 similar relief shall be granted under  any applicable federal or state  law;
 or (ii) an involuntary  case shall be  commenced against  Obligor under  any
 applicable bankruptcy, insolvency or other similar  law now or hereafter  in
 effect; or a decree or order of a court having jurisdiction in the  premises
 for the  appointment  of  a  receiver,  liquidator,  sequestrator,  trustee,
 custodian or other officer having similar powers over Obligor or over all or
 a substantial  part  of  its  property  shall  have  been  entered;  or  the
 involuntary appointment of an interim  receiver, trustee or other  custodian
 of Obligor  for  all  or a  substantial  part  of its  property  shall  have
 occurred; or a  warrant of attachment,  execution or  similar process  shall
 have been issued against  any substantial part of  the property of  Obligor,
 and, in the case of any event described in this clause (d), such event shall
 have continued for sixty (60) days  unless dismissed, bonded or  discharged;
 or

           (e)  Voluntary Bankruptcy,  Etc.   An order  for relief  shall  be
 entered with respect to Obligor or  Obligor shall commence a voluntary  case
 under the Bankruptcy Code or any applicable bankruptcy, insolvency or  other
 similar law now or hereafter in effect, or shall consent to the entry of  an
 order for  relief  in  an involuntary  case,  or  to the  conversion  of  an
 involuntary case to a voluntary case,  under any such law, or shall  consent
 to the appointment of or taking  possession by a receiver, trustee or  other
 custodian for all or  a substantial part of  its property, or Obligor  shall
 make an assignment for the benefit  of creditors; or Obligor shall admit  in
 writing its inability  to pay its  debts as such  debts become  due; or  the
 Board of  Directors  of Obligor  shall  adopt any  resolution  or  otherwise
 authorize action to approve any of the foregoing.

      Notwithstanding the provisions of this Section  2, if this Note is  not
 paid on the Maturity  Date or in the  event that this  Note becomes due  and
 payable before the Maturity Date, the  Holder shall not be entitled to  seek
 any judgement, order, decree or other action from any court or  governmental
 or  administrative   authority,   including  any   insolvency,   bankruptcy,
 receivership, reorganization  or  related  case  or  proceeding,  until  the
 earlier of (i) 90 days after such declaration or (ii) the payment in full of
 all Senior Indebtedness.

      3.   Conversion Rights.  A Holder of  a Note may convert the  principal
 amount of such  Note (or  any portion thereof  equal to  $50,000 or  amounts
 equal to the sum of $50,000 and any integral multiple of $1,000) into shares
 of Series  A  Common  Stock, par  value  $.10  per share,  of  Obligor  (the
 "Conversion Shares") at any time after April 14, 2000 and prior to the close
 of business on March 28, 2003; provided, however, that if the Note is called
 for redemption  pursuant to  Section 4  hereof,  the conversion  right  will
 terminate at the close of business on the business day immediately preceding
 the redemption  date  for such  Note  or such  earlier  date as  the  Holder
 presents such Note for  redemption (unless Obligor  shall default in  making
 the redemption payment when  due, in which case  the conversion right  shall
 terminate at the close  of business on  the date such  default is cured  and
 such Note is redeemed).  The Holder,  at Holder's option and subject to  and
 in compliance with the provisions of this Section 3, may convert any or  all
 of the outstanding  principal on this  Note at the  time of such  conversion
 (the "Conversion Rights") into  a number of Conversion  Shares equal to  the
 result obtained by  dividing the amount  then being converted  by $0.50  per
 share, as adjusted pursuant to this Section 3 (the "Conversion Price").   No
 payment or  adjustment  shall be  made  on  account of  accrued  but  unpaid
 interest upon conversion of this Note.

           (a)  Registration; Conversion Price  Adjustment.    Pursuant to  a
 Registration Rights Agreement of even date with this Note (the "Registration
 Rights Agreement"), Obligor  will use its  reasonable best  efforts to  file
 with the Securities and Exchange  Commission a registration statement  under
 the Securities Act of 1933 covering the resale of the Conversion Shares.  If
 such registration statement  shall not have  been declared effective  within
 120 days after  the date  hereof, the Conversion  Price will  be reduced  to
 $0.40  per  share.  If  such  registration  statement shall  not  have  been
 declared effective within  180 days after  the date  hereof, the  Conversion
 Price will be further reduced  to $0.25 per share  and shall remain at  such
 amount until the Maturity Date.  Notwithstanding the preceding provisions of
 this Subsection 3(a), any Conversion Price adjustment under this  Subsection
 3(a) shall  be subject  to the  Holder's having  executed and  delivered  to
 Obligor  the  Registration  Rights  Agreement  and  performed  all  of   the
 obligations  thereunder  required  to be  performed  by  a  Noteholder.  The
 Conversion Price as  reduced by any  adjustment under  this Subsection  3(a)
 shall be subject to further adjustment under Subsection 3(e) hereof.

           (b)  Manner of Exercising Conversion Rights.  In order to exercise
 the Conversion Rights,  the Holder shall  deliver to  Obligor during  normal
 business hours at the Obligor's address as set forth in Section 8 below, (i)
 the original  of this  Note and  (ii) a  completed and  executed  conversion
 notice in the form  attached.  As  soon as practicable  after the date  (the
 "Conversion Date") on which the Obligor  receives the required documents  in
 proper form  but in  any event  no  later than  fifteen (15)  business  days
 thereafter, Obligor shall issue and deliver to Holder a certificate for  the
 number of whole Conversion  Shares and cash as  provided in Subsection  3(c)
 below, in respect of  any fraction of a  Conversion Share.  Such  conversion
 shall be deemed to have been effected on the Conversion Date, and the Holder
 shall be  deemed  to  have  become  the  holder  of  record  of  the  shares
 represented thereby on  such  date.  Obligor  shall not  be obligated,  upon
 exercise of the Conversion Rights by  Holder, to effect the transfer of  any
 Conversion Shares, or cause any Conversion  Shares to be registered, to  any
 persons or in any name or names other than the Holder.

           (c)  Fraction of a Share.  Obligor shall not be required to  issue
 a fraction of a share or scrip representing fractional shares of  Conversion
 Shares.   If  any fraction  of  a Conversion  Share  would, except  for  the
 provisions of this  Subsection (c), be  issuable on the  conversion of  this
 Note, Obligor shall pay to the Holder a cash payment equal to the equivalent
 fraction of the closing price on the Conversion Date.

           (d)  Obligor to Reserve Stock.  As long as the Holder's Conversion
 Rights are in effect, Obligor shall at all times reserve and keep  available
 out of its authorized but unissued Series A Common Stock, for the purpose of
 effecting the conversion of  this Note, such number  of its duly  authorized
 shares of Series A Common Stock as shall from time to time be sufficient  to
 effect the conversion of  this Note.  Obligor  covenants that all shares  of
 Series A Common Stock which may be issued upon conversion of this Note  will
 upon issue be fully  paid and nonassessable and  free from all taxes,  liens
 and charges with respect to the issue thereof.

           (e)  Additional Conversion Price  Adjustments.   If Obligor  shall
 (i) pay  a  dividend or  make  a distribution  in  shares of  capital  stock
 (whether shares  of Series  A Common  Stock or  capital stock  of any  other
 class), (ii) effect  a stock  split or  subdivide the  outstanding Series  A
 Common Stock, (iii) effect a reverse stock split or combine the  outstanding
 Series A Common Stock  into a smaller  number of shares  or (iv) effect  any
 other reclassification or  recapitalization, then  the number  and types  of
 shares of  capital  stock  into  which this  Note  is  convertible  and  the
 Conversion Price in effect  immediately prior thereto  shall be adjusted  so
 that upon the subsequent conversion of this Note the Holder hereof shall  be
 entitled to  receive the  number and  type  of shares  of capital  stock  of
 Obligor that the Holder  would have owned or  have been entitled to  receive
 after the happening of any of the events described above had this Note  been
 converted immediately prior to the happening  of such event.  An  adjustment
 made pursuant to this paragraph shall become effective immediately after the
 record date  for  any  event  requiring  such  adjustment  or  shall  become
 effective immediately after the  effective date of such  event if no  record
 date is set.

      4.   Redemption.

           (a)  Optional Redemption.  This Note is subject to redemption,  at
 any time after (i) either (A) the registration statement covering the resale
 of the  Conversion Shares  shall be  effective from  the date  of notice  of
 redemption to the redemption date or (B) two years (or such other period  as
 may hereafter be provided in Rule  144(k) under the Securities Act of  1933,
 or any successor rule)  shall have elapsed since  the original date of  this
 Note and (ii) the closing  market price of the  Series A Common Stock  shall
 not have been  less than  $3.00 per  share for  a period  of 20  consecutive
 trading days prior  to the  date of notice  of redemption.   The  redemption
 price of this Note shall be equal to 100% of the principal amount  redeemed,
 plus interest accrued  and unpaid on  the amount redeemed  through the  date
 fixed for redemption (the  "Redemption Date").   The redemption price,  upon
 surrender of this Note or portion thereof, as the case may be, to Obligor at
 its principal office, will be paid by check or wire transfer.

           (b)  Notice of Redemption.  Notice of redemption will be mailed by
 first-class mail at  least 30  days but  not more  than 60  days before  the
 Redemption Date to  each Holder of  Notes to be  redeemed at its  registered
 address.  Notes  in denominations  larger than  $50,000 may  be redeemed  in
 part, but only  in amounts  equal to  the sum  of $50,000  and any  integral
 multiple of $1,000.  On and after the Redemption Date interest will cease to
 accrue on Notes or any portion of the Notes called for redemption.

      5.   Costs and Expenses of Collection.  If this Note is collected by or
 through an attorney at law as a result of a failure of Obligor to pay,  when
 due hereunder,  any payment  of  principal of  and  interest on  this  Note,
 Obligor shall pay all  of Holder's reasonably  incurred costs of  collection
 including, but not limited to, Holder's reasonable attorneys' fees.

      6.   Waivers by Obligor.  The  Obligor waives presentment for  payment,
 protest, notice of dishonor  and protest and consents  to any extensions  of
 time with respect to any payment due under this Note, and to the addition or
 release of any party or of any collateral securing this Note.  No waiver  of
 any payment under this Note shall operate as a waiver of any other payment.

      7.   Effect of Delay or Waiver by Holder.   No delay or failure of  the
 Holder of this Note  in the exercise  of any rights  or remedy provided  for
 hereunder shall be deemed a  waiver of any other  right or remedy which  the
 Holder may have.

      8.   Notices to Obligor.  Any notice  or demand to Obligor shall be  at
 the address as  set forth  on the signature  page of  this Note  and to  the
 Holder as provided to Obligor in the  manner set forth herein, or to  either
 Obligor or the  Holder at  any address  previously furnished  in writing  by
 Obligor or Holder.   Such notice shall  be deemed to  have been received  72
 hours after  its deposit,  postage prepaid,  with the  United States  Postal
 Service, or upon  receipt in  the case of  personal delivery  by courier  or
 otherwise, or  upon  confirmation  of  receipt  if  delivered  by  facsimile
 transmission, provided that  the original thereof  is sent by  mail, in  the
 manner set forth  above, within the  next business day  after the  facsimile
 transmission is sent.

      9.   Governing Law;  Headings.   This  Note is  made  in and  shall  be
 governed by and construed according to the laws of the State of Texas.   The
 Section headings in  this Note  are for  convenience of  reference only  and
 shall not be  considered in, nor  shall they affect,  the interpretation  or
 application of any of the provisions of this Note.

      10.  Transfer, Exchange.   The  Notes are  in registered  form  without
 coupons.  A Holder may  register the transfer of  or exchange Notes only  on
 the books  of the  Obligor maintained  for that  purpose.   The Obligor  may
 require a Holder,  among other things,  to furnish appropriate  endorsements
 and transfer documents and  to pay any taxes  or other governmental  charges
 that may be imposed in relation thereto by law and proof of compliance  with
 all applicable securities laws.

      11.  Persons Deemed Owners.  The Holder of a Note may be treated as the
 owner of the Note for all purposes.

      12.  Recourse  Against  Others.    A  director,  officer,  employee  or
 shareholder, as  such, of  Obligor  shall not  have  any liability  for  any
 obligations of  Obligor under  the Notes  nor  for any  claim based  on,  in
 respect of or by reason of such obligations or their creation. The Holder of
 this Note 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.



                               STEVENS INTERNATIONAL, INC.


                               By: ____________________
                                   George Wiederaenders
                                   Treasurer

                               Address:

                               5700 East Belknap Street
                               Fort Worth, Texas 76117


<PAGE>

                              CONVERSION NOTICE




      To convert this Note into Series A Common Stock, check the box:

      To convert only  part of this  Note, state the  principal amount to  be
 converted (must be $50,000 or an amount equal to the sum of $50,000 and  any
 integral multiple of $1,000): $____________.


                          Your Signature:

 Date: ______________     _______________________________________________
                          (Sign exactly as your name appears on this Note)

                           Name:    _____________________________________
                           Address: _____________________________________




<PAGE>


          CERTIFICATE TO BE DELIVERED UPON REGISTRATION OF TRANSFER

     10% Convertible Subordinated Notes Due March 31, 2003 (the "Notes")
                of Stevens International, Inc. (the "Company")

      This certificate relates to $________________ principal amount of Notes
 owned by  _______________________ (the  "Transferor") to  be transferred  to
 ____________________________________________________________________________
 ___________________________________________________________________________.
 (Insert Transferee's name, address and social security or tax I.D. number)

      The Transferor has requested  the Company to  register the transfer  of
 such Notes.

      In connection with such request and  in respect of each such Note,  the
 Transferor does hereby certify that the Transferor is familiar with transfer
 restrictions relating to the  Notes and the transfer  of such Note is  being
 made pursuant to  an effective registration  statement under the  Securities
 Act of 1933, as amended (the "Securities Act") (check applicable box) or the
 transfer or exchange,  as the case  may be, of  such Note  does not  require
 registration under the Securities Act because (check applicable box):

      [   ]     Such Note  is  being  transferred pursuant  to  an  effective
 registration statement under the Securities Act.

      [   ]     Such Note is being transferred pursuant to and in  compliance
 with an exemption  from the registration  requirements under the  Securities
 Act in accordance  with Rule  144 (or  any successor  thereto) ("Rule  144")
 under the Securities Act.

      [   ]     Such Note is being transferred pursuant to and in  compliance
 with an exemption from the registration  requirements of the Securities  Act
 (other than pursuant to Rule 144), and if Obligor so requests, an opinion of
 counsel satisfactory  to Obligor  to  the effect  that  the transfer  is  in
 compliance with the Securities Act.


 Date: ______________            _________________________
                                 (Signature of Transferor)