REGISTERED                                                         REGISTERED
No. MCFX-
CUSIP No.


                      CHRYSLER FINANCIAL COMPANY L.L.C.

             [FORM OF MULTI-CURRENCY FIXED RATE MEDIUM-TERM NOTE]




        Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (the "Depositary"),
to the Company or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the
Depositary (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depositary), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.

        This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.

        THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH BELOW:

PRINCIPAL AMOUNT:



ORIGINAL ISSUE DATE:         INTEREST RATE:               STATED MATURITY DATE:





INTEREST PAYMENT DATES:      REGULAR RECORD DATES:

: March 15 and               :  March 1 and September 1
   September 15

:  Other:                    :  Other:







INITIAL REDEMPTION           INITIAL REDEMPTION           ANNUAL REDEMPTION
DATE                         PERCENTAGE:                  PERCENTAGE REDUCTION:








OPTIONAL REPAYMENT            REPAYMENT PRICE:             SPECIFIED CURRENCY:
DATE(S)






ADDENDUM ATTACHED:                                        AUTHORIZED
[  ]  Yes                                                 DENOMINATIONS:
[  ]  No


CONVERSION INTO U.S. DOLLARS:

PRESUMPTION YES  [ ]  PRESUMPTION NO  [ ]      NO  [ ]






OTHER PROVISIONS:

                                      2



        [If this Note will be issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended,
the following shall be completed.]

ORIGINAL ISSUE DISCOUNT:    TOTAL AMOUNT OF           ISSUE PRICE
SECURITY:                   OID:                      (expressed as a
                                                      percentage of
                                                      aggregate principal
                                                      amount):

:  YES

YIELD TO MATURITY:          SHORT ACCRUAL PERIOD    METHOD USED TO
                            OID:                    DETERMINE YIELD
                                                    FOR SHORT ACCRUAL
                                                    PERIOD:

                                                    :  Approximate  : Exact

                                      3



        CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability
company (herein called the "Company", which term includes any successor
limited liability company or corporation under the Indenture hereinafter
referred to below), for value received, hereby promises to pay to Cede & Co.,
as nominee for The Depository Trust Company, or registered assigns, the
principal amount stated above on the Stated Maturity Date specified above
(except to the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.

        The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of
each such Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is due and
payable by declaration of acceleration pursuant to the Indenture being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); provided, however, that if the Original Issue Date is between a
Regular Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the March 1 or
September 1 (whether or not a Business Day (as defined below)) prior to the
applicable Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid, from the Original
Issue Date specified above, to, but excluding such Interest Payment Date. If
the Maturity or an Interest Payment Date falls on a day which is not a
Business Day as defined below, the payment due on such Maturity or Interest
Payment Date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity or Interest Payment Date, as the
case may be, and no interest shall accrue with respect to such payment for
the period from and after such Maturity or Interest Payment Date. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date immediately preceding such
Interest Payment Date; provided, however, that in the case of a Note issued
between a Regular Record Date and the related Interest Payment Date, interest
for the period beginning on the Original Issue Date for such Note and ending
on such Interest Payment Date shall be paid on the first succeeding Interest
Payment Date to the registered Holder of such Note on the related Regular
Record Date; and provided, further, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable. Any such interest
which is payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, notice whereof shall be given to
the Holder of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. "Business Day" means any day which is

                                      4



not a day on which banking institutions are authorized or required by law,
regulation or execution order to be closed in The City of New York.

        Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to The Chase Manhattan Bank as issuing and paying
agent for the Notes (the "Paying Agent", which term includes any successor
Paying Agent with respect to the Notes). The Paying Agent will thereupon pay
such funds to the Depositary or its nominee in accordance with any applicable
provisions of such written agreement between the Company, the Trustee and
such Depositary (or its nominee) as may be in effect from time to time.

        All payments on this Note on any Interest Payment Date or Maturity
will be made in the Specified Currency set forth above, except as otherwise
hereinafter provided.

        This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series [ ] (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company, as successor to Chrysler Financial Corporation, and Manufacturers
Hanover Trust Company, which has been succeeded by United States Trust
Company of New York as trustee (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes, under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitation
of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.

        The Notes will rank pari passu in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Company.

        Except as otherwise provided in the Indenture, the Notes will be
issued in global form only registered in the name of the Depositary or its
nominee. The Notes will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of the Notes shall be maintained in
book entry form by the Depositary for the accounts of participating
organizations of the Depositary.

        This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.

        If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time
in part in increments of 1,000 units of the Specified Currency (provided that
any remaining principal hereof shall not be less than the minimum
denomination of this Note) at the option of the Company at the applicable
Redemption Price (as defined below), together with accrued interest hereon at
the 

                                      5



applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.

        Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.

        This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of 1,000 units of the Specified Currency (provided that any
remaining principal hereof shall not be less than the minimum denomination of
this Note) at the option of the Holder hereof at a Repayment Price, unless
otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time notify the
Holders of the Notes, not more than 60 nor less than 30 days prior to the
related Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.

        Interest payments on this Note shall include interest accrued from,
and including, the Original Issue Date indicated above, or the most recent
date to which interest has been paid or duly provided for, to, but excluding,
the related Interest Payment Date or Maturity, as the case may be. Unless
otherwise specified herein, accrued interest hereon will be calculated on the
basis of a 360-day year of twelve 30-day months.

        Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.

        If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of this Note (or, if this Note is an Original Issue
Discount Security, an amount of principal hereof determined in accordance
with the provisions of this Note set out in the next paragraph (the
"Amortized Face Amount")) may be declared due and payable in the manner and
with the effect provided in the Indenture.

        If this Note is an Original Issue Discount Security and if an Event
of Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this Note may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus
(ii) the portion of the difference between the Issue Price and the principal
amount of this Note that has accrued at the Yield to Maturity 

                                      6



(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, but in no event shall
the Amortized Face Amount of this Note exceed its principal amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii)
of interest on any overdue principal and overdue interest (in each case to
the extent that the payment of such interest shall be legally enforceable),
all of the Issuer's obligations in respect of the payment of the principal of
and interest, if any, on this Note shall terminate.

        The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected thereby at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.

        If the box marked "Presumption Yes" following the term "Conversion
into U.S. Dollars" set forth above has been checked, the Company or its agent
will convert all payments of the principal of, premium, if any, and interest
on this Note to U.S. dollars unless the Holder hereof elects to receive such
payments in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S. Dollars" set forth
above has been checked, the Holder of this Note will receive all payments of
the principal of, premium, if any, and interest on this Note in the Specified
Currency unless the Holder of this Note elects to receive such payments in
U.S. dollars as described below.

        Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Company will be entitled to satisfy its obligations to
the Holder of this Note by making such payments in U.S. dollars on the basis
of the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent
practicable date. Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.

        Except as otherwise provided herein, if either the box marked
"Presumption Yes" or the box marked "Presumption No" is marked above, the
Holder hereof may subsequent to the issuance hereof request that future
payments of principal, premium, if any, and interest hereon, be converted or
not be converted, as the case may be, to U.S. dollars by transmitting a
written request for such payments to the Trustee at its Corporate Trust
Office in The City of New York on or prior to the Regular Record Date or not
less than 15 days prior to Maturity. Such request shall include 

                                      7



appropriate payment instructions and shall be in writing (mailed or hand
delivered) or by facsimile transmission. The Holder of this Note may elect to
receive all future payments of principal, premium, if any, and interest in
either the Specified Currency set forth above or in U.S. dollars, as
specified in the written request, and need not file a separate election for
each payment. Such election will remain in effect until revoked by written
notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the Regular Record Date not less than
15 days prior to Maturity. If the Holder hereof has not made the election
described above, payment in respect of this Note shall be made in U.S.
dollars based upon the Market Exchange Rate as described above.

        If the box marked "No" following the term "Conversion into U.S.
Dollars" set forth above has been checked, the Holder hereof will receive all
payments of the principal of, and premium, if any, and interest on this Note
only in the Specified Currency subject to the provisions set forth below, and
the Holder hereof may not subsequent to the issuance hereof request that
future payments of principal hereof, and premium, if any, and interest
hereon, be converted to U.S. dollars.

        Upon the commencement of the third stage of the European economic and
monetary union when the European Currency Unit ("ECU") becomes a currency in
its own right named the "euro", the unavailability of the ECU or euro shall
be treated as provided above and the following three paragraphs shall not
apply.

        If payment in respect of this Note is required to be made in ECUs and
(i) ECUs are not available to the Company for making payments thereof on this
Note due to the imposition of exchange controls or other circumstances beyond
the Company's control or (ii) the ECU ceases to be used as the unit of
account of the European Community (the "EC") and has not become a currency in
its own right replacing all or some of the currencies of the Member States of
the EC, then all payments in respect of this Note shall be made in U.S.
dollars until ECUs are again available or so used. The amount of each payment
in U.S. dollars shall be computed on the basis of the equivalent of the ECU
in U.S. dollars, determined as described below, as of the second Business Day
prior to the date on which such payment is due.

        The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the
currency amounts that were components of the ECU as of the last date on which
the ECU was used in the European Monetary System. The equivalent of the ECU
in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Company or such agent on the basis of
the most recently available Market Exchange Rates for such Components.

        If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any Component is divided
into two or more currencies, the amount of the original component currency
shall be replaced by the amounts of such two or more currencies, each of
which shall be 

                                      8



equal to the amount of the original component currency separated into the
number of currencies into which such original currency was divided.

        All determination referred to above made by the Company or its agent
shall be at its sole discretion and shall, in the absence of manifest error
be conclusive for all purposes and binding on Holders of Notes.

        In order for the Holder of this Note (who, either by the terms of
this Note or pursuant to an election of the Holder hereof, shall have the
right to receive wire transfer payments) to receive payments of interest,
premium, if any, and principal in the Specified Currency by wire transfer,
the Holder of this Note must designate an appropriate account with a bank
located in the country of the Specified Currency shown above that has
appropriate facilities thereof. Such designation shall be made by filing the
appropriate information with the Trustee at its Corporate Trust Office in The
City of New York on or prior to the Regular Record Date or not less than 15
days prior to Maturity. The Trustee will, subject to applicable laws and
regulations and until it received notice to the contrary, make such payment
and all succeeding payments to the Holder of this Note by wire transfer to
the designated account, provided, that the bank has the appropriate
facilities therefor. If a payment cannot be made by wire transfer because the
required information has not been received by the Trustee on or before the
requisite date, payment will be made by check in U.S. dollars mailed to the
Holder of this Note at such address as shall appear in the Security Register.

        The Holder of this Note shall pay any administrative costs imposed by
banks in connection with making payments by wire transfer, as well as any
tax, assessment or governmental charge imposed upon payments hereon.

        Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision hereof or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal hereof and interest hereon at the times,
place and rates, and in the coin or currency, herein prescribed.

        As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of any Global Security, certain
additional limitations) and as may be set forth herein, the transfer of this
Note may be registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series of
like tenor, of Authorized Denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

        The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same.

                                      9



        No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

        The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments
and agreements made and to be performed wholly within such jurisdiction.

        All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

        Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

        As used herein:

               the term "Business Day" means any day that is not a Saturday
               or Sunday, and that is not a day on which banking institutions
               are generally authorized or obligated by law to close in The
               City of New York or the city which is the Principal Financial
               Center of the country of the Specified Currency and, if the
               Specified Currency is ECU, that is not a day designated as an
               ECU Non-Settlement Day by the ECU Banking Association in Paris
               or otherwise generally regarded in the ECU interbank market as
               a day on which payments in ECUs shall not be made;

               the term "Market Exchange Rate" means the noon U.S. dollar
               buying rate in The City of New York for cable transfers as
               certified for customs purposes by the Federal Reserve Bank of
               New York; provided, however, in the case of ECUs, the Market
               Exchange Rate shall be the rate of exchange determined by the
               Commission of the European Communities (or any successor
               thereto) as published in the Official Journal of the European
               Communities, or any successor publication; and

               the term "Principal Financial Center" shall be the city
               indicated as follows:



                                                   Principal Financial
        Specified Currency                                Center
        ------------------                         -------------------
                                                
        U.S. dollars                               New York City
        Australian dollars                         Sydney
        Canadian dollars                           Toronto
        European Currency Units                    Brussels
        French francs                              Paris
        Deutsche marks                             Frankfurt


                                      10



                                                
        Italian lire                               Milan
        Dutch guilders                             Amsterdam
        New Zealand dollars                        Wellington
        Swiss francs                               Geneva
        British Pound Sterling                     London
        Japanese Yen                               Tokyo

        With respect to all other foreign currencies, the "Principal
        Financial Center" shall be the capital city of the country of such
        Specified Currency.

                                     11



        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its seal
to be imprinted hereon.

Dated:                        CHRYSLER FINANCIAL COMPANY L.L.C.



[SEAL]                        By:____________________________________
                                 Name:
                                 Title:




                              By:____________________________________
                                 Name:
                                 Title:



CERTIFICATE OF AUTHENTICATION 
This is one of the Debt Securities 
issued under the within-mentioned 
Indenture.

THE CHASE MANHATTAN BANK
  as Authenticating Agent for the Trustee



By:_____________________________
              Authorized Officer


                                      12



                          OPTION TO ELECT REPAYMENT

        The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
                                                      ----------------------

- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
 (Please print or typewrite name and address of the undersigned)

        For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the face
of this Note, this Note with this "Option to Elect Repayment" form duly
completed.

        If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000 (or
such other amount as may be specified herein)) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be
increments of $1,000 (or such other amount as may be specified herein)) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).

$------------                       --------------------------
                                    NOTICE:  The signature on this Option
                                    to Elect Repayment must correspond with
                                    this Note in every particular, without
                                    alteration or enlargement or any change 
                                    whatever.

Date

                                      13



                           ASSIGNMENT/TRANSFER FORM
                           ------------------------


FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification
No.)___________________________________________________


- -----------------------------------------------------------------------------
                 (Please print or typewrite name and address
                   including postal zip code of assignee)

- -----------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________ attorney to transfer
said Note on the books of the Company with full power of substitution in the
premises.

Dated: ________                            __________________________________

        NOTICE: The signature of the registered Holder to this assignment
        must correspond with the name as written upon the face of the within
        instrument in every particular, without alteration or enlargement or
        any change whatsoever.

                                      14



                                ABBREVIATIONS

        The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.

         TEN COM--as tenants in common

         UNIF   GIFT MIN ACT--........... Custodian    ..................
                                (Cust)                      (Minor)



                                   Under Uniform Gifts to Minors Act
                                   ......................................
                                          (State)



         TEN ENT--as tenants by the entireties
         JT TEN--as joint tenants with right of survivorship
                         and not as tenants in common

        Additional abbreviations may also be used though not in the above
list.


                                      15