<PAGE>

                                  EXHIBIT 4.3

                   FORM OF 10% CONVERTIBLE SUBORDINATED NOTE
<PAGE>

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS
NOTE, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT
THIS NOTE MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.


                             Westwood Corporation

                       10% Convertible Subordinated Note



$************                                                       No. -***-
                                                            December 23, 1999


     Westwood Corporation, a Nevada corporation (the "Company"), for value
received, hereby promises to pay to _________________________________________,
with an address at ________________________________________________________, or
registered assigns (the "Holder"), the principal amount of ____________________
Dollars ($______________________) together with accrued and unpaid interest
thereon on the Maturity Date (as defined below). The unpaid principal balance of
this 10% Convertible Subordinated Note (this "Note") shall bear interest at the
Applicable Rate (as hereinafter defined) (calculated on the basis of a year of
365 or 366 days, as applicable).

     In no event shall any interest to be paid hereunder exceed the maximum rate
permitted by law.  In any such event, this Note shall automatically be deemed
amended to permit interest charges at an amount equal to, but no greater than,
the maximum rate permitted by law.

     This Note was issued by the Company pursuant to a certain Confidential
Private Offering Memorandum dated December 21, 1999.  This Note is one of a duly
authorized series of notes of the Company designated as its "10% Convertible
Subordinated Notes," and are referred to hereafter as the "Subordinated Notes."

                                      -1-
<PAGE>

     Section 1.  Definitions.
                 -----------

     As used in this Note, the following terms, unless the context otherwise
requires, have the following meaning:

     "Applicable Rate" means ten percent (10%) per annum.
      ---------------

     "Business Day" means any day which is not a Saturday or Sunday and is not a
      ------------
day on which banking institutions are generally authorized or obligated to close
in Tulsa, Oklahoma.

     "Capital Stock" means with respect to any person any and all shares,
      -------------
interests, participations or other equivalents (however designated) of corporate
stock, including each class of common stock and preferred stock of such person.

     "Closing Price" with respect to a particular security on any Trading Day
      -------------
shall mean the last reported sales price, regular way, for such security on such
Trading Day, or, in case no sale takes place on such day, the average of the
closing bid and ask prices, regular way, on such Trading Day, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which such
security is listed or admitted to trading or, if such security is not listed or
admitted to trading on any national securities exchange, the last quoted price
as reported by the Nasdaq Stock Market or such other system then in use.

     "Common Stock" means the Company's common stock, par value $.003 per share.
      ------------

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
      ------------

     "Holder" shall have the meaning set forth in the first paragraph (other
      ------
than the legend) of this Note and, if the context requires, any person in whose
name a Subordinated Note is registered on the Note Register.

     "Indebtedness" means with respect to any person (i) any liability (A) for
      ------------
borrowed money, (B) evidenced by a note, debenture, bond or other instrument of
indebtedness (including, without limitation, a purchase money obligation),
including any given in connection with the acquisition of property, assets or
services, or (C) for the payment of rent or other amounts relating to
capitalized lease obligations; (ii) any liability of others described in the
preceding clause which such person has guaranteed or which is otherwise its
legal liability; and (iii) any modification, renewal, extension, replacement or
refunding of any such liability described in the preceding clauses (i) or (ii);
provided, that Indebtedness does not include any obligation incurred in
connection with the purchase of assets, materials or services in the ordinary
course of business (including, without limitation, trade payables).

     "Issuance Date" means December 21, 1999.
      -------------

                                      -2-
<PAGE>

     "Maturity Date" means December 21, 2004.
      -------------

     "Note Register" means a register of the Subordinated Notes and of their
      -------------
transfer and exchange.

     "person" means any individual, corporation, partnership, joint venture,
      ------
association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.

     "Representative" means the indenture trustee or other trustee, agent or
      --------------
representative for an issue of Senior Indebtedness.

     "Senior Indebtedness" means the principal of, premium, if any, and interest
      -------------------
on the Indebtedness owed to any bank, insurance company or other financial
institutions or institutional lenders.

     "subsidiary" of any person means (i) a corporation a majority of whose
      ----------
Capital Stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such person, by one
or more subsidiaries of such person or by such person and one or more
subsidiaries of such person or (ii) any other person (other than a corporation)
in which such person, a subsidiary of such person or such person and a
subsidiary of such person, directly or indirectly, at the date of determination
thereof, has at least a majority ownership interest.

     "Trading Day" with respect to any security means (i) if such security is
      -----------
listed or admitted for trading on any national securities exchange, a day on
which such national securities exchange is open for trading, or (ii) if such
security is not listed or admitted to trading on any national securities
exchange, a Business Day.


     Section 2.  Payments; Exchange.
                 ------------------

     2.01  Principal and Interest.  Principal of, and accrued and unpaid
           ----------------------
interest on, this Note shall be due and payable in full on the Maturity Date.
Interest on this Note shall accrue from the Issuance Date and shall be payable
semi-annually in arrears on the 30th day of each December and June during the
term hereof, commencing June 30, 2000.  All payments on this Note shall be
applied first to accrued interest hereon and the balance to the payment of
principal hereof.  If the Maturity Date or any interest payment date would fall
on a day that is not a Business Day, the payment due on the Maturity Date or
interest payment date will be made on the next succeeding Business Day with the
same force and effect as if made on the Maturity Date or interest payment date,
as the case may be.  If the Company shall fail to pay in full any amount
required to be paid under this Note, whether principal, interest, or any other
amount, or in the event of acceleration of this Note, then, for so long as such
amount or any other payment is in arrears, such amount

                                      -3-
<PAGE>

shall bear interest at the rate of 12% per annum, compounded monthly until
payment in full of such amount has been made.

     2.02  Optional Redemption.  This Note is subject to redemption at any time
           -------------------
or from time to time, on or after November 30, 2001, as a whole or in part, at
the election of the Company, at a redemption price of 100% of the unpaid
principal amount thereof, together with accrued interest to the redemption date
if the Closing Price of the Company's Common Stock shall have at any time
following the Issuance Date exceeded $2.50 for a period of 30 consecutive
Trading Days.  Notice of redemption will be mailed at least 30 but not more than
60 days before the redemption date to the Holder of this Note to be redeemed in
accordance with Section 6.01, at which time the Company's obligation to redeem
this Note shall be absolute and unconditional.  On and after the redemption date
interest will cease to accrue on Notes or portions of them called for
redemption.

     2.03  Method of Payment.  Payments of principal and interest on this Note
           -----------------
shall be made by check sent to the Holder's address set forth above or to such
other address as the Holder may designate for such purpose from time to time by
written notice to the Company, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

     2.04  Waiver of Demand, etc.  The obligations to make the payments provided
           ---------------------
for in this Note are absolute and unconditional and not subject to any defense,
set-off, counterclaim, rescission, recoupment, or adjustment whatsoever. The
Company hereby expressly waives demand and presentment for payment, notice of
nonpayment, notice of dishonor, protest, notice of protest, bringing of suit,
and diligence in taking any action to collect any amount called for hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing hereon, regardless of and without any notice, diligence, act, or
omission with respect to the collection of any amount called for hereunder.


     Section 3.  Events of Default.
                 -----------------

     The occurrence of any of the following events shall constitute an event of
default (an "Event of Default"):

          (a) A default in the payment of the principal or interest on this
     Note, when and as the same shall become due and payable, whether at
     maturity, by acceleration or otherwise, and continuance of such default for
     a period of ten days after receipt of notice from the Holder as to such
     default.

          (b) A default in the performance, or a breach, of any covenant or
     agreement of the Company in this Note and continuance of such default or
     breach for a period of 30 days after receipt of notice from the Holder as
     to such breach or after the Company had or should have had knowledge of
     such breach.

                                      -4-
<PAGE>

          (c) The entry of a decree or order by a court having jurisdiction
     adjudging the Company a bankrupt or insolvent, or approving a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company, under federal bankruptcy law, as now or hereafter
     constituted, or any other applicable federal or state bankruptcy,
     insolvency or other similar law, and the continuance of any such decree or
     order unstayed and in effect for a period of 60 days; or the commencement
     by the Company of a voluntary case under federal bankruptcy law, as now or
     hereafter constituted, or any other applicable federal or state bankruptcy,
     insolvency, or other similar law, or the consent by it to the institution
     of bankruptcy or insolvency proceedings against it, or the filing by it of
     a petition or answer or consent seeking reorganization or relief under
     federal bankruptcy law or any other applicable federal or state law, or the
     consent by it to the filing of such petition or to the appointment of a
     receiver, liquidator, assignee, trustee, sequestrator or similar official
     of the Company or of any substantial part of its property, or the making by
     it of an assignment for the benefit of creditors, or the admission by it in
     writing of its inability to pay its debts generally as they become due, or
     the taking of corporate action by the Company in furtherance of any such
     action.


     Section 4.  Remedies upon Default.
                 ---------------------

     4.01  Acceleration.  Upon the occurrence of an Event of Default referred to
           ------------
in Section 3(d), the principal amount then outstanding of, and the accrued
interest on, this Note shall automatically become immediately due and payable
without presentment, demand, protest or other formalities of any kind, all of
which are hereby expressly waived by the Company.  Upon the occurrence of an
Event of Default other than one referred to in Section 3(d), the Holder, by
notice in writing given to the Company, may declare the entire principal amount
then outstanding of, and the accrued interest on, this Note to be due and
payable immediately, and upon any such declaration the same shall become and be
due and payable immediately, without presentation, demand, protest or other
formalities of any kind, all of which are expressly waived by the Company.

     4.02  Institution of Actions.  The Holder may institute such actions or
           ----------------------
proceedings in law or equity as it shall deem expedient for the protection of
its rights and may prosecute and enforce its claims against all assets of the
Company, and in connection with any such action or proceeding shall be entitled
to receive from the Company payment of the principal amount of this Note plus
accrued interest to the date of payment plus reasonable expenses of collection
including, without limitation, attorney's fees and expenses.

                                      -5-
<PAGE>

     Section 5.  Transfer.
                 --------

     5.01  Transfer of Notes.  Any Notes issued upon the transfer of this Note
           -----------------
shall be numbered and shall be registered in a Note Register as they are issued.
The Company shall be entitled to treat the registered holder of any Note on the
Note Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such Note on
the part of any other person, and shall not be liable for any registration or
transfer of Notes which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith.  This Note shall be transferable
only on the books of the Company upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment, or authority to transfer.  In all
cases of transfer by an attorney, executor, administrator, guardian, or other
legal representative, duly authenticated evidence of his or its authority shall
be produced.  Upon any registration of transfer, the Company shall deliver a new
Note or Notes to the person entitled thereto.  This Note may be exchanged, at
the option of the Holder thereof, for another Note, or other Notes of different
denominations, of like tenor and representing in the aggregate a like principal
amount, upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Notes to be transferred on its books to any person if, in the opinion of counsel
to the Company, such transfer does not comply with the provisions of the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder.

     5.02  Acknowledgment.  The Holder acknowledges that he has been advised by
           --------------
the Company that this Note has not been registered under the Act, that this Note
is being or has been issued on the basis of the statutory exemption provided by
Section 4(2) of the Act or Regulation D promulgated thereunder, or both,
relating to transactions by an issuer not involving any public offering, and
that the Company's reliance thereon is based in part upon the representations
made by the original Holder in the Subscription Agreement relating hereto.  The
Holder acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Act and the rules
and regulations thereunder on the transfer of securities.  In particular, the
Holder agrees that no sale, assignment or transfer of the Note shall be valid or
effective, and the Company shall not be required to give any effect to any such
sale, assignment or transfer, unless (i) the sale, assignment or transfer of the
Note is registered under the Act, it being understood that this Note is not
currently registered for sale and that the Company has no obligation or
intention to so register this Note, or (ii) this Note is sold, assigned or
transferred in accordance with all the requirements and limitations of Rule 144
under the Act, it being understood that Rule 144 is not available at the time of
the original issuance of this Note for the sale of the Note and that there can
be no assurance that Rule 144 sales will be available at any subsequent time, or
(iii) such sale, assignment, or transfer is otherwise exempt from registration
under the Act.  The Holder of this Note and each transferee hereof further
agrees that if any sale, assignment or transfer of this Note is proposed to be
made by them otherwise than by delivery of

                                      -6-
<PAGE>

a prospectus meeting the requirements of Section 10 of the Act, such action
shall be taken only after submission to the Company of an opinion of counsel,
which counsel and opinion are reasonably satisfactory to the Company, to the
effect that the proposed distribution will not be in violation of the Act or of
applicable state law.


     Section 6.  Miscellaneous.
                 -------------

     6.01  Notices.  Any notice or other communication required or permitted to
           -------
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, Express Mail or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex or similar telecommunications equipment) against receipt to the party to
whom it is to be given, (i) if to the Company, at its address at 12402 East 60th
Street, Tulsa, Oklahoma 74146, Attention:  Chief Executive Officer, Fax (918)
294-0540, (ii) if to the Holder, ____________________________ at the address at
___________________________________ ____________________________, fax (_____)
______________, or (iii) in either case, to such other address as the party
shall have furnished in writing in accordance with the provisions of this
Section 6.01.  Notice to the estate of any party shall be sufficient if
addressed to the party as provided in this Section 6.01.  Any notice or other
communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof.  Any notice given by other
means permitted by this Section 6.01 shall be deemed given at the time of
receipt thereof.

     6.02  Replacement Note.  Upon receipt of evidence satisfactory to the
           ----------------
Company of the loss, theft, destruction or mutilation of this Note (and upon
surrender of this Note if mutilated), and upon reimbursement of the Company's
reasonable incidental expenses, the Company shall execute and deliver to the
Holder a new Note of like date, tenor and denomination.

     6.03  No Waiver, etc.  No course of dealing and no delay or omission on the
           --------------
part of the Holder in exercising any right or remedy shall operate as a waiver
thereof or otherwise prejudice the Holder's rights, powers or remedies.  No
right, power or remedy conferred by this Note upon the Holder shall be exclusive
of any other right, power or remedy referred to herein or now or hereafter
available at law, in equity, by statute or otherwise, and all such remedies may
be exercised singly or concurrently.

     6.04  Waiver and Amendment.
           --------------------

          (a) The Company may amend or supplement this Note with the written
     consent of the Holder.  It shall not be necessary for the consent of the
     Holder under this Section 6.04 to approve the particular form of any
     proposed amendment or supplement, but it shall be sufficient if such
     consent approves the substance thereof.

                                      -7-
<PAGE>

          (b) Subject to Section 4.01 and subparagraph (a) above, the Holder by
     written notice to the Company may waive any past default or Event of
     Default and its consequences.  When a default or Event of Default is
     waived, it is cured and ceases.

     6.05  Choice of Law.  This Note has been negotiated and consummated in the
           -------------
State of Oklahoma and shall be governed by and construed in accordance with the
laws of the State of Oklahoma, without giving effect to conflict of laws.


     Section 7.  Subordination.

     7.01  Agreement to Subordinate.  The Company agrees, and the Holder by
           ------------------------
accepting this Note agrees, that the indebtedness evidenced by this Note and all
of the Subordinated Notes is subordinated in right of payment, to the extent and
in the manner provided in this Section 7, to the prior payment in full of all
Senior Indebtedness, and that such subordination is for the benefit of the
holders of Senior Indebtedness.

     7.02  Liquidation; Dissolution; Bankruptcy.  Upon any distribution of cash,
           ------------------------------------
securities or other property to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property:

          (a) holders of Senior Indebtedness shall be entitled to receive
     payments in full in cash of the principal of and interest (including
     interest accruing after the commencement of any such proceeding) to the
     date of payment on the Senior Indebtedness before Holders shall be entitled
     to receive any payment of principal of or interest on this Note; and

          (b) until the Senior Indebtedness is paid in full in cash, any
     distribution to which Holders would be entitled but for this Section shall
     be made to holders of Senior Indebtedness as their interests may appear,
     except that Holders may receive securities that are subordinated to Senior
     Indebtedness to at least the same extent as the Subordinated Notes.

     7.03  Default on Senior Indebtedness.  The Company may not pay principal of
           ------------------------------
or interest on the Subordinated Notes and may not acquire any Subordinated Notes
for cash or property other than Capital Stock of the Company if:

          (a) a default on Senior Indebtedness occurs and is continuing that
     permits holders of such Senior Indebtedness to accelerate its maturity, and

          (b) (i) such default is the subject of judicial proceedings or (ii)
     the Company receives notice of such defaults.  If the Company receives any
     such notice (which may be given only by a Representative or a holder of an
     issue of Senior Indebtedness that has no

                                      -8-
<PAGE>

     Representative), a similar notice received within 365 days thereafter
     relating to the same default on the same issue of Senior Indebtedness shall
     not be effective for purposes of this Section.

     The Company may resume payment on the Subordinated Notes and may acquire
them when:

          (1) such default is cured or waived, or

          (2) 180 days pass after the notice is given if the default is not the
     subject of judicial proceedings,

if this Section otherwise permits the payment or acquisition at that time.

     7.04  Acceleration of Notes.  If payment of the Subordinated Notes is
           ---------------------
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Indebtedness of the acceleration.

     7.05  When Distribution Must be Paid Over.  If a distribution is made to
           -----------------------------------
Holders that because of this Section should not have been made to them, the
Holders who receive the distribution shall hold it in trust for holders of
Senior Indebtedness and pay it over to them as their interests may appear.

     7.06  Subrogation.  After all Senior Indebtedness is paid in full and until
           -----------
the Subordinated Notes are paid in full, Holders shall be subrogated to the
rights of holders of Senior Indebtedness to receive distributions applicable to
Senior Indebtedness to the extent that distributions otherwise payable to the
Holders have been applied to the payment of Senior Indebtedness.  A distribution
made under this Section to holders of Senior Indebtedness which otherwise would
have been made to Holders is not, as between the Company and Holders, a payment
by the Company on Senior Indebtedness.

     7.07  Relative Rights.  This Section defines the relative rights of Holders
           ---------------
and holders of Senior Indebtedness.  Nothing in this Note shall:

          (a) impair, as between the Company and Holders, the obligation of the
     Company, which is absolute and unconditional, to pay principal of and
     interest on the Subordinated Notes in accordance with their terms;

          (b) affect the relative rights of Holders and creditors of the Company
     other than holders of Senior Indebtedness; or

                                      -9-
<PAGE>

          (c) prevent any Holder from exercising its available remedies upon a
     default, subject to the rights of holders of Senior Indebtedness to receive
     distributions otherwise payable to Holders.

     If the Company fails because of this Section to pay principal of or
interest on a Subordinated Note on the due date, the failure is still a default.

     7.08  Subordination May Not Be Impaired by Company.  No right of any holder
           --------------------------------------------
of Senior Indebtedness to enforce the subordination of the indebtedness
evidenced by the Subordinated Notes shall be impaired by any act or failure to
act by the Company or by its failure to comply with this Note.

     7.09  Distribution or Notice to Representative.  Whenever a distribution is
           ----------------------------------------
to be made or a notice given to holders of Senior Indebtedness, the distribution
may be made and the notice given to their Representative.


     Section 8.  Conversion.

     8.01  Conversion Privilege; Procedure.  The Holder may convert this Note
           -------------------------------
into Common Stock of the Company at any time before the close of business on the
Maturity Date.  If the Note is called for redemption, the Holder may convert
this Note at any time before the close of business on the redemption date.  The
initial conversion price is $1.00 per share (the "Conversion Price"), subject to
adjustment as provided herein.  To determine the number of shares of Common
Stock issuable upon conversion of a Note (the "Conversion Shares"), divide the
principal amount to be converted by the Conversion Price in effect on the
conversion date.  Round the result to the nearest l/l00th of a share.

     Upon conversion of this Note, all accrued and unpaid interest thereon shall
be immediately due and payable in cash .

     To convert this Note, a Holder must (1) complete and sign the conversion
notice on the back of the Note, (2) surrender the Note to the Company, (3)
furnish appropriate endorsements and transfer documents if required by the
Company, and (4) pay any transfer or similar tax if required.  A Holder may
convert a portion of this Note if the portion is $1,000 or a whole multiple of
$1,000.  In the case of any Note which is surrendered for conversion only in
part, the Company shall execute and deliver to the Holder of such Note, without
service charge, a new Note or Notes of any authorized denomination or
denominations as requested by such Holder in aggregate principal amount equal to
the unconverted portion of the principal of the Note so surrendered.

     If the last day on which this Note may be converted is not a Business Day,
this Note may be surrendered to the Company on the next succeeding day that is a
Business Day.

                                      -10-
<PAGE>

     8.02  Reservation of Common Stock; Registration Rights.  The Company shall
           ------------------------------------------------
at all times reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of the
Subordinated Notes, such number of shares of Common Stock as shall, from time to
time, be sufficient therefor.  The Company covenants that all shares of Common
Stock issuable upon conversion of Subordinated Notes, upon receipt by the
Company of the Note surrendered for conversion, shall be validly issued, fully
paid, non assessable, and free of preemptive rights.

     8.03  Adjustment for Change in Capital Stock.  In case the Company shall at
           --------------------------------------
any time after the Issuance Date (i) pay a dividend or make a distribution on
the outstanding Common Stock payable in shares of Common Stock or other shares
of its Capital Stock, (ii) subdivide the outstanding Common Stock into a greater
number of shares, (iii) combine the outstanding Common Stock into a smaller
number of shares, or (iv) issue any shares of its capital stock by
reclassification of the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
corporation), then, in each case, the Conversion Price, and the number of
Conversion Shares issuable upon conversion of this Note, in effect immediately
prior to such action shall be adjusted so that the Holder of a Note thereafter
converted may receive the number of shares of Common Stock of the Company which
such Holder would have owned immediately following such action if such Holder
had converted the Note immediately prior to such action.  The adjustment shall
become effective immediately after the record date in the case of a dividend or
distribution and immediately after the effective date in the case of a
subdivision, combination or reclassification.  Such adjustment shall be made
successively whenever any event listed above shall occur.

     8.04  Notice of Adjustment.  Whenever there shall be an adjustment as
           --------------------
provided in this Section 8, the Company shall promptly cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
address as it shall appear in the Note Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Conversion
Shares purchasable upon the conversion of this Note and the Conversion Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment and the computation thereof, which officer's certificate shall
be conclusive evidence of the correctness of any such adjustment absent manifest
error.

     8.05  Fractional Shares.  The Company shall not be required to issue
           -----------------
fractions of shares of Common Stock or other capital stock of the Company upon
the conversion of this Note.  If any fraction of a share would be issuable on
the conversion of this Note (or specified portions thereof), the Company will
deliver its check for the value of the fractional share.  The value of the
fractional share is determined as follows:  multiply the Conversion Price in
effect on the date of conversion of this Note by the fraction, round the result
to the nearest cent.

                                      -11-
<PAGE>

     8.06  Consolidation; Merger; Reclassification.
           ---------------------------------------

          (a) In case of any consolidation with or merger of the Company with or
     into another corporation (other than a merger or consolidation in which the
     Company is the surviving or continuing corporation), or in case of any
     sale, lease, or conveyance to another corporation of the property and
     assets of any nature of the Company as an entirety or substantially as an
     entirety, such successor, leasing, or purchasing corporation, as the case
     may be, shall (i) execute with the Holder an agreement providing that the
     Holder shall have the right thereafter to receive upon conversion of this
     Note solely the kind and amount of shares of stock and other securities,
     property, cash, or any combination thereof receivable upon such
     consolidation, merger, sale, lease, or conveyance by a holder of the number
     of shares of Common Stock into which this Note might have been converted
     immediately prior to such consolidation, merger, sale, lease, or conveyance
     and (ii) make effective provision in its certificate of incorporation or
     otherwise, if necessary, to effect such agreement.  Such agreement shall
     provide for adjustments which shall be as nearly equivalent as practicable
     to the adjustments in Section 8.

          (b) In case of any reclassification or change of the shares of Common
     Stock issuable upon conversion of this Note (other than a change in par
     value or from no par value to a specified par value, or as a result of a
     subdivision or combination, but including any change in the shares into two
     or more classes or series of shares), or in case of any consolidation or
     merger of another corporation into the Company in which the Company is the
     continuing corporation and in which there is a reclassification or change
     (including a change to the right to receive cash or other property) of the
     shares of Common Stock (other than a change in par value, or from no par
     value to a specified par value, or as a result of a subdivision or
     combination, but including any change in the shares into two or more
     classes or series of shares), the Holder shall have the right thereafter to
     receive upon conversion of this Note solely the kind and amount of shares
     of stock and other securities, property, cash, or any combination thereof
     receivable upon such reclassification, change, consolidation, or merger by
     a holder of the number of shares of Common Stock into which this Note might
     have been converted immediately prior to such reclassification, change,
     consolidation, or merger.  Thereafter, appropriate provision shall be made
     for adjustments which shall be as nearly equivalent as practicable to the
     adjustments in Sections 8.03 above.

          (c) The above provisions of this Section 8.06 shall similarly apply to
     successive reclassifications and changes of shares of Common Stock and to
     successive consolidations, mergers, sales, leases, or conveyances.

                                      -12-
<PAGE>

     8.07  Notice of Certain Transactions.  In case at any time the Company
           ------------------------------
shall propose

          (a) to pay any dividend or make any distribution on shares of Common
     Stock in shares of Common Stock or make any other distribution to all
     holders of Common Stock;

          (b) to issue any rights, warrants, or other securities to all holders
     of Common Stock entitling them to purchase any additional shares of Common
     Stock or any other rights, warrants, or other securities; or

          (c) to effect any reclassification or change of outstanding shares of
     Common Stock, or any consolidation, merger, sale, lease, or conveyance of
     property, described in Section 8.06; or

          (d) to effect any liquidation, dissolution, or winding-up of the
     Company; or

          (e) to take any other action which would cause an adjustment to the
     Conversion Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Note Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Conversion Price.

     8.08  Taxes.  The issuance of any shares or other securities upon the
           -----
exercise of this Note, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance.  The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                      -13-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Note to be executed and
dated the day and year first above written.

                                    WESTWOOD CORPORATION


                                    By:_________________________________
                                         Ernest H. McKee
                                         President

                                      -14-
<PAGE>

Signature Guarantee (if shares of Common Stock are to be issued and registered
otherwise than to the registered Holder):



                                 ASSIGNMENT
                                 ----------


     For value received, the undersigned owner hereby sells, assigns and
transfers unto______________________________________________________________
____________________________________________________________________________



PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________________

[Please print or typewrite name and address including zip code of assignee.]

______________________________________________________________________________

______________________________________________________________________________

this Note and does not hereby irrevocably constitute and appoint______________
Attorney to transfer this Note on the books of the Company
with full power of substitution in the premises.



Dated: ________________________                   Signed: _____________________



Signature Guarantee

                                      -15-