NEITHER  THIS NOTE NOR THE SHARES OF COMMON  STOCK INTO WHICH THIS NOTE
         MAY BE  CONVERTED  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OR
         APPLICABLE  STATE  SECURITIES  LAWS. THIS NOTE AND THE SHARES OF COMMON
         STOCK INTO WHICH THESE NOTES MAY BE CONVERTED  ARE OFFERED  PURSUANT TO
         EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT, REGULATION D
         THEREUNDER,  CERTAIN  STATE  SECURITIES  LAWS  AND  CERTAIN  RULES  AND
         REGULATIONS  PROMULGATED  PURSUANT  THERETO.  NEITHER THIS NOTE NOR THE
         SHARES OF COMMON  STOCK INTO WHICH  THIS NOTE MAY BE  CONVERTED  MAY BE
         TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
         THE  SECURITIES  ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS OR AN
         OPINION OF COUNSEL  ACCEPTABLE TO THE  CORPORATION AND ITS COUNSEL THAT
         SUCH  REGISTRATION  IS NOT  REQUIRED.  IN  ADDITION,  THE NOTES AND THE
         SHARES  OF  COMMON  STOCK  ISSUABLE  UPON  CONVERSION  OF THE NOTES ARE
         SUBJECT TO THE PROVISIONS OF THE HOLDERS AGREEMENT DATED AS OF FEBRUARY
         1, 1999 AMONG THE  CORPORATION  AND EACH  PURCHASER  OF THE  NOTES,  AS
         AMENDED AND  MODIFIED  FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT
         THE OFFICES OF THE  CORPORATION  AND WILL BE FURNISHED TO THE HOLDER ON
         REQUEST.  BY ACCEPTANCE OF THIS NOTE,  THE HOLDER AGREES TO BE BOUND BY
         THE PROVISIONS OF THE HOLDERS AGREEMENT.

                          BLC FINANCIAL SERVICES, INC.
                    9% CONVERTIBLE SUBORDINATED NOTE DUE 2003
                        CONVERSION PRICE $3.50 PER SHARE
                                    SERIES I

$000,000.00                                                      ______, 1999
-----------


                  FOR VALUE RECEIVED,  the undersigned,  BLC FINANCIAL SERVICES,
INC., a Delaware corporation (the "Corporation"),  hereby promises to pay to the
order of (the  "Holder") in lawful money of the United  States of America and in
immediately  available  funds,  the principal  amount of Dollars  ($000,000.00),
together with  interest (as provided  below) on the unpaid  principal  amount of
this  Note  outstanding  from  time to  time,  from the date  hereof  until  any
applicable  Conversion Date, Redemption Date or the Maturity Date (as such terms
are defined below), as the case may be.

                  This Note is issued to the  Holder  pursuant  to that  certain
Subscription Agreement dated as of , 1999 (the "Subscription Agreement") between
the Corporation and the Holder and, accordingly,  is subject to all of the terms



                                       1
<PAGE>


and  conditions set forth  therein.  All  capitalized  terms,  unless  otherwise
defined  herein,  shall have the meanings  ascribed to them in the  Subscription
Agreement.  This Note is one of a series of identical notes (the "Notes") issued
to certain  holders  (the  "Holders")  in a private  placement  exempt  from the
registration requirements of the Securities Act.

                  Principal of, premium,  if any, and interest on this Note will
be payable (i) at the  Corporation's  principal  executive office located at 645
Madison  Avenue,  New  York,  New  York  10022,  or at such  other  location  as
designated by the  Corporation,  (ii) at the option of either the Corporation or
the  Holder,  by check  mailed  to the  Holder at its  address  set forth in the
register of holders of Notes (or at such other address  designated by the Holder
in  writing) or (iii) at the  Holder's  option,  by wire  transfer to an account
designated by Holder in writing.

                  1.  Interest.  This Note shall bear interest  (computed on the
basis of a 360 day year  (comprised  of twelve  30-day  months)  for the  actual
number of days  elapsed)  at the rate of 9% per  annum,  commencing  on the date
hereof (the "Issue Date"), accrued annually, and payable quarterly in arrears on
the January 15,  April 15,  July 15 and October 15 of each year,  commencing  on
April 15, 1999 (each an "Interest  Payment Date").  Interest will be paid to the
person in whose name this Note is  registered  at the close of  business  on the
January 1, April 1, July 1 and October 1  immediately  preceding  each  relevant
interest payment date.

                  2.  Principal.  The  unpaid  principal  balance  of this Note,
together with accrued but unpaid interest  thereon,  shall be due and payable on
February 1, 2003 (the "Maturity Date").

                  3. Subordination. This Note is subordinated in all respects to
the  Senior  Indebtedness  (as  defined  below)  of  the  Corporation.   "Senior
Indebtedness"  means (i) the principal of, and premium,  if any, and interest on
any Indebtedness of the Corporation to any bank or other  institutional  lender,
plus  interest and expenses  with respect  thereto,  and (ii) any  refinancings,
deferrals, refundings,  replacements,  extensions and renewals of or amendments,
modifications or supplements thereto.  "Indebtedness" means, with respect to any
person, (i) any obligation of, or any obligation  guaranteed by, such person for
the repayment of borrowed money, whether or not evidenced by bonds,  debentures,
notes or other  written  instruments,  (ii) all  obligations  of the person with
respect to interest rate hedging  arrangements  to hedge interest rates relating
to Indebtedness of such person, (iii) any deferred payment obligation of, or any
such obligation guaranteed by, such person for the payment of the purchase price
of property or assets  evidenced  by a note or similar  instrument  and (iv) any
obligation of, or any such obligation guaranteed by, such person for the payment
of rent or other amounts under a lease of property or assets which obligation is
required  to be  classified  and  accounted  for as a  capitalized  lease on the
balance sheet of such person under generally accepted accounting principles.

                  4. Conversion. (a) The Notes will be convertible at the option
of the Holder, unless previously converted, redeemed or repurchased, in whole or
in part, at any time and from time to time,  on 30 days' prior  written  notice,
into shares of Common Stock,  $.01 par value,  of the  Corporation  (the "Common
Stock"), following the last issuance of the Notes until the close of business on
the Business Day  immediately  preceding the Maturity  Date,  unless  previously


                                       2
<PAGE>

converted,  redeemed or  repurchased,  at a conversion  price per share of $3.50
(the "Conversion Ratio").  Accrued and unpaid interest on the Notes converted to
the date of conversion will be paid at conversion.

                  (b) In order to exercise the right of conversion  attaching to
the Notes, the Holder must (i) deliver to the Corporation a written notification
of the  Holder's  intent  to  convert  (the  "Notice  of  Conversion")  all or a
specified  portion of the Notes held by such  Holder,  at least 30 days prior to
the  conversion  date  specified in the Notice of  Conversion  (the  "Conversion
Date") and (ii)  deliver the Note at the  specified  office of the  Corporation,
accompanied  by a duly  signed  and  completed  Notice  of  Conversion  on  such
Conversion Date.

                  (c) (i) The  Conversion  Ratio is subject to adjustment as set
forth  below in the event the  Corporation  should at any time,  or from time to
time  after  the  date of  issuance  of the  Notes,  fix a  record  date for the
effectuation of a split or subdivision of the  outstanding  shares of the Common
Stock or the  determination of holders of the Common Stock entitled to receive a
dividend or other distribution  payable in additional shares of the Common Stock
or other securities or rights  convertible into, or entitling the holder thereof
to  receive  directly  or  indirectly  additional  shares  of the  Common  Stock
(hereinafter  referred to as the "Common Stock Equivalents")  without payment of
any  consideration by such holder for the additional  shares of the Common Stock
(or the Common Stock Equivalents  issuable upon conversion or exercise thereof).
In such case, as of such record date (or the date of such dividend distribution,
split or subdivision if no record date is fixed),  the Conversion Ratio shall be
appropriately adjusted so that the number of shares of the Common Stock issuable
upon  conversion  of this Note shall be increased in proportion to such increase
of outstanding shares.

                      (ii)  If  the  number  of  shares  of  the  Common   Stock
outstanding  at any time after the date hereof is decreased by a combination  of
the outstanding shares of the Common Stock,  then,  following the record date of
such combination,  the Conversion Ratio shall be appropriately  adjusted so that
the number of shares of the Common Stock issuable on conversion  hereof shall be
decreased in proportion to such decrease in outstanding shares.

                      (iii) In the case of (x) any reclassification or change of
the Common Stock or (y) a  consolidation,  merger or  combination  involving the
Corporation  or a sale or conveyance to another  corporation of the property and
assets of the  Corporation as an entirety or  substantially  as an entirety,  in
each case as a result of which  Holders of Common  Stock  shall be  entitled  to
receive stock, other securities,  other property or assets (including cash) with
respect to or in exchange for such Common  Stock,  the holders of the Notes then
outstanding will be entitled  thereafter to convert such Notes into the kind and
amount of shares of stock,  other securities or other property or assets of such
reorganized,  consolidated or merged  Corporation which they would have owned or
been  entitled to receive  upon such  reclassification,  change,  consolidation,
merger,  combination,  sale or  conveyance  had such Notes been  converted  into
Common Stock immediately prior to such reclassification,  change, consolidation,
merger,  combination,  sale or  conveyance  (assuming,  in a case in  which  the
Corporation's  stockholders  may  exercise  rights of election  that a holder of
Notes would not have  exercised  any rights of  election as to the stock,  other
securities or other  property or assets  receivable in connection  therewith and
received  per share the kind and amount  received  per share by a  plurality  of
non-electing shares).

                                       3
<PAGE>

                      (iv)  No  adjustment  in  the  Conversion  Ratio  will  be
required  unless such  adjustment  would require a change of at least 1 % of the
Conversion  Ratio  then in  effect;  provided  that any  adjustment  that  would
otherwise be required to be made shall be carried forward and taken into account
in any subsequent adjustment.  Except as stated above, the Conversion Ratio will
not be adjusted for the issuance of Common Stock or any  securities  convertible
into or exchangeable for Common Stock or having the right to purchase any of the
foregoing.

                      (v)  Any  sales,  transfer,  use or  other  similar  taxes
imposed as a result of the transfer of the Common Stock upon  conversion of this
Note in accordance with its terms shall be borne by the Holder.

                    5.  Redemption.  (a) The  Notes  will be  redeemable  at the
option of the Corporation unless previously converted,  redeemed or repurchased,
on written notice as described  below, in whole or in part, at any time and from
time to time, if for five or more days in any 20-Trading Day period  (whether or
not  consecutive)  the Market  Price per share of Common  Stock is greater  than
$3.50, at a redemption price equal to 105 % of the principal amount of the Notes
to be  redeemed  plus all  accrued  and unpaid  interest  thereon to the date of
redemption,  provided that such notice of redemption shall be delivered no later
than 10 days after the  expiration of such 20-day Trading  Period.  In addition,
the Notes will be redeemable at the option of the Corporation  unless previously
converted,  redeemed or  repurchased,  on written notice as described  below, in
whole or in part, at any time and from time to time, from the proceeds of one or
more  underwritten  primary public  offerings of the Common Stock pursuant to an
effective  registration  statement under the Securities Act of 1933, as amended,
at a redemption  price equal to 105 % of the principal amount of the Notes being
redeemed plus all accrued and unpaid interest thereon to the date of redemption.
Upon  delivery  of any notice of  redemption  by the  Corporation,  a Holder may
elect, in the manner specified below, to convert the Notes to be redeemed at the
Conversion Ratio.

                      (b) If less than all of the Notes are to be redeemed,  the
Notes will be chosen for redemption by the Corporation on a pro rata basis or by
lot or by a method that complies with applicable legal requirements.

                      (c) In order to exercise the right of redemption attaching
to the Notes, the Corporation must deliver to each Holder a written notification
of the  Corporation's  intent to redeem (the  "Notice of  Redemption")  all or a
specified  portion of the Notes held by such  Holder,  at least 60 days prior to
the  redemption  date  (the  "Redemption  Date")  specified  in  the  Notice  of
Redemption.  Such Notice of Redemption  shall specify (i) the Redemption Date on
which the Holder must deliver the Notes to be redeemed at the  specified  office
of the  Corporation,  (ii) the  principal  amount of Notes of such  Holder to be
redeemed and (iii) the redemption price to be paid by the Corporation in respect
of such Notes.

                      (d)  For a  period  of  30  days  after  delivery  by  the
Corporation  of a Notice of  Redemption,  the Holder  shall  retain its right of


                                       4
<PAGE>

conversion (at the  Conversion  Ratio)  attaching to the Notes  specified in the
Notice  of  Redemption  to be  redeemed.  In order  to  exercise  such  right of
conversion,  the Holder must (i) deliver a Notice of Conversion  with respect to
all or a  portion  of the  Notes to be  redeemed  at least 30 days  prior to the
Redemption  Date  specifying a Conversion Date no later than the Redemption Date
and  (ii)  deliver  the  Note  at  the  specified  office  of  the  Corporation,
accompanied  by a duly  signed  and  completed  Notice  of  Conversion  on  such
Conversion Date.

                      (e) If less than all the Notes are to be  redeemed  at any
time, selection of Notes for redemption will be made by the Corporation on a pro
rata basis or by lot or by such  method as the  Corporation  shall deem fair and
appropriate,  provided that no Notes of $1,000 or less will be redeemed in part.
On and after the  Redemption  Date,  interest  will  cease to accrue on Notes or
portions thereof called for redemption.

                    6.  Covenants.  (a)  Without  the prior  written  consent of
holders of a majority of the aggregate  principal  amount of Notes  outstanding,
the Corporation shall not:

                         (i)  except  for  transactions  listed  on  Schedule  I
hereto,  conduct any  transaction  with any  affiliate of the  Corporation,  any
shareholder of the Corporation or any affiliate of such shareholder,  other than
on an arms-length basis; and

                         (ii) cancel or  compromise  any claim or debt in excess
of  $10,000,  except  for  adequate  consideration,  as  determined  in the sole
discretion  of the Board of  Directors  of the  Corporation,  or in the ordinary
course of its business; or

                         (iii)  consolidate with or merge with or into any other
person, or sell, assign, convey, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties and assets to any persons or group of
affiliated persons unless at the time and after giving effect thereto (A) either
(x) the Corporation  shall be the continuing  corporation or (y) the corporation
or other entity formed by such  consolidation  or into which the  Corporation is
merged  or to which  such  sale,  assignment,  transfer,  lease,  conveyance  or
disposition shall have been made (the "Surviving Entity"), is a corporation duly
organized and validly  existing  under the laws of the United States of America,
any state  thereof  or the  District  of  Columbia  and shall,  in either  case,
expressly  assume  all  obligations  of the  Corporation  under the  Notes;  (B)
immediately  prior to such  transaction and  immediately  after giving effect to
such  transaction,  no Default or Event of Default  shall have  occurred  and be
continuing;  and (C) the  consolidated  net  worth  of the  Corporation  (or the
Surviving  Entity)  shall at  least  equal  the  consolidated  net  worth of the
Corporation immediately prior to such transaction.

                  Upon any  consolidation  or merger or any  transfer  of all or
substantially  all of the assets of the Corporation,  the Surviving Entity shall
succeed to, and be  substituted  for, and may exercise every right and power of,
the Corporation  under the Notes with the same effect as if the Surviving Entity
had  been  named  as the  Corporation  therein,  and the  Corporation  shall  be
discharged from any obligations under the Notes.

                                       5
<PAGE>

                  (b) As soon as  available  and in any event not later  than 90
days after the end of each of the first three  quarters of the fiscal year,  the
Corporation  shall  furnish to the Holder a brief  summary of the results of its
operations  and unaudited  financial  statements  which fairly  present,  in all
material  respects,  its financial  position and results of  operations  for the
preceding fiscal quarter, and such financial  statements  (including the related
notes, where applicable) shall be prepared in accordance with generally accepted
accounting principles consistently applied during the periods involved.

                  (c) As soon as  available  and in any event not later than 120
days after the end of each fiscal year,  the  Corporation  shall  furnish to the
Holder a brief summary of the results of its  operations  and audited  financial
statements  which  fairly  present,  in all  material  respects,  its  financial
position and results of  operations  for the  preceding  fiscal  year,  and such
financial  statements  (including the related notes,  where applicable) shall be
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently applied during the periods involved.

                  7. Events of Default. The following shall constitute Events of
Default under this Note:

                  (a) failure by the Corporation to make any payment of interest
required under this Note and such failure remains unremedied for 10 days;

                  (b)  failure  by the  Corporation  to make any  payment of the
principal or premium,  if any, of any Note when the same becomes due and payable
at maturity, by acceleration or otherwise;

                  (c) any  representation  or warranty  made by the  Corporation
under or in  connection  with any document  executed and delivered in connection
with the Notes  shall prove to have been  incorrect  in any  materially  adverse
respect when made;

                  (d) the Corporation shall fail to perform or observe any other
term, covenant or agreement contained in any Transaction Document on its part to
be performed or observed and any such  failure  shall remain  unremedied  for 60
days after written  notice  thereof shall have been given to the  Corporation by
any Holder;

                  (e) a default occurs under any mortgage, indenture, instrument
or agreement under which there may be issued or by which there may be secured or
evidenced any  indebtedness of the Corporation in excess of $1,000,000,  whether
such   indebtedness  now  exists  or  shall  hereafter  be  created,   and  such
indebtedness shall be declared due and payable prior to its stated maturity;

                  (f) any final  judgment  for the payment of money in excess of
$1,000,000  (not  covered  by  insurance)  is  entered  by a court of  competent
jurisdiction  against the Corporation and such judgment remains undischarged for
a period (during which execution shall not be effectively stayed) of 60 days;

                  (g) the  Corporation  pursuant to or within the meaning of any
bankruptcy  law: (1) commences a voluntary case; (2) consents to the entry of an
order  for  relief  against  it in an  involuntary  case;  (3)  consents  to the
appointment  of a  custodian  of it or  for  all  or  substantially  all  of its
property;  (4) makes a general  assignment for the benefit of its creditors;  or
(5)  admits in  writing  its  inability  generally  to pay its debts as the same
become due;

                  (h) a court  of  competent  jurisdiction  enters  an  order or
decree under any bankruptcy law that: (1) is for relief against the  Corporation
in an involuntary  case; (2) appoints a custodian of the  Corporation or for all
or  substantially  all of the  property  of the  Corporation;  or (3) orders the
liquidation of any of the Corporation  and the order or decree remains  unstayed
and in effect for 60 days; or

                  (i) a court of competent  jurisdiction enters a final judgment
holding  any of the  documents  delivered  in  connection  with the  Notes to be
invalid or unenforceable and such judgment remains unstayed and is in effect for
a period of 60  consecutive  days; or if the  Corporation  shall assert,  in any
pleading  filed  in  such  a  court,  that  any of the  documents  delivered  in
connection with the Notes are invalid or unenforceable.

                  If an  Event  of  Default  (other  than an  Event  of  Default
specified in clause (g) or (h) above with respect to the Corporation) occurs and
is  continuing,  then and in every such case, the holders of at least a majority
in principal amount of the then outstanding Notes, by notice to the Corporation,
may declare the unpaid  principal of, premium,  if any, and any accrued interest
on all the Notes to be due and payable.  Upon such  declaration,  the principal,
premium, if any, and interest on the Notes shall be due and payable immediately.
If an Event of Default  specified in clause (g) or (h) above occurs with respect
to the  Corporation,  such an amount shall ipso facto become and be  immediately
due and  payable  without any  declaration  or other act on the part of any Note
holder.

                  The holders of a majority in aggregate principal amount of the
Notes then outstanding may, on behalf of the holders of all the Notes, waive any
past Default or Event of Default and its  consequences,  except a Default in the
payment of principal,  of premium,  if any, or interest on the Notes (other than
the nonpayment of principal,  of premium, if any, and interest on the Notes that
has become due solely by virtue of an acceleration  that has been duly rescinded
as provided  above) or in respect of a covenant or  provision  of the Notes that
cannot be modified or amended without the consent of all holders of Notes.

                  8.       Miscellaneous.

                  8.1 Section Headings.  The section headings  contained in this
Note are for  reference  purposes  only and  shall not  affect  the  meaning  or
interpretation of this Note.

                  8.2  Amendment  and Waiver.  No  provision of this Note may be
amended  or waived  unless  the  Corporation  shall have  obtained  the  written
agreement  of holders of a majority in aggregate  principal  amount of the Notes
then  outstanding.  No  failure  or  delay in  exercising  any  right,  power or


                                       6
<PAGE>

privilege hereunder,  shall imply or otherwise operate as a waiver of any rights
of the Holder,  nor shall any single or partial  exercise  thereof  preclude any
other or future  exercise  thereof or the exercise of any other right,  power or
privilege.

                  8.3      Assignment and Transfer.

          NEITHER  THIS NOTE NOR THE SHARES OF COMMON STOCK INTO WHICH THIS NOTE
          MAY BE CONVERTED  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OR
          APPLICABLE  STATE SECURITIES LAWS. THIS NOTE AND SUCH SHARES OF COMMON
          STOCK ARE OFFERED  PURSUANT TO EXEMPTIONS  PROVIDED BY SECTION 4(2) OF
          THE SECURITIES ACT, REGULATION D THEREUNDER,  CERTAIN STATE SECURITIES
          LAWS AND CERTAIN RULES AND REGULATIONS  PROMULGATED  PURSUANT THERETO.
          NEITHER  THIS NOTE NOR THE SHARES OF COMMON STOCK INTO WHICH THIS NOTE
          MAY BE  CONVERTED  MAY BE  TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT AND ANY APPLICABLE
          STATE  SECURITIES  LAWS OR AN  OPINION OF  COUNSEL  ACCEPTABLE  TO THE
          CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. IN
          ADDITION,  THE SHARES OF COMMON STOCK, ISSUABLE UPON CONVERSION OF THE
          NOTES ARE SUBJECT TO THE PROVISIONS OF THE HOLDERS  AGREEMENT DATED AS
          OF FEBRUARY 1, 1999 AMONG THE  CORPORATION  AND INVESTORS,  AS AMENDED
          AND  MODIFIED  FROM  TIME TO  TIME,  A COPY OF WHICH IS ON FILE AT THE
          OFFICES  OF THE  CORPORATION  AND WILL BE  FURNISHED  TO THE HOLDER ON
          REQUEST.  BY ACCEPTANCE OF THIS NOTE, THE HOLDER AGREES TO BE BOUND BY
          THE PROVISIONS OF THE HOLDERS AGREEMENT.

                  8.4  Governing  Law.  This  Note  shall be  governed  by,  and
construed in accordance  with,  the laws of the State of New York without giving
effect to any conflicts of laws principles  thereof that would otherwise require
the application of the law of any other jurisdiction.

                  8.5 Lost, Stolen, Destroyed or Mutilated Note. Upon receipt of
evidence  reasonably  satisfactory  to  the  Corporation  of  the  loss,  theft,
destruction  or mutilation of this Note and of a letter of indemnity  reasonably
satisfactory to the Corporation from the holder of this Note, and upon surrender
or  cancellation  of this Note if  mutilated,  the  Corporation  shall  make and
deliver a new note of like  tenor in lieu of such  lost,  stolen,  destroyed  or
mutilated Note.

                  8.6 Waiver of Presentment,  Etc. Except as otherwise  provided
herein,  presentment,  demand, protest, notice of dishonor and all other notices
are hereby expressly waived by the Corporation.

                                       7
<PAGE>

                  8.7 Usury.  Nothing  contained in this Note shall be deemed to
establish  or require the payment of a rate of interest in excess of the maximum
rate legally enforceable.  If the rate of interest called for under this Note at
any time  exceeds the maximum  rate  legally  enforceable,  the rate of interest
required to be paid hereunder shall be automatically reduced to the maximum rate
legally  enforceable.  If such  interest rate is so reduced and  thereafter  the
maximum rate legally enforceable is increased,  the rate of interest required to
be paid hereunder shall be  automatically  increased to the maximum rate legally
enforceable,  which in no event shall exceed the rate otherwise  provided for in
this Note.

                  8.8  Notices.  Any  notice,  request,   instruction  or  other
document to be given  hereunder by either party to the other shall be in writing
and either shall be delivered in person with receipt acknowledged, by registered
or certified  mail,  return  receipt  requested,  postage  prepaid or by Federal
Express or other overnight service, addressed (a) if to the Corporation,  to 645
Madison Avenue, New York, New York 10022, Attention: Robert F. Tannenhauser, and
(b) if to the Holder,  or to such other address as may be  substituted by notice
given as herein  provided.  The giving of any notice  required  hereunder may be
waived in writing by the party  entitled to receive such notice.  Every  notice,
request,  instruction or other document to be given hereunder shall be deemed to
have been duly given or served on the date on which personally  delivered,  with
receipt  acknowledged;  one  business day after the same shall have been sent by
overnight courier or other overnight service;  and three business days after the
same shall have been deposited with the United States mail.

                  IN WITNESS WHEREOF, the Corporation has executed and delivered
this Note as of the date hereinabove first written.

                                        BLC FINANCIAL SERVICES, INC.



                                        By: _____________________________
                                        Name:   Robert F. Tannenhauser
                                        Title:  President and Chief Executive
                                                Officer



                                       8
<PAGE>