EXHIBIT 10.5


THIS CONVERTIBLE  SUBORDINATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED.  NO SALE OR  DISPOSITION  MAY BE EFFECTED
EXCEPT IN COMPLIANCE  WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE  REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER,  SATISFACTORY
TO THE COMPANY,  THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT
OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


                        Lifetime Healthcare Services Inc.

                    Convertible Subordinated Promissory Note


Dated: June 16, 2003                              Principal Amount:  $5,500,000
New York, New York



     For Value Received,  the  undersigned,  Lifetime  Healthcare  Services Inc.
(together  with  its  successors  and  assigns,   the  "Company"),   a  Delaware
corporation,  hereby promises to pay to Redwood Investments Associates,  L.P., a
Delaware limited partnership (the "Holder"),  the principal sum of Five Million,
Five Hundred Thousand Dollars ($5,500,000) ("Principal"), together with interest
as set forth below.

     This note (the "Note") is issued in connection with the consummation of the
transactions  described,  and is the " Note"  referred to, in that certain Stock
Purchase  Agreement  dated as of March 21, 2003,  as amended on the date of this
Note,  by and among the  Company,  the Holder and New York  Medical,  Inc.  (the
"Purchase  Agreement"),  and is made subject to the terms and  conditions of the
Purchase  Agreement as if set forth herein below in full. Any  capitalized  term
used herein not otherwise defined shall have the definition  ascribed thereto in
the Purchase Agreement.

     It is hereby  understood and acknowledged  that  immediately  following the
execution  and  delivery  of  this  Note  and   consummation   of   transactions
contemplated  by the Purchase  Agreement;  (i) American  United Global,  Inc., a
Delaware  corporation  ("AUGI"),  will acquire 100% of the capital  stock of the
Company in accordance  with the terms of an agreement and plan of merger,  dated
June  16,  2003  among  AUGI,  the  stockholders  of the  Company  and a  merger
subsidiary  of  AUGI  (the  "AUGI  Merger   Agreement"),   and  (ii)  AUGI  will
unconditionally and irrevocably  guarantee all of the obligations of the Company
under this Note.  All references in this Note to common stock and all rights and
obligations of the Holder to convert all or any portion of this Note into shares
of common stock,  shall mean the  authorized  shares of common stock,  $0.01 par
value per share, of AUGI (the "AUGI Common Stock").

          1. Interest Rate.  Until the  occurrence of an Event of Default,  this
     Note  shall  bear  interest  at the rate of six  percent  (6%)  per  annum,
     computed  on the  basis of a  360-day  year for the  actual  number of days
     elapsed  ("Applicable  Interest Rate").  Upon the occurrence and during the
     continuation  of any Event of  Default,  the unpaid  Principal  due and any
     accrued but unpaid  interest  thereon  under this Note shall bear  interest
     until paid at the Applicable  Interest Rate plus an additional 2% per annum
     (the "Default Interest Rate").

          2. Principal Installment Payments; Payment Method; Prepayment.

               (a) Installment  Payments.  Unless,  and to the extent subject to
          the  mandatory  prepayment  provisions of Section 2(e) of this Note or
          converted  into AUGI Common Stock,  the Principal  amount of this Note
          (and any accrued but unpaid interest  hereon) shall be due and payable
          in eight (8)  consecutive  quarterly  installments of Principal in the
          amounts set forth below, which Principal installments shall be due and
          payable on the first  Business  Day of each fiscal  quarter  (each,  a
          "Payment  Date"),  commencing on March 22, 2004 and ending  January 2,
          2006 (the "Final Maturity Date"):



<PAGE>

                         Payment Date     Principal Amount Due
                         ------------     --------------------

                        March 22, 2004       $ 2,000,000
                          July 1, 2004       $   500,000
                       October 1, 2004       $   500,000
                       January 3, 2005       $   500,000
                          April 3, 2005      $   500,000
                           July 1, 2005      $   500,000
                        October 3, 2005      $   500,000
                        January 2, 2006      $   500,000

     The foregoing Principal  installments shall be deemed reduced to the extent
provided  in  Section  3(c) of this Note or in the event  that the  entire  then
outstanding  Principal amount of this Note shall be  automatically  converted in
accordance  with the  mandatory  conversion  provisions  of Section 3(b) of this
Note.

               (b) Return of Note. Upon payment and/or  reduction (in accordance
          with  Section  3(c)  hereof)  in full of the  Principal  due  (and any
          accrued but unpaid interest thereon),  the Holder shall mark this Note
          "CANCELLED"  and return same to the Company within five (5) days after
          payment is confirmed.  "Business  Day" means any day (other than a day
          which is a Saturday, Sunday or legal holiday in the State of New York)
          on which banks are open for business in New York City.

               (c) Method of Payment.  Payment of Principal due (and any accrued
          but unpaid  interest  thereon) on a Payment  Date shall be made at the
          Holder's  election (except as set forth in Section 3(b) hereof) either
          (i) by check or wire  transfer of  immediately  available  funds to an
          account  designated  by the Holder,  and/or (ii) by conversion of such
          Principal  due (and any  accrued  but unpaid  interest  thereon)  on a
          Payment Date into shares of AUGI Common Stock in  accordance  with the
          terms of Section  3(a)  hereof.  Payment by check  shall be subject to
          collection.  The Holder shall notify AUGI of such election by delivery
          of a written notice, in accordance with Section 3(d), to AUGI at least
          one (1)  Business  Day prior to a Payment  Date and failure to deliver
          such  notice to AUGI  shall  result in a cash  payment  being  made in
          accordance with clause (i) of this Section 2(c).

               (d)  Voluntary  Prepayment.  The  Company or AUGI may pay without
          penalty  or  premium  the  Principal  due and any  accrued  but unpaid
          interest thereon under this Note.

               (e) Mandatory  Prepayment.  Without  limiting the foregoing,  the
          Company and AUGI shall be required to prepay the $2,000,000  Principal
          installment  of this Note due on March 22,  2004 (the  "March 22, 2004
          Principal  Installment")  out of the initial cash proceeds received by
          either the Company or AUGI (net of all applicable  transactions  costs
          and expenses,  including,  without limitation,  brokerage commissions,
          attorneys'  fees and expenses) from the sale of any debt and/or equity
          securities of either the Company or AUGI;  provided,  that the Company
          and/or AUGI shall cause the payment in full of all the  obligations of
          New York  Medical,  Inc.,  under the  Landow  Note prior to making any
          prepayment of the March 22, 2004  Principal  Installment  of this Note
          pursuant to this Section 2.

          3. Conversion into Common Stock.

               (a) Voluntary Conversion. Subject to and upon compliance with the
          provisions  of Sections  3(d) through  3(f) of this Note,  at any time
          commencing thirty (30) consecutive trading days (defined as any day in
          which  shares  of AUGI  Common  Stock  shall be quoted on the NASD OTC
          Bulletin  Board,  Pink Sheets,  Nasdaq Stock Market or on any national
          securities exchange) prior to each Payment Date, the Holder shall have
          the right, at its option,  to convert all or a part of the outstanding
          Principal  (and any accrued but unpaid  interest  thereon) due on such
          Payment  Date into that number of shares of AUGI Common Stock equal to
          the  result  of  dividing  the  Principal  amount  of this  Note to be
          converted (and any accrued but unpaid  interest  thereon) by $4.00 (as
          may be adjusted for stock splits,  stock  dividends,  subdivisions  or
          combinations  of, or similar  transactions  in, the AUGI Common Stock,
          the "Conversion Price").



                                       2
<PAGE>
               (b)  Mandatory  Conversion.  The  Principal  (and any accrued but
          unpaid  interest  thereon)  payable  on  any  Payment  Date  shall  be
          automatically  converted  into that  number  of shares of AUGI  Common
          Stock  calculated  by  dividing  the  Principal  installment  (and any
          accrued but unpaid  interest  thereon)  then  payable on such  Payment
          Date,  by the  Conversion  Price,  if (i) the Common  Stock  Price (as
          defined  below) is equal to or greater  than $4.80 (as may be adjusted
          for stock splits, stock dividends, subdivisions or combinations of, or
          similar  transactions  in,  the  Common  Stock)  for the  thirty  (30)
          consecutive  trading day period  ending on the last trading day before
          such Payment Date,  and (ii) the shares of Common Stock  issuable upon
          such mandatory  conversion have been registered for resale pursuant to
          an effective  registration statement under the Securities Act of 1933,
          as amended, and may be resold by Holder thereunder.

The "Common  Stock Price" shall mean for any day,  with respect to each share in
question,  (i) the last  reported  sale price in the  regular way or, in case no
such sale takes  place on such day,  the  average of the  closing  bid and asked
prices  regular  way,  in either  case as  reported  on the  principal  national
securities  exchange on which such shares are listed or admitted for trading, or
(ii) if the  shares of AUGI  Common  Stock are then not listed or  admitted  for
trading on any such securities  market, the last reported sale price or, in case
no such sale takes place on such day,  the average of the highest  reported  bid
and the lowest  reported  asked  quotation  for the  shares,  in either  case as
reported on the NASDAQ, the OTC Bulletin Board or similar service.

               (c) Reduction of Principal. The Principal due on any Payment Date
          shall  automatically  be reduced by the amount of  Principal  (and any
          accrued  but  unpaid  interest   thereon)  that  has  previously  been
          converted  pursuant to Section 3(a) hereof  during the fiscal  quarter
          ended  on such  Payment  Date.  For  purposes  of the  calculation  of
          interest  payable on this Note,  such reduction of principal  shall be
          deemed to have occurred as of the date of such conversion.

               (d)  Conversion  Mechanics.  In order to exercise  its  voluntary
          conversion rights pursuant to Section 2(c)(ii) or Section 3(a) of this
          Note, the Holder shall deliver a written notice of election to convert
          (the  "Conversion  Notice") setting forth the amount of Principal (and
          any accrued  but unpaid  interest  thereon)  the Holder is electing to
          convert,  duly  completed  and signed,  to AUGI.  Notwithstanding  the
          foregoing,  in the event of mandatory  conversion  pursuant to Section
          3(b) hereof,  regardless  of whether the Holder  delivers a Conversion
          Notice in accordance  with the foregoing  provisions,  each conversion
          shall be deemed to have been effected  immediately  prior to the close
          of business on the  applicable  Payment Date,  and the Holder shall be
          deemed to have  become  the  holder  of  record of the  shares of AUGI
          Common Stock at such time and on such date and such  conversion  shall
          be at the  Conversion  Price in effect at such time,  unless the stock
          transfer books of AUGI shall be closed on the date, in which event the
          Holder  shall be deemed to have  become  such  holder of record at the
          close of  business  on the next  succeeding  day on which  such  stock
          transfer  books  are  open,  and  such  conversion  shall  be  at  the
          Conversion Price in effect on the date such transfer books are open.

               (e) Delivery of Certificate(s).  As promptly as practicable after
          delivery  by the  Holder  of the  Conversion  Notice  and in any event
          within two (2) Business Days after such delivery, AUGI shall issue and
          deliver to the Holder a certificate or certificates  for the number of
          full  shares of AUGI  Common  Stock  and any  fractional  interest  in
          respect of a share of AUGI Common  Stock.  In the event that less than
          the total  Principal  together  with any accrued  but unpaid  interest
          thereon  remaining  under  this  Note is  converted  pursuant  to this
          Section  3,  AUGI   shall,   simultaneously   with  the   issuance  of
          certificates  for  the  shares  of AUGI  Common  Stock  issuable  upon
          conversion of all or part of this Note, cause the Company to issue and
          deliver to the Holder (or in accordance  with the  instructions of the
          Holder) a new Note for the balance of the  Principal not so converted.
          All shares of AUGI Common Stock  delivered  upon  conversion of all or
          part of this Note will upon delivery in accordance with the provisions
          hereof be duly and  validly  issued and fully paid and  nonassessable,
          free of all  liens  and  charges  and not  subject  to any  preemptive
          rights.

               (f)  Fractional   Shares.  No  fractional  shares  or  securities
          representing  fractional  shares of AUGI Common  Stock shall be issued
          upon  conversion of all or part of this Note. Any fractional  interest
          in a share of AUGI Common Stock  resulting  from  conversion of all or
          part of this Note shall be paid in cash (computed to the nearest cent)
          equal to such fraction  multiplied by the Conversion Price on the date
          of such conversion.

               (g) Registration  Rights.  AUGI and the Holder shall enter into a
          mutually  acceptable  "registration  rights" agreement with respect to
          the  right of the  Holder to demand  registration  of the AUGI  Common
          Stock issuable pursuant to this Note in the event such Common Stock is
          then registered pursuant to Section 12 (or have the obligation to file
          reports pursuant to Section 15(d)) of the Exchange Act.

                                       3
<PAGE>


          4. Default; Acceleration.

               (a) Any of the  following  events  shall  constitute  an Event of
          Default under this Note:

                    (i) The failure by the  Company to pay any amounts  required
               to be paid under this Note (less offsets and  suspensions  to the
               extent  permitted under the Purchase  Agreement) on or before the
               applicable  Payment Date or sooner,  if the mandatory  prepayment
               provisions of Section 2(e) shall be applicable;

                    (ii) The  Company  (A)  shall  apply for or  consent  to the
               appointment of a receiver or trustee of the Company's assets; (B)
               shall make a general assignment for the benefit of creditors; (C)
               shall file a petition or other request no matter how  denominated
               ("Petition")  seeking  relief under Title 11 of the United States
               Code  or  under   any   other   federal   or  state   bankruptcy,
               reorganization,  insolvency, readjustment of debt, dissolution or
               liquidation law or statute ("Bankruptcy  Statute"),  or (D) shall
               file an answer  admitting the material  allegations of a Petition
               filed against it in any proceeding under such Bankruptcy Statute;

                    (iii) The Company shall have entered  against the Company an
               order for relief under any Bankruptcy Statute, or

                    (iv) A  Petition  seeking  an order  for  relief  under  any
               Bankruptcy Statute is filed by any one other than the Company and
               without the Company's consent or agreement which is not dismissed
               or stayed  within 60 days after the date of such filing,  or such
               Petition  is not  dismissed  upon  the  expiration  of  any  stay
               thereof.

               (b) Upon the occurrence and during the  continuation of any Event
          of Default, this Note shall be immediately due and payable.

               (c) Until an Event of Default,  this Note shall bear  interest at
          the  Applicable  Interest  Rate and upon an Event of  Default,  unpaid
          Principal due and any accrued but unpaid  interest  thereon under this
          Note shall bear interest until paid at the Default Interest Rate.

          5.  Subordination.  This Note shall at all times be wholly subordinate
     and junior in right of payment to all Senior Indebtedness to the extent and
     in the manner provided in this Section 5.

               (a)  Definitions.  As used in this Section 5, the following terms
          shall have the following meanings:

                    "Corporations"  shall mean any or all of AUGI  and/or any of
               its Subsidiaries (including the Company).

                    "Equity Securities" shall mean (i) any shares of AUGI Common
               Stock or common stock of any other of the Corporations,  (ii) any
               shares of preferred stock of any of the Corporations,  whether or
               not subject to redemption  at the option of the holder,  but only
               to the extent of any such  rights of  mandatory  redemption  that
               occur  following the Final  Maturity Date of this Note, and (iii)
               all secured or unsecured Indebtedness of any of the Corporations,
               but only to the  extent  of any  principal  installments  of such
               Indebtedness  shall be payable  after the Final  Maturity Date of
               this Note.

                    "Indebtedness"  shall have the meaning assigned to that term
               in the Purchase Agreement.

                    "Liens" shall mean any and all mortgages,  pledges, security
               interests, liens, charges or encumbrances on the assets of any of
               the Corporations.

                    "Senior Covenant Default" shall mean any event of default as
               defined  under any agreement  pertaining to Senior  Indebtedness,
               other than a Senior Payment Default.




                                       4
<PAGE>


                    "Senior  Indebtedness"  means all Indebtedness of any of the
               Corporations  up to a maximum  amount  which shall not at any one
               time exceed  $20,000,000 in aggregate  principal amount,  whether
               currently  outstanding or incurred in the future  pursuant to any
               borrowing  by any of the  Corporations  from  one or more  banks,
               commercial financing companies,  insurance companies,  investment
               funds,  similar types of  "mezzanine"  lenders or other  persons,
               firms   or   corporations;   provided,   however,   that   Senior
               Indebtedness   shall  not  be  deemed  to   include   any  Equity
               Securities, even though evidenced by Indebtedness.

                    "Senior  Default" shall mean a Senior  Payment  Default or a
               Senior Covenant Default.

                    "Senior  Payment  Default"  shall  mean any  default  in the
               payment of any Senior Indebtedness.

                    "Subordinated  Indebtedness" shall mean the Principal of and
               interest  on this Note and any other  obligations  of the Company
               and AUGI arising out of this Note,  other than the March 22, 2004
               Principal   Installment   which  is  subject  to  the   mandatory
               prepayment  provisions  of Section  2(e) above,  and shall not be
               deemed Subordinated Indebtedness hereunder.

               (b) General. Except for the March 22, 2004 Principal Installment,
          the  payment  of all  Principal  installments  of  this  Note  and all
          interest  accrued  thereon is subject  and  subordinated  to the prior
          payment  in  full  of all  Senior  Indebtedness  of the  Corporations,
          subject to and in accordance  with the provisions of Section 5 of this
          Note.

     Upon  the   maturity  of  any  Senior   Indebtedness   by  lapse  of  time,
acceleration,  required prepayment or otherwise,  such Senior Indebtedness shall
first be paid in full in cash or in a manner  satisfactory to the payees of such
Senior  Indebtedness,  or such payment duly  provided for in cash or in a manner
satisfactory  to the payees of such Senior  Indebtedness,  before any payment is
made  on  account  of the  Subordinated  Indebtedness  or by  the  Corporations.
Notwithstanding  any provision in Section 5 of this Note to the contrary (i) for
so long as no Senior Default has occurred and is continuing, or would occur as a
result of such a payment,  the  Corporations  may pay and the Holder may receive
and retain all regularly  scheduled  payments of Principal  and interest  (other
than  default  interest)  under  this  Note,  and (ii) for so long as no  Senior
Default has  occurred and is  continuing  or would occur as a result of any such
prepayment,  the  Corporations  may  prepay  this  Note in  accordance  with the
provisions of Section 2 hereof, and the Holder may receive such prepayments.

               (c) Limitation on Payment.

                    (i) Upon  receipt  by the  Corporations  and the Holder of a
               Blockage Notice (as defined below), then unless and until (A) all
               Senior  Defaults that gave rise to the Blockage Notice shall have
               been  remedied  or  effectively  waived or shall  have  ceased to
               exist,  or (B) the Senior  Indebtedness  in respect of which such
               Senior  Defaults shall have occurred shall have been paid in full
               in cash or in a manner  satisfactory to the payees of such Senior
               Indebtedness,  no direct or indirect payment (in cash,  property,
               securities  or by set-off or  otherwise)  of or on account of the
               Principal  of or interest  on this Note or as a sinking  fund for
               this Note or in respect of any redemption,  retirement,  purchase
               or other acquisition of this Note shall be made.  Notwithstanding
               the foregoing, in the case of a Blockage Notice that relates to a
               Senior  Covenant  Default,   the  foregoing   restrictions  shall
               commence upon the  Corporations'  receipt of such Blockage Notice
               and shall expire 270 days thereafter.  Any Principal and interest
               paid  with  respect  to this  Note  prior to the  receipt  of the
               Blockage  Notice in question by the Holder  hereof may be kept by
               such Holder; and

                    (ii) For purposes of this Section 5, a "Blockage  Notice" is
               a notice of a Senior  Default  that in fact has  occurred  and is
               continuing,  given  to the  Corporations  and the  Holder  by the
               payees  of  a  majority  in   principal   amount  of  the  Senior
               Indebtedness then outstanding (or their authorized agent).

     Notwithstanding  any provision  contained herein to the contrary,  once all
Senior  Defaults  which gave rise to the Blockage  Notice in question shall have
been remedied or effectively waived or shall have ceased to exist, or the Senior
Indebtedness  in respect of which such Senior Defaults shall have occurred shall
have been paid in full in cash or in a manner satisfactory to the payees of such
Senior Indebtedness, thereafter (unless another Blockage Period shall then be in
effect)  all  amounts  which  would  have  been  payable  hereunder  but for the
existence of the Blockage Notice delivered with respect to the Senior Default in
question shall be payable in their entirety.




                                       5
<PAGE>

               (d)  Limitation on Remedies.  As long as any Senior  Indebtedness
          remains outstanding,  upon the occurrence of an Event of Default under
          this  Note,  the  Holder  shall  not,  unless the payees of any Senior
          Indebtedness shall have caused such Senior  Indebtedness to become due
          prior to its  stated  maturity  or any Event of  Default  pursuant  to
          Section  4(a)(ii)  through  (iv) of this Note  shall  have  commenced,
          declare or join in any  declaration of this Note to be due and payable
          by  reason of such  Event of  Default  or  otherwise  take any  action
          against the Corporations  (including,  without limitation,  commencing
          any legal action against the  Corporations or filing or joining in the
          filing  of  any  insolvency  petition  against  the  Corporations)  or
          exercise  or  cause  to be  exercised  any  other  contractual  rights
          available to it prior to the  expiration of thirty (30) days after the
          written notice of the Holder's ability to accelerate on account of the
          occurrence  of such Event of Default  (a "Remedy  Notice")  shall have
          been given by the Holder to the Corporations  and, to the extent known
          by the  Holder,  the  payees of the  Senior  Indebtedness  (a  "Remedy
          Standstill Period").

     Notwithstanding  the  foregoing,  the  Remedy  Standstill  Period  shall be
inapplicable  or cease to be effective if the payees of any Senior  Indebtedness
shall have  caused such  Senior  Indebtedness  to become due prior to its stated
maturity or an Event of Default  pursuant to Section 4(a)(ii) through (iv) shall
have occurred.

     Upon the  expiration or termination of any Remedy  Standstill  Period,  the
Holder shall be entitled to exercise any of its rights with respect to this Note
other than any right to accelerate the maturity date of this Note based upon the
occurrence  of any Event of Default in respect  thereto  which has been cured or
otherwise remedied during the Remedy Standstill Period.

               (e) Subordination Upon Certain Events. Upon the occurrence of any
          Event of  Default  with  respect  to the  Corporations  under  Section
          4(a)(ii) through (iv) of this Note:

                    (i)  Upon any  payment  or  distribution  of  assets  of the
               Corporations to creditors of the  Corporations,  payees of Senior
               Indebtedness shall be entitled to receive indefeasible payment in
               full of all obligations  with respect to the Senior  Indebtedness
               before the Holder  shall be  entitled  to receive  any payment in
               respect of the Subordinated Indebtedness.

                    (ii) Until all Senior  Indebtedness  is paid in full in cash
               or  in a  manner  satisfactory  to  the  payees  of  such  Senior
               Indebtedness,  any  distribution  to which  the  Holder  would be
               entitled  but for this  Section 5 shall be made to the  payees of
               Senior Indebtedness,  as their interests may appear,  except that
               the  Holder  may,  pursuant  to a plan  of  reorganization  under
               Chapter 11 of the  Bankruptcy  Code of 1978,  as amended,  or any
               similar provision of any successor  legislation thereto,  receive
               securities that are subordinate to the Senior  Indebtedness to at
               least the same  extent as this Note if  pursuant to such plan the
               distributions  to the  payees of the Senior  Indebtedness  in the
               form of  cash,  securities  or  other  property,  by  set-off  or
               otherwise,  provide for payment of the full amount of the allowed
               claim of the payees of the Senior Indebtedness.

                    (iii) For  purposes of this  Section 5, a  distribution  may
               consist  of cash,  securities  or other  property,  by set-off or
               otherwise.

                    (iv)  Notwithstanding  the  foregoing  provisions of Section
               5(b), (c) or (e), if payment or delivery by the  Corporations  of
               cash, securities or other property to the Holder is authorized by
               an order or decree  giving  effect,  and stating in such order or
               decree that effect is given, to the subordination of this Note to
               the  Senior  Indebtedness,  and  made  by a  court  of  competent
               jurisdiction in a proceeding  under any applicable  bankruptcy or
               reorganization  law, payment or delivery by such the Corporations
               of such cash,  securities or other  property shall be made to the
               Holder in accordance with such order or decree.

               (f) Payments and Distributions Received. If the Holder shall have
          received   any  payment  from  or   distribution   of  assets  of  the
          Corporations   in  respect  of  the   Subordinated   Indebtedness   in
          contravention  of the  terms  of this  Section  5  before  all  Senior
          Indebtedness  is paid in full in cash or in a manner  satisfactory  to
          the payees of such  Senior  Indebtedness,  then and in such event such
          payment or  distribution  shall be received  and held in trust for and
          shall be  promptly  paid  over or  delivered  to the  payees of Senior
          Indebtedness   to  the  extent   necessary  to  pay  all  such  Senior
          Indebtedness in full in cash or in a manner satisfactory to the payees
          of such Senior Indebtedness.


                                       6
<PAGE>



               (g)  Proofs  of  Claim.  If,  while any  Senior  Indebtedness  is
          outstanding,  any Event of Default under Section 4(a)(ii) through (iv)
          of this Note occurs with respect to the Corporations, the Holder shall
          duly and promptly take such action as any payee of Senior Indebtedness
          may  reasonably  request to collect any payment  with  respect to this
          Note for the account of the payees of the Senior  Indebtedness  and to
          file  appropriate  claims or proofs of claim in  respect of this Note.
          Upon the failure of the Holder to take any such action,  each payee of
          Senior Indebtedness is hereby irrevocably authorized and empowered (in
          its own name or otherwise),  but shall have no obligation,  to demand,
          sue for, collect and receive every payment or distribution referred to
          in  respect  of this Note and to file  claims  and proofs of claim and
          take such other action as it may deem  necessary or advisable  for the
          exercise  or  enforcement  of any of the  rights or  interests  of the
          Holder with respect to this Note.

               (h) Subrogation. After all amounts payable under or in respect of
          Senior  Indebtedness  are  paid  in  full  in  cash  or  in  a  manner
          satisfactory  to the payees of such  Senior  Indebtedness,  the Holder
          shall be subrogated to the rights of payees of Senior  Indebtedness to
          receive payments or distributions applicable to Senior Indebtedness to
          the extent  that  distributions  otherwise  payable to the Holder have
          been  applied to the payment of Senior  Indebtedness.  A  distribution
          made  under  this  Section 5 to a payee of Senior  Indebtedness  which
          otherwise  would have been made to the Holder is not,  as between  the
          Corporations  and the Holder,  a payment by the Corporations on Senior
          Indebtedness.

               (i) Relative  Rights.  This Section 5 defines the relative rights
          of the Holder and the payees of Senior  Indebtedness.  Nothing in this
          Section shall: (1) impair, as between the Corporations and the Holder,
          the   obligations  of  the   Corporations,   which  are  absolute  and
          unconditional,  to pay  Principal of and interest  (including  default
          interest) on this Note in  accordance  with its terms;  (2) affect the
          relative rights of the Holder and creditors of the Corporations  other
          than  payees of Senior  Indebtedness  or (3)  prevent  the Holder from
          exercising its available remedies upon an Event of Default, subject to
          the  rights,  if  any,  under  this  Section  5 of  payees  of  Senior
          Indebtedness.

               (j)  Subordination  May Not Be Impaired by the  Corporations.  No
          right  of  any  payee  of  any  Senior  Indebtedness  to  enforce  the
          subordination  of the  Indebtedness  evidenced  by this Note  shall be
          impaired  by any failure to act by the  Corporations  or such payee of
          Senior  Indebtedness  or by the  failure of the  Corporations  or such
          payee to comply with this Note. The provisions of this Section 5 shall
          continue to be effective or be  reinstated,  as the case may be, if at
          any time any payment of any of the Senior Indebtedness is rescinded or
          must  otherwise be returned by any payee of Senior  Indebtedness  as a
          result  of  the  insolvency,   bankruptcy  or  reorganization  of  the
          Corporations or any of its  Subsidiaries  or otherwise,  all as though
          such payment had not been made.

               (k) Payments.  A payment with respect to principal of or interest
          on the Subordinated  Indebtedness shall include,  without  limitation,
          payment of Principal of, and interest on this Note,  any depositing of
          funds for the defeasance of the Subordinated Indebtedness, any sinking
          fund and any payment on account of  mandatory  prepayment  or optional
          prepayment provisions.

               (l) Section Not to Prevent Events of Default. The failure to make
          a payment on account of principal  of or interest on or other  amounts
          constituting  Subordinated  Indebtedness by reason of any provision of
          this Section 5 shall not be construed as preventing  the occurrence of
          an Event of Default under Section 4.

               (m)  Subordination Not Impaired;  Benefit of  Subordination.  The
          Holder  agrees and consents  that without  notice to or assent by such
          Holder,  and without  affecting the liabilities and obligations of the
          Corporations  and the rights and  benefits of the payees of the Senior
          Indebtedness set forth in this Section 5:

                    (i) The obligations and liabilities of the  Corporations and
               any other  party or parties  for or upon the Senior  Indebtedness
               may,  from  time to  time,  be  increased,  renewed,  refinanced,
               extended, modified, amended, restated, compromised, supplemented,
               terminated, waived or released;




                                       7
<PAGE>


                    (ii)   The   payees   of   Senior   Indebtedness,   and  any
               representative or representatives  acting on behalf thereof,  may
               exercise or refrain from  exercising  any right,  remedy or power
               granted by or in connection  with any agreements  relating to the
               Senior Indebtedness; and

                    (iii) Any  balance  or  balances  of funds with any payee of
               Senior  Indebtedness at any time outstanding to the credit of the
               Corporations  may,  from  time to time,  in whole or in part,  be
               surrendered or released;

all  as the  payees  of the  Senior  Indebtedness,  and  any  representative  or
representatives  acting on behalf thereof,  may deem advisable,  and all without
impairing, abridging,  diminishing,  releasing or affecting the subordination of
the Subordinated Indebtedness to the Senior Indebtedness provided for herein.

               (n)  Modification  of Section 5. The provisions of this Section 5
          are  for the  benefit  of the  payees  from  time  to  time of  Senior
          Indebtedness and, so long as any Senior  Indebtedness  remains unpaid,
          may not be modified, rescinded or canceled in whole or in part without
          the  prior   written   consent   thereto   of  all  payees  of  Senior
          Indebtedness.

               (o) Covenants of Holder. Until all of the Senior Indebtedness has
          been fully paid:

                    (i) The Holder shall not hereafter give any subordination in
               respect of this Note.

                    (ii) The Holder shall not release, exchange, extend the time
               of payment of,  compromise,  set off or otherwise  discharge  any
               part of this Note or modify or amend this Note.

                    (iii)  The  Holder  hereby  undertakes  and  agrees  for the
               benefit  of the  payees of  Senior  Indebtedness  that,  upon the
               occurrence  and during the  continuance of a Senior  Default,  it
               shall  take any  actions  reasonably  requested  by any  payee of
               Senior  Indebtedness  to  effectuate  the  full  benefit  of  the
               subordination contained herein.

                    (p) Miscellaneous.

                         (i) To the extent  permitted  by  applicable  law,  the
                    Holder  and the  Corporations  hereby  waive  (1)  notice of
                    acceptance hereof by the payees of the Senior  Indebtedness,
                    and (2) all diligence in the  collection or protection of or
                    realization upon the Senior Indebtedness.

                         (ii) The  Corporations  and the Holder hereby expressly
                    agree that the payees of Senior Indebtedness may enforce any
                    and all rights derived  herein by suit,  either in equity or
                    law, for specific  performance of any agreement contained in
                    this  Section 5 or for  judgment at law and any other relief
                    whatsoever appropriate to such action or procedure.

                         (iii)  The  Holder  acknowledges  and  agrees  that the
                    foregoing subordination  provisions are, and are intended to
                    be,  an  inducement  and a  consideration  to each  payee of
                    Senior  Indebtedness,  whether such Senior  Indebtedness was
                    created or  acquired  before or after the  issuance  of this
                    Note, and each payee of Senior  Indebtedness shall be deemed
                    conclusively   to  have  relied   upon  such   subordination
                    provisions in acquiring  and  continuing to hold such Senior
                    Indebtedness.

          6. Offsets.  All offsets and  suspensions  of payments under this Note
     shall be governed by and made in  accordance  with the Purchase  Agreement;
     provided, however, that the Company shall only be entitled to any offset or
     suspension of payment  under this Note with respect to the last  $2,500,000
     of Principal  due under this Note.  Holder shall not be entitled to convert
     such last  $2,500,000  of Principal due under this Note during the pendency
     of any offset right that has been  exercised  by the Company in  accordance
     with the Purchase Agreement.

          7. Enforcement. All disputes regarding the enforcement or construction
     of this Note shall be resolved in  accordance  with the Purchase  Agreement
     and may not be resolved independently of the enforcement or construction of
     the Purchase Agreement which has been made a part hereof.




                                       8
<PAGE>



          8.  Assignment.  This  Note is not  assignable  by the  Holder  or the
     Company,  and any purported  assignment of this Note shall be null and void
     and of no effect.  Notwithstanding  the  foregoing,  the Company may assign
     this  Note to AUGI or any  other  entity  that is a  parent  or  direct  or
     indirect wholly owned  Subsidiary of the Company  provided that the Company
     remains fully liable for the performance of its obligations hereunder.

          9. Governing Law. This Note and all rights and  obligations  hereunder
     shall be governed by and construed in accordance with the laws of the State
     of New York  applicable to agreements  made and be performed  wholly within
     such State, without regard to such State's conflicts of laws principles.

          10.  Notices.  All  notices,  requests,  demands,  consents  and other
     communications  hereunder ("Notices") shall be in writing, and if addressed
     to the  Company  shall be deemed  to have  been  duly  given on the date of
     delivery,  if  a  Business  Day  and  if  either  personally  delivered  or
     telefaxed, and on the next Business day, if delivered by Federal Express or
     personally  delivered or  telefaxed on a day not a Business  day, or on the
     third  day  after  mailing  if  given  by mail.  Such  mailing  shall be by
     certified or registered mail, return receipt requested.  Such Notices shall
     be addressed to the Company as follows:

          If to the Company:

                            Lifetime Healthcare Services Inc.
                            125 Michael Drive, Suite 104
                            Syosset, New York  11791
                            Facsimile: (516) 837-7036
                            Attn: Robert DePalo


                            with a copy to:

                            Morrison Cohen Singer & Weinstein, LP
                            750 Lexington Avenue
                            New York, NY 10022
                            Facsimile: (212) 735-7808
                            Attn: Robert H. Cohen, Esq.

          If to AUGI:

                            American United Global, Inc.
                            125 Michael Drive, Suite 104
                            Syosset, New York  11791
                            Facsimile: (516) 837-7036
                            Attn: Robert M. Rubin, CEO

                            with a copy to:

                            Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                            101 East 52nd Street
                            New York, NY 10022
                            Facsimile: (212) 980-5192
                            Attn: Stephen A. Weiss, Esq.

                  [Remainder of Page Left Intentionally Blank.]



                                       9
<PAGE>






IN WITNESS  WHEREOF,  the  undersigned  has executed this Note on the date first
above written.


                                  LIFETIME HEALTHCARE SERVICES INC.


                                  By    /s/ Robert DePalo
                                        ------------------------
                                        Name:  Robert DePalo
                                        Title:  President





ACCEPTED AND AGREED TO:

AMERICAN UNITED GLOBAL, INC.



By:      Robert M. Rubin
         ---------------------
         Robert M. Rubin, CEO



                [SIGNATURE PAGE TO SUBORDINATED PROMISSORY NOTE]



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