<PAGE>

                                                                    EXHIBIT 4.19

                                 (Face of Note)

                          10 3/8% SENIOR NOTE DUE 2012

                                                          CUSIP  878483AF3
NO. 1                                                                $35,000,000

                           TECHNICAL OLYMPIC USA, INC.

promises to pay to Cede & Co. or registered assigns, the principal sum of
Thirty-Five Million Dollars ($35,000,000) on July 1, 2012.

Interest Payment Dates: January 1 and July 1, commencing July 1, 2003.

Record Dates: December 15 and June 15.

<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                 TECHNICAL OLYMPIC USA, INC.

                                 By: /s/ Tommy L. McAden
                                     -----------------------------------------
                                     Name:  Tommy L. McAden
                                     Title: Vice President - Finance and
                                            Administration and Chief Financial
                                            Officer

                                 By: /s/ Patricia M. Petersen
                                     ------------------------------------------
                                     Name:  Patricia M. Petersen
                                     Title: Vice President, General Counsel and
                                            Assistant Secretary

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee

By: /s/ Joseph P. O'Donnell
    --------------------------
    Authorized Signatory

Dated April 22, 2003

<PAGE>

                                 (Back of Note)

                          10 3/8% Senior Note due 2012

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY BEFORE THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) UNDER A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A OF THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A 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, (D) UNDER OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) UNDER ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT BEFORE ANY SUCH OFFER, SALE OR TRANSFER UNDER
CLAUSE (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

         THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN

<PAGE>

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST. Technical Olympic USA, Inc., a Delaware corporation
(the "ISSUER"), promises to pay interest on the principal amount of this Note at
10 3/8% per annum until maturity and shall pay Special Interest, if any, as
provided in Section 4 of the Registration Rights Agreement. The Issuer shall pay
interest semi-annually on January 1 and July 1 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each an "INTEREST
PAYMENT DATE"). Interest on the Notes shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from January 1,
2003; provided, however, that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be January 1, 2003. The Issuer shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

         2.       METHOD OF PAYMENT. The Issuer shall pay interest on the Notes
to the Holders at the close of business on the December 15 or June 15 next
preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium, if any, and interest and Special
Interest, if any, at the office or agency of the Issuer maintained for such
purpose within or without the City and State of New York, or, at the option of
the Issuer, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register; provided, however, that
payment by wire transfer of immediately available funds shall be required with
respect to principal of, and interest and Special Interest, if any, and premium,
if any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Issuer or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.The
principal of the Notes shall be payable only upon surrender of any Note at the
Corporate Trust Office of the Trustee or at the specified offices of any other
Paying Agent. If any Interest Payment Date for, or the due date for payment of
the principal of, the Notes is not a Business Day at the place in which it is
presented for payment, the Holder thereof shall not be entitled to payment of
the amount due until the next succeeding Business Day at such place and shall
not be entitled to any further interest or other payment in respect of such
delay.

         3.       PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank
Minnesota, National Association, the Trustee under the Indenture, shall act as
Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar
without notice to any Holder. The Issuer or any of its Subsidiaries may act in
any such capacity.

         4.       INDENTURE. The Issuer issued the Notes under an Indenture
dated as of June 25, 2002 ("INDENTURE") among the Issuer, the guarantors party
thereto (the "SUBSIDIARY GUARANTORS") and the

<PAGE>

Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Issuer unlimited in aggregate
principal amount.

         5.       OPTIONAL REDEMPTION.

         (a) Except as set forth in clauses (b) and (c) of this Section 5, the
Notes will not be redeemable at the option of the Issuer prior to July 1, 2007.
Starting on that date, the Issuer may redeem all or any portion of the Notes, at
once or over time, after giving the required notice under the Indenture. The
Notes may be redeemed at the redemption prices set forth below, plus accrued and
unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date). The following prices are for Notes
redeemed during the 12-month period commencing on July 1 of the years set forth
below, and are expressed as percentages of principal amount:

<TABLE>
<CAPTION>
                                                                         Redemption
Year                                                                       Price
----                                                                     ---------
<S>                                                                      <C>
2007..................................................................    105.188%
2008..................................................................    103.458%
2009..................................................................    101.729%
2010 and thereafter...................................................    100.000%
</TABLE>

         (b)At any time prior to July 1, 2007, the Issuer may redeem, subject to
the terms of the Senior Notes Indenture and its other Senior Debt, all or any
portion of the Notes, at once or over time, after giving the required notice
under the Indenture at a redemption price equal to the greater of:

                           (i)      100% of the principal amount of the Notes to
                  be redeemed, and

                           (ii)     the sum of the present values of (1) the
                  redemption price of the Notes at July 1, 2007 (as set forth in
                  clause (a) of this Section 5) and (2) the remaining scheduled
                  payments of interest from the redemption date to July 1, 2007,
                  but excluding accrued and unpaid interest to the redemption
                  date, discounted to the redemption date at the Treasury Rate
                  plus 50 basis points,

plus, in either case, accrued and unpaid interest, including Special Interest,
if any, to the redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date).

         Any notice to Holders of a redemption pursuant to this clause (b) shall
include the appropriate calculation of the redemption price, but need not
include the redemption price itself. The actual redemption price, calculated as
described in this clause (b), shall be set forth in an Officers' Certificate
delivered to the Trustee no later than two Business Days prior to the redemption
date.

         (c) At any time and from time to time prior to July 1, 2005, the Issuer
may redeem up to a maximum of 35% of the aggregate principal amount of the Notes
(including any Additional Notes) that have been issued under the Indenture on or
after the Issue Date with the proceeds of one or more Equity Offerings, at a
redemption price equal to 110.375% of the principal amount thereof, plus accrued
and unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date); provided, however, that after giving
effect to any such redemption, at least 65% of the aggregate principal amount of
the Notes (including any Additional Notes) that have been issued under the
Indenture on or after the Issue Date

<PAGE>

remains outstanding. Any such redemption shall be made within 75 days of such
Equity Offering upon not less than 30 nor more than 60 days' prior notice.

         (d) Any prepayment pursuant to this Section 5 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 of the Indenture.

         6.       MANDATORY REDEMPTION. The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

         7.       NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

         8.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         9.       PERSONS DEEMED OWNERS. The registered holder of a Note may be
treated as its owner for all purposes.

         10.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes voting as a single class. Without the consent of
any Holder, the Indenture or the Notes may be amended or supplemented to: cure
any ambiguity, omission, defect or inconsistency; provide for the assumption by
a Surviving Person of the obligations of the Issuer under the Indenture or of a
Subsidiary Guarantor under the Indenture or its Subsidiary Guaranty; provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code); add additional Guarantees
with respect to the Notes or to release Subsidiary Guarantors from Subsidiary
Guaranties as provided by the terms of the Indenture; secure the Notes, add to
the covenants of the Issuer for the benefit of the Holders of the Notes or
surrender any right or power conferred upon the Issuer; make any change that
does not adversely affect in any material respect the rights of any Holder of
the Notes under the Indenture; make any change to the subordination provisions
of the Indenture that would limit or terminate the benefits available to any
holder of Senior Debt under such provisions (subject to the consent of such
holders of Senior Debt pursuant to Section 9.03 of the Indenture); comply with
any requirement of the Commission in connection with the qualification of the
Indenture under the TIA; or provide for the issuance of additional Notes in
accordance with the Indenture. No amendment or supplement may be made to the
subordination provisions of this Indenture that adversely affects the rights of
any holder of Senior Debt then outstanding unless the holders of such Senior
Debt (or their Representative) consents to such change.

         11.      DEFAULTS AND REMEDIES. Each of the following is an Event of
Default under the Indenture: (1) failure to make the payment of any interest,
including Special Interest, on the Notes issued under the Indenture when the
same becomes due and payable, and such failure continues for a period of 30
days; (2) failure to make the payment of any principal of, or premium, if any,
on, any of the Notes issued

<PAGE>

under the Indenture when the same becomes due and payable at their Stated
Maturity, upon acceleration, redemption, required repurchase or otherwise; (3)
failure to comply with Section 5.01 of the Indenture; (4) failure to comply with
any other covenant or agreement in the Notes or in the Indenture (other than a
failure that is the subject of the preceding clause (1), (2) or (3)), and such
failure continues for 30 days after written notice is given to the Issuer as
provided in Section 6.01(b) of the Indenture; (5) a default under any Debt
(other than Non-Recourse Debt) by the Issuer or any Restricted Subsidiary that
results in acceleration of the maturity of such Debt, or failure to pay any such
Debt at maturity, in an aggregate amount greater than $10.0 million; (6) any
judgment or judgments for the payment of money in an aggregate amount in excess
of $10.0 million that shall be rendered against the Issuer or any Restricted
Subsidiary and that shall not be waived, satisfied or discharged for any period
of 30 consecutive days during which a stay of enforcement shall not be in
effect; (7) certain events involving bankruptcy, insolvency or reorganization of
the Issuer or any Significant Subsidiary; and (8) any Subsidiary Guaranty
relating to the Notes ceases to be in full force and effect (other than in
accordance with the terms of such Subsidiary Guaranty), or any Subsidiary
Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty
relating to the Notes. A Default under clause (4) is not an Event of Default in
respect of the Notes until the Trustee or the Holders of not less than 25% in
aggregate principal amount of Notes then outstanding notify the Issuer of the
Default, and the Issuer does not cure such Default within the time specified
after receipt of such notice. If any Event of Default (other than under clause
(7)) occurs and is continuing, the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Notes then outstanding may declare all the
Notes to be due and payable. In the case of an Event of Default under clause
(7), all outstanding Notes shall become due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture. In
the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any
Debt described in clause (5), the declaration of acceleration of the Notes shall
be automatically annulled if the holders of any Debt described in clause (5)
have rescinded the declaration of acceleration in respect of such Debt within 30
days of the date of such declaration and if (i) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction, and (ii) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest, including Special Interest, if any) if
it determines that withholding the notice is in the interest of the Holders.
Holders of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the
payment of interest or Special Interest on, or the principal of, the Notes. The
Issuer is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuer is required upon becoming aware of
any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

         12.      TRUSTEE DEALINGS WITH ISSUER. The Trustee in its individual or
any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or any Affiliate of the Issuer with the same rights it
would have if it were not Trustee.

         13.      NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, member, partner or stockholder of the
Issuer or any Subsidiary Guarantor as such, shall have any liability for any
Obligations of the Issuer or any Subsidiary Guarantor under the Notes, the
Indenture or for any claim based on, in respect of, or by reason of, such
Obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

         14.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

<PAGE>

         15.      ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         16.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                  The Issuer shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                  Technical Olympic USA, Inc.
                  4000 Hollywood Blvd. Suite 500 N
                  Hollywood, Florida 33021
                  Attention: General Counsel

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)
and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
________________________________________________________________________________

Date: ______________
                                    Your Signature:_____________________________
                                    (Sign exactly as your name appears on the
                                    face of this Note)

                                    Signature Guarantee:________________________

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuer pursuant
to Section 4.09, 4.13 or 4.17 of the Indenture, check the box below:

[ ]      Section 4.09          [ ]      Section 4.13       [ ]      Section 4.17

         If you want to elect to have only part of the Note purchased by the
Issuer pursuant to Section 4.09, 4.13 or Section 4.17 of the Indenture, state
the amount you elect to have purchased: $___________

Date:______________________      Your
Signature:_____________________
                                 (Sign exactly as your name appears on the Note)

                                 Soc. Sec. or Tax Identification
No.:________________

Signature Guarantee:____________________________________________________________
                           (Signature must be guaranteed by a financial
                           institution that is a member of the Securities
                           Transfer Agent Medallion Program ("STAMP"), the Stock
                           Exchange Medallion Program ("SEMP"), the New York
                           Stock Exchange, Inc. Medallion Signature Program
                           ("MSP") or such other signature guarantee program as
                           may be determined by the Registrar in addition to, or
                           in substitution for, STAMP, SEMP or MSP, all in
                           accordance with the Securities Exchange Act of 1934,
                           as amended.)

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of an interest in this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of an
interest in another Global Note or Definitive Note for an interest in this
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                            Amount of                                 of this Global Note       Signature of
                           decrease in         Amount of increase       following such      authorized signatory
                        Principal Amount      in Principal Amount        decrease (or           of Trustee or
Date of Exchange       of this Global Note    of this Global Note          increase)           Note Custodian
----------------       -------------------    -------------------          ---------           --------------
<S>                    <C>                    <C>                     <C>                   <C>
</TABLE>