EXHIBIT A

      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 ___________, 1997 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.
                  9-1/4% CONVERTIBLE SUBORDINATED NOTE DUE 2001
                       CONVERSION PRICE $______ PER SHARE
                                  SERIES _____

$ ______                                                        __________, 1997

            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 ____________________________ ($______), together with interest (as
provided below) on the unpaid principal amount of this Note outstanding from
time to time, from the date hereof

<PAGE>

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 __________, 1997 (the "Subscription
Agreement") between the Corporation and the Holder and, accordingly, is subject
to all of the terms 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 919 Third
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 9-1/4% 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 January
15, 1998 (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 November
11, 2001 (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


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<PAGE>

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
converted, redeemed or repurchased, at a conversion price per share of
$____________ (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


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<PAGE>

      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).

                  (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
$_________, at a redemption price equal to 110% 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


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<PAGE>

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
110% 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 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


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<PAGE>

                  (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.

            (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.


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<PAGE>

            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


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<PAGE>

            (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 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,


                                       8
<PAGE>

      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 __________, 1997 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.

            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.


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<PAGE>

            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 919 Third
Avenue, New York, New York 10022, Attention: Robert F. Tannenhauser, and (b) if
to the Holder, to [__________] 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


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