Convertible Note                                                 EXHIBIT 10(e)


THIS NOTE HAS NOT BEEN,  AND THE  COMMON  STOCK TO BE ISSUED  UPON  CONVERSION
HEREOF WILL NOT HAVE BEEN,  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED,  OR  QUALIFIED  UNDER  STATE  SECURITIES  LAWS  AND MAY NOT BE  SOLD,
PLEDGED,  OR  OTHERWISE   TRANSFERRED  UNLESS  (A)  COVERED  BY  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND
QUALIFIED UNDER  APPLICABLE STATE SECURITIES LAWS, OR (B) THE COMPANY HAS BEEN
FURNISHED  WITH AN OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY TO THE EFFECT
THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.


                                 SERIES A 3.5%
                               CONVERTIBLE NOTE


 $                                                           November 13, 1995
 ---------                                                   -----------------



     AIM  Group,  Inc.,  a Delaware  corporation  (the  "Company"),  for value
received,  hereby  promises  to pay on or  prior to  December  31,  1996  (the
"Maturity  Date") to  _____________________  "Holder" or order,  the principal
amount  of  _____________________  Dollars  ($__________).  The  Company  also
promises to pay to the Holder  interest on the  outstanding  principal  amount
hereof  quarterly,  in  arrears,  at the rate of 3.5% per annum.  Any past due
payment of principal or interest shall be payable on demand with interest from
the due date to the date of payment at the rate of 10% per annum. The payments
of principal and interest  hereunder  shall be made in coin or currency of the
United  States of  America  as at the time of  payment  shall be legal  tender
therein for the payment of public and private debts. The Holder shall have the
right,  by written notice to the Company given at least 10 business days prior
to the then  effective  Maturity  Date, to extend the Maturity Date hereof for
any period of up to two years.

     This  Note  shall  be  subject  to the  following  additional  terms  and
conditions:

     1. REPRESENTATIONS,  WARRANTIES AND COVENANTS. The Company represents and
warrants to and covenants with the Holder as follows:

          (a) The Company is a corporation  duly organized,  validly  existing
and in good standing under the laws of the State of Delaware.  The Company has
all the  


<PAGE>

requisite  power and authority to carry on its business as now conducted,  and
the  Company is duly  qualified  to do business  and in good  standing in each
jurisdiction  wherein the failure so to qualify would have a material  adverse
effect on its  business,  properties  or ability to  perform  its  obligations
hereunder.  The Company has all requisite  power and authority to issue and to
carry out the provisions of this Note.

          (b) The  issuance,  execution  and  delivery  of this  Note  and the
execution have been duly  authorized by all necessary  corporate  action,  and
this Note  constitutes a valid and legally  binding  instrument of the Company
enforceable  against the Company in accordance with its terms,  except as such
enforceability  may  be  limited  by  bankruptcy,  insolvency  or  other  laws
affecting generally the enforceability of creditors' rights and by limitations
on the availability of equitable remedies.

          (c) Neither the  execution  or delivery of this Note by the Company,
nor  compliance  by the  Company  with the  provisions  hereof,  violates  any
provision of any applicable  law or of the  certificate  of  incorporation  or
by-laws of the Company,  or conflicts with or will result in any breach of the
terms of or  constitute a default  under or result in the creation of any lien
pursuant to the terms of any agreement or instrument to which the Company is a
party or by which it or any of its properties is bound.

          (d) There are no actions,  suits or  proceedings  pending or, to the
best knowledge of the Company,  threatened against or affecting the Company in
any court or  before  or by any  governmental  instrumentality  which,  in the
reasonable opinion of the Company,  involve the possibility of any judgment or
liability  not fully  covered by insurance or which may result in any material
adverse change in the business,  assets, condition (financial or otherwise) or
results of operations  of the Company,  and the Company is not in default with
respect to any order, writ,  injunction,  decree or demand of any court or any
governmental instrumentality.

          (e) The Company is not obligated  under any contract or agreement or
subject to any other  restriction  which materially and adversely  affects the
business, assets or condition (financial or otherwise) of the Company.

          (f)  So  long  as  the  Note  remains  outstanding,   the  following
provisions shall apply:

               (i) The Company agrees to maintain its  accounting  records and
to present the financial  information  set forth  therein in  accordance  with
generally 

                                       2

<PAGE>

accepted accounting principles, consistently applied.

               (ii) The Company shall  punctually  pay or cause to be paid the
principal of this Note and interest thereon according to the terms hereof.

               (iii) The Company shall pay and discharge promptly, or cause to
be paid and  discharged  promptly,  all taxes,  assessments  and  governmental
charges or levies  imposed upon its income or upon any of its property,  real,
personal  or mixed,  or any part  thereof,  as well as all  claims of any kind
(including claims for labor, materials and supplies which, if unpaid, might by
law become a lien or charge upon its property);  provided,  however,  that the
Company shall not be required to pay any such tax, assessment, charge, levy or
claim if the amount,  applicability  or validity  thereof  shall  currently be
contested in good faith by  appropriate  proceedings  and if the Company shall
have set aside on its books  reserves  (segregated  to the extent  required by
sound accounting practice) adequate with respect thereto, and provided further
that the Company  shall not be required to pay any such taxes  assessments  or
charges, and shall not be required to observe or conform to any requirement of
any  governmental  authority  if, in the judgment of the Board of Directors or
the Company, such payment or such observance,  as applicable,  shall not be in
the best interest of the Company in the conduct of its business.

               (iv)  The  Company  shall,  except  as  otherwise  specifically
permitted  in this  Note,  do or  cause  to be done all  things  necessary  or
appropriate  to preserve and keep in full force and effect its  existence as a
corporation under the laws of the State of Delaware, and all of its rights and
franchises;  provided,  however,  that the  Company  may, in  accordance  with
applicable law, liquidate, dissolve, merge into, consolidate with or otherwise
enter into any other  reorganization  transactions,  and any such transactions
shall not be  deemed  to  constitute  or  result  in an Event of  Default  (as
hereinafter  defined)  hereunder,  and provided,  further that nothing  herein
shall be construed to prevent the Company from ceasing or omitting to exercise
any rights, powers, privileges and franchises the continuing exercise of which
in the  judgment of the Board of  Directors of the Company is no longer in the
best interests of the Company.

     2.  DEFAULTS AND  REMEDIES.  If any one or more of the  following  events
("Events of Default") shall happen, that is to say:

          (a) The Company  shall  default in the payment of the  principal  of
this Note or any  installment  of such


                                       3

<PAGE>

principal,  when and as the same  shall  become  due and  payable,  whether at
maturity or at a date fixed for  prepayment by  acceleration  or otherwise and
such default shall continue for a period of ten business days;

          (b) The Company shall default in the payment of any  installment  of
interest  on this Note when and as the same shall  become due and  payable and
such default shall continue for a period of ten business days; or

          (c) The Company shall default in the due  performance or observation
of any other  covenant,  agreement or  provision  contained in this Note to be
performed or observed by the Company,  and such default  shall have  continued
for a period of 30 days after notice; or

          (d) The Company shall:

               (i) admit in writing its  inability to pay its debts  generally
as they become due;

               (ii) file a petition in bankruptcy or for reorganization or for
the adoption of any  arrangement  under the United States  Bankruptcy Code (as
now or in the future  amended) or any  admission  seeking  the relief  therein
provided;

               (iii) make an assignment for the benefit of creditors;

               (iv)  consent to the  appointment  of a receiver or trustee for
all or a  substantial  part of its  property  or to the  filing of a  petition
against it under said Bankruptcy Code;

               (v) be adjudicated a bankrupt; or

               (vi) make a bulk sale or take any action which contemplates the
making of a bulk sale; or

          (e) A court order shall be entered  appointing a receiver or trustee
for all or a  substantial  part of the  property of the Company or approving a
petition  filed against the Company under said  Bankruptcy  Code,  which order
shall not have been  vacated or set aside or  otherwise  terminated  within 60
days  from the date of entry or shall  have been  unstayed  for a period

                                       4

<PAGE>

of 60 days; or

          (f) A court of competent  jurisdiction  shall assume  custody of, or
sequester  all or  substantially  all of the  property of the  Company,  which
custody or  sequestration  shall not have been terminated  within 60 days from
its commencement or shall have been unsuspended for a period of 60 days;

          (g) An  attachment  shall  be  made on any  substantial  part of the
property or assets of the Company,  the lien of which shall not be  discharged
within 60 days from the making thereof; or

          (h)  The  Company  shall  default  in the  payment  of  interest  or
principal on any loans from banks or any other institutional  lenders and such
default shall continue beyond any applicable cure or grace periods;

then in each and every such case the Holder  may  (unless  every such Event of
Default  shall have been made good and cured)  declare  the unpaid  balance of
this Note to be forthwith  due and payable and  thereupon  such balance  shall
become so due and payable without  presentation,  protest or further demand or
notice of any kind, all of which are hereby expressly waived.

     The Company covenants that if default be made in any payment of principal
of this Note or  interest  thereon,  it will pay to the  Holder  such  further
amounts as shall be  sufficient  to cover the cost and expense of  collection,
including the fees and disbursements of counsel to the Holder for all services
rendered in that connection.

     3. OPTIONAL AND MANDATORY CONVERSION.

               (a) (i)  Subject  to and upon  compliance  with the  provisions
hereof,  at the  option  of the  Holder  the Note  may,  at any time  prior to
maturity (or if the Note is to be prepaid  pursuant to a notice of  prepayment
pursuant to Section 4, then at any time during the 10-day period after receipt
of such prepayment  notice), by written notice to the Company, be converted in
whole or in any part of the unpaid  principal amount hereof which is $1,000 or
an integral  multiple  thereof  into fully paid and  non-assessable  shares of
common  stock,  $.01 par value (the  "Common  Stock"),  of the  Company at the
Conversion Price (as hereinafter defined).

               (ii) This Note shall at any time prior to the Maturity  Date or
the earlier repayment hereof, be converted,  at the option of the Company,  in
whole or in part of the unpaid  principal  amount hereof which is $1,000 or an
integral  multiple  thereof into fully paid and  non-assessable  shares of the
Common Stock,  at the  Conversion  Price,  provided that in no event shall the
Company  have the right to exercise  such option  unless and until the Company
has received New Equity  Proceeds (as defined  below) of at least  $1,500,000.
The  Company  shall  exercise  its  option by  written  notice to the  Holder,
specifying  the  effective  date of the  conversion  and  certifying  that the
foregoing pre-


                                       5

<PAGE>

condition thereto has been satisfied.  For purposes hereof, "New
Equity  Proceeds" shall mean gross proceeds from the sale of Common Stock with
a minimum  price of $1.50 per  share or the  gross  proceeds  from the sale of
convertible preferred stock of the Company with a conversion price of at least
$1.50 per share of Common Stock.

          (b) Upon the conversion,  the Holder shall surrender the Note at the
office of the  Company.  If the shares of Common Stock are to be issued in the
name  other than the  Holder,  the Holder  shall  give  written  notice to the
Company  of the name or names  (with  address)  in which  the  certificate  or
certificates  for  shares of Common  Stock  which  shall be  issuable  on such
conversion  shall be issued.  The Note  shall,  unless the shares  issuable on
conversion  are to be  issued in the name of the  Holder,  be  accompanied  by
instruments of transfer, in form satisfactory to the Company, duly executed by
the Holder.  As promptly as  practicable  after the receipt of such notice and
the  surrender of the Note as  aforesaid,  or upon the  effective  date of the
conversion  pursuant to Section  3(a)(ii)  above,  the Company shall issue and
shall  deliver  at such  office to the  Holder,  or on his  written  order,  a
certificate  or  certificates  for the number of full  shares of Common  Stock
issuable upon the  conversion of the Note in  accordance  with the  provisions
hereof and any  fractional  interest  in  respect  of a share of Common  Stock
arising  upon such  conversion  shall be settled as  provided  in Section  (c)
below.  Each  conversion  shall be deemed to have been effected on the date on
which such notice  shall have been  received by the Company and the Note shall
have been  surrendered  as aforesaid,  on the date specified by the Company in
this  notice of  conversion,  as the case may be, and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion  shall be deemed to have become on said
date the holder or holders of record of the shares represented  thereby.  Upon
conversion of only a portion of the unpaid  principal  amount of the Note, the
Company  shall  execute  and  deliver  to or on the order of the Holder at the
office of the Holder,  at the expense of the Company,  a new Note in principal
amount equal to the unconverted  portion of the unpaid principal amount of the
Note,  which new Note shall be dated and bear  interest from the date to which
interest shall have been paid on such unconverted  portion.  Upon the issuance
of a conversion  notice by the Company pursuant to Section 3(a)(ii) above, the
Note shall be deemed  paid (to the extent of such  conversion)  and the Holder
shall surrender it to the Company as aforesaid. Accrued interest shall be paid
through the effective date of the conversion of the Note.

          (c) No  fractional  shares of  Common  Stock


                                       6

<PAGE>

shall be issued upon conversion of the Note.  Instead of any fractional  share
of Common Stock which would otherwise be issuable upon conversion of any Note,
the Company shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the market value of such fractional interest computed on
the  basis of the  closing  price of the  Common  Stock  on the  business  day
immediately  preceding  the  date  upon  which  the  Note is  surrendered  for
conversion.  Such closing price shall be the last reported sales price regular
way or, in case no such  reported sale takes place on such day, the average of
the reported  closing bid and asked prices  regular way, in either case on the
principal national  securities exchange on which the Common Stock is listed or
admitted to trading,  or, if not listed or admitted to trading on any national
securities  exchange,  the  average  bid and  asked  prices  as  quoted on the
National  Association of Securities  Dealers  Automatic  Quotation  ("NASDAQ")
System  or a similar  organization  or if not so  quoted,  then as quoted by a
dealer,  all as selected from time to time by the Company for the purpose,  or
if not so  available,  the fair  market  price as  determined  by the Board of
Directors (whose determination shall be conclusive).

          (d) The  Conversion  Price at which  Common  Stock shall be issuable
upon conversion of this Note shall be initially $1.10 per share until December
31,  1996,  and if the Maturity  Date is extended,  $1.35 per share during the
period from  January 1, 1997 through  December  31, 1997,  and $1.60 per share
thereafter until final maturity;  provided, however, that the Conversion Price
shall be adjusted from time to time as follows:

          (A) In case the Company shall (i) pay a dividend in shares of Common
          Stock,  (ii) subdivide its  outstanding  shares of Common Stock,  or
          (iii) combine its outstanding  shares of Common Stock into a smaller
          number of shares, the conversion  privilege and the Conversion Price
          in effect immediately prior to such action shall be adjusted so that
          the Holder of the Note thereafter  surrendered for conversion  shall
          be entitled to receive the number of shares of capital  stock of the
          Company which he would have owned immediately  following such action
          had the Note been converted immediately prior thereto.

          An  adjustment  made  pursuant to this  subsection  (a) shall become
          effective  immediately  after  the  record  date  in the  case  of a
          dividend and shall become effective  immediately after the effective
          date in the case of a subdivision or combination.

          (B) In case the Company shall  hereafter issue rights or warrants to
          all  holders  of its  Common  Stock  entitling  them  (for a  period
          expiring  within 45 days after the record date  mentioned  below) to


                                       7

<PAGE>

          subscribe  for or  purchase  shares of  Common  Stock at a price per
          share  less than the  current  market  price per share of the Common
          Stock (as  defined in  subsection  (D)) in effect on the record date
          mentioned below, the Conversion Price, shall be adjusted so that the
          same shall equal the price  determined by multiplying the Conversion
          Price in effect  immediately  prior to the date of  issuance of such
          rights or warrants by a fraction of which the numerator shall be the
          number of shares of Common Stock outstanding on the date of issuance
          of such  rights or  warrants,  the number of shares of Common  Stock
          which the  aggregate  exercise  price of the shares of Common  Stock
          called for by all such rights or  warrants,  would  purchase at such
          current  market  price per share of Common  Stock,  and of which the
          denominator   shall  be  the  number  of  shares  of  Common   Stock
          outstanding  on the date of issuance of such rights or warrants plus
          the number of  additional  shares of Common  Stock  offered  for the
          subscription  or purchase.  Such adjustment  shall become  effective
          immediately   after  the  record  date  for  the   determination  of
          stockholders entitled to receive such rights or warrants.

          (C) In case the  Company  shall  distribute  to all  holders  of its
          Common  Stock  shares of its  capital  stock  (other than the Common
          Stock),  evidences of its indebtedness or assets (excluding any cash
          dividend) or rights to  subscribe  (excluding  those  referred to in
          subsection (B) above),  then in each case the Conversion Price shall
          be  adjusted so that the same shall  equal the price  determined  by
          multiplying the Conversion Price in effect  immediately prior to the
          date of such distribution by a fraction of which the numerator shall
          be the  current  market  price per share  determined  as provided in
          subsection  (D)  below)  of the  Common  Stock  on the  record  date
          mentioned  below  less  the  then  current  fair  market  value  (as
          determined by the Board of Directors,  whose  determination shall be
          conclusive),  of the  capital  stock,  the  portion of the assets or
          evidences of  indebtedness  so distributed  or of such  subscription
          rights  applicable to one share of Common Stock, and the denominator
          shall be such current  market  price per share of the Common  Stock.
          Such adjustment shall become effective  immediately after the record
          date for the determination of stockholders  entitled to receive such
          distribution.

          (D) For the purpose of any computation  under


                                       8

<PAGE>

          subsection (B) or (C) above, the current market price (or value) per
          share of Common  Stock on any date shall be deemed to be the average
          of the daily  closing  prices for the 30  consecutive  trading  days
          selected by the  Company  commencing  not more than 45 trading  days
          before the day in question.  The closing price for each day shall be
          the  last  reported  sales  price  regular  way or,  in case no such
          reported  sale takes place on such day,  the average of the reported
          closing  bid and asked  prices  regular  way,  in either case on the
          principal national  securities exchange on which the Common Stock is
          listed or  admitted  to  trading,  or, if not listed or  admitted to
          trading on any  national  securities  exchange,  the average bid and
          asked   prices  as  quoted  on  the  NASDAQ   System  or  a  similar
          organization or if not so quoted, then as quoted by a dealer, all as
          selected from time to time by the Company for the purpose, or if not
          so  available,  the fair market price as  determined by the Board of
          Directors (whose determination shall be conclusive). For purposes of
          this  subsection the term "trading day" shall not include any day on
          which securities are not traded on such exchange or in such market.

          (E) No adjustment in the Conversion  Price shall be required  unless
          such adjustment would require an increase or decrease of at least 2%
          in such price;  provided,  however,  that any  adjustments  which by
          reason of this  subsection  (E) are not required to be made shall be
          carried forward and taken into account in any subsequent adjustment.
          All  calculations  under  this  Section  3(d)  shall  be made to the
          nearest cent or the nearest  one-hundredth  of a share,  as the case
          may be.

          (F) Whenever the  Conversion  Price is adjusted as herein  provided,
          the Company  shall  promptly  mail or cause to be mailed a notice by
          first class mail postage prepaid of such adjustment to the Holder of
          the Note,  which notice shall state the Conversion  Price  resulting
          from such adjustment,  setting forth in reasonable detail the method
          of calculation and the facts upon which such calculation is based.

          (e)  If  either  of the  following  shall  occur,  namely:  (a)  any
consolidation  or  merger  to  which  the  Company  is a party,  other  than a
consolidation  or a merger in which the Company is the continuing  corporation
and which does not result in any  reclassification of, or change (other than a
change  in par value or from par value to no par value


                                       9

<PAGE>

or  from no par  value  to par  value,  or as a  result  of a  subdivision  or
combination)  in,  outstanding  shares of the Common Stock, or (b) any sale or
conveyance  to  another  corporation  of the  property  of the  Company  as an
entirety or substantially as an entirety;  then the Company, or such successor
or  purchasing  corporation,  as the case may be, shall execute and deliver to
the Holder of this Note a written  instrument  providing that the Holder shall
have the right to convert the Note into the kind and amount of shares of stock
and other  securities  and  property  receivable  upon such  reclassification,
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock issuable upon conversion of the Note immediately  prior
to such reclassification, change, consolidation, merger, sale or conveyance.

          (f) The issuance of stock  certificates  on  conversions of the Note
shall be made  without  charge to the  Holder  for any issue tax 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 issuance and
delivery  of stock in a name other than that of the  Holder,  and the  Company
shall not be required to issue or deliver  any such stock  certificate  unless
and until the person or persons  requesting  the issuance  thereof  shall have
paid to the  Company the amount of any such tax or shall have  established  to
the satisfaction of the Company that such tax has been paid.

          (g) The Company shall at all times reserve and keep available out of
the aggregate of its authorized but unissued stock or its issued stock held in
its  treasury,  or both,  for the purpose of effecting  the  conversion of the
Note, such number of its duly authorized  shares of Common Stock as shall from
time to time be sufficient to effect the conversion of the Note; and if at any
time such number of shares of Common Stock shall not be  sufficient  to effect
the  conversion of the Note,  the Company will take such  corporate  action as
may, in the opinion of its counsel,  be  necessary to increase its  authorized
but unissued Common Stock or otherwise  acquire such number of shares as shall
be sufficient for such purpose.

          (h) In case, at any time while the Note is outstanding:

          a) the Company shall declare a dividend (or any other  distribution)
          on its Common Stock, other than in cash; or

          b) the Company  shall  authorize  the issuance to all holders of its
          Common  Stock of rights or  warrants  to  subscribe  for or purchase


                                      10

<PAGE>

          shares of its Common  Stock or of any other  subscription  rights or
          warrants; or

          c) the  Company  shall  reclassify  the Common  Stock of the Company
          (other than a subdivision or  combination  thereof) or enter into an
          agreement for the  consolidation  or merger of the Company for which
          approval of any  stockholders  of the Company is required,  or enter
          into an agreement for the sale or conveyance of all or substantially
          all of the assets of the Company; or

          d)  there  shall  be  a  voluntary   or   involuntary   dissolution,
          liquidation or winding up of the Company;

then the Company  shall  cause to be mailed to the  Holder,  at least ten days
prior to the applicable  record date hereinafter  specified,  a notice stating
(i) the  date on  which a  record  is to be  taken  for the  purposes  of such
dividend,  distribution,  rights  or  warrants,  or,  if a record is not to be
taken,  the date as of which  the  holders  of  Common  Stock of  record to be
entitled  to  such  dividend,  distribution,  rights  or  warrants  are  to be
determined,   or  (ii)   the  date  on   which   any  such   reclassification,
consolidation,  merger, sale, conveyance, dissolution,  liquidation or winding
up is  expected to become  effective,  and the date as of which it is expected
that  holders of Common  Stock of record  shall be entitled to exchange  their
Common Stock for securities or other property,  if any,  deliverable upon such
reclassification,   consolidation,   merger,  sale,  conveyance,  dissolution,
liquidation or winding up. The failure to give or receive the notice  required
by this  Section 3(h) or any defect  therein  shall not affect the legality or
validity of any such dividend, distribution, right or warrant or other action.

          (i) In the event that the Company  shall at any time during the term
of this Note offer to all of the  holders of Common  Stock of the  Company the
right to subscribe  for any stock or  securities  of the Company,  the Company
shall  extend  such  offer to the  Holder of this Note to  subscribe  for such
Holder's  pro rata  share of such stock or  securities  based on the number of
shares of Common Stock into which this Note shall be convertible at such time.

     4. PREPAYMENT. The Company shall have the right at any time to prepay the
principal hereof in whole or in part, without premium or penalty,  upon giving
at least 20 days'  prior  written  notice of such  prepayment  to the  Holder,
provided that interest on the principal hereof to be so prepaid accrued to the
date of such prepayment  shall be paid


                                      11

<PAGE>

concurrently  therewith.  In case this Note is to be prepaid in part only, the
notice of prepayment shall specify the principal amount hereof to be prepaid.

     5.  OFFSETS.  If at any time the Holder is in default with respect to any
payment due and payable to the  Company,  the Company  may, in addition to and
not in derogation of any other remedies which the Company may have, credit, at
any time and from time to time, against the outstanding principal of this Note
and accrued interest thereon any amounts due from the Holder to the Company.

     6.  ASSIGNABILITY  AND BINDING  EFFECT.  This Note may be assigned by the
Holder in whole or in part.  The provisions of this Note shall be binding upon
and inure to the benefit of the successors,  assigns and legal representatives
of the Holder and of the Company.

     7. NO WAIVER.  No failure or delay by the Holder in exercising any right,
power or privilege under this Note shall operate as a waiver thereof nor shall
any single or partial  exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies  herein  provided shall be cumulative and not exclusive of any rights
or remedies  provided by law. No course of dealing between the Company and the
Holder shall operate as a waiver of any rights by the Holder.

     8. PLACE OF PAYMENT.  All payments and  prepayments  of principal of this
Note and all payments of interest thereon shall be made at or such other place
as the Holder may from time to time designate in writing.

     9.  GOVERNING  LAW.  This Note  shall be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  applicable  to  agreements
made and to be performed entirely within such State;  provided,  however, that
such choice of law is not intended to limit the maximum rate of interest which
may be  charged,  taken or  received  by the Holder  with  respect to the loan
evidenced  hereby if the Holder may, under law applicable to it, charge,  take
or receive interest at a higher rate.

                                AIM GROUP, INC.

                                By_____________________________
                                  Name:
                                  Title:

[CORPORATE SEAL]


                                      12

<PAGE>

                               CONVERSION NOTICE



     The  undersigned  owner of this Note  hereby  irrevocably  exercises  the
option to convert this  Convertible  Promissory Note, or portion hereof (which
is $1,000 or an integral multiple  thereof) below  designated,  into shares of
Common Stock of AIM Group, Inc. in accordance with the terms of this Note, and
directs that the shares issuable and deliverable upon the conversion, together
with any check in payment for fractional shares and a new Note, if applicable,
representing any unconverted  principal amount hereof, be issued and delivered
to the Holder  hereof unless a different  name has been  indicated  below.  If
shares are to be issued in the name of a person  other  than the  undersigned,
the undersigned will pay all transfer taxes payable with respect hereto.


Dated ____________________



                                              ________________________________
                                                                    Signature


     Fill in for registration of shares of Common Stock and the new Note if to
be issued otherwise than to the Holder.



 ______________________________                 Social Security or other
             (Name)                             Taxpayer Identifying
                                                Number _________


 ______________________________                 Principal Amount to be
            (Address)                           Converted (in an integral
                                                multiple of $1,000, if
                                                less than all): $_______



 ______________________________
 Please print Name and Address
 (including zip code number)