AVERY COMMUNICATIONS INC
AVERY COMMUNICATIONS, INC. EXHIBIT 10.49
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10_49.txt
<DESCRIPTION>AVERY COMMUNICATIONS, INC. EXHIBIT 10.49
<TEXT>
                                                                   Exhibit 10.49
                      FORM OF NON-RECOURSE PROMISSORY NOTE

_________________                                                 March 20, 2002

         FOR VALUE  RECEIVED,  the  undersigned,  __________________  ("Maker"),
                                                                        -----
hereby promises to pay to the order of AVERY COMMUNICATIONS,  INC. ("Payee"), at
                                                                     -----
190 South LaSalle  Street,  Suite 1710,  Chicago,  Illinois  60603, on or before
October 19, 2002 (the "Maturity  Date"), in lawful money of the United States of
                       --------------
America, the principal sum of  __________________________________ ($ ), together
with interest on the outstanding principal balance from day to day remaining, in
like money, at a rate per annum equal to 6.6% (the "Contract Rate").
                                                    -------------

         This promissory  note (this "Note") is a restatement  and  replacement,
                                      ----
but not an  extinguishment  or novation,  of that certain  Promissory  Note (the
"Original Note"), dated as of October 19, 2000, in the original principal amount
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of  $_______________  payable by Maker to the order of Payee.  The Original Note
inadvertently  omitted (i) the paragraph  contained herein  specifying that this
Note is non-recourse and the Maker will look solely to the collateral  described
herein for the payment  hereof and (ii) the paragraph  describing the collateral
securing the payment hereof and granting a security interest therein.

         Accrued  interest on the outstanding  unpaid  principal  balance hereof
shall be due and payable on the Maturity Date. Any payments of interest not paid
when due shall be added to the  outstanding  principal  balance hereof and shall
bear  interest  as  provided  herein,  which  shall be  referred  to  herein  as
"Compounding Annual Interest." All accrued but unpaid interest hereon,  together
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with the  outstanding  unpaid  principal  balance of this  promissory note (this
"Note"),  shall be due and payable in full on the Maturity  Date.  The foregoing
 ----
notwithstanding,  all accrued interest on this Note, and the outstanding  unpaid
principal balance hereof,  shall be immediately due and payable in full upon the
earlier  of  (i)  the  maturity  of the  principal  of  this  Note,  whether  by
acceleration or otherwise, (ii) the termination of Maker's employment with Payee
or any of its subsidiaries,  or (iii) the sale by Maker of the shares of Payee's
Common Stock,  par value $0.01 per share (the "Common  Stock"),  which have been
                                               -------------
pledged as collateral securing this Note as set forth below.

         Maker hereby  pledges,  assigns,  transfers and delivers to Payee,  and
grants to Payee,  a first  priority  security  interest in all of the  following
(collectively,  the  "Collateral"):  (i) the shares of Common Stock set forth on
                      ----------
Exhibit A attached hereto (the "Shares");  (ii) any and all cash, money, checks,
                                ------
deposit  accounts,  securities,  proceeds,  dividends,  distributions  and other
property of any kind at any time and from time to time  receivable  or otherwise
distributed in respect of or in exchange for the Shares or any portion  thereof;
and (iii)  whatever is received  upon the sale,  exchange,  collection  or other
disposition  of the  Collateral  described in (i) or (ii) preceding or proceeds,
including,  without  limitation,  any and all  present and future  cash,  money,
checks, deposit accounts, accounts, certificates of deposit, securities, general
intangibles,  chattel  paper and other  proceeds  of every type and  description
whatsoever  arising  from  or by  virtue  of,  or from  the  sale,  transfer  or
distribution of, or claims against any other person or entities with respect to,
all or any  part  of the  Collateral  described  in  (i) or  (ii)  preceding  or
proceeds.  Maker hereby confirms that the  certificates  representing the Shares
have at all times since the date of the Original Note been in the possession and
control of Maker for the  purpose of securing  the  payment of this Note.  Maker
represents and warrants to Payee that Payee has a valid and

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<PAGE>

perfected  first  lien  security  interest  in the  Shares,  that such  security
interest  has been  perfected  in favor of Maker since the date of the  Original
Note,  and that Maker has granted no other liens or  security  interests  in the
Shares since the date of the Original Note.

         Maker  hereby  covenants  and  agrees  that  Maker  shall not (i) sell,
transfer,  exchange  or  otherwise  dispose  or agree to  dispose  of all or any
portion of the Collateral  (except pursuant to a sale of the Collateral to which
the proceeds of such sale are paid directly to Payee in full satisfaction of the
obligations of Maker under this Note); or (ii) further pledge, assign or deliver
a security interest in the Collateral to any person other than Payee.

         Maker shall have no personal  liability for the payment of this Note or
for the performance or observance of any of the covenants,  representations  and
warranties  of Maker  contained  in the Note,  and Payee  agrees not to seek any
damages or personal money judgment against Maker for any default under the Note,
but in such event will look solely to the Collateral.

         Interest on the  indebtedness  evidenced by this Note shall be computed
on the basis of a year of 365 or 366 days, as the case may be.

         Maker shall have the right to prepay, at any time and from time to time
without premium or penalty,  the entire unpaid principal balance of this Note or
any portion thereof.

         Maker shall be in default  hereunder  upon the  happening of any of the
following  events  or  conditions  (each  such  event or  condition  hereinafter
referred to as an "Event of Default"):
                   ----------------

                  (a)  Maker  shall  fail to pay  when due any  principal  of or
         accrued and unpaid interest on this Note;

                  (b)  Maker  shall  commence  a  voluntary  proceeding  seeking
         liquidation, reorganization, or other relief with respect to himself or
         his debts under any bankruptcy, insolvency, or other similar law now or
         hereafter in effect, or seeking the appointment of a trustee, receiver,
         liquidator,  custodian,  or  other  similar  official  for  Maker  or a
         substantial  part of  Maker's  property  or shall  consent  to any such
         relief  or to the  appointment  of or  taking  possession  by any  such
         official in an involuntary case or other proceeding  commenced  against
         Maker or shall make a general  assignment  for the benefit of creditors
         or shall  generally  fail to pay  Maker's  debts as they  become due or
         shall take any action to authorize any of the foregoing;

                  (c) Any  involuntary  proceeding  shall be  commenced  against
         Maker seeking liquidation, reorganization, or other relief with respect
         to Maker or Maker's debts under any  bankruptcy,  insolvency,  or other
         similar law now or hereafter in effect, or seeking the appointment of a
         trustee, receiver, liquidator, custodian, or other similar official for
         Maker or a substantial part of Maker's  property,  and such involuntary
         proceeding shall remain  undismissed and unstayed for a period of sixty
         (60) days;

                  (d) This Note  shall  cease to be in full  force and effect or
         shall  be  declared  null and void or the  validity  or  enforceability
         hereof shall be contested or challenged  by Maker,  or Maker shall deny
         that Maker has any further liability or obligation under this Note;

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                  (e) Maker, any guarantor,  surety, or other person ever liable
         for the  payment of this Note  shall,  if an  individual,  have died or
         become  incompetent,   or,  if  not  an  individual,  have  liquidated,
         dissolved or otherwise ceased to exist;

                  (f) Maker shall sell, transfer,  exchange or otherwise dispose
         or agree to dispose of all or any  portion  of the  Collateral  (except
         pursuant to a sale of the Collateral to which the proceeds of such sale
         are paid directly to Payee in full satisfaction of Maker's  obligations
         under this Note); or

                  (g) Maker shall further  pledge,  assign or deliver a security
         interest in the Collateral to any person other than Payee.

         Upon the occurrence and during the continuance of any Event of Default,
the holder  hereof  may, at such  holder's  option,  declare  the entire  unpaid
principal  of and  accrued  interest  on this Note  immediately  due and payable
without notice, demand or presentment,  all of which are hereby waived, and upon
such  declaration,  the same  shall  become  and  shall be  immediately  due and
payable,  and the holder  hereof  shall have the right to foreclose or otherwise
enforce all liens or the security  interest granted herein,  or any part hereof,
and offset against this Note any sum or sums owed by the holder hereof to Maker.
Maker  expressly  agrees that in the event the value of the Collateral  securing
Maker's  obligations  hereunder shall be less than the total amount due to Payee
under this Note,  Payee shall have the right to foreclose  or otherwise  enforce
its security  interest  hereunder.  Failure of the holder hereof to exercise the
foregoing  options  shall not  constitute  a waiver of the right to exercise the
same upon the  occurrence of a subsequent  Event of Default.  It shall not be an
Event of Default if Compounding Annual Interest occurs.

         THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF ILLINOIS AND THE  APPLICABLE  LAWS OF THE UNITED  STATES OF
AMERICA.  This Note is  performable  in Cook  County,  Illinois.  Any  action or
proceeding  under or in  connection  with this Note  against  Maker or any other
party ever liable for  payment of any sums of money  payable on this Note may be
brought in any state or federal court in Cook County,  Illinois.  Maker and each
such other party hereby irrevocably (i) submit to the nonexclusive  jurisdiction
of such courts,  and (ii) waive any objection  Maker or any such other party may
now or hereafter  have as to the venue of any such action or proceeding  brought
in such court or that such court is an inconvenient forum.  Nothing herein shall
affect the right of Payee to bring any action or proceeding against Maker or any
other party liable  hereunder or with respect to any  collateral in any state or
federal  court in any other  jurisdiction.  Any action or proceeding by Maker or
any other party liable hereunder  against Payee shall be brought only in a court
located in Cook County, Illinois.

         Maker and each surety, guarantor, endorser, and other party ever liable
for  payment of any sums of money  payable on this Note  jointly  and  severally
waive notice,  presentment,  demand for payment,  protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice  of intent to  demand,  diligence  in  collecting,  grace,  and all other
formalities of any kind,  and consent to all  extensions  without notice for any
period or periods of time and partial  payments,  before or after maturity,  and
any  impairment of any collateral  securing this Note, all without  prejudice to
the holder  hereof.  The holder of this Note shall  similarly  have the right to
deal in any way, at any time, with one or more of the foregoing  parties without
notice to any other party,  and to grant any such party any  extensions  of

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time for payment of any of said  indebtedness,  or to release or substitute part
or all of the collateral  securing this Note, or to grant any other  indulgences
or forbearances whatsoever, without notice to any other party and without in any
way affecting the personal liability of any party hereunder.

         THIS NOTE AND ALL OTHER INSTRUMENTS,  DOCUMENTS AND AGREEMENTS EXECUTED
AND DELIVERED BY MAKER IN  CONNECTION  WITH THE  INDEBTEDNESS  EVIDENCED BY THIS
NOTE EMBODY THE FINAL,  ENTIRE  AGREEMENT OF MAKER AND PAYEE WITH RESPECT TO THE
INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS,   REPRESENTATIONS  AND  UNDERSTANDINGS,  WHETHER  WRITTEN  OR  ORAL,
RELATING TO THE INDEBTEDNESS  EVIDENCED BY THIS NOTE AND MAY NOT BE CONTRADICTED
OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF MAKER AND PAYEE.  THERE ARE NO ORAL AGREEMENTS  BETWEEN MAKER AND
PAYEE.

                                  MAKER



                                  By:
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</TEXT>
</DOCUMENT>
