<PAGE>

                                                                     Exhibit 4.3

                        [FORM OF FACE OF GLOBAL SECURITY]

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO GLOBAL IMAGING SYSTEMS, INC. (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 IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

          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 (THE "SECURITIES ACT"), 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 REOFFERED, 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.

          THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO 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 OR ANY SUBSIDIARY OR AFFILIATE THEREOF,
(B) FOR SO

                                       1

<PAGE>

LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, 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 WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO THE
REGISTRATION ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

          [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.] /1/

----------
/1/  This paragraph should be included only if the Security is a Restricted
     Security.

                                       2

<PAGE>

                          GLOBAL IMAGING SYSTEMS, INC.
                4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2008

No. A-1
CUSIP: 37934AA D2
Issue Date: May 16, 2003
Principal Amount: $57,500,000.00

          Global Imaging Systems, Inc., a Delaware corporation (the "Company",
which term shall include any successor corporation under the Indenture referred
to on the reverse hereof), promises to pay to Cede & Co., or registered assigns,
the principal sum of FIFTY SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($57,500,000.00) on November 15, 2008 or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Notes on the other side of this Note.

Interest Payment Dates: May 15 and November 15 of each year, commencing on
November 15, 2003

Record Dates: May 1 and November 1 of each year, commencing November 1, 2003

          This Note is convertible as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this Note.

                            [SIGNATURE PAGE FOLLOWS]

                                       3

<PAGE>

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


                                                    GLOBAL IMAGING SYSTEMS, INC.


                                                    By
                                                       -------------------------
                                                       Name:
                                                       Title:

                                       4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          The Bank of New York, as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned Indenture.

                                                    THE BANK OF NEW YORK,
                                                       as Trustee


                                                    By
                                                       -------------------------
                                                       Name:
                                                       Title:

                                       5

<PAGE>

                         REVERSE SIDE OF GLOBAL SECURITY

                          GLOBAL IMAGING SYSTEMS, INC.
                4% Convertible Senior Subordinated Notes due 2008

     1.   Interest

     The Company promises to pay interest on the principal amount of this Note
at the rate of 4% per annum. The Company shall pay interest semiannually on May
1 and November 15 of each year, commencing November 15, 2003. 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 May 16, 2003; provided, however, that if
there is not an 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 interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Any reference herein to interest accrued or payable as of any
date shall include any Additional Interest accrued or payable on such date as
provided in the Registration Rights Agreement.

     2.   Method of Payment

     The Company shall pay interest on this Note (except defaulted interest) to
the person who is the Holder of this Note at the close of business on May 1 or
November 1, as the case may be, next preceding the related interest payment
date. The Holder must surrender this Note to a Paying Agent to collect payment
of principal. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. Notwithstanding the foregoing, so long as this Note is registered
in the name of a Depositary or its nominee, all payments hereon shall be made by
wire transfer of immediately available funds to the account of the Depositary or
its nominee.

     3.   Paying Agent, Registrar and Conversion Agent

     Initially, The Bank of New York (the "Trustee", which term shall include
any successor trustee under the Indenture hereinafter referred to) will act as
Paying Agent, Registrar and Conversion Agent. The Company may change any Paying
Agent, Registrar or Conversion Agent without notice to the Holder. The Company
or any of its Subsidiaries may, subject to certain limitations set forth in the
Indenture, act as Paying Agent or Registrar.

     4.   Indenture, Limitations

     This Note is one of a duly authorized issue of Securities of the Company
and guaranteed by certain subsidiaries of the Company (the "Guarantors"),
designated as its 4% Convertible Senior Subordinated Notes due 2008, issued
under an Indenture dated as of May 16, 2003 (together with any supplemental
indentures thereto, the "Indenture"), among the Company, the Guarantors and the
Trustee. The terms of this Note include those stated in the Indenture and those
required by or made part of the Indenture by reference to the Trust Indenture
Act of 1939,

                                       6

<PAGE>

as amended, as in effect on the date of the Indenture. This Note is subject to
all such terms, and the Holder of this Note is referred to the Indenture and
said Act for a statement of those terms.

     The Notes are senior subordinated obligations of the Company limited to
$57,500,000 aggregate principal amount. The Indenture does not limit other debt
of the Company, secured or unsecured.

     5.   Optional Redemption

     The Notes are subject to redemption, at any time on or after May 20, 2006,
as a whole or from time to time in part, at the election of the Company. The
Redemption Prices (expressed as percentages of the principal amount) are as
follows for Notes redeemed during the periods set forth below:

                            Period                              Redemption Price
-------------------------------------------------------------   ----------------
May 20, 2006 through May 14, 2007............................        101.6%
May 15, 2007 through May 14, 2008............................        100.8%
May 15, 2008 and thereafter..................................          100%

in each case together with accrued interest up to but not including the
Redemption Date; provided that if the Redemption Date falls after an interest
payment record date and on or before an interest payment date, then the interest
will be payable to the Holders in whose names the Notes are registered at the
close of business on the relevant interest payment record dates.

     No sinking fund is provided for the Notes.

     6.   Notice of Redemption

     Notice of redemption will be mailed by first-class mail at least 20 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 $1,000
may be redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued interest, if any, accrued
to, but excluding, the Redemption Date, interest shall cease to accrue on Notes
or portions of them called for redemption.

     7.   Purchase of Notes at Option of Holder Upon a Change in Control

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 30 Business Days after the occurrence of a Change in
Control, at a purchase price equal to 100% of the principal amount thereof
together with accrued interest up to, but excluding, the Change in Control
Purchase Date. The Holder shall have the right to withdraw any Change in Control
Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral
multiple of $1,000 in excess thereof) at any time prior to the

                                       7

<PAGE>

close of business on the Business Day next preceding the Change in Control
Purchase Date by delivering a written notice of withdrawal to the Paying Agent
in accordance with the terms of the Indenture.

     8.   Conversion

     A Holder of a Note may convert the principal amount of such Note (or any
portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into shares of Common Stock at any time prior to the close of business
on November 14, 2008; provided, however, that if the Note is called for
redemption or subject to purchase upon a Change in Control, the conversion right
will terminate at 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, for such Note or such earlier date as the Holder presents such Note
for redemption or purchase (unless the Company shall default in making the
redemption payment or Change in Control Purchase Price, as the case may be, 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 or purchased).

     The initial Conversion Price is $23.892 per share, subject to adjustment
under certain circumstances as provided in the Indenture. The number of shares
of Common Stock issuable upon conversion of a Note is determined by dividing the
principal amount of the Note or portion thereof converted by the Conversion
Price in effect on the Conversion Date. No fractional shares will be issued upon
conversion; in lieu thereof, an amount will be paid in cash based upon the
Closing Price (as defined in the Indenture) of the Common Stock on the Trading
Day immediately prior to the Conversion Date.

     To convert a Note, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Note to a Conversion Agent, (c) furnish appropriate
endorsements and transfer documents if required by a Registrar or a Conversion
Agent and (d) pay any transfer or similar tax, if required. Notes so surrendered
for conversion (in whole or in part) during the period from the close of
business on any regular record date to the opening of business on the next
succeeding interest payment date (excluding Notes or portions thereof called for
redemption or subject to purchase upon a Change in Control on a Redemption Date
or Change in Control Purchase Date, as the case may be, during the period
beginning at the close of business on a regular record date and ending at the
opening of business on the first Business Day after the next succeeding interest
payment date) shall also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such interest payment date
on the principal amount of such Note then being converted, and such interest
shall be payable to such registered Holder notwithstanding the conversion of
such Note, subject to the provisions of this Indenture relating to the payment
of defaulted interest by the Company. If the Company defaults in the payment of
interest payable on such interest payment date, the Company shall promptly repay
such funds to such Holder. A Holder may convert a portion of a Note equal to
$1,000 or any integral multiple thereof.

     A Note in respect of which a Holder had delivered a Change in Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Note may be

                                       8

<PAGE>

converted only if the Change in Control Purchase Notice is withdrawn in
accordance with the terms of the Indenture.

     9.   Conversion Arrangement on Call for Redemption

     Any Notes called for redemption, unless surrendered for conversion before
the close of business on the Business Day immediately preceding the Redemption
Date, may be deemed to be purchased from the Holders of such Notes at an amount
not less than the Redemption Price, together with accrued interest, if any, to,
but not including, the Redemption Date, by one or more investment bankers or
other purchasers who may agree with the Company to purchase such Notes from the
Holders, to convert them into Common Stock of the Company and to make payment
for such Notes to the Paying Agent in trust for such Holders.

     10.  Subordination

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company. The
indebtedness evidenced by the Notes ranks pari passu with all other Senior
Subordinated Indebtedness of the Company and is, to the extent and in the manner
provided in the Indenture, senior in right of payment to all Indebtedness of the
Company that is not Senior Indebtedness or Senior Subordinated Indebtedness of
the Company. Any Holder by accepting this Note agrees to and shall be bound by
such subordination provisions and authorizes the Trustee to give them effect. In
addition to all other rights of Senior Indebtedness described in the Indenture,
the Senior Indebtedness shall continue to be Senior Indebtedness and entitled to
the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

     11.  Denominations, Transfer, Exchange

     The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar 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 or permitted by the Indenture.

     12.  Persons Deemed Owners

     The Holder of a Note may be treated as the owner of it for all purposes.

     13.  Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
written request, subject to applicable unclaimed property law. After that,
Holders entitled to money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

                                       9

<PAGE>

     14.  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 Notes then outstanding, and an existing default or Event
of Default and its consequence or compliance with any provision of the Indenture
or the Notes may be waived in a particular instance with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without the consent of or notice to any Holder, the Company, the
Guarantors and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, provide for additional Guarantors, make changes in
connection with the registration of the Notes and the Guarantees under the
Securities Act and the qualification of the Indenture under the Trust Indenture
Act, cure any ambiguity, defect or inconsistency or make any other change that
does not adversely affect the rights of any Holder.

     15.  Successor Entity

     When a successor corporation assumes all the obligations of its predecessor
under the Notes and the Indenture in accordance with the terms and conditions of
the Indenture, the predecessor corporation (except in certain circumstances
specified in the Indenture) be released from those obligations.

     16.  Defaults and Remedies

     Under the Indenture, an Event of Default includes: (i) default for 30 days
in payment of any interest or Additional Interest on any Notes; (ii) default in
payment of any principal (including, without limitation, any premium, if any) on
the Notes when due; (iii) failure by the Company or a Guarantor for 60 days
after notice to it to comply with any of its other agreements contained in the
Indenture, the Notes or the Guarantees; (iv) the failure of the Company to
provide timely notice of a Change in Control; (v) default in the payment of
certain indebtedness of the Company, a Guarantor or other Subsidiary, if any,
and (vi) the denial or disaffirmation of the Company or any Guarantor that is a
Significant Subsidiary, or by any group of Guarantors that together constitute a
Significant Subsidiary, of any obligations under any Guarantee or if any
Guarantee of a Guarantor that is a Significant Subsidiary, or of any group of
Guarantors that together constitute a Significant Subsidiary, shall cease to be
in full force and effect and (vii) certain events of bankruptcy, insolvency or
reorganization of the Company or any Guarantor that is a Significant Subsidiary,
or by any group of Guarantors that together constitute a Significant Subsidiary,
or other Subsidiary that is a Significant Subsidiary, or group of Subsidiaries
that together constitute a Significant Subsidiary. If an Event of Default (other
than as a result of certain events of bankruptcy, insolvency or reorganization
of the Company) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding may declare all
unpaid principal to the date of acceleration on the Notes then outstanding to be
due and payable immediately, all as and to the extent provided in the Indenture.
If an Event of Default occurs as a result of certain events of bankruptcy,
insolvency or reorganization of the Company, unpaid principal of the Notes then
outstanding shall become due and payable immediately without any declaration or
other act on the part of the Trustee or any Holder, all as and to the extent
provided in the Indenture. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
satisfactory

                                       10

<PAGE>

to it before it enforces the Indenture or the Notes. 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 (except a
default in payment of principal or interest) if it determines that withholding
notice is in their interests. The Company is required to file periodic reports
with the Trustee as to the absence of default.

     17.  Registration Rights

     The Holder of this Note is entitled to the benefits of a Registration
Rights Agreement.

     18.  Trustee Dealings with the Company

     The Bank of New York, the Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from and perform services
for the Company or an Affiliate of the Company, and may otherwise deal with the
Company or an Affiliate of the Company, as if it were not the Trustee.

     19.  No Recourse Against Others

     A director, officer, employee or shareholder, as such, of the Company or of
a Guarantor shall not have any liability for any obligations of the Company or
of a Guarantor under the Notes, the Indenture or the Guarantees, 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.

     20.  Authentication

     This Note shall not be valid until the Trustee or an authenticating agent
manually signs the certificate of authentication on the other side of this Note.

     21.  Abbreviations and Definitions

     Customary abbreviations may be used in the name of the 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 UGMA (= Uniform Gifts to Minors Act).

     All terms defined in the Indenture and used in this Note but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

     22.  Indenture To Control; Governing Law; Waiver of Jury Trial

     In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be

                                       11

<PAGE>

governed by, and construed in accordance with, the laws of the State of New
York, without regard to principals of conflicts of law.

          EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS
SECURITY OR THE TRANSACTION CONTEMPLATED HEREBY AND THEREBY, RESPECTIVELY.

     The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture or the Registration Rights Agreement. Requests
may be made to:

          Global Imaging Systems, Inc.,
          3820 Northdale Boulevard, Suite 200A,
          Tampa, Florida 33624,
          Attention: Raymond Schilling.

                                       12

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  I or we assign and transfer this Note to


--------------------------------------------------------------------------------
              (Insert assignee's Social Security or Tax I.D.Number)

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

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

--------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.

                                       Your Signature:

Date:
      ------------------------         -----------------------------------------
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

*Signature guaranteed by:


By:
    --------------------------

*    The signature must be guaranteed by an institution which is a member of one
     of the following recognized signature guaranty programs: (i) the Securities
     Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
     Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
     or (iv) such other guaranty program acceptable to the Trustee.

                                       13

<PAGE>

                                CONVERSION NOTICE

          To convert this Note into Common Stock of the Company, check the box:
[ ]

          To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a integral multiple of $1,000):
$
 -------------------------

          If you want the stock certificate made out in another person's name,
fill in the form below:

--------------------------------------------------------------------------------
             (Insert assignee's Social Security or Tax I.D. Number)

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

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

                                       Your Signature:

Date:
      ------------------------         -----------------------------------------
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

*Signature guaranteed by:


By:
    --------------------------

*    The signature must be guaranteed by an institution which is a member of one
     of the following recognized signature guaranty programs: (i) the Securities
     Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
     Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
     or (iv) such other guaranty program acceptable to the Trustee.

                                       14

<PAGE>

                         SCHEDULE OF EXCHANGES OF NOTES

     The following exchanges, redemptions, repurchases or conversions of a part
of this global Note have been made:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF THIS GLOBAL NOTE
  FOLLOWING SUCH DECREASE DATE OF      AUTHORIZED SIGNATORY OF   AMOUNT OF DECREASE IN PRINCIPAL   AMOUNT OF INCREASE IN PRINCIPAL
       EXCHANGE (OR INCREASE)            SECURITIES CUSTODIAN       AMOUNT OF THIS GLOBAL NOTE        AMOUNT OF THIS GLOBAL NOTE
------------------------------------   -----------------------   -------------------------------   -------------------------------
<S>                                    <C>                       <C>                               <C>

</TABLE>

                                       15