FORM



THIS NOTE WAS ORIGINALLY ISSUED EFFECTIVE AS OF MAY 16, 2002 PURSUANT TO PAYMENT

OBLIGATIONS UNDER EACH OF THE NACS CONTRACT AND THE FWACS CONTRACT (AS SUCH

TERMS ARE HEREINAFTER DEFINED) AND AN ORDER OF THE UNITED STATES BANKRUPTCY

COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CASE NOS. 02-11732 THROUGH

02-11736 AND 02-11975 THROUGH 02-11979.



                   Senior Secured Note Due September 30, 2005



                                                                October __, 2002



     FLAG Asia Limited, a company organized and existing under the laws of

Bermuda (the "DEBTOR/PAYOR"), for value received, hereby promises to pay to the

order of xxxx ("XXXX", and any of its successors and permitted assigns, being

referred to herein as the "HOLDER"), the principal amount of Twenty-Seven

Million Three Hundred Fifty-Two Thousand Four Hundred and Sixty-One Dollars

U.S.$27,352,461 (the "PRINCIPAL AMOUNT"), together with interest thereon

calculated from May 16, 2002 (the "DATE OF ISSUANCE"), in accordance with the

provisions of this Senior Secured Note (this "NOTE").



     Except as otherwise indicated herein, capitalized terms used in this Note

have the meanings set forth in SECTION 10 hereof.



     1.   PAYMENT OF PRINCIPAL AND INTEREST.



          (a) The Debtor/Payor shall pay to the Holder (i) U.S.$6,000,000 of the

outstanding Principal Amount of this Note on the 30th day of September, 2003;

(ii) U.S.$6,923,654 of the outstanding Principal Amount of this Note on the 30th

day of September, 2004; and (iii) U.S.$14,428,807 of the outstanding Principal

Amount of this Note, on the 30th day of September 2005 (the "MATURITY"). This

Note may be declared due prior to the expressed maturity dates and the time that

prepayment is required to be made thereon, in each such case, all in the events,

on the terms and in the manner and amounts as provided in SECTION 2 and

SECTION 8 hereof. Unless prohibited under applicable law, the Debtor/Payor

agrees to pay interest on overdue principal and (to the extent legally

enforceable) on any overdue installment of interest, at the Overdue Rate per

annum from the date such payment is due, whether by acceleration or otherwise,

until such overdue installment is paid.



          (b) The Debtor/Payor shall pay interest to the Holder quarterly in

arrears, on March 31, June 30, September 30 and December 31 of each year.

Interest shall accrue from the most recent date on which interest has been paid

or, if no interest has been paid, from the Date of Issuance, at a per annum

interest rate of seven (7%) percent computed on the basis of a 360-day year and

the actual number of days elapsed in any year on the outstanding Principal

Amount from and including the Date of Issuance hereof until the date paid.

Notwithstanding anything herein to the contrary, the first such payment of

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