SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (D)
                                    of the
                        SECURITIES EXCHANGE ACT OF 1934

                        Date of Report:   May 15, 1997


                   FIRST NATIONS FINANCIAL SERVICES COMPANY
            (Exact name of registrant as specified in its charter)


                                   DELAWARE
         (State or other jurisdiction of incorporation or organization)

          333-1612                              76-0481583
     (Commission  File  Number)          (IRS  Employer Identification Number)


                            C/O WILLIAM T. JULIANO
                          CHRISTIANA EXECUTIVE CAMPUS
                       220 CONTINENTAL DRIVE, SUITE 310
                          NEWARK, DELAWARE 19713-4314
                   (Address of principal executive offices)

                                (800) 790-2474
             (Registrant's telephone number, including area code)










ITEM  5.          OTHER  EVENTS
--------          -------------

(a)         On the 10th day of April, 1997 the State of Florida, Department of
Banking  and  Finance  issued  a  Mortgage  Lender  License  to  First Nations
Financial  Services  Company  (the  "Company").

(b)       On the 23rd day of April, 1997 the Company entered into an Indenture
with  Norwest  Bank  Minnesota,  National  Association for the benefit of each
other  and  for  the  equal  and  ratable benefit of the Holders of the Senior
Subordinated,  Fixed  Rate  Term  Notes  of the Company issued pursuant to the
Company's  registration  statement  on  Form  SB-2  declared  effective by the
Securities  and  Exchange  Commission  on  February  19,  1996.

(c)        On the 30th day of April, 1997 the State of Delaware, Department of
Justice  approved  the  individual's Issuer Agent registration and is allowing
the  Company  to  sell  its  own  securities.

(d)          On  the 14th day of May, 1997 the State of Florida, Department of
Banking  and  Finance  approved  the  Company  as  an  Issuer/Dealer.


ITEM  7.          EXHIBITS
--------          --------

     1.        Indenture dated as of the 23rd day of April, 1997 between First
Nations  Financial  Services  Company  and  Norwest  Bank  Minnesota, National
Association.


                                   SIGNATURE

     Pursuant  to the requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  hereunto  duly  authorized.




       William  T.  Juliano,  President


Date:    May  15,  1997

                         Item 7 -- Exhibit 1 - Page 52

                         Item 7 -- Exhibit 1 - Page 53

                         Item 7 -- Exhibit 1 - Page 1
                              ITEM 7 - EXHIBIT 1






                                   INDENTURE

                   FIRST NATIONS FINANCIAL SERVICES COMPANY

                                    OBLIGOR



                                  $50,000,000

                  SENIOR SUBORDINATED, FIXED RATE TERM NOTES

                      __________________________________


                 NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                    TRUSTEE



                          DATED AS OF APRIL 23, 1996

<PAGE>

                               TABLE OF CONTENTS


ARTICLE  I  DEFINITIONS  AND  INCORPORATION  BY  REFERENCE
Section  1.1  Definitions
Section  1.2  Other  Definitions
Section  1.3  Incorporation  by  Reference  of  Trust  Indenture  Act
Section  1.4  Rules  of  Construction

ARTICLE  II  THE  SECURITIES
Section  2.1  Form  and  Dating,  Denominations  and  Interest  Rates
Section  2.2  Execution  and  Authentication
Section  2.3  Registrar  and  Paying  Agent
Section  2.4  Paying  Agent  to  Hold  Money  in  Trust
Section  2.5  Noteholder  Lists
Section  2.6  Transfer  and  Exchange
Section  2.7  Payment of Principal and Interest; Principal and Interest Rights
Preserved
Section  2.8  Replacement  Notes
Section  2.9  Outstanding  Notes
Section  2.10  Treasury  Notes
Section  2.11  Temporary  Notes
Section  2.12  Cancellation
Section  2.13  Defaulted  Interest

ARTICLE  III  REDEMPTION
Section  3.1  Right  of  Redemption  Limited
Section  3.2  Notice  of  Redemption
Section  3.3  Payment  of  Notes  Called  for  Redemption
Section  3.4  Mandatory  Redemption

ARTICLE  IV  COVENANTS
Section  4.1  Payment  of  Notes
Section  4.2  Maintenance  of  Office  or  Agency
Section  4.3  SEC  Reports
Section  4.4  Compliance  Certificate
Section  4.5  Stay,  Extension  and  Usury  Laws
Section  4.6  Liquidation

ARTICLE  V  SUCCESSORS
Section  5.1  When  the  Company  May  Merge,  etc.
Section  5.2  Successor  Corporation  Substituted

ARTICLE  VI  DEFAULTS  AND  REMEDIES
Section  6.1  Events  of  Default
Section  6.2  Acceleration
Section  6.3  Other  Remedies
Section  6.4  Waiver  of  Past  Defaults
Section  6.5  Control  by  Holders
Section  6.6  Limitation  on  Suits
Section  6.7  Rights  of  Holders  to  Receive  Payment
Section  6.8  Collection  Suit  by  Trustee
Section  6.9  Trustee  May  File  Proofs  of  Claim
Section  6.10  Priorities
Section  6.11  Undertaking  for  Costs

ARTICLE  VII  TRUSTEE
Section  7.1  Duties  of  Trustee
Section  7.2  Rights  of  Trustee
Section  7.3  Individual  Rights  of  Trustee
Section  7.4  Trustee's  Disclaimer
Section  7.5  Notice  of  Defaults
Section  7.6  Reports  by  Trustee  to  Holders
Section  7.7  Compensation  and  Indemnity
Section  7.8  Replacement  of  Trustee
Section  7.9  Successor  Trustee  by  Merger,  etc.
Section  7.10  Eligibility  Disqualification
Section  7.11  Preferential  Collection  of  Claims  Against  Company

ARTICLE  VIII  DISCHARGE  OF  INDENTURE
Section  8.1  Termination  of  Company's  Obligations
Section  8.2  Application  of  Trust  Money
Section  8.3  Repayment  to  Company
Section  8.4  Reinstatement

ARTICLE  IX  AMENDMENTS
Section  9.1  Without  Consent  of  Holders
Section  9.2  With  Consent  of  Holders
Section  9.3  Compliance  with  Trust  Indenture  Act
Section  9.4  Revocation  and  Effect  of  Consents
Section  9.5  Notation  on  or  Exchange  of  Notes
Section  9.6  Trustee  to  Sign  Amendments,  etc.

ARTICLE  X  SUBORDINATION
Section  10.1  Agreement  to  Subordinate
Section  10.2  Liquidation:  Dissolution:  Bankruptcy
Section  10.3  Default  on  Designated  Senior  Debt
Section  10.4  When  Distribution  Must  Be  Paid  Over
Section  10.5  Notice  by  Company
Section  10.6  Subrogation
Section  10.7  Relative  Rights
Section  10.8  Subordination  May Not Be Impaired by the Company or Holders of
Senior
     Debt
Section  10.9  Distribution  or  Notice  to  Representative
Section  10.10  Rights  of  Trustee  and  Paying  Agent
Section  10.11  Authorization  to  Effect  Subordination
Section  10.12  Article  Applicable  to  Paying  Agent
Section  10.13  No  Recourse
Section  10.14  Miscellaneous

ARTICLE  XI  MISCELLANEOUS
Section  11.1  Trust  Indenture  Act  Controls
Section  11.2  Notices
Section  11.3  Communication  by  Holders  with  Other  Holders
Section  11.4  Certificate  and  Opinion  as  to  Conditions  Precedent
Section  11.5  Statements  Required  in  Order,  Certificate  or  Opinion
Section  11.6  Rules  by  Trustee  and  Agents
Section  11.7  Legal  Holidays
Section  11.8  No  Recourse  Against  Others
Section  11.9  Multiple  Originals
Section  11.10  Governing  Law
Section  11.11  No  Adverse  Interpretation  of  Other  Agreements
Section  11.12  Successors
Section  11.13  Severability
Section  11.14  Counterpart  Originals
Section  11.15  Table  of  Contents,  Headings,  etc.

SIGNATURES


<PAGE>
                                   INDENTURE

     INDENTURE dated as of April 23, 1996, by First Nations Financial Services
Company,  a  Delaware corporation (the "Company"), and Norwest Bank Minnesota,
National  Association  as  trustee  (the  "Trustee").

     The  Company  and  the  Trustee  agree as follows for the benefit of each
other  and  for  the  equal  and  ratable benefit of the Holders of the Senior
Subordinated,  Fixed  Rate  Term  Notes  of the Company issued pursuant to the
Company's  registration  statement  on  Form  SB-2  declared  effective by the
Securities  and  Exchange  Commission  on  or  about  February  19,  1996 (the
"Notes").


                                   ARTICLE I
                         DEFINITIONS AND INCORPORATION
       BY REFERENCE ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

Section  1.1          Definitions"Section1.1Definitions"
                      -----------

     "Affiliate"  of  any  specified Person means any other Person directly or
indirectly  controlling  or  controlled  by or under direct or indirect common
control  with  such  specified  Person.   For the purposes of this definition,
"control"  (including,  with  correlative  meanings,  the terms "controlling,"
"controlled  by" and "under common control with"), as used with respect to any
Person,  shall  mean  the  possession, directly or indirectly, of the power to
direct  or  cause  the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.

     "Agent"  means  any Registrar, Paying Agent or co-registrar of the Notes.

     "Board  of  Directors" means the Board of Directors of the Company or any
authorized  committee  of  the  Board  of  Directors.

     "Business  Day"  means  any  day  other  than  a  Legal  Holiday.

     "Company"  means  First  Nations  Financial  Services Company, unless and
until  replaced  by  a  successor  in  accordance  with  Article  V hereof and
thereafter  means  such  successor.

     "Company  Order"  means  a written order or request signed in the name of
the  Company  by  an  Officer.

     "Corporate  Trust  Office"  means  the office of the Trustee at which the
corporate  trust  business  of  the  Trustee shall, at any particular time, be
principally  administered,  which  office  is,  at  the  date as of which this
Indenture  is  originally  dated,  located  at  Norwest  Bank Minnesota, N.A.,
Corporate  Trust,  Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479-0069.    Attention:  Corporate  Trust.

     "Default"  means  any  event  that  is or with the passage of time or the
giving  of  notice  or  both  would  be  an  Event  of  Default.

     "Exchange  Act"  means  the  Securities Exchange Act of 1934, as amended.

     "GAAP"  means,  as  of any date, generally accepted accounting principles
set  forth  in  the  opinions  and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and  pronouncements  of  the  Financial  Accounting Standards Board or in such
other  statements by such other entity as approved by a significant segment of
the  accounting  profession,  which  are  in  effect  from  time  to  time.

     "Guarantee"  means  a  guarantee (other than by endorsement of negotiable
instruments  for  collection  in  the  ordinary course of business), direct or
indirect,  in any manner (including, without limitation, letters of credit and
reimbursement  agreements  in  respect  thereof),  of  all  or any part of any
Indebtedness.

     "Holder"  or  "Noteholder"  means  a  Person  in  whose  name  a  Note is
registered.

     "Indebtedness"  means,  with  respect  to any Person, any indebtedness of
such  Person,  whether  or  not  contingent,  in  respect of borrowed money or
evidenced  by  bonds,  notes,  debentures or similar instruments or letters of
credit  (or  reimbursement  agreements in respect thereof) or representing the
balance  deferred  and unpaid of the purchase price of any property (including
capital Lease obligations) or representing any hedging obligations, except any
such balance that constitutes an accrued expense or a trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
hedging  obligations) would appear as a liability upon a balance sheet of such
Person  prepared in accordance with GAAP, and also includes, to the extent not
otherwise  included,  (a) the Guarantee of items that would be included within
this  definition, and (b) liability for items that would arise by operation of
a  Person's  status  as  a  general  partner  of  a  partnership.

     "Indenture" means, this Indenture as amended or supplemented from time to
time.

     "Interest  Accrual  Date"  means  with  respect to any Note, the date the
Company  accepts funds for the purchase of the Note if such funds are received
by 2:00 p.m. (EDT) on a Business Day, or if such funds are not so received, on
the  next  Business  Day.

     "Interest  Accrual  Period"  means,  as to each Note, the period from the
later of the Interest Accrual Date of such Note or the day of the last Payment
Date  upon  which  an  interest  payment  was  made  until  the day before the
following Payment Date during which interest accrues on each Note with respect
to  any  Payment  Date.

     "Issue Date" means, with respect to any Note, the date on which such Note
is  first  executed,  authenticated  and  delivered.

     "Maturity  Date"  means,  with respect to any Note, the date on which the
principal  of  such  Note  becomes  due  and  payable  as  therein  provided.

     "Maturity  Record Date" means, with respect to any Note, as of 11:59 p.m.
of  the  date  fifteen  days  prior  to  the  Maturity Date or Redemption Date
applicable  to  such  Note.

     "Notes"  means  the  Company's Senior Subordinated, Fixed Rate Term Notes
issued  under  this  Indenture.

     "Obligations"  means  any  principal,  interest  (including Post-Petition
Interest),  penalties,  fees,  indemnifications,  reimbursements,  damages and
other  liabilities payable under the documentation governing any indebtedness.

     "Officer"  means the Chairman of the Board or principal executive officer
of  the  Company, the President or operating officer of the Company, the Chief
Financial  Officer  or  principal  financial  officer  of  the  Company,  the
Treasurer,  any  Assistant  Treasurer,  Controller or principal officer of the
Company,  Secretary  or  any  Vice-President  of  the  Company.

     "Officers'  Certificate"  means a certificate signed by two Officers, one
of  whom must be the principal executive officer, principal operating officer,
principal  financial  officer  or principal accounting officer of the Company.

     "Opinion  of  Counsel"  means  an  opinion  from  legal  counsel  who  is
reasonably  acceptable  to  the Trustee.  The counsel may be an employee of or
counsel  to  the  Company  or  the  Trustee.

     "Paying  Agent"  means the Trustee or any other depository institution or
trust  company that is authorized pursuant to Section 2.3 to pay the principal
of,  or  interest  on,  any  Notes  on  behalf  of  the  Company.

     "Payment Date" means the 15th day of each calendar month, or if such 15th
day  is  not  a Business Day, the Business Day immediately following such 15th
day and, with respect to a specific Note, the Maturity Date or Redemption Date
of  such  Note.

     "Person"  means  any individual, corporation, partnership, joint venture,
association,  joint  stock  company,  trust,  unincorporated  organization  or
government  or  any  agency  or  political  subdivision  thereof.

     "Post-Petition  Interest"  means interest accruing after the commencement
of any bankruptcy or insolvency case or proceeding with respect to the Company
or  any  receivership,  liquidation,  reorganization  or other similar case or
proceeding  in  connection  therewith,  at  the  ram  applicable  to  such
Indebtedness,  whether  or not such interest is an allowable claim in any such
proceeding.

     "Redemption  Date"  has  the  meaning  given  in  Article  III  hereof.

     "Redemption  Price"  means,  with respect to any Note to be redeemed, the
principal  amount of such Note plus the interest accrued but unpaid during the
Interest  Accrual  Period  up  to  the  Redemption  Date  for  such  security.

     "Registrar"  means  the  Trustee  or  any other depository institution or
trust  company  that  is  authorized  pursuant  to Section 2.3 to maintain the
register  of  the  Notes  issued  under  the  terms  of  this  Indenture.

     "Regular  Record  Date" means, with respect to a particular Payment Date,
as  of  11:59  p.m.  of  the  date  fifteen  days  prior to such Payment Date.

     "Responsible  Officer"  when  used with respect to the Trustee, means any
officer  in  its Corporate Trust Office, or any other assistant officer of the
Trustee in its Corporate Trust Office customarily performing functions similar
to  those  performed  by  the  Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or  her  knowledge  of  and  familiarity  with  the  particular  subject.

     "SEC"  means  the  Securities  and  Exchange  Commission.

     "Senior  Debt"  means  any  Indebtedness (whether outstanding on the date
hereof  or  thereafter  created)  incurred  by  the Company in connection with
borrowings  by  the  Company  (including  its subsidiaries) from a bank, trust
company, insurance company, or from any other lender whether such Indebtedness
is  or is not specifically designated by the Company as being 'Senior Debt" in
its  defining  instruments.  The defining instruments creating any Senior Debt
may  contain  provisions for acceleration of maturity in the event of a change
of  control  of  the  Company.

     "TIA"  means  the Trust Indenture Act of 1939 (15 U.S.C.    77aaa-77bbbb)
as  in  effect on the date on which this Indenture is qualified under the TIA.

     "Total  Permanent Disability" means a determination by a physician chosen
by the Company that the Holder of a Note, who was gainfully employed on a full
time basis at the Issue Date of such security is unable to work on a full time
basis  during  the  succeeding  twenty-four  months.    For  purposes  of this
definition,  "working  on a full time basis" shall mean working at least forty
hours  per  week.

     "Trustee"  means  Norwest  Bank  Minnesota,  National Association until a
successor  replaces  it  in  accordance with the applicable provisions of this
Indenture  and  thereafter  means  the  successor  serving  hereunder.

     "U.S.  Government  Obligations"  means  direct  obligations of the United
States of America, or any agency or instrumentality thereof for the payment of
which  the  full  faith and credit of the United States of America is pledged.

Section  1.2          Other  Definitions"Section1.2OtherDefinitions"
                      ------------------
          Defined  in
     Term                  Section
     ----          ---------------

     "Bankruptcy  Law"                    6.1
     "Custodian"                    6.1
     "Event  of  Default"                    6.1
     "Legal  Holiday"                    11.7
     "Payment  Blockage  Period"                    10.3
     "Payment  Notices"                    10.3

Section  1.3          Incorporation  by  Reference  of  Trust  Indenture  Act
                      -------------------------------------------------------
"Section1.3IncorporationbyReferenceofTrustIndentureAct"

     Whenever  this  Indenture refers to a provision of the TIA, the provision
is  incorporated  by  reference  in  and  made  a part of this Indenture.  The
following  TIA  terms  used  in  this  Indenture  have the following meanings:

     "indenture  securities"  means  the  Notes;
      ---------------------

     "indenture  security  holder"  means  a  Noteholder;
      ---------------------------

     "indenture  to  be  qualified"  means  this  Indenture;
      ----------------------------

     "indenture  trustee"  or  "institutional  trustee"  means  the  Trustee;
      ------------------        ----------------------

     "obligor"  on  the  Notes means the Company or any successor obligor upon
      -------
the  Notes.

     All  other  terms  used  in  this  Indenture that are defined by the TIA,
defined  by  TIA reference to another statute or defined by SEC rule under the
TIA  have  the  meanings  so  assigned  to  them.

Section  1.4          Rules  of  Construction"Section1.4RulesofConstruction"
                      -----------------------

     Unless  the  context  otherwise  requires:

          (a)          a  term  has  the  meaning  assigned  to  it;

          (b)         an accounting term not otherwise defined has the meaning
assigned  to  it  in  accordance  with  GAAP;

          (c)          references  to GAAP, as of any date, shall mean GAAP in
effect  in  the  United  States  as  of  such  date;

          (d)          "or"  is  not  exclusive;

          (e)      words in the singular include the plural, and in the plural
include  the  singular;  and

          (f)          provisions apply to successive events and transactions.


                                  ARTICLE II
                           THE SECURITIES ARTICLE II
                                THE SECURITIES 

Section  2.1          Form  and  Dating,  Denominations  and  Interest
                      ------------------------------------------------
Rates"Section2.1FormandDating,DenominationsandInterestRates"
                --

     The  Notes  and  the  Trustee's  certificate  of  authentication shall be
substantially  in  the  form  of  Exhibit  A  hereto,  the  terms of which are
incorporated  in and made a part of this Indenture.  The outstanding aggregate
principal  amount  of Notes outstanding at any time is limited to $50 million,
provided,  however,  that the Company and the Trustee may, without the consent
of  any Holder, increase such aggregate principal amount of Notes which may be
outstanding  at  any  time.    The  Notes  may  have  notations,  legends  or
endorsements  required  by  law,  stock exchange rule, agreements to which the
Company  is  subject  or  usage.    Each  Note  shall be dated the date of its
authentication.   Each Note shall be in such denomination as may be designated
from  time  to time by the Company but in no event in a denomination less than
$1,000  and in multiples of not less than $25.  Each Note shall have a term of
not  less  than  three  months  and  not  greater  than  ten years as shall be
designated  by  the  Company  from  time  to  time.

     Each Note shall bear interest from and commencing on its Interest Accrual
Date  at  such  rate  of  interest as the Company shall determine from time to
time;  provided, however, that the interest rate will be fixed for the term of
the  Note  upon  issuance,  subject to change upon extension.  A Company Order
delivered to the Trustee shall specify the rate of interest applicable to each
term  of  the  Notes  determined  by  the  Company  from  time  to  time.

     Interest  on  a  Note  with  a  term  of  twelve (12) months or less will
compound  daily  and  be  payable  at  maturity.  Interest on a Note of longer
duration will compound daily and the Holder thereof may elect to have interest
paid  monthly,  on  the  fifteenth  day  of each calendar month, quarterly, on
January 15, April 15, July 15 and October 15, semi-annually, on January 15 and
July  15, annually, on January 15, or upon maturity.  A Holder may change this
election once during the term of the Note.  The Company will provide a form to
request  a  change of interest payment election.  Use of such form by a Holder
is  not required.  However, requests to change the interest payment must be in
writing.

     The Company will give each Holder (existing as of the applicable Maturity
Record  Dated) a written notice at least seven days prior to the Maturity Date
of  the Note held by such Holder reminding such Holder of the pending maturity
of the Note and noticing the Holder of the Company's intention to repay, or if
the  Company  does  not intend to repay the Note reminding the Holder that the
automatic extension provision described in the next paragraph will take effect
unless  the  Holder  requests  payment  and  stating the interest rate payable
during  the  renewal  term.    Such  notice  shall  also state that payment of
principal  of  a Note be made upon presentation and surrender of such Note and
shall  specify  the place where such Note may be presented and surrendered for
the  making  of  such payment.  If the Company gives notice to a Holder of the
Company's intention to repay a Note at maturity, no interest will accrue after
the  maturity  Date  for such Note.  Otherwise, if a Holder requests repayment
within  seven  days  after the Maturity Date, the Company will pay interest on
the  Note  during  the  period  after  the  Note's  Maturity Date and prior to
redemption  at  the  lower  of (i) the lowest interest rate then being paid on
debt securities being offered by the Company to the general public or (ii) the
rate  being  paid  on  such  Note  immediately  prior  to  it  maturity.

     If,  within  seven  days  after the Maturity Date, of a Note, a Holder of
such  Note  has  not  demanded  repayment of the Note, and the Company has not
noticed  its  intention  to  repay  such  Note  at  least  seven days prior to
maturity,  such  Note  shall  be extended automatically for the same term, and
shall  be deemed to have been renewed by the Holder thereof as of the Maturity
Date.  A Note will continue to renew as described herein absent some permitted
action be either the Holder or the Company.  Interest shall continue to accrue
from the first day of such renewed term.  Such Note, as renewed, will continue
in  all  its provisions, including provisions relating to payment, except that
the  interest  rate payable during any renewed term shall be the interest rate
which is being offered by the Company on similar Notes as of the renewal date.
If  similar  Notes  are  not then being issued, the interest rate upon renewal
will  be  the  Note's  current  rate.   The Company will provide a request for
repayment form along with the notice of maturity. Use of such form by a Holder
is  not  a condition of repayment.  However, requests for repayment must be in
writing.

     Subordinated Notes with a duration of greater than twelve (12) months are
subject  to  early  repayment  at the election (a) of the Holder only upon the
occurrence  of a Total Permanent Disability of such Holder (or if such Note is
held jointly, upon the Total Permanent Disability of one of such Holders), (b)
of  a  Holder's  estate  after  a  Holder's  death or (c) if such Note is held
jointly, of a Holder upon the death of such Holder's joint Holder.  Otherwise,
Holders  will have no right to demand early repayment.  Holders electing early
repayment  shall  do  so by complying with the procedures described in Section
3.4.

     The terms and provisions contained in the Notes shall constitute, and are
hereby  expressly made, a part of this Indenture and to the extent applicable,
the  Company  and  the  Trustee,  by  their  execution  and  delivery  of this
Indenture,  and  the  Holders  by accepting the Notes, expressly agree to such
terms  and  provisions  and  to  be bound thereby.  In case of a conflict, the
provisions  of  this  Indenture  shall  control.

Section  2.2          Execution  and
                      --------------
Authentication"Section2.2ExecutionandAuthentication"
                -------------

     Two  Officers  of  the  Company  shall  sign the Notes for the Company by
manual  or facsimile signature.  The Company's seal shall be reproduced on the
Notes.  If an Officer whose signature is on a Note no longer holds that office
at  the  time  the  Note  is  authenticated  by  the  Trustee,  the Note shall
nevertheless  be  valid.

     A  Note  shall  not be valid until authenticated by the authorized manual
signature  of  the  Trustee.  The signature of the Trustee shall be conclusive
evidence  that  the  Note  has  been  authenticated  under  this  Indenture.

     All  of  the  Notes  are not to be issued at one time.  Therefore, at any
time and from time to time after the execution and delivery of this Indenture,
the  Company  may  deliver  Notes  executed by the Company, to the Trustee for
authentication,  together  with  a  Company  Order for the authentication, and
delivery  of  such  Notes.    Such Company Order shall set forth the necessary
information  in  form acceptable to the Trustee for the issuance of such Notes
including  the  interest  rate, Maturity Date, Issue Date and Interest Accrual
Date.

     The  Trustee  shall  be entitled to receive, and (subject to Section 7.1)
shall  be  fully  protected  in  relying upon, prior to the authentication and
delivery  of the Notes, (i) a Company Order specifying the terms of the Notes,
(ii)  a certified copy of one or more resolutions of the Board of Directors of
the Company by or pursuant to which the terms of such Notes have been approved
and,  if requested by the Trustee (iii) an Opinion of Counsel substantially to
the  effect  that:

     (a)          all  instruments  furnished by the Company to the Trustee in
connection  with  the authentication and delivery of such Notes conform to the
requirements  of  this Indenture and constitute sufficient authority hereunder
for  the  Trustee  to  authenticate  and  deliver  such  Notes;

     (b)          the  form  and  terms of such Notes have been established in
conformity  with  the  provisions  of  this  Indenture;

     (c)          in the event that the forms or terms of such Notes have been
established  in  a  supplemental indenture, the execution and delivery of such
supplemental  indenture  has  been  duly authorized by all necessary corporate
action  of the Company, such supplemental indenture has been duly executed and
delivered  by  the  Company  and,  assuming  due  authorization, execution and
delivery by the Trustee, is a valid and binding obligation enforceable against
the  Company  in  accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and subject,
as  to  enforceability, to general principles of equity (regardless of whether
enforcement  is  sought  in  a  proceeding  in  equity  or  at  law);

     (d)          the  execution  and  delivery  of  such Notes have been duly
authorized  by  all  necessary  corporate action of the Company and such Notes
have been duly executed by the Company and, assuming due authentication by the
Trustee  and  delivered  by  the  Company,  are  valid and binding obligations
enforceable  against  the  Company in accordance with their terms, entitled to
the  benefit of the Indenture subject to applicable bankruptcy, insolvency and
similar  laws  affecting  creditors'  rights  generally  and  subject,  as  to
enforceability,  to  general  principles  of  equity  (regardless  of  whether
enforcement is sought in a proceeding in equity or at law) and subject to such
other  exceptions  as  counsel shall request and as to which the Trustee shall
not  reasonably  object;  and

     (e)     the amount of Notes Outstanding of such series, together with the
amount of such Notes, does not exceed any limit established under the terms of
this Indenture on the amount of Notes that may be authenticated and delivered.

     The  Trustee  shall  not  be  required  to authenticate such Notes if the
issuance  of  such  Notes pursuant to this Indenture will affect the Trustee's
own  rights,  duties  or  immunities  under  the Notes and this Indenture is a
manner  which  is  not  reasonably  acceptable  to  the  Trustee.

     No Note shall be entitled to any benefit under this Indenture or be valid
or  obligatory for any purpose unless there appears on such Note a certificate
of  authentication  substantially in one of the forms provided for herein duly
executed  by  the  Trustee or by an authenticating agent, and such certificate
upon  any  Note shall be conclusive evidence, and the only evidence, that such
Note  has  been  duly authenticated and delivered hereunder and is entitled to
the  benefits  of  this Indenture.  Notwithstanding the foregoing, if any Note
shall  have  been  duly authenticated and delivered hereunder but never issued
and  sold  by  the  Company,  and  the  Company shall deliver such Note to the
Trustee  for cancellation as provided in Section 2.12, together with a Company
Order  to  such  effect,  the  Trustee  shall  cancel  such Note in the manner
provided  in  Section  2.12.

     The Trustee shall, upon receipt of a Company Order, together with such of
the  above  described  instruments  and  documents  requested  by the Trustee,
authenticate  Notes  for  original  issue.    Notes  shall  be  issued only in
registered  form  and  shall  be  dated  the  date  of  authentication.

     The Trustee may appoint an authenticating agent acceptable to the Company
to  authenticate  Notes.   Unless limited by the terms of such appointment, an
authenticating  agent  may authenticate a Note whenever the Trustee may do so.
Each  reference  in  this  Indenture to authentication by the Trustee includes
authentication  by such agent.  An authenticating agent has the same rights as
an  Agent  to  deal  with  the  Company.

Section  2.3     Registrar and Paying Agent"Section2.3RegistrarandPayingAgent"
                 --------------------------

     The  Company  shall  maintain  (i) an office or agency where Notes may be
presented  for registration of transfer or for exchange ("Registrar") and (ii)
an office or agency where Notes may be presented for payment ("Paying Agent").
The  Registrar  shall  keep  a register of the Notes and of their transfer and
exchange.    With  the  prior  written consent of the Trustee, the Company may
appoint  one  or  more  co-registrars  but  only  one  paying agent.  The term
"Registrar"  includes  any  co-registrar, and the term "Paying Agent" includes
any  successor  paying  agent.  With the prior written consent of the Trustee,
the  Company  may change the Paying agent or Registrar without prior notice to
any  Noteholder,  provided  that  the  Company  shall  promptly  notify  the
Noteholders  of  the  name  and  address  of  any  Agent  not  a party to this
Indenture.    The  Company  may  not act as Paying Agent or Registrar.  In the
event the Company utilizes any Agent other than the Trustee, the Company shall
enter  into  an  appropriate agency agreement with such Agent, which agreement
shall  incorporate  the  provisions of the TIA.  The agreement shall implement
the  provisions  of  this  Indenture  that  relate to such Agent.  The Trustee
acting  as  Registrar  and  Paying  Agent,  shall  be  entitled to appropriate
compensation  in  accordance  with  Section  7.7  hereof.

     The Company appoints the Trustee as Registrar, Paying Agent and agent for
service  of  notices  and  demands  in connection with the Notes.  The Trustee
shall  act as Registrar and Paying Agent until such time as a successor Paying
Agent  or  Registrar  is  appointed  in accordance with the provisions of this
Indenture.

Section  2.4          Paying  Agent  to  Hold  Money  in
                      ----------------------------------
Trust"Section2.4PayingAgenttoHoldMoneyinTrust"
                ----------------

     Prior  to  each  due  date  of the principal or interest on any Note, the
Company shall deposit with the Paying Agent sufficient funds to pay principal,
premium,  if  any, and interest then so becoming due and payable in cash.  The
Company  shall  require  any  Paying  Agent other than the Trustee to agree in
writing  that  the  Paying  Agent  will  hold  in  trust  for  the  benefit of
Noteholders  or the Trustee all money held by the Paying Agent for the payment
of principal or interest on the Notes, and will notify the Trustee promptly in
writing  of  any default by the Company in making any such payment.  While any
such  default  continues, the Trustee shall require the Paying Agent (if other
than  the Trustee) to pay all money held by it to the Trustee.  The Trustee at
any  time  may  require  the  Paying  Agent to pay all money held by it to the
Trustee.    Upon  payment over to the Trustee, the Paying Agent (if other than
the  Trustee)  shall  have no further liability for the money delivered to the
Trustee.  The  Company  will  give prompt written notice to the Trustee of its
intention  to  change the name and address of the Paying Agent, and any change
in  the name or address of the Paying Agent shall not be effective without the
prior  written  consent  of  the  Trustee.

Section  2.5          Noteholder  Lists"Section2.5NoteholderLists"
                      -----------------

     The  Trustee  shall  preserve  in  as  current  a  form  as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders  and  shall otherwise comply with TIA   312(a).  If the Trustee is
not  the  Registrar,  the  Company  shall  furnish to the Trustee each quarter
during  the  term of this Indenture and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably  require  of  the  names  and  addresses  of  Noteholders,  and the
aggregate  principal amount outstanding and the Company shall otherwise comply
with  TIA      312(a).

Section  2.6          Transfer  and  Exchange"Section2.6TransferandExchange"
                      -----------------------

     The  Notes  are  not  negotiable instruments and cannot be transferred by
mere endorsement and delivery.  No rights of record ownership to a Note may be
transferred  without  the  prior written consent of the Company (which consent
shall not be unreasonably withheld), when Notes are presented to the Registrar
with  the  request:

          (a)          to  register  the  transfer  of  the  Notes,  or

          (b)          to exchange such Notes for an equal principal amount of
Notes  of  other  authorized  denominations,

the Registrar shall register the transfer or make the exchange as requested if
its  requirements  for  such transactions are met; provided, however, that the
Notes  presented  or  surrendered  for  register  of  transfer  or  exchange

          (a)          shall  be  duly  endorsed  or  accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
the  Holder  thereof  or  by  his  attorney,  duly  authorized  in  writing;

          (b)       shall be accompanied by a Company Order consenting to such
transfer  or  exchange;  and

          (c)      if requested by the Company or the Registrar, an opinion of
Holder's counsel (which counsel shall be reasonably acceptable to the Company)
that  the  transfer  does  not  violate  any  applicable  securities  laws.

     To  permit  registrations  of  transfers and exchanges, the Company shall
execute  and  the  Trustee shall authenticate Notes at the Registrar's written
request.

     The  Company  may assess service charges to a Holder for any registration
or  transfer  or  exchange,  and  the  Company  may  require  payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection  therewith  (other  than  any  such  transfer  taxes  or  similar
governmental  charge  payable  upon  exchange pursuant to Section 9.5 hereof).

     All  Notes  issued upon any registration of transfer or exchange of Notes
shall  be  the valid obligations of the Company, evidencing the same debt, and
entitled  to  the  same benefits under the Indenture, as the Notes surrendered
upon  such  registration  of  transfer  or  exchange.

     Prior  to  due  presentment for registration of transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the person in whose name
any  Note  is registered as the absolute owner of such Note for the purpose of
receiving  payment  of principal of an interest on such Note and for all other
purposes  whatsoever,  whether  such Note is overdue, and neither the Trustee,
any  Agent  nor  the  Company  shall  be  affected  by notice to the contrary.

Section  2.7         Payment of Principal and Interest; Principal and Interest
                     ---------------------------------------------------------
Rights
    --
P

reserved"

     Each  Note  shall accrue interest at the rate specified for such Note and
such  interest  shall be payable on each Payment Date following the Issue Date
for  such  Note,  until  the  principal  thereof becomes due and payable.  Any
installment of interest payable on a Note that is caused to be punctually paid
or  duly  provided  for by the Company on the applicable Payment Date shall be
paid  to the Holder in whose name such Note is registered in the Note Register
on  the  applicable  Regular  Record  Date,  by  check mailed to such Holder's
address  as  it appears in the Note Register on such Regular Record Date.  The
payment  of  any  interest  payable  in  connection  with  the  payment of any
principal  payable  with respect to such Note on a Maturity Date or Redemption
Date shall be payable as provided below.  Any funds with respect to which such
checks  were  issued which remain uncollected shall be held in accordance with
Section  8.3  hereof.  Any installment of interest not punctually paid or duly
provided  for  shall  be payable in the manner and to the Holders specified in
Section  2.13  hereof.

     Each  of  the Notes shall have stated maturities of principal as shall be
indicated in each such Note.  The principal of each Note shall be paid in full
no  later  than  the  Maturity  Date  thereof  unless the term of such Note is
extended  pursuant  to Section 2.1 hereof or such Note becomes due and payable
at  an  earlier  date  by  acceleration,  redemption  or  otherwise.

     Interest  on  each  Note shall be due and payable on each Payment Date at
the  interest  rate  applicable  to  such Note for the Interest Accrual Period
related  to  such  Note  and  such  Payment  Date.

     Notwithstanding  any  of the foregoing provision with respect to payments
of  principal  of  and interest on the Notes, if the Notes have become or been
declared  due  and  payable  following  an  Event of Default, then payments of
principal  of  and  interest  on  the  Notes  shall be made in accordance with
Article  VI  hereof.

     The  principal  payment  made  on  any  Note on any Maturity Date (or the
Redemption  Price  of  any  Note  required  to  be  redeemed), and any accrued
interest  thereon,  shall  be  payable only upon presentation and surrender of
such  Note  on  or  after the Maturity Date or Redemption Date therefor at the
office  or agency of the Company maintained by it for such purpose pursuant to
Section  2.3  hereof  or  at  the  office  of  the Paying Agent for such Note.

     All  computations of interest due with respect to any Note shall be made,
unless  otherwise  specified in the Note, based upon the actual number of days
(e.g.,  365  or  366)  in  the  applicable  year.

Section  2.8          Replacement  Notes"Section2.8ReplacementNotes"
                      ------------------

     If  any  mutilated Note is surrendered to the Company, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft  of any Note, the Company shall issue and the Trustee, upon receipt of a
Company  Order  if  required  by the Trustee, shall authenticate a replacement
Note  if  the  Trustee's  requirements  for replacements of Notes are met.  If
required  by the Trustee or the Company, an unsecured indemnity agreement must
be  supplied  by  the Holder that is sufficient in the judgment of the Trustee
and  the  Company  to  protect  the  Company,  the  Trustee,  any Agent or any
authenticating  agent  from any loss which any of them may suffer if a Note is
replaced.    The  Company  and  the  Trustee  may charge for their expenses in
replacing  a  Note.

     Every  replacement  Note  is  an additional obligation of the Company and
shall  be  entitled  to  all  benefits  of  this  Indenture  equally  and
proportionately  with  all  other  Notes  duly  issued  hereunder.

Section  2.9          Outstanding  Notes"Section2.9OutstandingNotes"
                      ------------------

     The  Notes  outstandingat any time are all the Notes authenticated by the
Trustee  except  for  those  canceled  by  it,  those  delivered  to  it  for
cancellation,  and  those  described  in  this  Section  as  not  outstanding.

     If  a  Note  is  replaced pursuant to Section 2.8 hereof, it ceases to be
outstanding  unless  the  Trustee  receives  proof satisfactory to it that the
replaced  Note  is  held  by  a  bona  fide  purchaser.

     If  the principal amount of any Note is considered paid under Section 4.1
hereof,  it  ceases  to  be  outstanding  and interest on it ceases to accrue.

     Subject  to  Section 2.10 hereof, a Note does not cease to be outstanding
because  the  Company  or  an  Affiliate  of  the  Company  holds  the  Note.

Section  2.10          Treasury  Notes"Section2.10TreasuryNotes"
                       ---------------

     In  determining  whether  the Holders of the required principal amount of
Notes  have  concurred in any direction, waiver or consent, Notes owned by the
Company  or  any  Affiliate  of  the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be  protected  in relying on any such direction, waiver or consent, only Notes
that  a Responsible Officer of the Trustee actually knows to be so owned shall
be  so  disregarded.

Section  2.11          Temporary  Notes"Section2.11TemporaryNotes"
                       ----------------

     Until  Notes  are  ready  for  delivery,  the Company may prepare and the
Trustee  shall  authenticate  temporary  Notes.    Temporary  Notes  shall  be
substantially  in  the  form of Notes but may have variations that the Company
and  the  Trustee  consider  appropriate  for  temporary  Notes.    Without
unreasonable delay, the Company shall prepare and the Trustee, upon receipt of
a  Company  Order,  shall  authenticate Notes in exchange for temporary Notes.
Until  such  exchange,   temporary Notes shall be entitled to the same rights,
benefits  and  privileges  as  Notes.

Section  2.12          Cancellation"Section2.12Cancellation"
                       ------------

     The  Company  at  any  time  may  deliver  Notes  to  the  Trustee  for
cancellation.    The  Registrar  and  Paying Agent (if other than the Trustee)
shall forward to the Trustee any Notes surrendered to them for registration or
transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered
for  registration  of transfer, exchange, payment, replacement or cancellation
and  shall destroy canceled Notes (subject to the record retention requirement
of  the  Exchange  Act)  unless the Company directs them to be returned to it.
All canceled Notes held by the Trustee shall be destroyed and certification of
their  destruction  delivered  to  the  Company unless by a Company Order, the
Company  shall  direct  that  canceled  Notes  be  returned  to  it.

Section  2.13          Defaulted  Interest"Section2.13DefaultedInterest"
                       -------------------

     If  the  Company  defaults in a payment of interest on any Note, it shall
pay the defaulted interest plus, to the extent lawful, any interest payable on
the  defaulted  interest,  to  the Holder of such Note on a subsequent special
record  date,  which date shall be at the earliest practicable date but in all
events at least 5 Business Days prior to the payment date, in each case at the
rate  provided  in  the Note.  The Company shall, with written notification to
the  Trustee,  fix  or  cause  to  be  fixed each such special record date and
payment  date.    At  least  15  days before any such special record date, the
Company  (or  the  Trustee,  in the name of and at the expense of the Company)
shall  mail to Noteholder(s) a notice that states the special record date, the
related  payment  date  and  the  amount  of  such  interest  to  be  paid.


                                  ARTICLE III
                       REDEMPTION ARTICLE III REDEMPTION

Section  3.1          Right  of  Redemption
                      ---------------------
Limited"Section3.1RightofRedemptionLimited"
                -------------------

     The  Company  may not redeem, in whole or in part, any Notes prior to the
scheduled  Maturity  Date  of  the  Note  except Notes with a maturity of five
years,  or  more.  The redemption price of Notes with a maturity of five years
or  more  is the unpaid principal balance plus interest accrued to the date of
redemption  and  a  redemption  premium  in  the  amount  of 10% of the unpaid
principal.    In addition, except as provided in this Article III, the Company
shall have no mandatory redemption or sinking fund obligations with respect to
any  of  the  Notes.

Section  3.2          Notice  of  Redemption"Section3.2NoticeofRedemption"
                      ----------------------

     Notice  of  redemption  to  the holders of securities to be redeemed as a
whole  or in part shall be given by mailing notice of such redemption by first
class  mail, postage prepaid, at least 20 days and not more than 50 days prior
to  the  date  fixed  for  redemption  to  such holders of Notes at their last
addresses  as  they  shall  appear  upon  the registry books maintained by the
Registrar.   Any notice which is mailed in the manner herein provided shall be
conclusively  presumed  to  have  been  duly  given, whether or not the Holder
receives  the  notice.    Failure to give notice by mail, or any defect in the
notice  to  the  Holder of any Note designated for redemption as a whole or in
part  shall  not  affect the validity of the proceedings for the redemption of
any  other  Note.

     The  notice of redemption to each such Holder shall specify the principal
amount  of  each  Note  held by such Holder to be redeemed, the date fixed for
redemption, the redemption price, the place or places or payment, that payment
will  be  made  upon  presentation  and surrender of such Notes, that interest
accrued  to  the  date  fixed for redemption will be paid as specified in said
notice  and  that  on  and after said date interest thereon or on the portions
thereof  to  be  redeemed  will expire.  In case any Note is to be redeemed in
part  only,  the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for  redemption, upon surrender of such Note, a new Note or Notes in principal
amount  equal  to  the  unredeemed  portion  thereof  will  be  issued.

     The  notice  of  redemption  of Notes to be redeemed at the option of the
Company  shall  be  given  by the Company or, at the Company's request, by the
Trustee  in  the  name  and  at  the  expense  of  the  Company.

     On  or prior to the redemption date specified in the notice of redemption
given  as  provided in this Section, the Company will deposit with the Trustee
or  with  the  Paying Agent (if different from the Trustee) an amount of money
sufficient to redeem on the redemption date all Notes so called for redemption
at  the  appropriate  redemption  price, together with accrued interest to the
date  fixed  for redemption.  If less than all the outstanding Notes are to be
redeemed,  the  Company  will deliver to the Trustee at least 45 days prior to
the  date fixed for redemption a Company Order stating the aggregate principal
amount  of  Notes  to  be  redeemed.

     If  less  than  all the Notes eligible for redemption are to be redeemed,
the Trustee shall select the Notes to be redeemed either by lot or pro rata or
in such other manner as it shall deem appropriate and fair; provided, however,
that  if  Notes  are  selected for redemption by lot, the Trustee shall select
Notes  for  redemption  in  denominations  of  at  least $1,000, except as may
otherwise  be  agreed  between  the  Trustee  and  the  Company.  Notes may be
redeemed  in  part  in  integral  multiples  of  $25  only.  The Trustee shall
promptly  notice  the  Company in writing of the Notes selected for redemption
and,  in  the case of any Notes selected for partial redemption, the principal
amount thereof to be redeemed.  For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Notes
shall relate, in the case of any Note redeemed or to be redeemed only in part,
to the portion of the principal amount of such Note which has been or is to be
redeemed.

Section  3.3          Payment  of  Notes  Called  for
                      -------------------------------
Redemption"Section3.3PaymentofNotesCalledforRedemption"
                ------------------

     If  notice  of  redemption has been given as above provided, the Notes or
portions of the Notes specified in such notice shall become due and payable on
the  date  and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and  after  said date (unless the Company shall default in the payment of such
Notes  at  the  redemption price, together with interest accrued to said date)
interest  on  the  Notes  or  portions of Notes so called for redemption shall
cease  to  accrue  and,  except as provided in Section 7.1 and 8.2, such Notes
shall cease from and after the date fixed for redemption to be entitled to any
benefit  or  security under this Indenture, and the holders thereof shall have
no  right  in respect of such Notes except the right to receive the redemption
price  thereof  and  unpaid  interest  to  the  date fixed for redemption.  On
presentation  and  surrender  of such Notes at a place of payment specified in
said  notice,  said  Notes or the specified portions thereof shall be paid and
redeemed  by  the  Company  at  the applicable redemption price, together with
interest  accrued thereon to the date fixed for redemption; provided, that any
payment  of  interest  becoming  due on the date fixed for redemption shall be
payable to the holders of such Notes registered as such on the relevant record
date  subject  to  the  terms  and  provisions  of  Section  2.7  hereof.

     If  any  Note  called  for redemption shall not be so paid upon surrender
thereof  for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate borne by the Note
until  the  principal of such Notes shall have been paid or duly provided for.

     Upon  presentation  of  any Note redeemed in part only, the Company shall
execute  and  the Trustee shall authenticate and deliver to or on the order of
the  Holder  thereof,  at  the expense of the Company, a new Note or Notes, of
authorized  denominations, in principal amount equal to the unredeemed portion
of  the  Note  so  presented.

Section  3.4          Mandatory  Redemption"Section3.4MandatoryRedemption"
                      ---------------------

     Upon  the  death or Total Permanent Disability of a Holder of a Note, the
estate  of such Holder (in the event of death) or such Holder (in the event of
Total  Permanent  Disability)  may require the Company to redeem, in whole and
not  in  part,  the  Note  held by such Holder by delivering to the Company an
irrevocable  election  (a "Redemption Election") requiring the Company to make
such  redemption.  In the event a Note is held jointly by two or more Persons,
such  Note  shall  be  subject  to  the elective redemption provisions of this
Article  III  upon  the  death or Total Permanent Disability of either Holder.
Upon  receipt  of  a  Redemption Election, the Company shall promptly (i) make
such  investigation  as  may be necessary, (ii) request additional information
from  the  Noteholder,  including  a  certificate  of  death  or  physician's
statement, (iii) request the Noteholder to submit to a physical examination by
a physician selected by the Company, or (iv) take such other action reasonably
believed  by  the  Company to be necessary in order to determine that death or
Total  Permanent Disability has occurred.  In the event the Company determines
the  Note  is  eligible  for  redemption,  the  Company  shall  designate  the
Redemption  Date  for  such  Note.   The Redemption Date shall be no more than
fifteen  days after the Company's determination of eligibility for redemption.
The  Company  shall  instruct  the  Paying Agent, by Company Order, to pay the
Redemption  Price  to  the estate of the Holder or the Holder, as the case may
be,  in  accordance  with  the  provisions  set out in Section 2.7 hereof.  No
interest  shall  accrue on the Notes to be redeemed under this Article III for
any  period  of  time  after  the  Redemption Date for such Note and after the
Paying  Agent has tendered the Redemption Price to the Estate of the Holder or
to  the  Holder,  as  the  case  may  be.


                                  ARTICLE IV
                        COVENANTS ARTICLE IV COVENANTS

Section  4.1          Payment  of  Notes"Section4.1PaymentofNotes"
                      ------------------

     The  Company shall duly pay the principal of and interest on each Note on
the  dates  and  in  the  manner provided in the Note.  Principal and interest
shall  be  considered paid on the date due if the Paying Agent holds, at least
one  Business  Day  before  that  date,  money  deposited  by  the  Company in
immediately  available  funds  and  designated  for  and sufficient to pay all
principal  and  interest  then  due;  provided,  however,  that  principal and
interest  shall  not be considered paid within the meaning of this Section 4.1
if money is held by the Paying Agent for the benefit of holders of Senior Debt
pursuant  to  the  provisions  of  Article  X hereof.  Such Paying Agent shall
return to the Company, no later than 5 days following the date of payment, any
money  (including  accrued interest) that exceeds such amount of principal and
interest  paid  on  the  Notes  in  accordance  with  this  Section  4.1.

     To  the  extent  lawful,  the  Company  shall  pay  interest  (including
Post-Petition  Interest in any proceeding under any Bankruptcy Law) on overdue
principal  at  the rate borne by the Notes, compounded semi-annually; it shall
pay  interest  (including  Post-Petition  Interest in any proceeding under any
Bankruptcy  Law)  on  overdue  installments of interest (without regard to any
applicable  grace  period)  at  the  same  rate,  compounded  semi-annually.

Section  4.2          Maintenance  of  Office  or
                      ---------------------------
Agency"Section4.2MaintenanceofOfficeorAgency"
                ---------------------

     The  Company  will maintain an office or agency (which shall initially be
an  office  of  the  Trustee,  Registrar  or  co-registrar) where Notes may be
presented  or  surrendered  for  payment,  where  Notes may be surrendered for
registration  of transfer or exchange and where notices and demands to or upon
the  Company  in  respect  of the Notes and this Indenture may be served.  The
Company  hereby  appoints  the  Trustee  at  its Corporate Trust Office as its
office  or  agency  for  each  of said purposes.  The Company will give prompt
written notice to the Trustee of its intention to change the location, and any
change in the location of such office or agency shall not be effective without
the  prior  written  consent of the Trustee.  If at any time the Company shall
fail  to  maintain any such required office or agency or shall fail to furnish
the  Trustee with the address thereof, such presentations, surrenders, notices
and  demands  may  be  made  or  served  at  the Corporate Trust Office of the
Trustee,  and the Company hereby appoints the Trustee its agent to receive all
such  presentations,  surrenders,  notices  and  demands.

     The  Company  may  also  from  time  to  time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all  such  purposes  and may from time to time rescind such designations.  The
Company will give prompt written notice to the Trustee of any such designation
or  rescission  and  of any change in the location of any such other office or
agency and such designation, recession or change will not be effective without
the  prior  written  consent  of  the  Trustee.

     Notwithstanding  the  foregoing or any other provision of this Indenture,
neither  the  Company nor any of its Affiliates shall act as Paying Agent, and
there shall be only one Paying Agent, whether or not an Event of Default shall
have  occurred.

Section  4.3          SEC  Reports"Section4.3SECReports"
                      ------------

     The Company shall file with the Trustee, within 15 days after filing with
the  SEC,  copies of the annual reports and of the information, documents, and
other  reports  (or copies of such portions of any of the foregoing as the SEC
may  by  rules and regulations prescribe) the Company is required to file with
the  SEC  pursuant to Section 13 or 15(d) of the Exchange Act.  If the Company
is not subject to the requirements of such Section 13 or 15(d) of the Exchange
Act,  the  Company  shall continue to file with the SEC and the Trustee on :he
same  timely  basis  such reports, information and other documents as it would
file  if  it  were  subject  to the requirements of Section 13 or 15(d) of the
Exchange  Act.    The  Company  shall  also  comply with the provisions of TIA
314(a).   The Trustee shall have no duty to review such information, documents
or  reports  to  determine compliance with any provisions of the Exchange Act,
TIA  or  this  Indenture.

     So  long  as any of the Notes remain outstanding, the Company shall cause
an  annual report to stockholders and each quarterly or other financial report
furnished  by it generally to stockholders to be filed with the Trustee at the
time  of  such  mailing  or furnishing to stockholders.  If the Company is not
required  to  furnish annual or quarterly reports to its stockholders pursuant
to  the  Exchange  Act,  the  Company  shall  cause  its financial statements,
including any notes thereto (and, with respect to annual reports, an auditors'
report by the Company's certified independent accountants) and a "Management's
Discussion  and  Analysis  of  Financial  Condition  or  Plan  of Operations,"
comparable  to  that  which  would  have  been required to appear in annual or
quarterly reports filed under Section 13 or 15(d) of the Exchange Act to be so
filed  with the Trustee within 120 days after the end of each of the Company's
fiscal  years  and  within  60  days  after the end of each of the first three
quarters  of  each  such  fiscal  year.

     Whether  or  not  required  by  the rules and regulations of the SEC, the
Company  shall  file  a  copy  of all such information with the SEC for public
availability  and  make such information available to investors who request it
in  writing.

Section  4.4          Compliance  Certificate"Section4.4ComplianceCertificate"
                      -----------------------

     The  Company  shall deliver to the Trustee, within 120 days after the end
of  each  fiscal  year,  an Officers' Certificate stating that a review of the
activities of the Company during the preceding fiscal year has been made under
the  supervision  of  the  signing Officers with a view to determining whether
each  has  kept,  observed, performed and fulfilled its obligations under this
Indenture,  and  further  stating,  as  to  each  such  Officer  signing  such
certificate,  that  to  the  best  of  his  knowledge each has kept, observed,
performed  and  fulfilled  each and every covenant contained in this Indenture
and  is  not  in default in the performance or observance of any of the terms,
provisions  and  conditions hereof (or, if a Default or Event of Default shall
have  occurred,  describing  all such Defaults or Evens of Default of which he
may  have  knowledge  and  what action each is taking or proposes to take with
respect  thereto)  and that to the best of his knowledge no event has occurred
and  remains  in  existence  by  reason  of  which  payments on account of the
principal of or interest, if any, on the Notes are prohibited or if such event
has  occurred,  a  description  of the event and what action each is taking or
proposes  to  take  with  respect  thereto.

     So  long  as  not  contrary  to  the  then current recommendations of the
American  Institute  of  Certified  Public  Accountants,  the annual financial
statements  delivered  pursuant to Section 4.3 above shall be accompanied by a
written  statement  of  the  Company's  independent public accountants that in
making  the  examination  necessary  for  certification  of  such  financial
statements  nothing  has  come  to  their  attention  which would lead them to
believe  that  the  Company has violated the provisions of Section 4.1 of this
Indenture  or,  if  any such violation has occurred, specifying the nature and
period  of  existence thereof, it being understood that such accountants shall
not  be  liable directly or indirectly to any Person for any failure to obtain
knowledge  of  any  such  violation.

     The Company will, so long as any of the Notes are outstanding, deliver to
the Trustee, forthwith upon any Officer becoming aware of any Default or Event
of  Default,  an  Officers'  Certificate  specifying  such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section  4.5          Stay,  Extension  and  Usury
                      ----------------------------
Laws"Section4.5Stay,ExtensionandUsuryLaws"
                --------------------

     The  Company covenants (to the extent that it may lawfully do so) that it
will  not at any time insist upon, plead, or in any manner whatsoever claim or
take  the  benefit  or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or  the  performance of this Indenture; and the Company (to the extent that it
may  lawfully  do  so) hereby expressly waives all beneficial advantage of any
such  law,  and covenants that it will not, by resort to any such law, hinder,
delay  or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has  been  enacted.

Section  4.6          Liquidation"Section4.6Liquidation"
                      -----------

     The Board of Directors or the stockholders of the Company may not adopt a
plan  of  liquidation  that  provides for, contemplates or the effectuation of
which  is  preceded by (a) the sale, lease, conveyance or other disposition of
all  or  substantially  all  of  the  assets  of  the  Company  otherwise than
substantially  as an entirety (Section 5.1 of this Indenture being the Section
hereof  which  governs  any  such sale, lease, conveyance or other disposition
substantially as an entirety) and (b) the distribution of all or substantially
all  of  the proceeds of such sale, lease, conveyance or other disposition and
of  the remaining assets of the Company to the holders of capital stock of the
Company,  unless  the  Company,  prior  to making any liquidating distribution
pursuant  to  such plan, makes provision for the satisfaction of the Company's
Obligations  hereunder  and under the Notes as to the payment of principal and
interest.


                                   ARTICLE V
                        SUCCESSORS ARTICLE V SUCCESSORS

Section  5.1          When  the  Company  May  Merge,  etc.
                      -------------------------------------
"Section5.1WhentheCompanyMayMerge,etc."
                -------------

     The Company may not consolidate or merge with or into (whether or not the
Company  is  the  surviving  corporation),  or  sell, assign, transfer, lease,
convey  or  otherwise dispose of all or substantially all of its properties or
assets  in  one or more related transactions to another corporation, Person or
entity  unless  (a)  the Company is the surviving corporation or the entity or
the  Person  formed by or surviving any such consolidation or merger (if other
than  the  Company)  or  to  which  such  sale,  assignment,  transfer, lease,
conveyance  or  other  disposition  shall  have  been  made  is  a corporation
organized  or  existing under the laws of the United States, any state thereof
or  the  District of Columbia; (b) the entity or Person formed by or surviving
any  such consolidation or merger (if other than the Company) or the entity or
Person  to  which  such sale, assignment, transfer, lease, conveyance or other
disposition  will  have  been  made assumes all the obligations of the Company
pursuant  to a supplemental indenture in a form reasonably satisfactory to the
Trustee,  under  the  Notes and this Indenture; and (c) immediately after such
transaction  no  Default  or  Event  of  Default  exists.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed  transaction  an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture  comply  with  this  Indenture.    The  Trustee shall be entitled to
conclusively  rely  upon  such  Officers'  Certificate and Opinion of Counsel.

Section  5.2          Successor  Corporation
                      ----------------------
Substituted"Section5.2SuccessorCorporationSubstituted"
                ---------------------

     Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition  of  all  or  substantially  all  of  the assets of the Company in
accordance  with  Section  5.1,  the  successor  corporation  formed  by  such
consolidation  or  into  or with which the Company, is merged or to which such
sale,  lease, conveyance or other disposition is made shall succeed to, and be
substituted  for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person has been named
as  the  Company  herein;  provided,  however,  that  the Company shall not be
released or discharged from the obligation to pay the principal of or interest
on  the  Notes.


                                  ARTICLE VI
            DEFAULTS AND REMEDIES ARTICLE VI DEFAULTS AND REMEDIES

Section  6.1          Events  of  Default"Section6.1EventsofDefault"
                      -------------------

     An  "Event  of  Default"  occurs  if:

          (a)        the Company defaults in the payment of interest on a Note
when  the  same  becomes  due  and  payable  whether  or  not  such payment is
prohibited  by  the  provisions of Article X hereof and such default continues
for  a  period  of  30  days;

          (b)      the Company defaults in the payment of the principal of any
Note  when  the  same  becomes  due  and  payable at maturity, upon a required
redemption or otherwise whether or not prohibited by the provisions of Article
X  hereof;

          (c)          the  Company  fails to observe or perform any covenant,
condition  or agreement on the part of the Company to be observed or performed
pursuant  to  Section  4.6  or  5.1  hereof;

          (d)     the Company fails to comply with any of its other agreements
or  covenants in or provisions of, the Notes or this Indenture and the Default
continues  for  the  period  and  after  the  notice  specified  below;

          (e)          the  Company  pursuant  to or within the meaning of any
Bankruptcy  Law  (i) commences a voluntary case; (ii) consents to the entry of
an  order  for relief against it in an involuntary case; (iii) consents to the
appointment  of  a  Custodian  of  it  or  for all or substantially all of its
property; (iv) makes a general assignment for the benefit of its creditors; or
(v)  admits  in  writing its inability to pay debts as the same become due; or

          (f)      a court of competent jurisdiction enters an order or decree
under  any  Bankruptcy  Law  that  (i) is for relief against the Company in an
involuntary  case;  (ii)  appoints  a  Custodian  of the Company or for all or
substantially  all  of  its  property;  (iii)  orders  the  liquidation of the
Company,  and  the  order  or  decree  remains  unstayed and in effect for 120
consecutive  days.

     The  term  "Bankruptcy  Law"  means  title  11,  U.S. Code or any similar
Federal  or  state  law for the relief of debtors.  The term "Custodian" means
any  receiver,  trustee,  assignee,  liquidator  or similar official under any
Bankruptcy  Law.

     A  Default  under  clause  (c)  or  (d) of Section 6.1 is not an Event of
Default  until  the  Trustee or the Holders of at least twenty-five percent in
principal  amount  of  the  then  outstanding  Notes notify the Company of the
Default  and  the  Company  does  not  cure the Default or such Default is not
waived  within  60  days after receipt of the notice.  The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of  Default."

Section  6.2          Acceleration"Section6.2Acceleration"
                      ------------

     If  an  Event  of  Default  (other  than an Event of Default specified in
clauses  (e)  or  (f) of Section 6.1) occurs and is continuing, the Trustee by
notice  to  the  Company  or  the  Holders  of at least twenty-five percent in
principal  amount  of  the  then  outstanding  Notes  by written notice to the
Company  and  the  Trustee may declare the unpaid principal of and any accrued
interest  on  all  the Notes to be due and payable.  Upon such declaration the
principal  and  interest  shall  be  due  and  payable  immediately; provided,
however, that if any Indebtedness or Obligation is outstanding pursuant to the
Senior  Debt, upon a declaration of acceleration by the Holders, all principal
and interest under this Indenture shall be due and payable upon the earlier of
(i)  the day which is 5 Business Days after the receipt by each of the Company
and  the holders of Senior Debt of such written notice of acceleration or (ii)
the  date  of  acceleration  of any Indebtedness under any Senior Debt.  If an
Event of Default specified in clause (e) or (f) of Section 6.1 occurs, such an
amount  shall ipso facto become and be immediately due and payable without any
declaration  or  other  act  on  the  part  of the Trustee or any Holder.  The
Holders  of  twenty-five  percent  in principal amount of the then outstanding
Notes  by  written  notice  to the Trustee may rescind an acceleration and its
consequences  if the rescission would not conflict with any judgment or decree
and  if  all  existing  Events  of  Default (except nonpayment of principal or
interest  that  has  become  due solely because of the acceleration) have been
cured  or  waived.

Section  6.3          Other  Remedies"Section6.3OtherRemedies"
                      ---------------

     If  an  Event of Default occurs and is continuing, the Trustee may pursue
any  available  remedy  to collect the payment of principal or interest on the
Notes  or  to  enforce  the  performance of any provision of the Notes or this
Indenture.

     The Trustee may maintain a proceeding event if it does not possess any of
the  Notes  or  does  not  produce  any of them in the proceeding.  A delay or
omission  by  the  Trustee or any Noteholder in exercising any right or remedy
accruing  upon  an  Event  of  Default shall not impair the right or remedy or
constitute  a waiver of or acquiescence in the Event of Default.  All remedies
are  cumulative  to  the  extent  permitted  by  law.

Section  6.4          Waiver  of Past Defaults"Section6.4WaiverofPastDefaults"
                      ------------------------

     Holders  of  twenty-five  percent  in  principal  amount  of  the  then
outstanding  Notes  by  notice to the Trustee may waive an existing Default or
Event  of Default and its consequences except a continuing Default or Event of
Default  in  the payment of the principal of or interest on any Note held by a
non-consenting  Holder.  Upon actual receipt of any such notice of waiver by a
Responsible Officer of the Trustee, such Default shall cease to exist, and any
Event  of  Default  arising  therefrom  shall be deemed to have been cured for
every  purpose  of  this  Indenture;  but  no  such waiver shall extend to any
subsequent  or  other  Default  or  impair  any  right  consequent  thereon.

Section  6.5          Control  by  Holders"Section6.5ControlbyHolders"
                      --------------------

     The  Holders  of  twenty-five  percent  in  principal  amount of the then
outstanding  Notes  may  direct  the  time, method and place of conducting any
proceeding  for any remedy available to the Trustee or exercising any trust or
power  conferred  on it, provided, that indemnification for the Trustee's fees
and  expenses,  in  a  form reasonably satisfactory to the Trustee, shall have
been  provided.   However, the Trustee may refuse to follow any direction that
conflicts  with  law  or  this  Indenture,  that the Trustee determines may be
unduly prejudicial to the rights of other Noteholders, or that may involve the
Trustee  in  personal  liability.

Section  6.6          Limitation  on  Suits"Section6.6LimitationonSuits"
                      ---------------------

     A  Noteholder  may  pursue a remedy with respect to this Indenture or the
Notes  only  if:

          (a)          the  Holder  gives  to  the Trustee written notice of a
continuing  Event  of  Default;

          (b)         the Holders of at least twenty-five percent in principal
amount  of the then outstanding Notes make a written request to the Trustee to
pursue  the  remedy;

          (c)       such Holder or Holders offer and, if requested, provide to
the  Trustee indemnity satisfactory to the Trustee against any loss, liability
or  expense;

          (d)      the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the provision of
indemnity;  and

          (e)     during such 60-day period the Holders of twenty-five percent
in  principal  amount  of the then outstanding Notes do not give the Trustee a
direction  inconsistent  with  the  request.

     A  Noteholder  may  not  use  this  Indenture  to prejudice the rights of
another  Noteholder  or  to  obtain  a  preference  or  priority  over another
Noteholder.

Section  6.7          Rights  of  Holders  to  Receive
                      --------------------------------
Payment"Section6.7RightsofHolderstoReceivePayment"
                -----------------

     Notwithstanding  any  other  provision  of this Indenture, but subject to
Article  X  hereof,  the  right  of any Holder of a Note to receive payment of
principal  and  interest  on  the  Note,  on or after the respective due dates
expressed  in  the  Note,  or  to  bring  suit for the enforcement of any such
payment  on  or after such respective dates, shall not be impaired or affected
without  the  consent  of  the  Holder.

Section  6.8     Collection Suit by Trustee"Section6.8CollectionSuitbyTrustee"
                 --------------------------

     If  an  Event of Default specified in Section 6.1(a) or (b) occurs and is
continuing,  the Trustee is authorized to recover judgment in its own name and
as  trustee  of  an  express trust against the Company for the whole amount of
principal  and  interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be  sufficient  to  cover  the costs and expenses of collection, including the
reasonable  compensation, expenses, disbursements and advances of the Trustee,
its  agents  and  counsel.

Section  6.9          Trustee  May  File  Proofs  of
                      ------------------------------
Claim"Section6.9TrusteeMayFileProofsofClaim"
                -------------------

     The  Trustee  is authorized to file such proofs of claim and other papers
or  documents  as may be necessary or advisable in order to have the claims of
the  Trustee  (including  any claim for the reasonable compensation, expenses,
disbursements  and  advances  of  the Trustee, its agents and counsel) and the
Noteholders  allowed  in  any judicial proceedings relative to the Company (or
any  other obligor upon the Notes), its creditors or its property and shall be
entitled  and  empowered to collect, receive and distribute any money or other
property  payable  or  deliverable on any such claims and any custodian in any
such  judicial proceeding is hereby authorized by each Noteholder to make such
payments  to  the  Trustee, and in the event that the Trustee shall consent to
the making of such payments directly to the Noteholders, to pay to the Trustee
any  amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the  Trustee  under Section 7.7 hereof.  To the extent that the payment of any
such  compensation,  expenses,  disbursements and advances of the Trustee, its
agents  and  counsel,  and any other amounts due the Trustee under Section 7.7
hereof  out  of  the  estate  in  any such proceeding, shall be denied for any
reason,  payment  of the same shall be secured by a lien on, and shall be paid
out  of,  any  and  all  distributions, dividends, money, securities and other
properties  which  the Holders of the Notes may be entitled to receive in such
proceeding  whether  in  liquidation  or  under  any plan of reorganization or
arrangement  or  otherwise.    Nothing  herein  contained  shall  be deemed to
authorize  the Trustee to authorize or consent to or accept or adopt on behalf
of  any  Noteholder  any  plan  of  reorganizations arrangement, adjustment or
composition  affecting  the  Notes  or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Noteholder in any
such  proceeding.

     If  the Trustee does not file a proper claim or proof of debt in the form
required  in any such proceeding prior to 30 days before the expiration of the
time  to file such claims or proofs, then any holder of Senior Debt shall have
the  right  to  file  and prove all claims therefor and to take all such other
action  in the name of the Holders or otherwise, as such holder of Senior Debt
may  determine  to  be  necessary  or  appropriate  for the enforcement of the
provisions  of  Article X, including the right to demand, sue for, collect and
receive  the  payments  and  distributions  in  respect of the Notes which are
required  to  be  paid  or  delivered  to  the  holders  of  Senior  Debt.

Section  6.10          Priorities"Section6.10Priorities"
                       ----------

     If  the  Trustee  collects  any money pursuant to this Article, it shall,
subject  to  the  provisions  of  Article  X  hereof, pay out the money in the
following  order:

          First:    to  the  Trustee, its agents and attorneys for amounts due
under  Section  7.7,  including  payment  of  all  compensation,  expenses and
liabilities  incurred,  and  all advances made, if any, by the Trustee and the
costs  and  expenses  of  collection;

          Second:  to holders of Senior Debt to the extent required by Article
X  hereof;

          Third:    to Noteholders for amounts due and unpaid on the Notes for
principal  and  interest, ratably, without preference or priority of any kind,
according  to  the  amounts  due  and  payable  on the Notes for principal and
interest,  respectively;  and

          Fourth:    to  the  Company or to such party as a court of competent
jurisdiction  shall  direct.

     The  Trustee  may  fix  a record date and payment date for any payment to
Noteholders.

Section  6.11          Undertaking  for  Costs"Section6.11UndertakingforCosts"
                       -----------------------

     In  any  suit  for  the  enforcement  of  any  right or remedy under this
Indenture  or in any suit against the Trustee, for any action taken or omitted
by  it  as  a Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit, and
the  court in its discretion may assess reasonable costs, including reasonable
attorneys'  fees, against any party litigant in the suit, having due regard to
the  merits  and  good  faith  of  the  claims  or  defenses made by the party
litigant.    This Section does not apply to a suit by the Trustee, a suit by a
Holder  pursuant  to  Section  6.7,  or  a suit by Holders of more than 25% in
principal  amount  of  the  then  outstanding  Notes.


                                  ARTICLE VII
                          TRUSTEE ARTICLE VII TRUSTEE

Section  7.1          Duties  of  Trustee"Section7.1DutiesofTrustee"
                      -------------------

     If  an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the  same  degree  of care and skill in their exercise, as a prudent man would
exercise  or  use  under  the circumstances in the conduct of his own affairs.

     Except  during  the  continuance  of  an  Event  of  Default:

          (a)      The duties of the Trustee shall be determined solely by the
express  provisions  of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee.

          (b)         In the absence of bad faith on its part, the Trustee may
conclusively  rely,  as  to the truth of the statements and the correctness of
the  opinions  expressed  therein,  upon  resolutions,  statements,  reports,
documents, order, certificates, opinions or other instruments furnished to the
Trustee and conforming to the requirements of this Indenture.  However, in the
case of any of the above that are specifically required to be furnished to the
Trustee  pursuant  to  this  Indenture,  the  Trustee  shall  examine  them to
determine  whether  they  substantially  conform  to  the requirements of this
Indenture.

     The  Trustee  may  not be relieved from liabilities for its own negligent
action,  its  own  negligent  failure  to  act, or its own willful misconduct,
except  that:

          (a)     This paragraph does not limit the effect of paragraph (2) of
this  Section.

          (b)        The Trustee shall not be liable for any error of judgment
made  in  good  faith  by  a Responsible Officer, unless it is proved that the
Trustee  was  negligent  in  ascertaining  the  pertinent  facts.

          (c)       The Trustee shall not be liable with respect to any action
it  takes  or  omits  to  take  in  good  faith in accordance with a direction
received  by  it  pursuant  to  Section  6.5.

     Whether  or  not  therein  expressly so provided, every provision of this
Indenture  that  in any way relates to the Trustee is subject to this Section.

     No  provision  of  this  Indenture shall require the Trustee to expend or
risk  its own funds or incur any liability.  The Trustee may refuse to perform
any  duty  or  exercise  any  right  or  power  unless  it  receives indemnity
satisfactory  to  it  against  any  loss,  liability  or  expense.

     The  Trustee shall not be liable for interest on any money received by it
except  as  the  Trustee may agree in writing with the Company.  Money held in
trust  by  the  Trustee  need not be segregated from other funds except to the
extent  required  by  law.

Section  7.2          Rights  of  Trustee"Section7.2RightsofTrustee"
                      -------------------

     The  Trustee may conclusively rely upon any document believed by it to be
genuine  and to have been signed or presented to it by the proper Person.  The
Trustee  need  not investigate any fact or matter stated in the document.  The
Trustee  shall  have  no  duty  to  inquire as to the performance of Company's
covenants  in  Article  IV.

     Before  the  Trustee acts or refrains from acting, it may require any one
or  more of the following: (i) a Company Order, (ii) an Officers' Certificate,
or  (iii)  an  Opinion  of  Counsel.   The Trustee shall not be liable for any
action  it  takes  or  omits to take in good faith in reliance on such Company
Order,  Officers'  Certificate or Opinion of Counsel.  The Trustee may consult
with  counsel and the written advice of such counsel or any Opinion of Counsel
shall  be  full  and  complete  authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and  in  reliance  thereon.

     The Trustee may act through agents, attorneys, custodians or nominees and
shall  not  be responsible for the misconduct or negligence or the supervision
of  any  agents,  attorneys,  custodians  or nominees appointed by it with due
care.

     The  Trustee shall not be liable for any action it takes or omits to take
in  good  faith  which  it  believes  to be authorized or within the rights or
powers  conferred  upon  it  by  this  Indenture.

     Unless  otherwise  specifically  provided  in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an  Officer  of  the  Company.

     The Trustee shall not be deemed to have notice of an Event of Default for
any  purpose  under this Indenture unless notified of such Event of Default by
the  Company,  the Paying Agent (if other than the Trustee) or a Holder of the
Notes.

Section  7.3          Individual  Rights  of
                      ----------------------
Trustee"Section7.3IndividualRightsofTrustee"
                --------------------

     The  Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or an Affiliate of
the  Company  with  the same rights it would have if it were not Trustee.  Any
Agent  may  do  the same with like rights.  However, the Trustee is subject to
Sections  7.10  and  7.11.

Section  7.4          Trustee's  Disclaimer"Section7.4Trustee'sDisclaimer"
                      ---------------------

     The  Trustee  shall not be responsible for and makes no representation as
to  the  validity  or adequacy of this Indenture or the Notes, it shall not be
accountable  for the Company's use of the proceeds from the Notes or any money
paid  to  the  Company  or  upon  the  Company's direction under any provision
hereof,  it  shall  not be responsible for the use or application of any money
received  by  any  Paying  Agent  other  than  the Trustee and it shall not be
responsible  for any statement or recital herein or any statement in the Notes
or  any  other document in connection was the sale of the Notes or pursuant to
this  Indenture  other  than  its  certificate  of  authentication.

Section  7.5          Notice  of  Defaults"Section7.5NoticeofDefaults"
                      --------------------

     If  a  Default  or Event of Default occurs and is continuing and if it is
known  to  a  Responsible  Officer  of  the Trustee, the Trustee shall mail to
Noteholders  a  notice of the Default or Event of Default within 90 days after
it occurs.  At least five (5) Business Days prior to the mailing of any notice
to  Noteholders  under this Section 7.5, the Trustee shall provide the Company
with  notice  of  its  intent  to  mail  such notice.  Except in the case of a
Default  or  Event of Default in payment on any Note, the Trustee may withhold
the  notice  if and so long as the Responsible Officers of the Trustee in good
faith  determines  that  withholding the notice would have no material adverse
effect  on  the  Noteholders.

Section  7.6          Reports  by  Trustee  to
------------          ------------------------
Holders"Section7.6ReportsbyTrusteetoHolders"
-----------     ---------------------

     Within  60  days  after  the  end  of each fiscal year beginning with the
fiscal year ending May 15, 1998, the Trustee shall mail to Noteholders a brief
report dated as of such reporting date that complies with TIA   313(a) (but if
no event described in TIA   313(a) has occurred within the 12 months preceding
the  reporting  date, no report need be prepared or transmitted).  The Trustee
also  shall comply with TIA   313(b).  The Trustee shall also transmit by mail
all  reports  as  required  by  TIA      313(c).

     Commencing  at the time this Indenture is qualified under the TIA, a copy
of  each  report  mailed to Noteholders under this Section 7.6 (at the time of
its  mailing  to  Noteholders)  shall  be  filed  with  the SEC and each stock
exchange,  if  any, on which the Notes are listed.  The Company shall promptly
notify  the  Trustee  when  the  Notes  are  listed  on  any  stock  exchange.

Section 7.7     Compensation and Indemnity"Section7.7CompensationandIndemnity"
                --------------------------

     The  Company  shall  pay  to  the  Trustee  from  time to time reasonable
compensation  for  its acceptance of this Indenture and its performance of the
duties  and services required hereunder.  The Trustee's compensation shall not
be  limited  by any law on compensation of a trustee of an express trust.  The
Company  shall  reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation  for  its  services.   Such expenses shall include the reasonable
compensation,  disbursements and expenses of the Trustee's agents and counsel.

     The  Company  shall  indemnify  the  Trustee  against any and all losses,
liabilities  or  expenses  incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, except as
set  forth in the second next paragraph.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  Failure by the Trustee
to  so  notify  the  Company  shall not relieve the Company of its obligations
hereunder, except to the extent the Company is prejudiced thereby. The Company
shall  defend  the  claim  and  the Trustee shall reasonably cooperate in such
defense.   The Trustee may have separate counsel and the Company shall pay the
reasonable  fees  and  expenses of such one counsel.  The Company need not pay
for  any  settlement  made  without  its  consent,  which consent shall not be
unreasonably  withheld.

     The  obligations  of the Company under this Section 7.7 shall survive the
satisfaction  and  discharge  of  this  Indenture.

     The  Company need not reimburse any expense or indemnify against any loss
or  liability incurred by the Trustee through its own negligence or bad faith.

     To  secure the Company's payment obligations in this Section, the Trustee
shall  have  a  lien  prior  to  the  Notes  on  all money or property held or
collected  by  the  Trustee,  except  that  held in trust to pay principal and
interest on the Notes.  Such lien shall survive the satisfaction and discharge
of  this  Indenture.

     When  the  Trustee  incurs expenses or renders services after an Event of
Default  specified  in  Section  6.1(e)  or  (f)  occurs, the expenses and the
compensation  for  the  services  are  intended  to  constitute  expenses  of
administration  under  any  Bankruptcy  Law.

Section  7.8          Replacement  of  Trustee"Section7.8ReplacementofTrustee"
                      ------------------------

     A  resignation  or  removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment  as  provided  in  this  Section  7.8.

     The  Trustee  may  resign  at  any  time and be discharged from the trust
hereby  created  by  so  notifying  the Company.  The Holders of a majority in
principal  amount  of  the then outstanding Notes may remove the Trustee by so
notifying  the Trustee and the Company in writing.  The Company may remove the
Trustee  if:

          (a)          the  Trustee  fails  to  comply  with  Section  7.10;

          (b)         the Trustee is adjudged a bankrupt or an insolvent or an
order  for  relief is entered with respect to the Trustee under any Bankruptcy
Law;

          (c)     a Custodian or public officer takes charge of the Trustee or
its  property;  or

          (d)         the Trustee becomes incapable of acting as Trustee under
this  Indenture.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of  Trustee  for  any  reason,  the Company shall promptly appoint a successor
Trustee.    Within  one  year  after  the  successor Trustee takes office, the
Holders  of  a  majority in principal amount of the then outstanding Notes may
appoint  a  different  successor  Trustee  to  replace  the  successor Trustee
appointed  by  the  Company.

     If  a  successor Trustee does not take office within 30 days after notice
that  the Trustee has resigned or has been removed, the Company or the Trustee
or  the  Holders  of  at  least  a  majority  in  principal amount of the then
outstanding  Notes  may  petition  any court of competent jurisdiction for the
appointment  of  a  successor  Trustee.

     If  the  Trustee  after  written request by any Noteholder who has been a
Noteholder  for  at  least  6  months  fails to comply with Section 7.10, such
Noteholder may petition any court of competent jurisdiction for the removal of
the  Trustee  and  the  appointment  of  a  successor  Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to  the  retiring  Trustee  and  to the Company.  Thereupon the resignation or
removal  of  the  retiring  Trustee  shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to all
Noteholders.    The retiring Trustee shall promptly transfer all property held
by  it  as  Trustee  to  the successor Trustee, provided all sums owing to the
Trustee  hereunder  have  been  paid  and  subject to the lien provided for in
Section  7.7.    Notwithstanding  replacement  of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 hereof shall continue
for  the  benefit  of  the  retiring  Trustee.

Section  7.9          Successor  Trustee  by  Merger,  etc.
                      ------------------------------------
"Section7.9SuccessorTrusteebyMerger,etc."
                ------------

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially  all of its corporate trust business to another corporation, the
successor  corporation without any further act shall be the successor Trustee.

Section  7.  10          Eligibility
                         -----------
Disqualification"Section7.10EligibilityDisqualification"
                  -----------

     There  shall  at  all  times  be  a  Trustee  hereunder  which shall be a
corporation  organized  and doing business under the laws of the United States
of America or of any state or territory thereof or of the District of Columbia
authorized  under  such  laws  to  exercise  corporate trustee power, shall be
subject  to  supervision  or  examination  by  Federal,  state, territorial or
District  of  Columbia authority and shall have a combined capital and surplus
of  at  least  ($50,000,000)  as set forth in its most recent published annual
report  of  condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of  TIA      310(a)(1).    The  Trustee  is  subject  to  TIA      310(b).

Section  7.11          Preferential  Collection  of  Claims  Against
                       ---------------------------------------------
Company"Section7.11PreferentialCollectionofClaimsAgainstCompany"
                 --

     The  Trustee  is  subject  to  TIA      311  (a),  excluding any creditor
relationship  listed  in  TIA      311(b).  A Trustee who has resigned or been
removed  shall  be  subject  to  TIA   311(a) to the extent indicated therein.


                                 ARTICLE VIII
          DISCHARGE OF INDENTURE ARTICLE VIII DISCHARGE OF INDENTURE

Section  8.1          Termination  of  Company's
                      --------------------------
Obligations"Section8.1TerminationofCompany'sObligations"
                ---------------------

     This  Indenture  shall  cease  to  be  of further effect (except that the
Company's  obligations under Section 7.7 and 8.4, and the Company's, Trustee's
and  Paying  Agent's  obligations  under  Section  8.3 shall survive) when all
outstanding  Notes  theretofore  authenticated  and issued have been delivered
(other  than destroyed, lost or stolen Notes which have been replaced or paid)
to  the  Trustee for cancellation and the Company has paid all sums payable by
the  Company  hereunder.   In addition, the Company may terminate all of their
obligations  under  this  Indenture  if:

          (a)       the Company irrevocably deposits in trust with the Trustee
or at the option of the Trustee, with a trustee reasonably satisfactory to the
Trustee  and  the Company under the terms of an irrevocable trust agreement in
form  and  substance  satisfactory  to  the  Trustee, money or U.S. Government
Obligations  sufficient  (as  certified  by  an  independent public accountant
designated  by  the  Company)  to  pay  principal and interest on the Notes to
maturity  or redemption, as the case may be, and to pay all other sums payable
by  it hereunder, provided that (i) the trustee of the irrevocable trust shall
have  been  irrevocably  instructed  to pay such money or the proceeds of such
U.S.  Government  Obligations  to  the Trustee and (ii) the Trustee shall have
been  irrevocably  instructed to apply such money or the proceeds of such U.S.
Government  Obligations  to  the  payment  of said principal and interest with
respect  to  the  Notes;

          (b)     the Company delivers to the Trustee an Officers' Certificate
stating  that  all  conditions precedent to satisfaction and discharge of this
Indenture  have  been  complied  with;  and

          (c)     no Event of Default or event (including such deposit) which,
with  notice  or lapse of time, or both, would become an Event of Default with
respect to the Notes shall have occurred and be continuing on the date of such
deposit.

     Then,  this  Indenture  shall  cease  to  be of further effect (except as
provided  in this paragraph), and the Trustee, on demand of the Company, shall
execute  proper  instruments acknowledging confirmation of and discharge under
this  Indenture.    The  Company may make the deposit only if Article X hereof
does  not  prohibit  such  payment.    However,  the  Company's obligations in
Sections  2.3,  2.4,  2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.3, 7.7, 7.8, 8.3 and 8.4
and  the Trustee's and Paying Agent's obligations in Section 8.3 shall survive
until  the  Notes  are  no longer outstanding.  Thereafter, only the Company's
obligations  in  Section  7.7  and 8.4 and the Company's, Trustee's and Paying
Agent's  obligations  in  Section  8.3  shall  survive.

     After  such  irrevocable  deposit  made  pursuant to this Section 8.1 and
satisfaction  of  the  other  conditions  set  forth  herein, the Trustee upon
written  request  shall  acknowledge in writing the discharge of the Company's
obligations  under  this  Indenture  except  for  those  surviving obligations
specified  above.

     In  order  to  have money available on a payment date to pay principal or
interest  on the Notes, the U.S. Government Obligations shall be payable as to
principal  or  interest  at least one Business Day before such payment date in
such amounts as will provide the necessary money.  U.S. Government Obligations
shall  not  be  callable  at  the  issuer's  option.

Section  8.2     Application of Trust Money"Section8.2ApplicationofTrustMoney"
                 --------------------------

     The  Trustee  or  a  trustee  satisfactory to the Trustee and the Company
shall  hold  in  trust  money or U.S. Government Obligations deposited with it
pursuant  to  Section  8.1.   It shall apply the deposited money and the money
from  U.S.  Government  Obligations through the Paying Agent and in accordance
with  this  Indenture  to  the payment of principal and interest on the Notes.

Section  8.3          Repayment  to  Company"Section8.3RepaymenttoCompany"
                      ----------------------

     The  Trustee  and the Paying Agent shall promptly pay to the Company upon
written  request  any  excess  money  or  securities held by them at any time.

     The  Trustee  and  the Paying Agent shall Pay to the Company upon written
request  any  money held by them for the payment of principal or interest that
remains  unclaimed  for  2  years after the date upon which such payment shall
have  become due; provided, however, that the Company shall have either caused
notice  of  such  payment  to be mailed to each Noteholder entitled thereto no
less  than  30  days  prior to such repayment or within such period shall have
published  such  notice  in a newspaper of widespread circulation published in
the  City of Philadelphia.  After payment to the Company, Noteholders entitled
to the money must look, to the Company for payment as general creditors unless
an  applicable  abandoned  property  law  designates  another  Person, and all
liability  of  the  Trustee  and  such Paying Agent with respect to such money
shall  cease.

Section  8.4          Reinstatement"Section8.4Reinstatement"
                      -------------

     If  the  Trustee  or  Paying  Agent  is unable to apply any money or U.S.
Government  Obligations  in accordance with Section 8.2 by reason of any legal
proceeding  or by reason of any order or judgment of any court or governmental
authority  enjoining,  restraining  or otherwise prohibiting such application,
the  Company's obligations under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.1 until
such  time as the Trustee or Paying Agent is permitted to apply all such money
or  U.S.  Government  Obligations  in  accordance  with Section 8.2; provided,
however,  that if the Company has made any payment of interest on or principal
of  any  Notes  because  of  the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment,  as  long as no money is owed to the Trustee by the Company, from the
money  or  U.S.  Government  Obligations  held by the Trustee or Paying Agent.


                                  ARTICLE IX
                       AMENDMENTS ARTICLE IX AMENDMENTS

Section  9.1     Without Consent of Holders"Section9.1WithoutConsentofHolders"
                 --------------------------

     The Company and the Trustee may amend this Indenture or the Notes without
the  consent  of  any  Noteholder:

          (a)          to  cure  any  ambiguity,  defect  or  inconsistency;

          (b)          to  comply  with  Section  5.1;

          (c)          to  provide  for  uncertificated  Notes  in addition to
certificated  Notes;

          (d)      to make any change that does not adversely affect the legal
rights  hereunder  of any Noteholder; including but not limited to an increase
in  the  aggregate  dollar amount of Notes which may be outstanding under this
Indenture.

          (e)          make any change in the second paragraph of Article III;
provided,  however,  that  no such change shall adversely affect the rights of
any  outstanding  Note;  or

          (f)         to comply with any requirements of the SEC in connection
with  the  qualification  of  this  Indenture  under  the  TIA.

Section  9.2          With  Consent of Holders"Section9.2WithConsentofHolders"
                      ------------------------

     The  Company  and  the Trustee may amend this Indenture or the Notes with
the  written  consent  of  the  Holders  of  at  least  twenty-five percent in
principal  amount  of  the then outstanding Notes.  The Holders of twenty-five
percent in principal of the then outstanding Notes may also waive any existing
default  or  compliance  with  any  provision  of this Indenture or the Notes.
However,  without  the  consent  of  each Noteholder affected, an amendment or
waiver  under  this  Section  may  not  (with  respect  to  any Note held by a
non-consenting  Holder);

          (a)          reduce the principal amount of a Note whose Holder must
consent  to  an  amendment,  supplement  or  waiver;

          (b)          reduce  the  rate  of or change the time for payment of
interest,  including  default  interest,  on  any  Note;

          (c)      reduce the principal of or change the fixed maturity of any
Note  or  alter  redemption provisions or the price at which the Company shall
offer  to  purchase  such  Notes  pursuant  to  Article  III  hereof;

          (d)     make any Note payable in money other than that stated in the
Note;

          (e)     modify or eliminate the right of the estate of a Holder or a
Holder to cause the Company to redeem a Note upon the death or Total Permanent
Disability  of  a  Holder pursuant to Article III; provided, however, that the
Company  may not modify or eliminate such right, as it may be in effect on the
Issue  Date, of any Note which was issued with such right.  After an amendment
under  the  subsection 9.1(e) becomes effective, the Company shall mail to the
Holders  of  each  Note  then  outstanding  a  notice  briefly  describing the
amendment.

          (f)          make any change in Section 6.4 or 6.7 hereof or in this
sentence  of  this  Section  9.2;

          (g)          make any change in Article X that adversely affects the
rights  of  any  Noteholders;  or

          (h)          waive  a  Default or Event of Default in the payment of
principal  of,  or  premium, if any or interest on, or redemption payment with
respect  to, any Note (except a rescission of acceleration of the Notes by the
Holders  of  at least twenty-five percent in aggregate principal amount of the
Notes  and  a  waiver  of  the  payment  default  that  resulted  from  such
acceleration).

     It  shall  not  be  necessary  for  the consent of the Holders under this
Section  to  approve  the particular form of any proposed amendment or waiver,
but  it  shall  be  sufficient if such consent approves the substance thereof.

     After  an  amendment  or waiver under this Section becomes effective, the
Company  shall  mail  to  the  Holders  of each Note affected thereby a notice
briefly  describing  the  amendment  or waiver.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or  affect the validity of any such supplemental indenture or waiver.  Subject
to  Sections  6.4  and  6.7  hereof,  the  Holders  of  twenty-five percent in
principal  amount  of  the  Notes  then  outstanding may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.

Section  9.3          Compliance  with  Trust  Indenture
                      ----------------------------------
Act"Section9.3CompliancewithTrustIndentureAct"
                --------------

     If  at  the  time  this Indenture shall be qualified under the TIA, every
amendment  to this Indenture or the Notes shall be set forth in a supplemental
indenture  that  complies  with  the  TIA  as  then  in  effect.

Section  9.4          Revocation  and  Effect  of
                      ---------------------------
Consents"Section9.4RevocationandEffectofConsents"
                ---------------------

     Until  an  amendment  or  waiver  becomes effective, a consent to it by a
Holder  of  a  Note is a continuing consent by the Holder and every subsequent
Holder  of  a  Note  or  portion of a Note that evidences the same debt as the
consenting  Holder's  Note, even if notation of the consent is not made on any
Note.    An amendment or waiver becomes effective in accordance with its terms
and  thereafter  binds  every  Noteholder.

     The  Company  may  fix  a  record date for determining which Holders must
consent to such amendment or waivers.  If the Company fixes a record date, the
record  date  shall  be  fixed  at (i) the later of 30 days prior to the first
solicitation  of  such  consent or the date of the most recent list of Holders
furnished  to  the Trustee prior to such solicitation pursuant to Section 2.5,
or  (ii)  such  other  date  as  the  Company  shall  designate.

Section  9.5          Notation  on  or  Exchange  of
                      ------------------------------
Notes"Section9.5NotationonorExchangeofNotes"
                -------------------

     The  Trustee  may  place  an  appropriate  notation about an amendment or
waiver  on any Note thereafter authenticated.  The Company in exchange for all
Notes  may issue and the Trustee shall authenticate new Notes that reflect the
amendment  or  waiver.

     Failure  to  make  the appropriate notation or issue a new Note shall not
affect  the  validity  and  effect  of  such  amendment  or  waiver.

Section  9.6          Trustee  to  Sign  Amendments,  etc.
                      ------------------------------------
"Section9.6TrusteetoSignAmendments,etc."
                -------------

     The Trustee shall sign any amendment or supplemental indenture authorized
pursuant  to  this  Article IX if, in the Trustee's reasonable discretion, the
amendment  does  not  adversely  affect  the  rights,  duties,  liabilities or
immunities  of  the  Trustee.  If it does, the Trustee may, but need not, sign
it.   In signing or refusing to sign such amendment or supplemental indenture,
the  Trustee  shall  be  entitled  to  receive,  if  requested,  an  indemnity
reasonably  satisfactory  to  it  and  to receive and, subject to Section 7.1,
shall  be  fully  protected  in  relying upon, an Officers' Certificate and an
Opinion  of Counsel (or written advice of counsel) as conclusive evidence that
such  amendment  or  supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding  upon  the  Company in accordance with its terms.  The Company may not
sign  an  amendment  or  supplemental  indenture  until its Board of Directors
approves  it.


                                   ARTICLE X
                     SUBORDINATION ARTICLE X SUBORDINATION

Section  10.1      Agreement to Subordinate"Section10.1AgreementtoSubordinate"
                   ------------------------

     The  Company agrees, and each Noteholder by accepting a Note consents and
agrees,  that  the  Indebtedness evidenced by the Notes and the payment of the
principal of and interest on the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full,  in  cash, cash equivalents or otherwise in a manner satisfactory to the
holders  of  Senior  Debt, of all Obligations due in respect of Senior Debt of
the  Company whether outstanding on the date hereof or hereafter incurred, and
that  the  subordination  is  for  the  benefit of the holders of Senior Debt.

     For  purposes  of  the Article X, a payment or distribution on account of
the  Notes  may  consist  of  cash,  property  or  securities,  by  set-off or
otherwise, and a payment or distribution on account of any of the, Notes shall
include,  without limitation, any redemption, purchase or other acquisition of
the  Notes.

Section  10.2     Liquidation: Dissolution: Bankruptcy"Section10.2Liquidation"
                  ------------------------------------

     Upon  any payment or distribution of assets of the Company of any kind or
character,  whether in cash, property or securities, to creditors upon (i) any
dissolution or winding-up or total or partial liquidation or reorganization of
the  Company  whether  voluntary  or  involuntary and whether or not involving
insolvency  or  bankruptcy  or  (ii)  any  bankruptcy  or  insolvency  case or
proceeding  or  any receivership, liquidation, reorganization or other similar
case  or proceeding in connection therewith, relative to the Company or to its
assets,  (iii)  any  assignment  for  the  benefit  of  creditors or any other
marshaling of assets of the Company, all obligations due, or to become due, in
respect  of Senior Debt (including interest after the commencement of any such
proceeding  at  the  rate specified in the applicable Senior Debt) shall first
indefeasibly  be  paid  in  full,  or  provision shall have been made for such
payment,  in  cash,  cash equivalents or otherwise in a manner satisfactory to
the  holders  of  Senior  Debt,  before  any payment is made on account of the
principal  of,  premium,  if  any,  or  interest  on  the  Notes,  except that
Noteholders  may receive securities that are subordinated to at least the same
extent  as  the  Notes are to (x) Senior Debt and (y) any securities issued in
exchange  for  Senior Debt.  Upon any such dissolution winding-up, liquidation
or reorganization, any payment or distribution of assets of the Company of any
kind  or  character,  whether  in  cash,  property or securities, to which the
Holders  of  the  Notes or the Trustee under this Indenture would be entitled,
except  for  the  provisions  hereof,  shall  be paid by the Company or by any
receiver,  trustee  in  bankruptcy, liquidating trustee, agent or other Person
making  such payment or distribution, or by the Holders of the Notes or by the
Trustee  under  this Indenture if received by them, directly to the holders of
Senior  Debt  (pro  rata to such holders on the basis of the amounts of Senior
Debt  held  by such holders) or their representative or representatives, or to
the  trustee  or  trustees  under  any indenture pursuant to which any of such
Senior  Debt  may  have  been  issued,  as  their  interests  may  appear, for
application  to  the  payment  of  Senior Debt remaining unpaid until all such
Senior  Debt has been indefeasibly paid in full, or provisions shall have been
made  for  such  payment,  in  cash, cash equivalents or otherwise in a manner
satisfactory  to  the  holders  of  Senior  Debt,  after  giving effect to any
concurrent  payment,  distribution or provision therefor to or for the holders
of  Senior  Debt.

     For  purposes of this Article X, the words "cash, property or securities"
shall  not  be  deemed  to  include  securities  of  the  Company or any other
corporation provided for by a plan of reorganization or readjustment which are
subordinated,  to at least the same extent as the Notes, to the payment of all
Senior  Debt  then  outstanding  or to the payment of all securities issued in
exchange  therefor to the holders of Senior Debt at the time outstanding.  The
consolidation  of the Company with, or the merger of the Company with or into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an  entirety, to another corporation upon the terms and conditions provided in
Article  V  shall  not  be  deemed  a  dissolution, winding-up, liquidation or
reorganization  for  the  purposes  of  this Section if such other corporation
shall,  as  part of such consolidation, merger, conveyance or transfer, comply
with  the  conditions  stated  in  Article  V.

Section  10.3          Default  on  Designated  Senior
                       -------------------------------
Debt"Section10.3DefaultonDesignatedSeniorDebt"
                 -----------------------------

     In the event and during the continuation of any default in the payment of
principal  of  (or  premium,  if  any)  or interest on any Senior Debt, or any
amount  owing  from  time to time under or in respect of Senior Debt or in the
event  that  any  nonpayment  event of default with respect to any Senior Debt
shall  have  occurred and be continuing and shall have resulted in such Senior
Debt  becoming or being declared due and payable prior to the date on which it
would  otherwise  have  become  due  and  payable,  or

     In  the  event that any other nonpayment event of default with respect to
any  Senior  Debt shall have occurred and be continuing permitting the holders
of such Senior Debt (or a trustee on behalf of the holders thereof) to declare
such Senior Debt due and payable prior to the date on which it would otherwise
have become due and payable, then the Company shall make no payment, direct or
indirect  (including any payment which may be payable by reason of the payment
of  any other Indebtedness of the Company being subordinated to the payment of
the  Notes)  (other than securities that are subordinated to at least the same
extent  as  the  Notes arc to (x) Senior Debt and (y) any securities issued in
exchange  for  Senior  Debt)  unless and until (i) such event of default shall
have  been  cured or waived or shall have ceased to exist or such acceleration
shall have been rescinded or annulled, or (ii) in case of any nonpayment event
of  default  specified in (b), during the period (a "Payment Blockage Period")
commencing  on  the date the Company and the Trustee receive written notice (a
"Payment  Notice")  of such event of default (which notice shall be binding on
the  Trustee  and  the  Noteholders  as  to the occurrence of such an event of
default)  from  a  holder of the Senior Debt to which such default relates and
ending  on the earliest of (A) 179 days after such date, (B) the date, if any,
on  which such Senior Debt to which such default relates is discharged or such
default  is  waived  by the holders of such Senior Debt or otherwise cured and
(C)  the  date on which the Trustee receives written notice from the holder of
such  Senior  Debt  to  which  such  default  relates  terminating the Payment
Blockage  Period.   No new Payment Blockage Period may be commenced within 360
days  after  the  receipt by the Trustee of any prior Payment Blockage Notice.
For  all  purposes  of this Section 10.3, no Event of Default which existed or
was  commencing  with  respect  to the Senior Debt to which a Payment Blockage
Period  relates on the date such Payment Blockage Period commenced shall be or
be  made  the  basis  for  the commencement or any subsequent Payment Blockage
Period  unless  such  event  of default is cured or waived for a period of not
less  than  180  consecutive  days.

Section  10.4          When  Distribution  Must  Be  Paid
                       ----------------------------------
Over"Section10.4WhenDistributionMustBePaidOver"
                 -------------

     If the Trustee or any Noteholder receives any payment with respect to the
Notes, whether in cash, property or securities (other than securities that are
subordinated  to  at least the same extent of the Notes are to (x) Senior Debt
and  (y) any securities issued in exchange for Senior Debt at a time when such
payment  is prohibited by Article X hereof), such payment shall be held by the
Trustee  or  such  Noteholder,  in trust for the benefit of, and shall be paid
forthwith  over and delivered to, the holders of Senior Debt (pro rata to such
holders  on  the  basis of the amount of Senior Debt held by such holders) for
application  to  the  payment  of  all Obligations with respect to Senior Debt
remaining  unpaid  to the extent necessary to pay such Obligations in full, in
cash, cash equivalents or otherwise in a manner satisfactory to the holders of
Senior  Debt,  in  accordance with the terms of such Senior Debt, after giving
effect  to  any  concurrent  payment  or distribution to or for the holders of
Senior  Debt.

     With  respect  to  the  holders of Senior Debt, the Trustee undertakes to
perform  only  such obligations on the part of the Trustee as are specifically
set  forth  in  this  Article  X, and no implied covenants or obligations with
respect  to  the  holders  of  Senior  Debt  shall be read into this Indenture
against  the  Trustee.    The Trustee shall not be deemed to owe any fiduciary
duty  to  the  holders  of  Senior  Debt,  and shall not be liable to any such
holders  if  the  Trustee  shall  pay  over  or  distribute to or on behalf of
Noteholders  or  the  Company or any other Person money or assets to which any
holders  of  Senior Debt shall be entitled by virtue of this Article X, except
if  such  payment  is  made  as  a  result  of the willful misconduct or gross
negligence  of  the  Trustee.

Section  10.5          Notice  by  Company"Section10.5NoticebyCompany"
-------------          -------------------

     The  Company  shall  promptly  notify the Trustee and the Paying Agent in
writing  of  any  facts known to the Company that would cause a payment of any
Obligations  with  respect to the Company to violate this Article, but failure
to  give  such  notice  shall not affect the subordination of the Notes to the
Senior  Debt  provided  in  this  Article.

Section  10.6          Subrogation"Section10.6Subrogation"
                       -----------

     After  all  Senior  Debt  is  paid  in full, in cash, cash equivalents or
otherwise  in  a  manner  satisfactory to the holders of such Senior Debt, and
until the Notes are paid in full, Noteholders shall be subrogated (equally and
ratably  with  all other Indebtedness pari passu with the Notes) to the rights
of  holders  of Senior Debt to receive distributions applicable to Senior Debt
to  the  extent  that  distributions otherwise payable to the Noteholders have
been  applied  to  the payment of Senior Debt.  A distribution made under this
Article  to  holders  of  Senior  Debt which otherwise would have been made to
Noteholders  is  not, as between the Company and Noteholders, a payment by the
Company  on  the  Senior  Debt.

Section  10.7          Relative  Rights"Section10.7RelativeRights"
                       ----------------

     This  Article  defines the relative rights of Noteholders, and holders of
Senior  Debt.    Nothing  in  this  Indenture  shall:

          (a)          impair,  as  between  the  Company and Noteholders, the
obligations  of  the  Company  which  are  absolute  and unconditional, to pay
principal  of  and  interest  on  the  Notes  in  accordance with their terms;

          (b)       affect the relative rights of Noteholders and creditors of
the  Company other than their rights in relation to holders of Senior Debt; or

          (c)        prevent the Trustee or any Noteholder from exercising its
available  remedies  upon a Default or Event of Default, subject to the rights
of  holders  and  owners  of Senior Debt to receive distributions and payments
otherwise  payable  to  Noteholders.

     If  the  Company  fails  because  of  this Article to pay principal of or
interest  on a Note on the due date the failure is still a Default or Event of
Default.

Section  10. 8     Subordination May Not Be Impaired by the Company or Holders
                   -----------------------------------------------------------
of  Senior
----------
D
-
t"

     No  right  of  any present or future holder of Senior Debt to enforce the
subordination  of  the Indebtedness evidenced by the Notes and the Obligations
related  thereto shall be prejudiced or impaired by any act, or failure to act
by  any  such  holder  or  by  the Company, the Trustee or any Agent or by the
failure  of  the  Company  to  comply  with  this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

     Without  limiting  the  effect  of the preceding paragraph, any holder of
Senior  Debt  may  at any time and from time to time without the consent of or
notice  to  any other holder or to the Trustee, without impairing or releasing
any  of  the rights of any holder of Senior Debt under this Indenture, upon or
without  any  terms  or  conditions  and  in  whole  or  in  part:

          (a)        change the manner, place or term of payment, or change or
extend  the  time  of  payment of, renew or alter any Senior Debt or any other
liability  of the Company to such holder, any security therefore or any limits
incurred directly or indirectly in respect thereof, and the provisions of this
Article X shall apply to the Notes as so changed, extended renewed or altered;

          (b)      notwithstanding the provisions of Section 5.1 hereof, sell,
exchange,  release,  surrender,  realize  upon  or  otherwise deal with in any
manner  and  in  any  order  any property by whomsoever at any time pledged or
mortgaged  to  secure,  or  howsoever  securing,  any Senior Debt or any other
liability  of  the  Company  to  such  holder  any  other liabilities incurred
directly  or  indirectly  in  respect  thereof  or  hereof  or  any  offset
thereagainst;

          (c)       exercise or refrain from exercising any rights or remedies
against  the Company or others or otherwise act or refrain from acting or, for
any reason, fail to file, record or otherwise perfect any security interest in
or  lien  on  any  property  of  the  Company  or  any  other  Person;  and

     (d)        settle or compromise any Senior Debt or any other liability of
the  Company  to  such  holder,  or  any  security  therefor, or any liability
incurred  directly  or  indirectly  in  respect  thereof.

     All  rights  and  interests  under this Indenture of any holder of Senior
Debt  and  all agreements and obligations of the Trustee, the Holders, and the
Company  under  Article VI and under this Article X shall remain in full force
and  effect  irrespective of (i) any lack of validity or enforceability of any
agreement  or  instrument  relating  to  any  Senior  Debt  or  (ii) any other
circumstance  that  might  otherwise  constitute  a defense available to, or a
discharge  of,  the  Trustee,  any  Holder,  or  the  Company.

     Any  holder  of  Senior  Debt  hereby  authorized  to  demand  specific
performance  of  the  provisions of this Article X, whether or not the Company
shall have complied with any of the provisions of this Article X applicable to
it,  at  any  time  when the Trustee or any Holder shall have failed to comply
with  any  of these provisions.  The Trustee and the Holders irrevocably waive
any defense based on the adequacy of a remedy at law that might be asserted as
a  bar  to  such  remedy  of  specific  performance.

Section  10.9          Distribution  or Notice to Representative  Section 10.9
                       -----------------------------------------
Distribution  or  Notice  to  Representative

     Whenever  a  distribution  is  to be made or a notice given to holders of
Senior  Debt,  the  distribution  may  be  made  and the notice given to their
representative.

     Upon  any payment or distribution of assets of the Company referred to in
this Article X, the Trustee and the Noteholders shall be entitled to rely upon
any  order  or  decree  made  by  any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are  pending  or  upon  any certificate of any representative of any holder of
Senior  Debt or of the liquidating trustee or agent or other Person making any
distribution,  delivered to the Trustee or to the Noteholders, for the purpose
of  ascertaining the Persons entitled to participate in such distribution, the
holders  of  the Senior Debt and other indebtedness of the Company, the amount
thereof  or payable thereon, the amount or amounts paid or distributed thereon
and  all  other  facts  pertinent  thereto  or  to  this  Article  X.

Section 10.10     Rights of Trustee and Paying Agent  Section 10.10     Rights
                  ----------------------------------
of  Trustee  and  Paying  Agent

     Notwithstanding  the  provisions of this Article X or any other provision
of  this  Indenture,  the  Trustee  shall not be charged with knowledge of the
existence  of  any  facts  which  would  prohibit the making of any payment or
distribution  by  the Trustee, or the taking of any action by the Trustee, and
the  Trustee or Paying Agent may continue to make payments on the Notes unless
it  shall  have  received  at its Corporate Trust Division at least 5 Business
Days  prior  to  the  date  of such payment written notice of facts that would
cause the payment of any Obligations with respect to the Notes to violate this
Article,  which  notice,  unless specified by a holder of Senior Debt as such,
shall  not be deemed to be a Payment Notice. The Trustee may conclusively rely
on  such  notice.  Only  the  Company  or a holder of Senior Debt may give the
notice. Nothing in this Article X shall apply to amounts due to, or impair the
claims  of,  or  payments  to,  the  Trustee  under or pursuant to Section 7.7
hereof.

     The  Trustee in its individual or any other capacity may hold Senior Debt
with  the  same  rights it would have if it were not Trustee. Any Agent may do
the  same  with  like  rights.

Section  10.11          Authorization  to  Effect
                        -------------------------
Subordination"Section10.11AuthorizationtoEffectSubordination"
                  ------------------

     Each  Noteholder  by his acceptance thereof authorizes the Trustee in his
behalf  to  take  such action as may be necessary or appropriate to effectuate
the  subordination  provided  in  this  Article  and  appoints the Trustee his
attorney-in-fact  for  any  and  all  such  purposes.

Section  10.12          Article  Applicable  to  Paying
                        -------------------------------
Agent"Section10.12ArticleApplicabletoPayingAgent"
                  -------------

     In  case  at  any  time  any  Paying Agent (other than the Trustee or the
Company)  shall  have  been  appointed  by  the  Company  and  be  then acting
hereunder,  the  term  "Trustee"  as used in this Article X shall in such case
(unless  the  context  otherwise  requires)  be  construed as extending to and
including  such  Paying  Agent within its meaning as fully for all intents and
purposes  as  if such Paying Agent were named in this Article X in addition to
or  in  place  of  the  Trustee.

Section  10.13          No  Recourse"Section10.13NoRecourse"
                        ------------

     No recourse under or upon any obligation, covenant or agreement contained
in  this  Indenture,  or in any Note, or because of any indebtedness evidenced
thereby,  shall  be had against any incorporator, as such or against any past,
present or future stockholder, officer or director, as such, of the Company or
of  any  successor,  either  directly or through the Company or any successor,
under  any  rule  of  law,  statute  or  constitutional  provision  or  by the
enforcement  of  any  assessment  or  by  any legal or equitable proceeding or
otherwise,  all  such  liability  being  expressly  waived and released by the
acceptance  of  the  Notes  by  the  holders  thereof  and  as  part  of  the
consideration  for  the  issue  of  the  Notes.

Section  10.14          Miscellaneous"Section10.14Miscellaneous"
                        -------------

     The agreements contained in this Article X shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Senior Debt is rescinded or must otherwise be returned by any holder of Senior
Debt  upon  the  insolvency,  bankruptcy  or  reorganization of the Company or
otherwise  all  as  though  such  payment  had  not  been  made.

     The  Trustee  shall  notify all holders of Senior Debt (of whose identity
the  Trustee  has received reasonable advance written notice) of the existence
of  any  Default  or  Event  of  Default  under  Section  6.1 promptly after a
Responsible  Officer  of the Trustee actually becomes aware thereof; provided,
however, that at least five (5) Business Days prior to the ratification of any
holder  of Senior Debt under this Section 10.14, the Trustee shall provide the
Company  with  notice  of  its  intent  to  provide  such  notification.


                                  ARTICLE XI
                    MISCELLANEOUS ARTICLE XI MISCELLANEOUS

Section  11.1          Trust  Indenture  Act
                       ---------------------
Controls"Section11.1TrustIndentureActControls"
                 -------------------

     If  any  prevision  of this Indenture limits, qualifies or conflicts with
the  duties  imposed  by  TIA    318(c),  the  imposed  duties  shall control.

Section  11.2          Notices"Section11.2Notices"
                       -------

     Any notice, instruction, direction, request or other communication by the
Company,  the Trustee or any other holder of Senior Debt to the others is duly
given  if  in  writing  and  delivered in person or mailed by first-class mail
(registered  or  certified,  return  receipt  requested), telex, telecopier or
overnight  air courier guaranteeing next day delivery, to the other's address:

     If  to  the  Company:

          FIRST  NATIONS  FINANCIAL  SERVICES  COMPANY
          Christiana  Executive  Campus
          220  Continental  Drive,  Suite  310
          Newark,  Delaware  19713-4314
          Attention:    William  T.  Juliano
          Telephone:    (302)  292-2100
          Telecopier:    (302)  292-2151

     With  a  copy  to:

          SONFIELD  &  SONFIELD
          770  South  Post  Oak  Lane,  Suite  435
          Houston,  Texas  77056-1913
          Attention:    Robert  L.  Sonfield,  Jr.
          Telephone:    (713)  877-8333
          Telecopier:    (713)  877-1547

     If  to  the  Trustee:

          NORWEST  BANK  MINNESOTA,  N.A.
     Corporate  Trust
Norwest  Center
Sixth  and  Marquette
Minneapolis,  Minnesota  55479-0069
Attention:  Corporate  Trust
          Telephone:    (612)  667-8058
          Telecopier:    (617)  667-9825

     If to a holder of Senior Debt, such address as such holder of Senior Debt
shall  have  provided  in  writing  to  the  Company  and  the  Trustee.

     The  Company,  the  Trustee  or  a holder of Senior Debt by notice to the
Company  and  the  Trustee may designate additional or different addresses for
subsequent  notices  or  communications.

     All  notices  and  communications  (other than those sent to Noteholders)
shall  be  deemed  to  have been duly given: at the time delivered by hand, if
personally  delivered;  5  Business  Days  after  being deposited in the mail,
postage  prepaid,  if  mailed;  when  answered  back, if telexed; when receipt
acknowledged,  if  telecopied, and the next Business Day after timely delivery
to  the  courier,  if  sent  by  overnight  air  courier guaranteeing next day
delivery.

     Any  notice  or  communication  to  a Noteholder shall be mailed by first
class  mail, certified or registered, return receipt requested, to his address
shown  on  the  register  kept  by the Registrar.  Failure to mail a notice or
communication  to  a  Noteholder  or  any  defect  in  it shall not affect its
sufficiency  with  respect  to  other  Noteholders.

     If  a  notice  or  communication  is  mailed in the manner provided above
within  the  time  prescribed,  it is duly given, whether or not the addressee
receives  it.

     If  the  Company mails a notice or communication to Noteholders, it shall
mail  a  copy  to  the  Trustee  and  each  Agent  at  the  same  time.

Section  11.3          Communication  by  Holders  with  Other
                       ---------------------------------------
Holders"Section11.3CommunicationbyHolderswithOtherHolders"
                 --------

     Noteholders  may  communicate  pursuant  to  TIA      312(b)  with  other
Noteholders  with  respect  to their rights under this Indenture or the Notes.
The  Trustee  is  subject to   312(b).  The Company, the Trustee the Registrar
and  anyone  else  shall  have  the  protection  of  TIA      312(c).

Section  11.4          Certificate  and  Opinion  as  to  Conditions
                       ---------------------------------------------
Precedent"Section11.4CertificateandOpinionastoConditionsPrecedent"
                 ---

     Upon any request or application by the Company to the Trustee to take any
action  under  this  Indenture, the Trustee may require the Company to provide
any  one  or  more  of  the  following:

          (a)          a  Company  Order  in  form  and  substance  reasonably
satisfactory to the Trustee (which may not include the statements set forth in
Section 11.5) describing the requested action and stating that, in the opinion
of  the  signer  or  signers,  all conditions precedent and covenants, if any,
provided  for  in  this  Indenture  relating  to the proposed action have been
complied  with;  or

          (b)        an Officers' Certificate in form and substance reasonably
satisfactory  to  the Trustee (which shall include the statements set forth in
Section  11.5)  stating  that,  in  the opinion of the signers, all conditions
precedent  and  covenants,  if any, provided for in this Indenture relating to
the  proposed  action  have  been  complied  with;  or

          (c)          an  Opinion of Counsel in form and substance reasonably
satisfactory  to  the Trustee (which shall include the statements set forth in
Section  11.5)  stating  that,  in  the  opinion  of  such  counsel,  all such
conditions  precedent  and  covenants  have  been  complied  with.

Section  11.5          Statements  Required  in  Order,  Certificate  or
                       -------------------------------------------------
Opinion"Section11.5StatementsRequiredinOrder,CertificateorOpinion"

     Each  order,  certificate  or  opinion  with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided  pursuant  to  TIA      314(a)(4))  shall  include:

          (a)          a  statement that the Person making such certificate or
opinion  has  read  such  covenant  or  condition;

          (b)          a  brief  statement  as  to the nature and scope of the
examination  or  investigation upon which the statements or opinions contained
in  such  certificate  or  opinion  are  based;

          (c)     a statement that, in the opinion of such Person, he has made
such  examination or investigation as is necessary to enable him to express an
informed  opinion  whether  such covenant or condition has been complied with;
and

          (d)         a statement whether, in the opinion of such Person, such
condition  or  covenant  has,  been  complied  with.

Section  11.6          Rules  by  Trustee  and
                       -----------------------
Agents"Section11.6RulesbyTrusteeandAgents"
                 --------------------

     The  Trustee  may  make reasonable rules for action by or at a meeting of
Noteholders.   The Registrar or Paying Agent may make reasonable rules and set
reasonable  requirements  for  its  functions.

Section  11.7          Legal  Holidays"Section11.7LegalHolidays"
                       ---------------

     A  "Legal  Holiday"  is  a  Saturday,  a Sunday or a day on which banking
institutions  in  the  City of Minneapolis, Minnesota or at a place of payment
are  authorized  or  obligated by law, regulation or executive order to remain
closed.    If a payment date is a Legal Holiday at a place of payment, payment
may  be  made at that place on the succeeding day that is not a Legal Holiday,
and  no  interest  shall  accrue  for  the  intervening  period.

Section  11.8          No  Recourse  Against
                       ---------------------
Others"Section11.8NoRecourseAgainstOthers"
                 -------------------

     No  director,  officer,  employee,  agent,  manager or stockholder of the
Company  as  such, shall have any liability for any obligations of the Company
under  the Notes or this Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation.  Each Noteholder by accepting
a  Note  waives  and  releases  all  such  liability.

Section  11.9          Multiple  Originals"Section11.9MultipleOriginals"
                       -------------------

     The  parties may sign any number of copies of this Indenture.  One signed
copy  is  enough  to  prove  this  Indenture.

Section  11.10          Governing  Law"Section11.10GoverningLaw"
                        --------------

     THE INTERNAL LAW OF THE STATE OF DELAWARE SHALL GOVERN THIS INDENTURE AND
THE  SECURITIES,  WITHOUT  REGARD  TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Section  11.11          No  Adverse  Interpretation  of  Other
                        --------------------------------------
Agreements"Section11.11NoAdverseInterpretationofOtherAgreements"
                  -------

     This  Indenture  may  not be used to interpret another indenture, loan or
debt agreement of the Company.  Any such indenture, loan or debt agreement may
not  be  used  to  interpret  this  Indenture.

Section  11.12          Successors"Section11.12Successors"
                        ----------

     All  agreements of the Company in this Indenture and the Notes shall bind
its  successors.    All agreements of the Trustee in this Indenture shall bind
its  successor.

Section  11.13          Severability"Section11.13Severability"
                        ------------

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal  or  unenforceable,  the  validity, legality and enforceability of the
remaining  provisions  shall  not  in any way be affected or impaired thereby.

Section  11.14         Counterpart Originals"Section11.14CounterpartOriginals"
                       ---------------------

     The parties may sign any number of copies of this Indenture.  Each signed
copy  shall  be  an  original,  but  all  of  them together represent the same
agreement.

Section  11.15          Table  of  Contents,  Headings,  etc.
                        ------------------------------------
"Section11.15TableofContents,Headings,etc."
                  --------

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only,  are  not  to  be considered a part hereof and shall in no way modify or
restrict  any  of  the  terms  or  provisions  hereof.

                             SIGNATURES SIGNATURES

     IN  WITNESS  WHEREOF, the parties hereto have caused this Indenture to be
duly executed and their respective corporate seals to be affixed and attested,
as  of  the  day  and  year  first  above  written.

FIRST  NATIONS  FINANCIAL  SERVICES  COMPANY


By:
Name:
Title:


Attest:
Name:
Title:



                                                  (SEAL)



NORWEST  BANK  MINNESOTA,  NATIONAL  ASSOCIATION



By:
Name:
Title:
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 148681}]
{"company-data": {"conformed-name": "FIRST NATIONS FINANCIAL SERVICES CO", "cik": "0001008966", "assigned-sic": "6189", "irs-number": "760481583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-01612", "film-number": "97608848"}, "business-address": {"street1": "PLAZA OFFICE CENTER", "street2": "560 FELLOWSHIP RD", "city": "MOUNT LAUREL", "state": "NJ", "zip": "08054", "phone": "6092345151"}, "mail-address": {"street1": "PLAZA OFFICE CENTER", "street2": "560 FELOWSHIP ROAD", "city": "MOUNT LAUREL", "state": "NJ", "zip": "08054-1230"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (D)
                                    of the
                        SECURITIES EXCHANGE ACT OF 1934

                        Date of Report:   May 15, 1997

                   FIRST NATIONS FINANCIAL SERVICES COMPANY
            (Exact name of registrant as specified in its charter)

                                   DELAWARE
         (State or other jurisdiction of incorporation or organization)

          333-1612                              76-0481583
     (Commission  File  Number)          (IRS  Employer Identification Number)

                            C/O WILLIAM T. JULIANO
                          CHRISTIANA EXECUTIVE CAMPUS
                       220 CONTINENTAL DRIVE, SUITE 310
                          NEWARK, DELAWARE 19713-4314
                   (Address of principal executive offices)

                                (800) 790-2474
             (Registrant's telephone number, including area code)

ITEM  5.          OTHER  EVENTS
--------          -------------

(a)         On the 10th day of April, 1997 the State of Florida, Department of
Banking  and  Finance  issued  a  Mortgage  Lender  License  to  First Nations
Financial  Services  Company  (the  "Company").

(b)       On the 23rd day of April, 1997 the Company entered into an Indenture
with  Norwest  Bank  Minnesota,  National  Association for the benefit of each
other  and  for  the  equal  and  ratable benefit of the Holders of the Senior
Subordinated,  Fixed  Rate  Term  Notes  of the Company issued pursuant to the
Company's  registration  statement  on  Form  SB-2  declared  effective by the
Securities  and  Exchange  Commission  on  February  19,  1996.

(c)        On the 30th day of April, 1997 the State of Delaware, Department of
Justice  approved  the  individual's Issuer Agent registration and is allowing
the  Company  to  sell  its  own  securities.

(d)          On  the 14th day of May, 1997 the State of Florida, Department of
Banking  and  Finance  approved  the  Company  as  an  Issuer/Dealer.

ITEM  7.          EXHIBITS
--------          --------

     1.        Indenture dated as of the 23rd day of April, 1997 between First
Nations  Financial  Services  Company  and  Norwest  Bank  Minnesota, National
Association.

                                   SIGNATURE

     Pursuant  to the requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

       William  T.  Juliano,  President

Date:    May  15,  1997

                         Item 7 -- Exhibit 1 - Page 52

                         Item 7 -- Exhibit 1 - Page 53

                         Item 7 -- Exhibit 1 - Page 1
                              ITEM 7 - EXHIBIT 1

                                   INDENTURE

                   FIRST NATIONS FINANCIAL SERVICES COMPANY

                                    OBLIGOR

                                  $50,000,000

                  SENIOR SUBORDINATED, FIXED RATE TERM NOTES

                      __________________________________

                 NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                    TRUSTEE

                          DATED AS OF APRIL 23, 1996
TABLE OF CONTENTS

ARTICLE  I  DEFINITIONS  AND  INCORPORATION  BY  REFERENCE
Section  1.1  Definitions
Section  1.2  Other  Definitions
Section  1.3  Incorporation  by  Reference  of  Trust  Indenture  Act
Section  1.4  Rules  of  Construction

ARTICLE  II  THE  SECURITIES
Section  2.1  Form  and  Dating,  Denominations  and  Interest  Rates
Section  2.2  Execution  and  Authentication
Section  2.3  Registrar  and  Paying  Agent
Section  2.4  Paying  Agent  to  Hold  Money  in  Trust
Section  2.5  Noteholder  Lists
Section  2.6  Transfer  and  Exchange
Section  2.7  Payment of Principal and Interest; Principal and Interest Rights
Preserved
Section  2.8  Replacement  Notes
Section  2.9  Outstanding  Notes
Section  2.10  Treasury  Notes
Section  2.11  Temporary  Notes
Section  2.12  Cancellation
Section  2.13  Defaulted  Interest

ARTICLE  III  REDEMPTION
Section  3.1  Right  of  Redemption  Limited
Section  3.2  Notice  of  Redemption
Section  3.3  Payment  of  Notes  Called  for  Redemption
Section  3.4  Mandatory  Redemption

ARTICLE  IV  COVENANTS
Section  4.1  Payment  of  Notes
Section  4.2  Maintenance  of  Office  or  Agency
Section  4.3  SEC  Reports
Section  4.4  Compliance  Certificate
Section  4.5  Stay,  Extension  and  Usury  Laws
Section  4.6  Liquidation

ARTICLE  V  SUCCESSORS
Section  5.1  When  the  Company  May  Merge,  etc.
Section  5.2  Successor  Corporation  Substituted

ARTICLE  VI  DEFAULTS  AND  REMEDIES
Section  6.1  Events  of  Default
Section  6.2  Acceleration
Section  6.3  Other  Remedies
Section  6.4  Waiver  of  Past  Defaults
Section  6.5  Control  by  Holders
Section  6.6  Limitation  on  Suits
Section  6.7  Rights  of  Holders  to  Receive  Payment
Section  6.8  Collection  Suit  by  Trustee
Section  6.9  Trustee  May  File  Proofs  of  Claim
Section  6.10  Priorities
Section  6.11  Undertaking  for  Costs

ARTICLE  VII  TRUSTEE
Section  7.1  Duties  of  Trustee
Section  7.2  Rights  of  Trustee
Section  7.3  Individual  Rights  of  Trustee
Section  7.4  Trustee's  Disclaimer
Section  7.5  Notice  of  Defaults
Section  7.6  Reports  by  Trustee  to  Holders
Section  7.7  Compensation  and  Indemnity
Section  7.8  Replacement  of  Trustee
Section  7.9  Successor  Trustee  by  Merger,  etc.
Section  7.10  Eligibility  Disqualification
Section  7.11  Preferential  Collection  of  Claims  Against  Company

ARTICLE  VIII  DISCHARGE  OF  INDENTURE
Section  8.1  Termination  of  Company's  Obligations
Section  8.2  Application  of  Trust  Money
Section  8.3  Repayment  to  Company
Section  8.4  Reinstatement

ARTICLE  IX  AMENDMENTS
Section  9.1  Without  Consent  of  Holders
Section  9.2  With  Consent  of  Holders
Section  9.3  Compliance  with  Trust  Indenture  Act
Section  9.4  Revocation  and  Effect  of  Consents
Section  9.5  Notation  on  or  Exchange  of  Notes
Section  9.6  Trustee  to  Sign  Amendments,  etc.

ARTICLE  X  SUBORDINATION
Section  10.1  Agreement  to  Subordinate
Section  10.2  Liquidation:  Dissolution:  Bankruptcy
Section  10.3  Default  on  Designated  Senior  Debt
Section  10.4  When  Distribution  Must  Be  Paid  Over
Section  10.5  Notice  by  Company
Section  10.6  Subrogation
Section  10.7  Relative  Rights
Section  10.8  Subordination  May Not Be Impaired by the Company or Holders of
Senior
     Debt
Section  10.9  Distribution  or  Notice  to  Representative
Section  10.10  Rights  of  Trustee  and  Paying  Agent
Section  10.11  Authorization  to  Effect  Subordination
Section  10.12  Article  Applicable  to  Paying  Agent
Section  10.13  No  Recourse
Section  10.14  Miscellaneous

ARTICLE  XI  MISCELLANEOUS
Section  11.1  Trust  Indenture  Act  Controls
Section  11.2  Notices
Section  11.3  Communication  by  Holders  with  Other  Holders
Section  11.4  Certificate  and  Opinion  as  to  Conditions  Precedent
Section  11.5  Statements  Required  in  Order,  Certificate  or  Opinion
Section  11.6  Rules  by  Trustee  and  Agents
Section  11.7  Legal  Holidays
Section  11.8  No  Recourse  Against  Others
Section  11.9  Multiple  Originals
Section  11.10  Governing  Law
Section  11.11  No  Adverse  Interpretation  of  Other  Agreements
Section  11.12  Successors
Section  11.13  Severability
Section  11.14  Counterpart  Originals
Section  11.15  Table  of  Contents,  Headings,  etc.

SIGNATURES
INDENTURE

     INDENTURE dated as of April 23, 1996, by First Nations Financial Services
Company,  a  Delaware corporation (the "Company"), and Norwest Bank Minnesota,
National  Association  as  trustee  (the  "Trustee").

     The  Company  and  the  Trustee  agree as follows for the benefit of each
other  and  for  the  equal  and  ratable benefit of the Holders of the Senior
Subordinated,  Fixed  Rate  Term  Notes  of the Company issued pursuant to the
Company's  registration  statement  on  Form  SB-2  declared  effective by the
Securities  and  Exchange  Commission  on  or  about  February  19,  1996 (the
"Notes").

                                   ARTICLE I
                         DEFINITIONS AND INCORPORATION
       BY REFERENCE ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

Section  1.1          Definitions"Section1.1Definitions"
                      -----------

     "Affiliate"  of  any  specified Person means any other Person directly or
indirectly  controlling  or  controlled  by or under direct or indirect common
control  with  such  specified  Person.   For the purposes of this definition,
"control"  (including,  with  correlative  meanings,  the terms "controlling,"
"controlled  by" and "under common control with"), as used with respect to any
Person,  shall  mean  the  possession, directly or indirectly, of the power to
direct  or  cause  the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.

     "Agent"  means  any Registrar, Paying Agent or co-registrar of the Notes.

     "Board  of  Directors" means the Board of Directors of the Company or any
authorized  committee  of  the  Board  of  Directors.

     "Business  Day"  means  any  day  other  than  a  Legal  Holiday.

     "Company"  means  First  Nations  Financial  Services Company, unless and
until  replaced  by  a  successor  in  accordance  with  Article  V hereof and
thereafter  means  such  successor.

     "Company  Order"  means  a written order or request signed in the name of
the  Company  by  an  Officer.

     "Corporate  Trust  Office"  means  the office of the Trustee at which the
corporate  trust  business  of  the  Trustee shall, at any particular time, be
principally  administered,  which  office  is,  at  the  date as of which this
Indenture  is  originally  dated,  located  at  Norwest  Bank Minnesota, N.A.,
Corporate  Trust,  Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479-0069.    Attention:  Corporate  Trust.

     "Default"  means  any  event  that  is or with the passage of time or the
giving  of  notice  or  both  would  be  an  Event  of  Default.

     "Exchange  Act"  means  the  Securities Exchange Act of 1934, as amended.

     "GAAP"  means,  as  of any date, generally accepted accounting principles
set  forth  in  the  opinions  and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and  pronouncements  of  the  Financial  Accounting Standards Board or in such
other  statements by such other entity as approved by a significant segment of
the  accounting  profession,  which  are  in  effect  from  time  to  time.

     "Guarantee"  means  a  guarantee (other than by endorsement of negotiable
instruments  for  collection  in  the  ordinary course of business), direct or
indirect,  in any manner (including, without limitation, letters of credit and
reimbursement  agreements  in  respect  thereof),  of  all  or any part of any
Indebtedness.

     "Holder"  or  "Noteholder"  means  a  Person  in  whose  name  a  Note is
registered.

     "Indebtedness"  means,  with  respect  to any Person, any indebtedness of
such  Person,  whether  or  not  contingent,  in  respect of borrowed money or
evidenced  by  bonds,  notes,  debentures or similar instruments or letters of
credit  (or  reimbursement  agreements in respect thereof) or representing the
balance  deferred  and unpaid of the purchase price of any property (including
capital Lease obligations) or representing any hedging obligations, except any
such balance that constitutes an accrued expense or a trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
hedging  obligations) would appear as a liability upon a balance sheet of such
Person  prepared in accordance with GAAP, and also includes, to the extent not
otherwise  included,  (a) the Guarantee of items that would be included within
this  definition, and (b) liability for items that would arise by operation of
a  Person's  status  as  a  general  partner  of  a  partnership.

     "Indenture" means, this Indenture as amended or supplemented from time to
time.

     "Interest  Accrual  Date"  means  with  respect to any Note, the date the
Company  accepts funds for the purchase of the Note if such funds are received
by 2:00 p.m. (EDT) on a Business Day, or if such funds are not so received, on
the  next  Business  Day.

     "Interest  Accrual  Period"  means,  as to each Note, the period from the
later of the Interest Accrual Date of such Note or the day of the last Payment
Date  upon  which  an  interest  payment  was  made  until  the day before the
following Payment Date during which interest accrues on each Note with respect
to  any  Payment  Date.

     "Issue Date" means, with respect to any Note, the date on which such Note
is  first  executed,  authenticated  and  delivered.

     "Maturity  Date"  means,  with respect to any Note, the date on which the
principal  of  such  Note  becomes  due  and  payable  as  therein  provided.

     "Maturity  Record Date" means, with respect to any Note, as of 11:59 p.m.
of  the  date  fifteen  days  prior  to  the  Maturity Date or Redemption Date
applicable  to  such  Note.

     "Notes"  means  the  Company's Senior Subordinated, Fixed Rate Term Notes
issued  under  this  Indenture.

     "Obligations"  means  any  principal,  interest  (including Post-Petition
Interest),  penalties,  fees,  indemnifications,  reimbursements,  damages and
other  liabilities payable under the documentation governing any indebtedness.

     "Officer"  means the Chairman of the Board or principal executive officer
of  the  Company, the President or operating officer of the Company, the Chief
Financial  Officer  or  principal  financial  officer  of  the  Company,  the
Treasurer,  any  Assistant  Treasurer,  Controller or principal officer of the
Company,  Secretary  or  any  Vice-President  of  the  Company.

     "Officers'  Certificate"  means a certificate signed by two Officers, one
of  whom must be the principal executive officer, principal operating officer,
principal  financial  officer  or principal accounting officer of the Company.

     "Opinion  of  Counsel"  means  an  opinion  from  legal  counsel  who  is
reasonably  acceptable  to  the Trustee.  The counsel may be an employee of or
counsel  to  the  Company  or  the  Trustee.

     "Paying  Agent"  means the Trustee or any other depository institution or
trust  company that is authorized pursuant to Section 2.3 to pay the principal
of,  or  interest  on,  any  Notes  on  behalf  of  the  Company.

     "Payment Date" means the 15th day of each calendar month, or if such 15th
day  is  not  a Business Day, the Business Day immediately following such 15th
day and, with respect to a specific Note, the Maturity Date or Redemption Date
of  such  Note.

     "Person"  means  any individual, corporation, partnership, joint venture,
association,  joint  stock  company,  trust,  unincorporated  organization  or
government  or  any  agency  or  political  subdivision  thereof.

     "Post-Petition  Interest"  means interest accruing after the commencement
of any bankruptcy or insolvency case or proceeding with respect to the Company
or  any  receivership,  liquidation,  reorganization  or other similar case or
proceeding  in  connection  therewith,  at  the  ram  applicable  to  such
Indebtedness,  whether  or not such interest is an allowable claim in any such
proceeding.

     "Redemption  Date"  has  the  meaning  given  in  Article  III  hereof.

     "Redemption  Price"  means,  with respect to any Note to be redeemed, the
principal  amount of such Note plus the interest accrued but unpaid during the
Interest  Accrual  Period  up  to  the  Redemption  Date  for  such  security.

     "Registrar"  means  the  Trustee  or  any other depository institution or
trust  company  that  is  authorized  pursuant  to Section 2.3 to maintain the
register  of  the  Notes  issued  under  the  terms  of  this  Indenture.

     "Regular  Record  Date" means, with respect to a particular Payment Date,
as  of  11:59  p.m.  of  the  date  fifteen  days  prior to such Payment Date.

     "Responsible  Officer"  when  used with respect to the Trustee, means any
officer  in  its Corporate Trust Office, or any other assistant officer of the
Trustee in its Corporate Trust Office customarily performing functions similar
to  those  performed  by  the  Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or  her  knowledge  of  and  familiarity  with  the  particular  subject.

     "SEC"  means  the  Securities  and  Exchange  Commission.

     "Senior  Debt"  means  any  Indebtedness (whether outstanding on the date
hereof  or  thereafter  created)  incurred  by  the Company in connection with
borrowings  by  the  Company  (including  its subsidiaries) from a bank, trust
company, insurance company, or from any other lender whether such Indebtedness
is  or is not specifically designated by the Company as being 'Senior Debt" in
its  defining  instruments.  The defining instruments creating any Senior Debt
may  contain  provisions for acceleration of maturity in the event of a change
of  control  of  the  Company.

     "TIA"  means  the Trust Indenture Act of 1939 (15 U.S.C.    77aaa-77bbbb)
as  in  effect on the date on which this Indenture is qualified under the TIA.

     "Total  Permanent Disability" means a determination by a physician chosen
by the Company that the Holder of a Note, who was gainfully employed on a full
time basis at the Issue Date of such security is unable to work on a full time
basis  during  the  succeeding  twenty-four  months.    For  purposes  of this
definition,  "working  on a full time basis" shall mean working at least forty
hours  per  week.

     "Trustee"  means  Norwest  Bank  Minnesota,  National Association until a
successor  replaces  it  in  accordance with the applicable provisions of this
Indenture  and  thereafter  means  the  successor  serving  hereunder.

     "U.S.  Government  Obligations"  means  direct  obligations of the United
States of America, or any agency or instrumentality thereof for the payment of
which  the  full  faith and credit of the United States of America is pledged.

Section  1.2          Other  Definitions"Section1.2OtherDefinitions"
                      ------------------
          Defined  in
     Term                  Section
     ----          ---------------

     "Bankruptcy  Law"                    6.1
     "Custodian"                    6.1
     "Event  of  Default"                    6.1
     "Legal  Holiday"                    11.7
     "Payment  Blockage  Period"                    10.3
     "Payment  Notices"                    10.3

Section  1.3          Incorporation  by  Reference  of  Trust  Indenture  Act
                      -------------------------------------------------------
"Section1.3IncorporationbyReferenceofTrustIndentureAct"

     Whenever  this  Indenture refers to a provision of the TIA, the provision
is  incorporated  by  reference  in  and  made  a part of this Indenture.  The
following  TIA  terms  used  in  this  Indenture  have the following meanings:

     "indenture  securities"  means  the  Notes;
      ---------------------

     "indenture  security  holder"  means  a  Noteholder;
      ---------------------------

     "indenture  to  be  qualified"  means  this  Indenture;
      ----------------------------

     "indenture  trustee"  or  "institutional  trustee"  means  the  Trustee;
      ------------------        ----------------------

     "obligor"  on  the  Notes means the Company or any successor obligor upon
      -------
the  Notes.

     All  other  terms  used  in  this  Indenture that are defined by the TIA,
defined  by  TIA reference to another statute or defined by SEC rule under the
TIA  have  the  meanings  so  assigned  to  them.

Section  1.4          Rules  of  Construction"Section1.4RulesofConstruction"
                      -----------------------

     Unless  the  context  otherwise  requires:

          (a)          a  term  has  the  meaning  assigned  to  it;

          (b)         an accounting term not otherwise defined has the meaning
assigned  to  it  in  accordance  with  GAAP;

          (c)          references  to GAAP, as of any date, shall mean GAAP in
effect  in  the  United  States  as  of  such  date;

          (d)          "or"  is  not  exclusive;

          (e)      words in the singular include the plural, and in the plural
include  the  singular;  and

          (f)          provisions apply to successive events and transactions.

                                  ARTICLE II
                           THE SECURITIES ARTICLE II
                                THE SECURITIES 

Section  2.1          Form  and  Dating,  Denominations  and  Interest
                      ------------------------------------------------
Rates"Section2.1FormandDating,DenominationsandInterestRates"
                --

     The  Notes  and  the  Trustee's  certificate  of  authentication shall be
substantially  in  the  form  of  Exhibit  A  hereto,  the  terms of which are
incorporated  in and made a part of this Indenture.  The outstanding aggregate
principal  amount  of Notes outstanding at any time is limited to $50 million,
provided,  however,  that the Company and the Trustee may, without the consent
of  any Holder, increase such aggregate principal amount of Notes which may be
outstanding  at  any  time.    The  Notes  may  have  notations,  legends  or
endorsements  required  by  law,  stock exchange rule, agreements to which the
Company  is  subject  or  usage.    Each  Note  shall be dated the date of its
authentication.   Each Note shall be in such denomination as may be designated
from  time  to time by the Company but in no event in a denomination less than
$1,000  and in multiples of not less than $25.  Each Note shall have a term of
not  less  than  three  months  and  not  greater  than  ten years as shall be
designated  by  the  Company  from  time  to  time.

     Each Note shall bear interest from and commencing on its Interest Accrual
Date  at  such  rate  of  interest as the Company shall determine from time to
time;  provided, however, that the interest rate will be fixed for the term of
the  Note  upon  issuance,  subject to change upon extension.  A Company Order
delivered to the Trustee shall specify the rate of interest applicable to each
term  of  the  Notes  determined  by  the  Company  from  time  to  time.

     Interest  on  a  Note  with  a  term  of  twelve (12) months or less will
compound  daily  and  be  payable  at  maturity.  Interest on a Note of longer
duration will compound daily and the Holder thereof may elect to have interest
paid  monthly,  on  the  fifteenth  day  of each calendar month, quarterly, on
January 15, April 15, July 15 and October 15, semi-annually, on January 15 and
July  15, annually, on January 15, or upon maturity.  A Holder may change this
election once during the term of the Note.  The Company will provide a form to
request  a  change of interest payment election.  Use of such form by a Holder
is  not required.  However, requests to change the interest payment must be in
writing.

     The Company will give each Holder (existing as of the applicable Maturity
Record  Dated) a written notice at least seven days prior to the Maturity Date
of  the Note held by such Holder reminding such Holder of the pending maturity
of the Note and noticing the Holder of the Company's intention to repay, or if
the  Company  does  not intend to repay the Note reminding the Holder that the
automatic extension provision described in the next paragraph will take effect
unless  the  Holder  requests  payment  and  stating the interest rate payable
during  the  renewal  term.    Such  notice  shall  also state that payment of
principal  of  a Note be made upon presentation and surrender of such Note and
shall  specify  the place where such Note may be presented and surrendered for
the  making  of  such payment.  If the Company gives notice to a Holder of the
Company's intention to repay a Note at maturity, no interest will accrue after
the  maturity  Date  for such Note.  Otherwise, if a Holder requests repayment
within  seven  days  after the Maturity Date, the Company will pay interest on
the  Note  during  the  period  after  the  Note's  Maturity Date and prior to
redemption  at  the  lower  of (i) the lowest interest rate then being paid on
debt securities being offered by the Company to the general public or (ii) the
rate  being  paid  on  such  Note  immediately  prior  to  it  maturity.

     If,  within  seven  days  after the Maturity Date, of a Note, a Holder of
such  Note  has  not  demanded  repayment of the Note, and the Company has not
noticed  its  intention  to  repay  such  Note  at  least  seven days prior to
maturity,  such  Note  shall  be extended automatically for the same term, and
shall  be deemed to have been renewed by the Holder thereof as of the Maturity
Date.  A Note will continue to renew as described herein absent some permitted
action be either the Holder or the Company.  Interest shall continue to accrue
from the first day of such renewed term.  Such Note, as renewed, will continue
in  all  its provisions, including provisions relating to payment, except that
the  interest  rate payable during any renewed term shall be the interest rate
which is being offered by the Company on similar Notes as of the renewal date.
If  similar  Notes  are  not then being issued, the interest rate upon renewal
will  be  the  Note's  current  rate.   The Company will provide a request for
repayment form along with the notice of maturity. Use of such form by a Holder
is  not  a condition of repayment.  However, requests for repayment must be in
writing.

     Subordinated Notes with a duration of greater than twelve (12) months are
subject  to  early  repayment  at the election (a) of the Holder only upon the
occurrence  of a Total Permanent Disability of such Holder (or if such Note is
held jointly, upon the Total Permanent Disability of one of such Holders), (b)
of  a  Holder's  estate  after  a  Holder's  death or (c) if such Note is held
jointly, of a Holder upon the death of such Holder's joint Holder.  Otherwise,
Holders  will have no right to demand early repayment.  Holders electing early
repayment  shall  do  so by complying with the procedures described in Section
3.4.

     The terms and provisions contained in the Notes shall constitute, and are
hereby  expressly made, a part of this Indenture and to the extent applicable,
the  Company  and  the  Trustee,  by  their  execution  and  delivery  of this
Indenture,  and  the  Holders  by accepting the Notes, expressly agree to such
terms  and  provisions  and  to  be bound thereby.  In case of a conflict, the
provisions  of  this  Indenture  shall  control.

Section  2.2          Execution  and
                      --------------
Authentication"Section2.2ExecutionandAuthentication"
                -------------

     Two  Officers  of  the  Company  shall  sign the Notes for the Company by
manual  or facsimile signature.  The Company's seal shall be reproduced on the
Notes.  If an Officer whose signature is on a Note no longer holds that office
at  the  time  the  Note  is  authenticated  by  the  Trustee,  the Note shall
nevertheless  be  valid.

     A  Note  shall  not be valid until authenticated by the authorized manual
signature  of  the  Trustee.  The signature of the Trustee shall be conclusive
evidence  that  the  Note  has  been  authenticated  under  this  Indenture.

     All  of  the  Notes  are not to be issued at one time.  Therefore, at any
time and from time to time after the execution and delivery of this Indenture,
the  Company  may  deliver  Notes  executed by the Company, to the Trustee for
authentication,  together  with  a  Company  Order for the authentication, and
delivery  of  such  Notes.    Such Company Order shall set forth the necessary
information  in  form acceptable to the Trustee for the issuance of such Notes
including  the  interest  rate, Maturity Date, Issue Date and Interest Accrual
Date.

     The  Trustee  shall  be entitled to receive, and (subject to Section 7.1)
shall  be  fully  protected  in  relying upon, prior to the authentication and
delivery  of the Notes, (i) a Company Order specifying the terms of the Notes,
(ii)  a certified copy of one or more resolutions of the Board of Directors of
the Company by or pursuant to which the terms of such Notes have been approved
and,  if requested by the Trustee (iii) an Opinion of Counsel substantially to
the  effect  that:

     (a)          all  instruments  furnished by the Company to the Trustee in
connection  with  the authentication and delivery of such Notes conform to the
requirements  of  this Indenture and constitute sufficient authority hereunder
for  the  Trustee  to  authenticate  and  deliver  such  Notes;

     (b)          the  form  and  terms of such Notes have been established in
conformity  with  the  provisions  of  this  Indenture;

     (c)          in the event that the forms or terms of such Notes have been
established  in  a  supplemental indenture, the execution and delivery of such
supplemental  indenture  has  been  duly authorized by all necessary corporate
action  of the Company, such supplemental indenture has been duly executed and
delivered  by  the  Company  and,  assuming  due  authorization, execution and
delivery by the Trustee, is a valid and binding obligation enforceable against
the  Company  in  accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and subject,
as  to  enforceability, to general principles of equity (regardless of whether
enforcement  is  sought  in  a  proceeding  in  equity  or  at  law);

     (d)          the  execution  and  delivery  of  such Notes have been duly
authorized  by  all  necessary  corporate action of the Company and such Notes
have been duly executed by the Company and, assuming due authentication by the
Trustee  and  delivered  by  the  Company,  are  valid and binding obligations
enforceable  against  the  Company in accordance with their terms, entitled to
the  benefit of the Indenture subject to applicable bankruptcy, insolvency and
similar  laws  affecting  creditors'  rights  generally  and  subject,  as  to
enforceability,  to  general  principles  of  equity  (regardless  of  whether
enforcement is sought in a proceeding in equity or at law) and subject to such
other  exceptions  as  counsel shall request and as to which the Trustee shall
not  reasonably  object;  and

     (e)     the amount of Notes Outstanding of such series, together with the
amount of such Notes, does not exceed any limit established under the terms of
this Indenture on the amount of Notes that may be authenticated and delivered.

     The  Trustee  shall  not  be  required  to authenticate such Notes if the
issuance  of  such  Notes pursuant to this Indenture will affect the Trustee's
own  rights,  duties  or  immunities  under  the Notes and this Indenture is a
manner  which  is  not  reasonably  acceptable  to  the  Trustee.

     No Note shall be entitled to any benefit under this Indenture or be valid
or  obligatory for any purpose unless there appears on such Note a certificate
of  authentication  substantially in one of the forms provided for herein duly
executed  by  the  Trustee or by an authenticating agent, and such certificate
upon  any  Note shall be conclusive evidence, and the only evidence, that such
Note  has  been  duly authenticated and delivered hereunder and is entitled to
the  benefits  of  this Indenture.  Notwithstanding the foregoing, if any Note
shall  have  been  duly authenticated and delivered hereunder but never issued
and  sold  by  the  Company,  and  the  Company shall deliver such Note to the
Trustee  for cancellation as provided in Section 2.12, together with a Company
Order  to  such  effect,  the  Trustee  shall  cancel  such Note in the manner
provided  in  Section  2.12.

     The Trustee shall, upon receipt of a Company Order, together with such of
the  above  described  instruments  and  documents  requested  by the Trustee,
authenticate  Notes  for  original  issue.    Notes  shall  be  issued only in
registered  form  and  shall  be  dated  the  date  of  authentication.

     The Trustee may appoint an authenticating agent acceptable to the Company
to  authenticate  Notes.   Unless limited by the terms of such appointment, an
authenticating  agent  may authenticate a Note whenever the Trustee may do so.
Each  reference  in  this  Indenture to authentication by the Trustee includes
authentication  by such agent.  An authenticating agent has the same rights as
an  Agent  to  deal  with  the  Company.

Section  2.3     Registrar and Paying Agent"Section2.3RegistrarandPayingAgent"
                 --------------------------

     The  Company  shall  maintain  (i) an office or agency where Notes may be
presented  for registration of transfer or for exchange ("Registrar") and (ii)
an office or agency where Notes may be presented for payment ("Paying Agent").
The  Registrar  shall  keep  a register of the Notes and of their transfer and
exchange.    With  the  prior  written consent of the Trustee, the Company may
appoint  one  or  more  co-registrars  but  only  one  paying agent.  The term
"Registrar"  includes  any  co-registrar, and the term "Paying Agent" includes
any  successor  paying  agent.  With the prior written consent of the Trustee,
the  Company  may change the Paying agent or Registrar without prior notice to
any  Noteholder,  provided  that  the  Company  shall  promptly  notify  the
Noteholders  of  the  name  and  address  of  any  Agent  not  a party to this
Indenture.    The  Company  may  not act as Paying Agent or Registrar.  In the
event the Company utilizes any Agent other than the Trustee, the Company shall
enter  into  an  appropriate agency agreement with such Agent, which agreement
shall  incorporate  the  provisions of the TIA.  The agreement shall implement
the  provisions  of  this  Indenture  that  relate to such Agent.  The Trustee
acting  as  Registrar  and  Paying  Agent,  shall  be  entitled to appropriate
compensation  in  accordance  with  Section  7.7  hereof.

     The Company appoints the Trustee as Registrar, Paying Agent and agent for
service  of  notices  and  demands  in connection with the Notes.  The Trustee
shall  act as Registrar and Paying Agent until such time as a successor Paying
Agent  or  Registrar  is  appointed  in accordance with the provisions of this
Indenture.

Section  2.4          Paying  Agent  to  Hold  Money  in
                      ----------------------------------
Trust"Section2.4PayingAgenttoHoldMoneyinTrust"
                ----------------

     Prior  to  each  due  date  of the principal or interest on any Note, the
Company shall deposit with the Paying Agent sufficient funds to pay principal,
premium,  if  any, and interest then so becoming due and payable in cash.  The
Company  shall  require  any  Paying  Agent other than the Trustee to agree in
writing  that  the  Paying  Agent  will  hold  in  trust  for  the  benefit of
Noteholders  or the Trustee all money held by the Paying Agent for the payment
of principal or interest on the Notes, and will notify the Trustee promptly in
writing  of  any default by the Company in making any such payment.  While any
such  default  continues, the Trustee shall require the Paying Agent (if other
than  the Trustee) to pay all money held by it to the Trustee.  The Trustee at
any  time  may  require  the  Paying  Agent to pay all money held by it to the
Trustee.    Upon  payment over to the Trustee, the Paying Agent (if other than
the  Trustee)  shall  have no further liability for the money delivered to the
Trustee.  The  Company  will  give prompt written notice to the Trustee of its
intention  to  change the name and address of the Paying Agent, and any change
in  the name or address of the Paying Agent shall not be effective without the
prior  written  consent  of  the  Trustee.

Section  2.5          Noteholder  Lists"Section2.5NoteholderLists"
                      -----------------

     The  Trustee  shall  preserve  in  as  current  a  form  as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders  and  shall otherwise comply with TIA   312(a).  If the Trustee is
not  the  Registrar,  the  Company  shall  furnish to the Trustee each quarter
during  the  term of this Indenture and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably  require  of  the  names  and  addresses  of  Noteholders,  and the
aggregate  principal amount outstanding and the Company shall otherwise comply
with  TIA      312(a).

Section  2.6          Transfer  and  Exchange"Section2.6TransferandExchange"
                      -----------------------

     The  Notes  are  not  negotiable instruments and cannot be transferred by
mere endorsement and delivery.  No rights of record ownership to a Note may be
transferred  without  the  prior written consent of the Company (which consent
shall not be unreasonably withheld), when Notes are presented to the Registrar
with  the  request:

          (a)          to  register  the  transfer  of  the  Notes,  or

          (b)          to exchange such Notes for an equal principal amount of
Notes  of  other  authorized  denominations,

the Registrar shall register the transfer or make the exchange as requested if
its  requirements  for  such transactions are met; provided, however, that the
Notes  presented  or  surrendered  for  register  of  transfer  or  exchange

          (a)          shall  be  duly  endorsed  or  accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
the  Holder  thereof  or  by  his  attorney,  duly  authorized  in  writing;

          (b)       shall be accompanied by a Company Order consenting to such
transfer  or  exchange;  and

          (c)      if requested by the Company or the Registrar, an opinion of
Holder's counsel (which counsel shall be reasonably acceptable to the Company)
that  the  transfer  does  not  violate  any  applicable  securities  laws.

     To  permit  registrations  of  transfers and exchanges, the Company shall
execute  and  the  Trustee shall authenticate Notes at the Registrar's written
request.

     The  Company  may assess service charges to a Holder for any registration
or  transfer  or  exchange,  and  the  Company  may  require  payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection  therewith  (other  than  any  such  transfer  taxes  or  similar
governmental  charge  payable  upon  exchange pursuant to Section 9.5 hereof).

     All  Notes  issued upon any registration of transfer or exchange of Notes
shall  be  the valid obligations of the Company, evidencing the same debt, and
entitled  to  the  same benefits under the Indenture, as the Notes surrendered
upon  such  registration  of  transfer  or  exchange.

     Prior  to  due  presentment for registration of transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the person in whose name
any  Note  is registered as the absolute owner of such Note for the purpose of
receiving  payment  of principal of an interest on such Note and for all other
purposes  whatsoever,  whether  such Note is overdue, and neither the Trustee,
any  Agent  nor  the  Company  shall  be  affected  by notice to the contrary.

Section  2.7         Payment of Principal and Interest; Principal and Interest
                     ---------------------------------------------------------
Rights
    --
P

reserved"

     Each  Note  shall accrue interest at the rate specified for such Note and
such  interest  shall be payable on each Payment Date following the Issue Date
for  such  Note,  until  the  principal  thereof becomes due and payable.  Any
installment of interest payable on a Note that is caused to be punctually paid
or  duly  provided  for by the Company on the applicable Payment Date shall be
paid  to the Holder in whose name such Note is registered in the Note Register
on  the  applicable  Regular  Record  Date,  by  check mailed to such Holder's
address  as  it appears in the Note Register on such Regular Record Date.  The
payment  of  any  interest  payable  in  connection  with  the  payment of any
principal  payable  with respect to such Note on a Maturity Date or Redemption
Date shall be payable as provided below.  Any funds with respect to which such
checks  were  issued which remain uncollected shall be held in accordance with
Section  8.3  hereof.  Any installment of interest not punctually paid or duly
provided  for  shall  be payable in the manner and to the Holders specified in
Section  2.13  hereof.

     Each  of  the Notes shall have stated maturities of principal as shall be
indicated in each such Note.  The principal of each Note shall be paid in full
no  later  than  the  Maturity  Date  thereof  unless the term of such Note is
extended  pursuant  to Section 2.1 hereof or such Note becomes due and payable
at  an  earlier  date  by  acceleration,  redemption  or  otherwise.

     Interest  on  each  Note shall be due and payable on each Payment Date at
the  interest  rate  applicable  to  such Note for the Interest Accrual Period
related  to  such  Note  and  such  Payment  Date.

     Notwithstanding  any  of the foregoing provision with respect to payments
of  principal  of  and interest on the Notes, if the Notes have become or been
declared  due  and  payable  following  an  Event of Default, then payments of
principal  of  and  interest  on  the  Notes  shall be made in accordance with
Article  VI  hereof.

     The  principal  payment  made  on  any  Note on any Maturity Date (or the
Redemption  Price  of  any  Note  required  to  be  redeemed), and any accrued
interest  thereon,  shall  be  payable only upon presentation and surrender of
such  Note  on  or  after the Maturity Date or Redemption Date therefor at the
office  or agency of the Company maintained by it for such purpose pursuant to
Section  2.3  hereof  or  at  the  office  of  the Paying Agent for such Note.

     All  computations of interest due with respect to any Note shall be made,
unless  otherwise  specified in the Note, based upon the actual number of days
(e.g.,  365  or  366)  in  the  applicable  year.

Section  2.8          Replacement  Notes"Section2.8ReplacementNotes"
                      ------------------

     If  any  mutilated Note is surrendered to the Company, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft  of any Note, the Company shall issue and the Trustee, upon receipt of a
Company  Order  if  required  by the Trustee, shall authenticate a replacement
Note  if  the  Trustee's  requirements  for replacements of Notes are met.  If
required  by the Trustee or the Company, an unsecured indemnity agreement must
be  supplied  by  the Holder that is sufficient in the judgment of the Trustee
and  the  Company  to  protect  the  Company,  the  Trustee,  any Agent or any
authenticating  agent  from any loss which any of them may suffer if a Note is
replaced.    The  Company  and  the  Trustee  may charge for their expenses in
replacing  a  Note.

     Every  replacement  Note  is  an additional obligation of the Company and
shall  be  entitled  to  all  benefits  of  this  Indenture  equally  and
proportionately  with  all  other  Notes  duly  issued  hereunder.

Section  2.9          Outstanding  Notes"Section2.9OutstandingNotes"
                      ------------------

     The  Notes  outstandingat any time are all the Notes authenticated by the
Trustee  except  for  those  canceled  by  it,  those  delivered  to  it  for
cancellation,  and  those  described  in  this  Section  as  not  outstanding.

     If  a  Note  is  replaced pursuant to Section 2.8 hereof, it ceases to be
outstanding  unless  the  Trustee  receives  proof satisfactory to it that the
replaced  Note  is  held  by  a  bona  fide  purchaser.

     If  the principal amount of any Note is considered paid under Section 4.1
hereof,  it  ceases  to  be  outstanding  and interest on it ceases to accrue.

     Subject  to  Section 2.10 hereof, a Note does not cease to be outstanding
because  the  Company  or  an  Affiliate  of  the  Company  holds  the  Note.

Section  2.10          Treasury  Notes"Section2.10TreasuryNotes"
                       ---------------

     In  determining  whether  the Holders of the required principal amount of
Notes  have  concurred in any direction, waiver or consent, Notes owned by the
Company  or  any  Affiliate  of  the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be  protected  in relying on any such direction, waiver or consent, only Notes
that  a Responsible Officer of the Trustee actually knows to be so owned shall
be  so  disregarded.

Section  2.11          Temporary  Notes"Section2.11TemporaryNotes"
                       ----------------

     Until  Notes  are  ready  for  delivery,  the Company may prepare and the
Trustee  shall  authenticate  temporary  Notes.    Temporary  Notes  shall  be
substantially  in  the  form of Notes but may have variations that the Company
and  the  Trustee  consider  appropriate  for  temporary  Notes.    Without
unreasonable delay, the Company shall prepare and the Trustee, upon receipt of
a  Company  Order,  shall  authenticate Notes in exchange for temporary Notes.
Until  such  exchange,   temporary Notes shall be entitled to the same rights,
benefits  and  privileges  as  Notes.

Section  2.12          Cancellation"Section2.12Cancellation"
                       ------------

     The  Company  at  any  time  may  deliver  Notes  to  the  Trustee  for
cancellation.    The  Registrar  and  Paying Agent (if other than the Trustee)
shall forward to the Trustee any Notes surrendered to them for registration or
transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered
for  registration  of transfer, exchange, payment, replacement or cancellation
and  shall destroy canceled Notes (subject to the record retention requirement
of  the  Exchange  Act)  unless the Company directs them to be returned to it.
All canceled Notes held by the Trustee shall be destroyed and certification of
their  destruction  delivered  to  the  Company unless by a Company Order, the
Company  shall  direct  that  canceled  Notes  be  returned  to  it.

Section  2.13          Defaulted  Interest"Section2.13DefaultedInterest"
                       -------------------

     If  the  Company  defaults in a payment of interest on any Note, it shall
pay the defaulted interest plus, to the extent lawful, any interest payable on
the  defaulted  interest,  to  the Holder of such Note on a subsequent special
record  date,  which date shall be at the earliest practicable date but in all
events at least 5 Business Days prior to the payment date, in each case at the
rate  provided  in  the Note.  The Company shall, with written notification to
the  Trustee,  fix  or  cause  to  be  fixed each such special record date and
payment  date.    At  least  15  days before any such special record date, the
Company  (or  the  Trustee,  in the name of and at the expense of the Company)
shall  mail to Noteholder(s) a notice that states the special record date, the
related  payment  date  and  the  amount  of  such  interest  to  be  paid.

                                  ARTICLE III
                       REDEMPTION ARTICLE III REDEMPTION

Section  3.1          Right  of  Redemption
                      ---------------------
Limited"Section3.1RightofRedemptionLimited"
                -------------------

     The  Company  may not redeem, in whole or in part, any Notes prior to the
scheduled  Maturity  Date  of  the  Note  except Notes with a maturity of five
years,  or  more.  The redemption price of Notes with a maturity of five years
or  more  is the unpaid principal balance plus interest accrued to the date of
redemption  and  a  redemption  premium  in  the  amount  of 10% of the unpaid
principal.    In addition, except as provided in this Article III, the Company
shall have no mandatory redemption or sinking fund obligations with respect to
any  of  the  Notes.

Section  3.2          Notice  of  Redemption"Section3.2NoticeofRedemption"
                      ----------------------

     Notice  of  redemption  to  the holders of securities to be redeemed as a
whole  or in part shall be given by mailing notice of such redemption by first
class  mail, postage prepaid, at least 20 days and not more than 50 days prior
to  the  date  fixed  for  redemption  to  such holders of Notes at their last
addresses  as  they  shall  appear  upon  the registry books maintained by the
Registrar.   Any notice which is mailed in the manner herein provided shall be
conclusively  presumed  to  have  been  duly  given, whether or not the Holder
receives  the  notice.    Failure to give notice by mail, or any defect in the
notice  to  the  Holder of any Note designated for redemption as a whole or in
part  shall  not  affect the validity of the proceedings for the redemption of
any  other  Note.

     The  notice of redemption to each such Holder shall specify the principal
amount  of  each  Note  held by such Holder to be redeemed, the date fixed for
redemption, the redemption price, the place or places or payment, that payment
will  be  made  upon  presentation  and surrender of such Notes, that interest
accrued  to  the  date  fixed for redemption will be paid as specified in said
notice  and  that  on  and after said date interest thereon or on the portions
thereof  to  be  redeemed  will expire.  In case any Note is to be redeemed in
part  only,  the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for  redemption, upon surrender of such Note, a new Note or Notes in principal
amount  equal  to  the  unredeemed  portion  thereof  will  be  issued.

     The  notice  of  redemption  of Notes to be redeemed at the option of the
Company  shall  be  given  by the Company or, at the Company's request, by the
Trustee  in  the  name  and  at  the  expense  of  the  Company.

     On  or prior to the redemption date specified in the notice of redemption
given  as  provided in this Section, the Company will deposit with the Trustee
or  with  the  Paying Agent (if different from the Trustee) an amount of money
sufficient to redeem on the redemption date all Notes so called for redemption
at  the  appropriate  redemption  price, together with accrued interest to the
date  fixed  for redemption.  If less than all the outstanding Notes are to be
redeemed,  the  Company  will deliver to the Trustee at least 45 days prior to
the  date fixed for redemption a Company Order stating the aggregate principal
amount  of  Notes  to  be  redeemed.

     If  less  than  all the Notes eligible for redemption are to be redeemed,
the Trustee shall select the Notes to be redeemed either by lot or pro rata or
in such other manner as it shall deem appropriate and fair; provided, however,
that  if  Notes  are  selected for redemption by lot, the Trustee shall select
Notes  for  redemption  in  denominations  of  at  least $1,000, except as may
otherwise  be  agreed  between  the  Trustee  and  the  Company.  Notes may be
redeemed  in  part  in  integral  multiples  of  $25  only.  The Trustee shall
promptly  notice  the  Company in writing of the Notes selected for redemption
and,  in  the case of any Notes selected for partial redemption, the principal
amount thereof to be redeemed.  For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Notes
shall relate, in the case of any Note redeemed or to be redeemed only in part,
to the portion of the principal amount of such Note which has been or is to be
redeemed.

Section  3.3          Payment  of  Notes  Called  for
                      -------------------------------
Redemption"Section3.3PaymentofNotesCalledforRedemption"
                ------------------

     If  notice  of  redemption has been given as above provided, the Notes or
portions of the Notes specified in such notice shall become due and payable on
the  date  and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and  after  said date (unless the Company shall default in the payment of such
Notes  at  the  redemption price, together with interest accrued to said date)
interest  on  the  Notes  or  portions of Notes so called for redemption shall
cease  to  accrue  and,  except as provided in Section 7.1 and 8.2, such Notes
shall cease from and after the date fixed for redemption to be entitled to any
benefit  or  security under this Indenture, and the holders thereof shall have
no  right  in respect of such Notes except the right to receive the redemption
price  thereof  and  unpaid  interest  to  the  date fixed for redemption.  On
presentation  and  surrender  of such Notes at a place of payment specified in
said  notice,  said  Notes or the specified portions thereof shall be paid and
redeemed  by  the  Company  at  the applicable redemption price, together with
interest  accrued thereon to the date fixed for redemption; provided, that any
payment  of  interest  becoming  due on the date fixed for redemption shall be
payable to the holders of such Notes registered as such on the relevant record
date  subject  to  the  terms  and  provisions  of  Section  2.7  hereof.

     If  any  Note  called  for redemption shall not be so paid upon surrender
thereof  for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate borne by the Note
until  the  principal of such Notes shall have been paid or duly provided for.

     Upon  presentation  of  any Note redeemed in part only, the Company shall
execute  and  the Trustee shall authenticate and deliver to or on the order of
the  Holder  thereof,  at  the expense of the Company, a new Note or Notes, of
authorized  denominations, in principal amount equal to the unredeemed portion
of  the  Note  so  presented.

Section  3.4          Mandatory  Redemption"Section3.4MandatoryRedemption"
                      ---------------------

     Upon  the  death or Total Permanent Disability of a Holder of a Note, the
estate  of such Holder (in the event of death) or such Holder (in the event of
Total  Permanent  Disability)  may require the Company to redeem, in whole and
not  in  part,  the  Note  held by such Holder by delivering to the Company an
irrevocable  election  (a "Redemption Election") requiring the Company to make
such  redemption.  In the event a Note is held jointly by two or more Persons,
such  Note  shall  be  subject  to  the elective redemption provisions of this
Article  III  upon  the  death or Total Permanent Disability of either Holder.
Upon  receipt  of  a  Redemption Election, the Company shall promptly (i) make
such  investigation  as  may be necessary, (ii) request additional information
from  the  Noteholder,  including  a  certificate  of  death  or  physician's
statement, (iii) request the Noteholder to submit to a physical examination by
a physician selected by the Company, or (iv) take such other action reasonably
believed  by  the  Company to be necessary in order to determine that death or
Total  Permanent Disability has occurred.  In the event the Company determines
the  Note  is  eligible  for  redemption,  the  Company  shall  designate  the
Redemption  Date  for  such  Note.   The Redemption Date shall be no more than
fifteen  days after the Company's determination of eligibility for redemption.
The  Company  shall  instruct  the  Paying Agent, by Company Order, to pay the
Redemption  Price  to  the estate of the Holder or the Holder, as the case may
be,  in  accordance  with  the  provisions  set out in Section 2.7 hereof.  No
interest  shall  accrue on the Notes to be redeemed under this Article III for
any  period  of  time  after  the  Redemption Date for such Note and after the
Paying  Agent has tendered the Redemption Price to the Estate of the Holder or
to  the  Holder,  as  the  case  may  be.

                                  ARTICLE IV
                        COVENANTS ARTICLE IV COVENANTS

Section  4.1          Payment  of  Notes"Section4.1PaymentofNotes"
                      ------------------

     The  Company shall duly pay the principal of and interest on each Note on
the  dates  and  in  the  manner provided in the Note.  Principal and interest
shall  be  considered paid on the date due if the Paying Agent holds, at least
one  Business  Day  before  that  date,  money  deposited  by  the  Company in
immediately  available  funds  and  designated  for  and sufficient to pay all
principal  and  interest  then  due;  provided,  however,  that  principal and
interest  shall  not be considered paid within the meaning of this Section 4.1
if money is held by the Paying Agent for the benefit of holders of Senior Debt
pursuant  to  the  provisions  of  Article  X hereof.  Such Paying Agent shall
return to the Company, no later than 5 days following the date of payment, any
money  (including  accrued interest) that exceeds such amount of principal and
interest  paid  on  the  Notes  in  accordance  with  this  Section  4.1.

     To  the  extent  lawful,  the  Company  shall  pay  interest  (including
Post-Petition  Interest in any proceeding under any Bankruptcy Law) on overdue
principal  at  the rate borne by the Notes, compounded semi-annually; it shall
pay  interest  (including  Post-Petition  Interest in any proceeding under any
Bankruptcy  Law)  on  overdue  installments of interest (without regard to any
applicable  grace  period)  at  the  same  rate,  compounded  semi-annually.

Section  4.2          Maintenance  of  Office  or
                      ---------------------------
Agency"Section4.2MaintenanceofOfficeorAgency"
                ---------------------

     The  Company  will maintain an office or agency (which shall initially be
an  office  of  the  Trustee,  Registrar  or  co-registrar) where Notes may be
presented  or  surrendered  for  payment,  where  Notes may be surrendered for
registration  of transfer or exchange and where notices and demands to or upon
the  Company  in  respect  of the Notes and this Indenture may be served.  The
Company  hereby  appoints  the  Trustee  at  its Corporate Trust Office as its
office  or  agency  for  each  of said purposes.  The Company will give prompt
written notice to the Trustee of its intention to change the location, and any
change in the location of such office or agency shall not be effective without
the  prior  written  consent of the Trustee.  If at any time the Company shall
fail  to  maintain any such required office or agency or shall fail to furnish
the  Trustee with the address thereof, such presentations, surrenders, notices
and  demands  may  be  made  or  served  at  the Corporate Trust Office of the
Trustee,  and the Company hereby appoints the Trustee its agent to receive all
such  presentations,  surrenders,  notices  and  demands.

     The  Company  may  also  from  time  to  time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all  such  purposes  and may from time to time rescind such designations.  The
Company will give prompt written notice to the Trustee of any such designation
or  rescission  and  of any change in the location of any such other office or
agency and such designation, recession or change will not be effective without
the  prior  written  consent  of  the  Trustee.

     Notwithstanding  the  foregoing or any other provision of this Indenture,
neither  the  Company nor any of its Affiliates shall act as Paying Agent, and
there shall be only one Paying Agent, whether or not an Event of Default shall
have  occurred.

Section  4.3          SEC  Reports"Section4.3SECReports"
                      ------------

     The Company shall file with the Trustee, within 15 days after filing with
the  SEC,  copies of the annual reports and of the information, documents, and
other  reports  (or copies of such portions of any of the foregoing as the SEC
may  by  rules and regulations prescribe) the Company is required to file with
the  SEC  pursuant to Section 13 or 15(d) of the Exchange Act.  If the Company
is not subject to the requirements of such Section 13 or 15(d) of the Exchange
Act,  the  Company  shall continue to file with the SEC and the Trustee on :he
same  timely  basis  such reports, information and other documents as it would
file  if  it  were  subject  to the requirements of Section 13 or 15(d) of the
Exchange  Act.    The  Company  shall  also  comply with the provisions of TIA
314(a).   The Trustee shall have no duty to review such information, documents
or  reports  to  determine compliance with any provisions of the Exchange Act,
TIA  or  this  Indenture.

     So  long  as any of the Notes remain outstanding, the Company shall cause
an  annual report to stockholders and each quarterly or other financial report
furnished  by it generally to stockholders to be filed with the Trustee at the
time  of  such  mailing  or furnishing to stockholders.  If the Company is not
required  to  furnish annual or quarterly reports to its stockholders pursuant
to  the  Exchange  Act,  the  Company  shall  cause  its financial statements,
including any notes thereto (and, with respect to annual reports, an auditors'
report by the Company's certified independent accountants) and a "Management's
Discussion  and  Analysis  of  Financial  Condition  or  Plan  of Operations,"
comparable  to  that  which  would  have  been required to appear in annual or
quarterly reports filed under Section 13 or 15(d) of the Exchange Act to be so
filed  with the Trustee within 120 days after the end of each of the Company's
fiscal  years  and  within  60  days  after the end of each of the first three
quarters  of  each  such  fiscal  year.

     Whether  or  not  required  by  the rules and regulations of the SEC, the
Company  shall  file  a  copy  of all such information with the SEC for public
availability  and  make such information available to investors who request it
in  writing.

Section  4.4          Compliance  Certificate"Section4.4ComplianceCertificate"
                      -----------------------

     The  Company  shall deliver to the Trustee, within 120 days after the end
of  each  fiscal  year,  an Officers' Certificate stating that a review of the
activities of the Company during the preceding fiscal year has been made under
the  supervision  of  the  signing Officers with a view to determining whether
each  has  kept,  observed, performed and fulfilled its obligations under this
Indenture,  and  further  stating,  as  to  each  such  Officer  signing  such
certificate,  that  to  the  best  of  his  knowledge each has kept, observed,
performed  and  fulfilled  each and every covenant contained in this Indenture
and  is  not  in default in the performance or observance of any of the terms,
provisions  and  conditions hereof (or, if a Default or Event of Default shall
have  occurred,  describing  all such Defaults or Evens of Default of which he
may  have  knowledge  and  what action each is taking or proposes to take with
respect  thereto)  and that to the best of his knowledge no event has occurred
and  remains  in  existence  by  reason  of  which  payments on account of the
principal of or interest, if any, on the Notes are prohibited or if such event
has  occurred,  a  description  of the event and what action each is taking or
proposes  to  take  with  respect  thereto.

     So  long  as  not  contrary  to  the  then current recommendations of the
American  Institute  of  Certified  Public  Accountants,  the annual financial
statements  delivered  pursuant to Section 4.3 above shall be accompanied by a
written  statement  of  the  Company's  independent public accountants that in
making  the  examination  necessary  for  certification  of  such  financial
statements  nothing  has  come  to  their  attention  which would lead them to
believe  that  the  Company has violated the provisions of Section 4.1 of this
Indenture  or,  if  any such violation has occurred, specifying the nature and
period  of  existence thereof, it being understood that such accountants shall
not  be  liable directly or indirectly to any Person for any failure to obtain
knowledge  of  any  such  violation.

     The Company will, so long as any of the Notes are outstanding, deliver to
the Trustee, forthwith upon any Officer becoming aware of any Default or Event
of  Default,  an  Officers'  Certificate  specifying  such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section  4.5          Stay,  Extension  and  Usury
                      ----------------------------
Laws"Section4.5Stay,ExtensionandUsuryLaws"
                --------------------

     The  Company covenants (to the extent that it may lawfully do so) that it
will  not at any time insist upon, plead, or in any manner whatsoever claim or
take  the  benefit  or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or  the  performance of this Indenture; and the Company (to the extent that it
may  lawfully  do  so) hereby expressly waives all beneficial advantage of any
such  law,  and covenants that it will not, by resort to any such law, hinder,
delay  or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has  been  enacted.

Section  4.6          Liquidation"Section4.6Liquidation"
                      -----------

     The Board of Directors or the stockholders of the Company may not adopt a
plan  of  liquidation  that  provides for, contemplates or the effectuation of
which  is  preceded by (a) the sale, lease, conveyance or other disposition of
all  or  substantially  all  of  the  assets  of  the  Company  otherwise than
substantially  as an entirety (Section 5.1 of this Indenture being the Section
hereof  which  governs  any  such sale, lease, conveyance or other disposition
substantially as an entirety) and (b) the distribution of all or substantially
all  of  the proceeds of such sale, lease, conveyance or other disposition and
of  the remaining assets of the Company to the holders of capital stock of the
Company,  unless  the  Company,  prior  to making any liquidating distribution
pursuant  to  such plan, makes provision for the satisfaction of the Company's
Obligations  hereunder  and under the Notes as to the payment of principal and
interest.

                                   ARTICLE V
                        SUCCESSORS ARTICLE V SUCCESSORS

Section  5.1          When  the  Company  May  Merge,  etc.
                      -------------------------------------
"Section5.1WhentheCompanyMayMerge,etc."
                -------------

     The Company may not consolidate or merge with or into (whether or not the
Company  is  the  surviving  corporation),  or  sell, assign, transfer, lease,
convey  or  otherwise dispose of all or substantially all of its properties or
assets  in  one or more related transactions to another corporation, Person or
entity  unless  (a)  the Company is the surviving corporation or the entity or
the  Person  formed by or surviving any such consolidation or merger (if other
than  the  Company)  or  to  which  such  sale,  assignment,  transfer, lease,
conveyance  or  other  disposition  shall  have  been  made  is  a corporation
organized  or  existing under the laws of the United States, any state thereof
or  the  District of Columbia; (b) the entity or Person formed by or surviving
any  such consolidation or merger (if other than the Company) or the entity or
Person  to  which  such sale, assignment, transfer, lease, conveyance or other
disposition  will  have  been  made assumes all the obligations of the Company
pursuant  to a supplemental indenture in a form reasonably satisfactory to the
Trustee,  under  the  Notes and this Indenture; and (c) immediately after such
transaction  no  Default  or  Event  of  Default  exists.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed  transaction  an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture  comply  with  this  Indenture.    The  Trustee shall be entitled to
conclusively  rely  upon  such  Officers'  Certificate and Opinion of Counsel.

Section  5.2          Successor  Corporation
                      ----------------------
Substituted"Section5.2SuccessorCorporationSubstituted"
                ---------------------

     Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition  of  all  or  substantially  all  of  the assets of the Company in
accordance  with  Section  5.1,  the  successor  corporation  formed  by  such
consolidation  or  into  or with which the Company, is merged or to which such
sale,  lease, conveyance or other disposition is made shall succeed to, and be
substituted  for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person has been named
as  the  Company  herein;  provided,  however,  that  the Company shall not be
released or discharged from the obligation to pay the principal of or interest
on  the  Notes.

                                  ARTICLE VI
            DEFAULTS AND REMEDIES ARTICLE VI DEFAULTS AND REMEDIES

Section  6.1          Events  of  Default"Section6.1EventsofDefault"
                      -------------------

     An  "Event  of  Default"  occurs  if:

          (a)        the Company defaults in the payment of interest on a Note
when  the  same  becomes  due  and  payable  whether  or  not  such payment is
prohibited  by  the  provisions of Article X hereof and such default continues
for  a  period  of  30  days;

          (b)      the Company defaults in the payment of the principal of any
Note  when  the  same  becomes  due  and  payable at maturity, upon a required
redemption or otherwise whether or not prohibited by the provisions of Article
X  hereof;

          (c)          the  Company  fails to observe or perform any covenant,
condition  or agreement on the part of the Company to be observed or performed
pursuant  to  Section  4.6  or  5.1  hereof;

          (d)     the Company fails to comply with any of its other agreements
or  covenants in or provisions of, the Notes or this Indenture and the Default
continues  for  the  period  and  after  the  notice  specified  below;

          (e)          the  Company  pursuant  to or within the meaning of any
Bankruptcy  Law  (i) commences a voluntary case; (ii) consents to the entry of
an  order  for relief against it in an involuntary case; (iii) consents to the
appointment  of  a  Custodian  of  it  or  for all or substantially all of its
property; (iv) makes a general assignment for the benefit of its creditors; or
(v)  admits  in  writing its inability to pay debts as the same become due; or

          (f)      a court of competent jurisdiction enters an order or decree
under  any  Bankruptcy  Law  that  (i) is for relief against the Company in an
involuntary  case;  (ii)  appoints  a  Custodian  of the Company or for all or
substantially  all  of  its  property;  (iii)  orders  the  liquidation of the
Company,  and  the  order  or  decree  remains  unstayed and in effect for 120
consecutive  days.

     The  term  "Bankruptcy  Law"  means  title  11,  U.S. Code or any similar
Federal  or  state  law for the relief of debtors.  The term "Custodian" means
any  receiver,  trustee,  assignee,  liquidator  or similar official under any
Bankruptcy  Law.

     A  Default  under  clause  (c)  or  (d) of Section 6.1 is not an Event of
Default  until  the  Trustee or the Holders of at least twenty-five percent in
principal  amount  of  the  then  outstanding  Notes notify the Company of the
Default  and  the  Company  does  not  cure the Default or such Default is not
waived  within  60  days after receipt of the notice.  The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of  Default."

Section  6.2          Acceleration"Section6.2Acceleration"
                      ------------

     If  an  Event  of  Default  (other  than an Event of Default specified in
clauses  (e)  or  (f) of Section 6.1) occurs and is continuing, the Trustee by
notice  to  the  Company  or  the  Holders  of at least twenty-five percent in
principal  amount  of  the  then  outstanding  Notes  by written notice to the
Company  and  the  Trustee may declare the unpaid principal of and any accrued
interest  on  all  the Notes to be due and payable.  Upon such declaration the
principal  and  interest  shall  be  due  and  payable  immediately; provided,
however, that if any Indebtedness or Obligation is outstanding pursuant to the
Senior  Debt, upon a declaration of acceleration by the Holders, all principal
and interest under this Indenture shall be due and payable upon the earlier of
(i)  the day which is 5 Business Days after the receipt by each of the Company
and  the holders of Senior Debt of such written notice of acceleration or (ii)
the  date  of  acceleration  of any Indebtedness under any Senior Debt.  If an
Event of Default specified in clause (e) or (f) of Section 6.1 occurs, such an
amount  shall ipso facto become and be immediately due and payable without any
declaration  or  other  act  on  the  part  of the Trustee or any Holder.  The
Holders  of  twenty-five  percent  in principal amount of the then outstanding
Notes  by  written  notice  to the Trustee may rescind an acceleration and its
consequences  if the rescission would not conflict with any judgment or decree
and  if  all  existing  Events  of  Default (except nonpayment of principal or
interest  that  has  become  due solely because of the acceleration) have been
cured  or  waived.

Section  6.3          Other  Remedies"Section6.3OtherRemedies"
                      ---------------

     If  an  Event of Default occurs and is continuing, the Trustee may pursue
any  available  remedy  to collect the payment of principal or interest on the
Notes  or  to  enforce  the  performance of any provision of the Notes or this
Indenture.

     The Trustee may maintain a proceeding event if it does not possess any of
the  Notes  or  does  not  produce  any of them in the proceeding.  A delay or
omission  by  the  Trustee or any Noteholder in exercising any right or remedy
accruing  upon  an  Event  of  Default shall not impair the right or remedy or
constitute  a waiver of or acquiescence in the Event of Default.  All remedies
are  cumulative  to  the  extent  permitted  by  law.

Section  6.4          Waiver  of Past Defaults"Section6.4WaiverofPastDefaults"
                      ------------------------

     Holders  of  twenty-five  percent  in  principal  amount  of  the  then
outstanding  Notes  by  notice to the Trustee may waive an existing Default or
Event  of Default and its consequences except a continuing Default or Event of
Default  in  the payment of the principal of or interest on any Note held by a
non-consenting  Holder.  Upon actual receipt of any such notice of waiver by a
Responsible Officer of the Trustee, such Default shall cease to exist, and any
Event  of  Default  arising  therefrom  shall be deemed to have been cured for
every  purpose  of  this  Indenture;  but  no  such waiver shall extend to any
subsequent  or  other  Default  or  impair  any  right  consequent  thereon.

Section  6.5          Control  by  Holders"Section6.5ControlbyHolders"
                      --------------------

     The  Holders  of  twenty-five  percent  in  principal  amount of the then
outstanding  Notes  may  direct  the  time, method and place of conducting any
proceeding  for any remedy available to the Trustee or exercising any trust or
power  conferred  on it, provided, that indemnification for the Trustee's fees
and  expenses,  in  a  form reasonably satisfactory to the Trustee, shall have
been  provided.   However, the Trustee may refuse to follow any direction that
conflicts  with  law  or  this  Indenture,  that the Trustee determines may be
unduly prejudicial to the rights of other Noteholders, or that may involve the
Trustee  in  personal  liability.

Section  6.6          Limitation  on  Suits"Section6.6LimitationonSuits"
                      ---------------------

     A  Noteholder  may  pursue a remedy with respect to this Indenture or the
Notes  only  if:

          (a)          the  Holder  gives  to  the Trustee written notice of a
continuing  Event  of  Default;

          (b)         the Holders of at least twenty-five percent in principal
amount  of the then outstanding Notes make a written request to the Trustee to
pursue  the  remedy;

          (c)       such Holder or Holders offer and, if requested, provide to
the  Trustee indemnity satisfactory to the Trustee against any loss, liability
or  expense;

          (d)      the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the provision of
indemnity;  and

          (e)     during such 60-day period the Holders of twenty-five percent
in  principal  amount  of the then outstanding Notes do not give the Trustee a
direction  inconsistent  with  the  request.

     A  Noteholder  may  not  use  this  Indenture  to prejudice the rights of
another  Noteholder  or  to  obtain  a  preference  or  priority  over another
Noteholder.

Section  6.7          Rights  of  Holders  to  Receive
                      --------------------------------
Payment"Section6.7RightsofHolderstoReceivePayment"
                -----------------

     Notwithstanding  any  other  provision  of this Indenture, but subject to
Article  X  hereof,  the  right  of any Holder of a Note to receive payment of
principal  and  interest  on  the  Note,  on or after the respective due dates
expressed  in  the  Note,  or  to  bring  suit for the enforcement of any such
payment  on  or after such respective dates, shall not be impaired or affected
without  the  consent  of  the  Holder.

Section  6.8     Collection Suit by Trustee"Section6.8CollectionSuitbyTrustee"
                 --------------------------

     If  an  Event of Default specified in Section 6.1(a) or (b) occurs and is
continuing,  the Trustee is authorized to recover judgment in its own name and
as  trustee  of  an  express trust against the Company for the whole amount of
principal  and  interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be  sufficient  to  cover  the costs and expenses of collection, including the
reasonable  compensation, expenses, disbursements and advances of the Trustee,
its  agents  and  counsel.

Section  6.9          Trustee  May  File  Proofs  of
                      ------------------------------
Claim"Section6.9TrusteeMayFileProofsofClaim"
                -------------------

     The  Trustee  is authorized to file such proofs of claim and other papers
or  documents  as may be necessary or advisable in order to have the claims of
the  Trustee  (including  any claim for the reasonable compensation, expenses,
disbursements  and  advances  of  the Trustee, its agents and counsel) and the
Noteholders  allowed  in  any judicial proceedings relative to the Company (or
any  other obligor upon the Notes), its creditors or its property and shall be
entitled  and  empowered to collect, receive and distribute any money or other
property  payable  or  deliverable on any such claims and any custodian in any
such  judicial proceeding is hereby authorized by each Noteholder to make such
payments  to  the  Trustee, and in the event that the Trustee shall consent to
the making of such payments directly to the Noteholders, to pay to the Trustee
any  amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the  Trustee  under Section 7.7 hereof.  To the extent that the payment of any
such  compensation,  expenses,  disbursements and advances of the Trustee, its
agents  and  counsel,  and any other amounts due the Trustee under Section 7.7
hereof  out  of  the  estate  in  any such proceeding, shall be denied for any
reason,  payment  of the same shall be secured by a lien on, and shall be paid
out  of,  any  and  all  distributions, dividends, money, securities and other
properties  which  the Holders of the Notes may be entitled to receive in such
proceeding  whether  in  liquidation  or  under  any plan of reorganization or
arrangement  or  otherwise.    Nothing  herein  contained  shall  be deemed to
authorize  the Trustee to authorize or consent to or accept or adopt on behalf
of  any  Noteholder  any  plan  of  reorganizations arrangement, adjustment or
composition  affecting  the  Notes  or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Noteholder in any
such  proceeding.

     If  the Trustee does not file a proper claim or proof of debt in the form
required  in any such proceeding prior to 30 days before the expiration of the
time  to file such claims or proofs, then any holder of Senior Debt shall have
the  right  to  file  and prove all claims therefor and to take all such other
action  in the name of the Holders or otherwise, as such holder of Senior Debt
may  determine  to  be  necessary  or  appropriate  for the enforcement of the
provisions  of  Article X, including the right to demand, sue for, collect and
receive  the  payments  and  distributions  in  respect of the Notes which are
required  to  be  paid  or  delivered  to  the  holders  of  Senior  Debt.

Section  6.10          Priorities"Section6.10Priorities"
                       ----------

     If  the  Trustee  collects  any money pursuant to this Article, it shall,
subject  to  the  provisions  of  Article  X  hereof, pay out the money in the
following  order:

          First:    to  the  Trustee, its agents and attorneys for amounts due
under  Section  7.7,  including  payment  of  all  compensation,  expenses and
liabilities  incurred,  and  all advances made, if any, by the Trustee and the
costs  and  expenses  of  collection;

          Second:  to holders of Senior Debt to the extent required by Article
X  hereof;

          Third:    to Noteholders for amounts due and unpaid on the Notes for
principal  and  interest, ratably, without preference or priority of any kind,
according  to  the  amounts  due  and  payable  on the Notes for principal and
interest,  respectively;  and

          Fourth:    to  the  Company or to such party as a court of competent
jurisdiction  shall  direct.

     The  Trustee  may  fix  a record date and payment date for any payment to
Noteholders.

Section  6.11          Undertaking  for  Costs"Section6.11UndertakingforCosts"
                       -----------------------

     In  any  suit  for  the  enforcement  of  any  right or remedy under this
Indenture  or in any suit against the Trustee, for any action taken or omitted
by  it  as  a Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit, and
the  court in its discretion may assess reasonable costs, including reasonable
attorneys'  fees, against any party litigant in the suit, having due regard to
the  merits  and  good  faith  of  the  claims  or  defenses made by the party
litigant.    This Section does not apply to a suit by the Trustee, a suit by a
Holder  pursuant  to  Section  6.7,  or  a suit by Holders of more than 25% in
principal  amount  of  the  then  outstanding  Notes.

                                  ARTICLE VII
                          TRUSTEE ARTICLE VII TRUSTEE

Section  7.1          Duties  of  Trustee"Section7.1DutiesofTrustee"
                      -------------------

     If  an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the  same  degree  of care and skill in their exercise, as a prudent man would
exercise  or  use  under  the circumstances in the conduct of his own affairs.

     Except  during  the  continuance  of  an  Event  of  Default:

          (a)      The duties of the Trustee shall be determined solely by the
express  provisions  of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee.

          (b)         In the absence of bad faith on its part, the Trustee may
conclusively  rely,  as  to the truth of the statements and the correctness of
the  opinions  expressed  therein,  upon  resolutions,  statements,  reports,
documents, order, certificates, opinions or other instruments furnished to the
Trustee and conforming to the requirements of this Indenture.  However, in the
case of any of the above that are specifically required to be furnished to the
Trustee  pursuant  to  this  Indenture,  the  Trustee  shall  examine  them to
determine  whether  they  substantially  conform  to  the requirements of this
Indenture.

     The  Trustee  may  not be relieved from liabilities for its own negligent
action,  its  own  negligent  failure  to  act, or its own willful misconduct,
except  that:

          (a)     This paragraph does not limit the effect of paragraph (2) of
this  Section.

          (b)        The Trustee shall not be liable for any error of judgment
made  in  good  faith  by  a Responsible Officer, unless it is proved that the
Trustee  was  negligent  in  ascertaining  the  pertinent  facts.

          (c)       The Trustee shall not be liable with respect to any action
it  takes  or  omits  to  take  in  good  faith in accordance with a direction
received  by  it  pursuant  to  Section  6.5.

     Whether  or  not  therein  expressly so provided, every provision of this
Indenture  that  in any way relates to the Trustee is subject to this Section.

     No  provision  of  this  Indenture shall require the Trustee to expend or
risk  its own funds or incur any liability.  The Trustee may refuse to perform
any  duty  or  exercise  any  right  or  power  unless  it  receives indemnity
satisfactory  to  it  against  any  loss,  liability  or  expense.

     The  Trustee shall not be liable for interest on any money received by it
except  as  the  Trustee may agree in writing with the Company.  Money held in
trust  by  the  Trustee  need not be segregated from other funds except to the
extent  required  by  law.

Section  7.2          Rights  of  Trustee"Section7.2RightsofTrustee"
                      -------------------

     The  Trustee may conclusively rely upon any document believed by it to be
genuine  and to have been signed or presented to it by the proper Person.  The
Trustee  need  not investigate any fact or matter stated in the document.  The
Trustee  shall  have  no  duty  to  inquire as to the performance of Company's
covenants  in  Article  IV.

     Before  the  Trustee acts or refrains from acting, it may require any one
or  more of the following: (i) a Company Order, (ii) an Officers' Certificate,
or  (iii)  an  Opinion  of  Counsel.   The Trustee shall not be liable for any
action  it  takes  or  omits to take in good faith in reliance on such Company
Order,  Officers'  Certificate or Opinion of Counsel.  The Trustee may consult
with  counsel and the written advice of such counsel or any Opinion of Counsel
shall  be  full  and  complete  authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and  in  reliance  thereon.

     The Trustee may act through agents, attorneys, custodians or nominees and
shall  not  be responsible for the misconduct or negligence or the supervision
of  any  agents,  attorneys,  custodians  or nominees appointed by it with due
care.

     The  Trustee shall not be liable for any action it takes or omits to take
in  good  faith  which  it  believes  to be authorized or within the rights or
powers  conferred  upon  it  by  this  Indenture.

     Unless  otherwise  specifically  provided  in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an  Officer  of  the  Company.

     The Trustee shall not be deemed to have notice of an Event of Default for
any  purpose  under this Indenture unless notified of such Event of Default by
the  Company,  the Paying Agent (if other than the Trustee) or a Holder of the
Notes.

Section  7.3          Individual  Rights  of
                      ----------------------
Trustee"Section7.3IndividualRightsofTrustee"
                --------------------

     The  Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or an Affiliate of
the  Company  with  the same rights it would have if it were not Trustee.  Any
Agent  may  do  the same with like rights.  However, the Trustee is subject to
Sections  7.10  and  7.11.

Section  7.4          Trustee's  Disclaimer"Section7.4Trustee'sDisclaimer"
                      ---------------------

     The  Trustee  shall not be responsible for and makes no representation as
to  the  validity  or adequacy of this Indenture or the Notes, it shall not be
accountable  for the Company's use of the proceeds from the Notes or any money
paid  to  the  Company  or  upon  the  Company's direction under any provision
hereof,  it  shall  not be responsible for the use or application of any money
received  by  any  Paying  Agent  other  than  the Trustee and it shall not be
responsible  for any statement or recital herein or any statement in the Notes
or  any  other document in connection was the sale of the Notes or pursuant to
this  Indenture  other  than  its  certificate  of  authentication.

Section  7.5          Notice  of  Defaults"Section7.5NoticeofDefaults"
                      --------------------

     If  a  Default  or Event of Default occurs and is continuing and if it is
known  to  a  Responsible  Officer  of  the Trustee, the Trustee shall mail to
Noteholders  a  notice of the Default or Event of Default within 90 days after
it occurs.  At least five (5) Business Days prior to the mailing of any notice
to  Noteholders  under this Section 7.5, the Trustee shall provide the Company
with  notice  of  its  intent  to  mail  such notice.  Except in the case of a
Default  or  Event of Default in payment on any Note, the Trustee may withhold
the  notice  if and so long as the Responsible Officers of the Trustee in good
faith  determines  that  withholding the notice would have no material adverse
effect  on  the  Noteholders.

Section  7.6          Reports  by  Trustee  to
------------          ------------------------
Holders"Section7.6ReportsbyTrusteetoHolders"
-----------     ---------------------

     Within  60  days  after  the  end  of each fiscal year beginning with the
fiscal year ending May 15, 1998, the Trustee shall mail to Noteholders a brief
report dated as of such reporting date that complies with TIA   313(a) (but if
no event described in TIA   313(a) has occurred within the 12 months preceding
the  reporting  date, no report need be prepared or transmitted).  The Trustee
also  shall comply with TIA   313(b).  The Trustee shall also transmit by mail
all  reports  as  required  by  TIA      313(c).

     Commencing  at the time this Indenture is qualified under the TIA, a copy
of  each  report  mailed to Noteholders under this Section 7.6 (at the time of
its  mailing  to  Noteholders)  shall  be  filed  with  the SEC and each stock
exchange,  if  any, on which the Notes are listed.  The Company shall promptly
notify  the  Trustee  when  the  Notes  are  listed  on  any  stock  exchange.

Section 7.7     Compensation and Indemnity"Section7.7CompensationandIndemnity"
                --------------------------

     The  Company  shall  pay  to  the  Trustee  from  time to time reasonable
compensation  for  its acceptance of this Indenture and its performance of the
duties  and services required hereunder.  The Trustee's compensation shall not
be  limited  by any law on compensation of a trustee of an express trust.  The
Company  shall  reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation  for  its  services.   Such expenses shall include the reasonable
compensation,  disbursements and expenses of the Trustee's agents and counsel.

     The  Company  shall  indemnify  the  Trustee  against any and all losses,
liabilities  or  expenses  incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, except as
set  forth in the second next paragraph.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  Failure by the Trustee
to  so  notify  the  Company  shall not relieve the Company of its obligations
hereunder, except to the extent the Company is prejudiced thereby. The Company
shall  defend  the  claim  and  the Trustee shall reasonably cooperate in such
defense.   The Trustee may have separate counsel and the Company shall pay the
reasonable  fees  and  expenses of such one counsel.  The Company need not pay
for  any  settlement  made  without  its  consent,  which consent shall not be
unreasonably  withheld.

     The  obligations  of the Company under this Section 7.7 shall survive the
satisfaction  and  discharge  of  this  Indenture.

     The  Company need not reimburse any expense or indemnify against any loss
or  liability incurred by the Trustee through its own negligence or bad faith.

     To  secure the Company's payment obligations in this Section, the Trustee
shall  have  a  lien  prior  to  the  Notes  on  all money or property held or
collected  by  the  Trustee,  except  that  held in trust to pay principal and
interest on the Notes.  Such lien shall survive the satisfaction and discharge
of  this  Indenture.

     When  the  Trustee  incurs expenses or renders services after an Event of
Default  specified  in  Section  6.1(e)  or  (f)  occurs, the expenses and the
compensation  for  the  services  are  intended  to  constitute  expenses  of
administration  under  any  Bankruptcy  Law.

Section  7.8          Replacement  of  Trustee"Section7.8ReplacementofTrustee"
                      ------------------------

     A  resignation  or  removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment  as  provided  in  this  Section  7.8.

     The  Trustee  may  resign  at  any  time and be discharged from the trust
hereby  created  by  so  notifying  the Company.  The Holders of a majority in
principal  amount  of  the then outstanding Notes may remove the Trustee by so
notifying  the Trustee and the Company in writing.  The Company may remove the
Trustee  if:

          (a)          the  Trustee  fails  to  comply  with  Section  7.10;

          (b)         the Trustee is adjudged a bankrupt or an insolvent or an
order  for  relief is entered with respect to the Trustee under any Bankruptcy
Law;

          (c)     a Custodian or public officer takes charge of the Trustee or
its  property;  or

          (d)         the Trustee becomes incapable of acting as Trustee under
this  Indenture.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of  Trustee  for  any  reason,  the Company shall promptly appoint a successor
Trustee.    Within  one  year  after  the  successor Trustee takes office, the
Holders  of  a  majority in principal amount of the then outstanding Notes may
appoint  a  different  successor  Trustee  to  replace  the  successor Trustee
appointed  by  the  Company.

     If  a  successor Trustee does not take office within 30 days after notice
that  the Trustee has resigned or has been removed, the Company or the Trustee
or  the  Holders  of  at  least  a  majority  in  principal amount of the then
outstanding  Notes  may  petition  any court of competent jurisdiction for the
appointment  of  a  successor  Trustee.

     If  the  Trustee  after  written request by any Noteholder who has been a
Noteholder  for  at  least  6  months  fails to comply with Section 7.10, such
Noteholder may petition any court of competent jurisdiction for the removal of
the  Trustee  and  the  appointment  of  a  successor  Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to  the  retiring  Trustee  and  to the Company.  Thereupon the resignation or
removal  of  the  retiring  Trustee  shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to all
Noteholders.    The retiring Trustee shall promptly transfer all property held
by  it  as  Trustee  to  the successor Trustee, provided all sums owing to the
Trustee  hereunder  have  been  paid  and  subject to the lien provided for in
Section  7.7.    Notwithstanding  replacement  of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 hereof shall continue
for  the  benefit  of  the  retiring  Trustee.

Section  7.9          Successor  Trustee  by  Merger,  etc.
                      ------------------------------------
"Section7.9SuccessorTrusteebyMerger,etc."
                ------------

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially  all of its corporate trust business to another corporation, the
successor  corporation without any further act shall be the successor Trustee.

Section  7.  10          Eligibility
                         -----------
Disqualification"Section7.10EligibilityDisqualification"
                  -----------

     There  shall  at  all  times  be  a  Trustee  hereunder  which shall be a
corporation  organized  and doing business under the laws of the United States
of America or of any state or territory thereof or of the District of Columbia
authorized  under  such  laws  to  exercise  corporate trustee power, shall be
subject  to  supervision  or  examination  by  Federal,  state, territorial or
District  of  Columbia authority and shall have a combined capital and surplus
of  at  least  ($50,000,000)  as set forth in its most recent published annual
report  of  condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of  TIA      310(a)(1).    The  Trustee  is  subject  to  TIA      310(b).

Section  7.11          Preferential  Collection  of  Claims  Against
                       ---------------------------------------------
Company"Section7.11PreferentialCollectionofClaimsAgainstCompany"
                 --

     The  Trustee  is  subject  to  TIA      311  (a),  excluding any creditor
relationship  listed  in  TIA      311(b).  A Trustee who has resigned or been
removed  shall  be  subject  to  TIA   311(a) to the extent indicated therein.

                                 ARTICLE VIII
          DISCHARGE OF INDENTURE ARTICLE VIII DISCHARGE OF INDENTURE

Section  8.1          Termination  of  Company's
                      --------------------------
Obligations"Section8.1TerminationofCompany'sObligations"
                ---------------------

     This  Indenture  shall  cease  to  be  of further effect (except that the
Company's  obligations under Section 7.7 and 8.4, and the Company's, Trustee's
and  Paying  Agent's  obligations  under  Section  8.3 shall survive) when all
outstanding  Notes  theretofore  authenticated  and issued have been delivered
(other  than destroyed, lost or stolen Notes which have been replaced or paid)
to  the  Trustee for cancellation and the Company has paid all sums payable by
the  Company  hereunder.   In addition, the Company may terminate all of their
obligations  under  this  Indenture  if:

          (a)       the Company irrevocably deposits in trust with the Trustee
or at the option of the Trustee, with a trustee reasonably satisfactory to the
Trustee  and  the Company under the terms of an irrevocable trust agreement in
form  and  substance  satisfactory  to  the  Trustee, money or U.S. Government
Obligations  sufficient  (as  certified  by  an  independent public accountant
designated  by  the  Company)  to  pay  principal and interest on the Notes to
maturity  or redemption, as the case may be, and to pay all other sums payable
by  it hereunder, provided that (i) the trustee of the irrevocable trust shall
have  been  irrevocably  instructed  to pay such money or the proceeds of such
U.S.  Government  Obligations  to  the Trustee and (ii) the Trustee shall have
been  irrevocably  instructed to apply such money or the proceeds of such U.S.
Government  Obligations  to  the  payment  of said principal and interest with
respect  to  the  Notes;

          (b)     the Company delivers to the Trustee an Officers' Certificate
stating  that  all  conditions precedent to satisfaction and discharge of this
Indenture  have  been  complied  with;  and

          (c)     no Event of Default or event (including such deposit) which,
with  notice  or lapse of time, or both, would become an Event of Default with
respect to the Notes shall have occurred and be continuing on the date of such
deposit.

     Then,  this  Indenture  shall  cease  to  be of further effect (except as
provided  in this paragraph), and the Trustee, on demand of the Company, shall
execute  proper  instruments acknowledging confirmation of and discharge under
this  Indenture.    The  Company may make the deposit only if Article X hereof
does  not  prohibit  such  payment.    However,  the  Company's obligations in
Sections  2.3,  2.4,  2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.3, 7.7, 7.8, 8.3 and 8.4
and  the Trustee's and Paying Agent's obligations in Section 8.3 shall survive
until  the  Notes  are  no longer outstanding.  Thereafter, only the Company's
obligations  in  Section  7.7  and 8.4 and the Company's, Trustee's and Paying
Agent's  obligations  in  Section  8.3  shall  survive.

     After  such  irrevocable  deposit  made  pursuant to this Section 8.1 and
satisfaction  of  the  other  conditions  set  forth  herein, the Trustee upon
written  request  shall  acknowledge in writing the discharge of the Company's
obligations  under  this  Indenture  except  for  those  surviving obligations
specified  above.

     In  order  to  have money available on a payment date to pay principal or
interest  on the Notes, the U.S. Government Obligations shall be payable as to
principal  or  interest  at least one Business Day before such payment date in
such amounts as will provide the necessary money.  U.S. Government Obligations
shall  not  be  callable  at  the  issuer's  option.

Section  8.2     Application of Trust Money"Section8.2ApplicationofTrustMoney"
                 --------------------------

     The  Trustee  or  a  trustee  satisfactory to the Trustee and the Company
shall  hold  in  trust  money or U.S. Government Obligations deposited with it
pursuant  to  Section  8.1.   It shall apply the deposited money and the money
from  U.S.  Government  Obligations through the Paying Agent and in accordance
with  this  Indenture  to  the payment of principal and interest on the Notes.

Section  8.3          Repayment  to  Company"Section8.3RepaymenttoCompany"
                      ----------------------

     The  Trustee  and the Paying Agent shall promptly pay to the Company upon
written  request  any  excess  money  or  securities held by them at any time.

     The  Trustee  and  the Paying Agent shall Pay to the Company upon written
request  any  money held by them for the payment of principal or interest that
remains  unclaimed  for  2  years after the date upon which such payment shall
have  become due; provided, however, that the Company shall have either caused
notice  of  such  payment  to be mailed to each Noteholder entitled thereto no
less  than  30  days  prior to such repayment or within such period shall have
published  such  notice  in a newspaper of widespread circulation published in
the  City of Philadelphia.  After payment to the Company, Noteholders entitled
to the money must look, to the Company for payment as general creditors unless
an  applicable  abandoned  property  law  designates  another  Person, and all
liability  of  the  Trustee  and  such Paying Agent with respect to such money
shall  cease.

Section  8.4          Reinstatement"Section8.4Reinstatement"
                      -------------

     If  the  Trustee  or  Paying  Agent  is unable to apply any money or U.S.
Government  Obligations  in accordance with Section 8.2 by reason of any legal
proceeding  or by reason of any order or judgment of any court or governmental
authority  enjoining,  restraining  or otherwise prohibiting such application,
the  Company's obligations under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.1 until
such  time as the Trustee or Paying Agent is permitted to apply all such money
or  U.S.  Government  Obligations  in  accordance  with Section 8.2; provided,
however,  that if the Company has made any payment of interest on or principal
of  any  Notes  because  of  the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment,  as  long as no money is owed to the Trustee by the Company, from the
money  or  U.S.  Government  Obligations  held by the Trustee or Paying Agent.

                                  ARTICLE IX
                       AMENDMENTS ARTICLE IX AMENDMENTS

Section  9.1     Without Consent of Holders"Section9.1WithoutConsentofHolders"
                 --------------------------

     The Company and the Trustee may amend this Indenture or the Notes without
the  consent  of  any  Noteholder:

          (a)          to  cure  any  ambiguity,  defect  or  inconsistency;

          (b)          to  comply  with  Section  5.1;

          (c)          to  provide  for  uncertificated  Notes  in addition to
certificated  Notes;

          (d)      to make any change that does not adversely affect the legal
rights  hereunder  of any Noteholder; including but not limited to an increase
in  the  aggregate  dollar amount of Notes which may be outstanding under this
Indenture.

          (e)          make any change in the second paragraph of Article III;
provided,  however,  that  no such change shall adversely affect the rights of
any  outstanding  Note;  or

          (f)         to comply with any requirements of the SEC in connection
with  the  qualification  of  this  Indenture  under  the  TIA.

Section  9.2          With  Consent of Holders"Section9.2WithConsentofHolders"
                      ------------------------

     The  Company  and  the Trustee may amend this Indenture or the Notes with
the  written  consent  of  the  Holders  of  at  least  twenty-five percent in
principal  amount  of  the then outstanding Notes.  The Holders of twenty-five
percent in principal of the then outstanding Notes may also waive any existing
default  or  compliance  with  any  provision  of this Indenture or the Notes.
However,  without  the  consent  of  each Noteholder affected, an amendment or
waiver  under  this  Section  may  not  (with  respect  to  any Note held by a
non-consenting  Holder);

          (a)          reduce the principal amount of a Note whose Holder must
consent  to  an  amendment,  supplement  or  waiver;

          (b)          reduce  the  rate  of or change the time for payment of
interest,  including  default  interest,  on  any  Note;

          (c)      reduce the principal of or change the fixed maturity of any
Note  or  alter  redemption provisions or the price at which the Company shall
offer  to  purchase  such  Notes  pursuant  to  Article  III  hereof;

          (d)     make any Note payable in money other than that stated in the
Note;

          (e)     modify or eliminate the right of the estate of a Holder or a
Holder to cause the Company to redeem a Note upon the death or Total Permanent
Disability  of  a  Holder pursuant to Article III; provided, however, that the
Company  may not modify or eliminate such right, as it may be in effect on the
Issue  Date, of any Note which was issued with such right.  After an amendment
under  the  subsection 9.1(e) becomes effective, the Company shall mail to the
Holders  of  each  Note  then  outstanding  a  notice  briefly  describing the
amendment.

          (f)          make any change in Section 6.4 or 6.7 hereof or in this
sentence  of  this  Section  9.2;

          (g)          make any change in Article X that adversely affects the
rights  of  any  Noteholders;  or

          (h)          waive  a  Default or Event of Default in the payment of
principal  of,  or  premium, if any or interest on, or redemption payment with
respect  to, any Note (except a rescission of acceleration of the Notes by the
Holders  of  at least twenty-five percent in aggregate principal amount of the
Notes  and  a  waiver  of  the  payment  default  that  resulted  from  such
acceleration).

     It  shall  not  be  necessary  for  the consent of the Holders under this
Section  to  approve  the particular form of any proposed amendment or waiver,
but  it  shall  be  sufficient if such consent approves the substance thereof.

     After  an  amendment  or waiver under this Section becomes effective, the
Company  shall  mail  to  the  Holders  of each Note affected thereby a notice
briefly  describing  the  amendment  or waiver.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or  affect the validity of any such supplemental indenture or waiver.  Subject
to  Sections  6.4  and  6.7  hereof,  the  Holders  of  twenty-five percent in
principal  amount  of  the  Notes  then  outstanding may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.

Section  9.3          Compliance  with  Trust  Indenture
                      ----------------------------------
Act"Section9.3CompliancewithTrustIndentureAct"
                --------------

     If  at  the  time  this Indenture shall be qualified under the TIA, every
amendment  to this Indenture or the Notes shall be set forth in a supplemental
indenture  that  complies  with  the  TIA  as  then  in  effect.

Section  9.4          Revocation  and  Effect  of
                      ---------------------------
Consents"Section9.4RevocationandEffectofConsents"
                ---------------------

     Until  an  amendment  or  waiver  becomes effective, a consent to it by a
Holder  of  a  Note is a continuing consent by the Holder and every subsequent
Holder  of  a  Note  or  portion of a Note that evidences the same debt as the
consenting  Holder's  Note, even if notation of the consent is not made on any
Note.    An amendment or waiver becomes effective in accordance with its terms
and  thereafter  binds  every  Noteholder.

     The  Company  may  fix  a  record date for determining which Holders must
consent to such amendment or waivers.  If the Company fixes a record date, the
record  date  shall  be  fixed  at (i) the later of 30 days prior to the first
solicitation  of  such  consent or the date of the most recent list of Holders
furnished  to  the Trustee prior to such solicitation pursuant to Section 2.5,
or  (ii)  such  other  date  as  the  Company  shall  designate.

Section  9.5          Notation  on  or  Exchange  of
                      ------------------------------
Notes"Section9.5NotationonorExchangeofNotes"
                -------------------

     The  Trustee  may  place  an  appropriate  notation about an amendment or
waiver  on any Note thereafter authenticated.  The Company in exchange for all
Notes  may issue and the Trustee shall authenticate new Notes that reflect the
amendment  or  waiver.

     Failure  to  make  the appropriate notation or issue a new Note shall not
affect  the  validity  and  effect  of  such  amendment  or  waiver.

Section  9.6          Trustee  to  Sign  Amendments,  etc.
                      ------------------------------------
"Section9.6TrusteetoSignAmendments,etc."
                -------------

     The Trustee shall sign any amendment or supplemental indenture authorized
pursuant  to  this  Article IX if, in the Trustee's reasonable discretion, the
amendment  does  not  adversely  affect  the  rights,  duties,  liabilities or
immunities  of  the  Trustee.  If it does, the Trustee may, but need not, sign
it.   In signing or refusing to sign such amendment or supplemental indenture,
the  Trustee  shall  be  entitled  to  receive,  if  requested,  an  indemnity
reasonably  satisfactory  to  it  and  to receive and, subject to Section 7.1,
shall  be  fully  protected  in  relying upon, an Officers' Certificate and an
Opinion  of Counsel (or written advice of counsel) as conclusive evidence that
such  amendment  or  supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding  upon  the  Company in accordance with its terms.  The Company may not
sign  an  amendment  or  supplemental  indenture  until its Board of Directors
approves  it.

                                   ARTICLE X
                     SUBORDINATION ARTICLE X SUBORDINATION

Section  10.1      Agreement to Subordinate"Section10.1AgreementtoSubordinate"
                   ------------------------

     The  Company agrees, and each Noteholder by accepting a Note consents and
agrees,  that  the  Indebtedness evidenced by the Notes and the payment of the
principal of and interest on the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full,  in  cash, cash equivalents or otherwise in a manner satisfactory to the
holders  of  Senior  Debt, of all Obligations due in respect of Senior Debt of
the  Company whether outstanding on the date hereof or hereafter incurred, and
that  the  subordination  is  for  the  benefit of the holders of Senior Debt.

     For  purposes  of  the Article X, a payment or distribution on account of
the  Notes  may  consist  of  cash,  property  or  securities,  by  set-off or
otherwise, and a payment or distribution on account of any of the, Notes shall
include,  without limitation, any redemption, purchase or other acquisition of
the  Notes.

Section  10.2     Liquidation: Dissolution: Bankruptcy"Section10.2Liquidation"
                  ------------------------------------

     Upon  any payment or distribution of assets of the Company of any kind or
character,  whether in cash, property or securities, to creditors upon (i) any
dissolution or winding-up or total or partial liquidation or reorganization of
the  Company  whether  voluntary  or  involuntary and whether or not involving
insolvency  or  bankruptcy  or  (ii)  any  bankruptcy  or  insolvency  case or
proceeding  or  any receivership, liquidation, reorganization or other similar
case  or proceeding in connection therewith, relative to the Company or to its
assets,  (iii)  any  assignment  for  the  benefit  of  creditors or any other
marshaling of assets of the Company, all obligations due, or to become due, in
respect  of Senior Debt (including interest after the commencement of any such
proceeding  at  the  rate specified in the applicable Senior Debt) shall first
indefeasibly  be  paid  in  full,  or  provision shall have been made for such
payment,  in  cash,  cash equivalents or otherwise in a manner satisfactory to
the  holders  of  Senior  Debt,  before  any payment is made on account of the
principal  of,  premium,  if  any,  or  interest  on  the  Notes,  except that
Noteholders  may receive securities that are subordinated to at least the same
extent  as  the  Notes are to (x) Senior Debt and (y) any securities issued in
exchange  for  Senior Debt.  Upon any such dissolution winding-up, liquidation
or reorganization, any payment or distribution of assets of the Company of any
kind  or  character,  whether  in  cash,  property or securities, to which the
Holders  of  the  Notes or the Trustee under this Indenture would be entitled,
except  for  the  provisions  hereof,  shall  be paid by the Company or by any
receiver,  trustee  in  bankruptcy, liquidating trustee, agent or other Person
making  such payment or distribution, or by the Holders of the Notes or by the
Trustee  under  this Indenture if received by them, directly to the holders of
Senior  Debt  (pro  rata to such holders on the basis of the amounts of Senior
Debt  held  by such holders) or their representative or representatives, or to
the  trustee  or  trustees  under  any indenture pursuant to which any of such
Senior  Debt  may  have  been  issued,  as  their  interests  may  appear, for
application  to  the  payment  of  Senior Debt remaining unpaid until all such
Senior  Debt has been indefeasibly paid in full, or provisions shall have been
made  for  such  payment,  in  cash, cash equivalents or otherwise in a manner
satisfactory  to  the  holders  of  Senior  Debt,  after  giving effect to any
concurrent  payment,  distribution or provision therefor to or for the holders
of  Senior  Debt.

     For  purposes of this Article X, the words "cash, property or securities"
shall  not  be  deemed  to  include  securities  of  the  Company or any other
corporation provided for by a plan of reorganization or readjustment which are
subordinated,  to at least the same extent as the Notes, to the payment of all
Senior  Debt  then  outstanding  or to the payment of all securities issued in
exchange  therefor to the holders of Senior Debt at the time outstanding.  The
consolidation  of the Company with, or the merger of the Company with or into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an  entirety, to another corporation upon the terms and conditions provided in
Article  V  shall  not  be  deemed  a  dissolution, winding-up, liquidation or
reorganization  for  the  purposes  of  this Section if such other corporation
shall,  as  part of such consolidation, merger, conveyance or transfer, comply
with  the  conditions  stated  in  Article  V.

Section  10.3          Default  on  Designated  Senior
                       -------------------------------
Debt"Section10.3DefaultonDesignatedSeniorDebt"
                 -----------------------------

     In the event and during the continuation of any default in the payment of
principal  of  (or  premium,  if  any)  or interest on any Senior Debt, or any
amount  owing  from  time to time under or in respect of Senior Debt or in the
event  that  any  nonpayment  event of default with respect to any Senior Debt
shall  have  occurred and be continuing and shall have resulted in such Senior
Debt  becoming or being declared due and payable prior to the date on which it
would  otherwise  have  become  due  and  payable,  or

     In  the  event that any other nonpayment event of default with respect to
any  Senior  Debt shall have occurred and be continuing permitting the holders
of such Senior Debt (or a trustee on behalf of the holders thereof) to declare
such Senior Debt due and payable prior to the date on which it would otherwise
have become due and payable, then the Company shall make no payment, direct or
indirect  (including any payment which may be payable by reason of the payment
of  any other Indebtedness of the Company being subordinated to the payment of
the  Notes)  (other than securities that are subordinated to at least the same
extent  as  the  Notes arc to (x) Senior Debt and (y) any securities issued in
exchange  for  Senior  Debt)  unless and until (i) such event of default shall
have  been  cured or waived or shall have ceased to exist or such acceleration
shall have been rescinded or annulled, or (ii) in case of any nonpayment event
of  default  specified in (b), during the period (a "Payment Blockage Period")
commencing  on  the date the Company and the Trustee receive written notice (a
"Payment  Notice")  of such event of default (which notice shall be binding on
the  Trustee  and  the  Noteholders  as  to the occurrence of such an event of
default)  from  a  holder of the Senior Debt to which such default relates and
ending  on the earliest of (A) 179 days after such date, (B) the date, if any,
on  which such Senior Debt to which such default relates is discharged or such
default  is  waived  by the holders of such Senior Debt or otherwise cured and
(C)  the  date on which the Trustee receives written notice from the holder of
such  Senior  Debt  to  which  such  default  relates  terminating the Payment
Blockage  Period.   No new Payment Blockage Period may be commenced within 360
days  after  the  receipt by the Trustee of any prior Payment Blockage Notice.
For  all  purposes  of this Section 10.3, no Event of Default which existed or
was  commencing  with  respect  to the Senior Debt to which a Payment Blockage
Period  relates on the date such Payment Blockage Period commenced shall be or
be  made  the  basis  for  the commencement or any subsequent Payment Blockage
Period  unless  such  event  of default is cured or waived for a period of not
less  than  180  consecutive  days.

Section  10.4          When  Distribution  Must  Be  Paid
                       ----------------------------------
Over"Section10.4WhenDistributionMustBePaidOver"
                 -------------

     If the Trustee or any Noteholder receives any payment with respect to the
Notes, whether in cash, property or securities (other than securities that are
subordinated  to  at least the same extent of the Notes are to (x) Senior Debt
and  (y) any securities issued in exchange for Senior Debt at a time when such
payment  is prohibited by Article X hereof), such payment shall be held by the
Trustee  or  such  Noteholder,  in trust for the benefit of, and shall be paid
forthwith  over and delivered to, the holders of Senior Debt (pro rata to such
holders  on  the  basis of the amount of Senior Debt held by such holders) for
application  to  the  payment  of  all Obligations with respect to Senior Debt
remaining  unpaid  to the extent necessary to pay such Obligations in full, in
cash, cash equivalents or otherwise in a manner satisfactory to the holders of
Senior  Debt,  in  accordance with the terms of such Senior Debt, after giving
effect  to  any  concurrent  payment  or distribution to or for the holders of
Senior  Debt.

     With  respect  to  the  holders of Senior Debt, the Trustee undertakes to
perform  only  such obligations on the part of the Trustee as are specifically
set  forth  in  this  Article  X, and no implied covenants or obligations with
respect  to  the  holders  of  Senior  Debt  shall be read into this Indenture
against  the  Trustee.    The Trustee shall not be deemed to owe any fiduciary
duty  to  the  holders  of  Senior  Debt,  and shall not be liable to any such
holders  if  the  Trustee  shall  pay  over  or  distribute to or on behalf of
Noteholders  or  the  Company or any other Person money or assets to which any
holders  of  Senior Debt shall be entitled by virtue of this Article X, except
if  such  payment  is  made  as  a  result  of the willful misconduct or gross
negligence  of  the  Trustee.

Section  10.5          Notice  by  Company"Section10.5NoticebyCompany"
-------------          -------------------

     The  Company  shall  promptly  notify the Trustee and the Paying Agent in
writing  of  any  facts known to the Company that would cause a payment of any
Obligations  with  respect to the Company to violate this Article, but failure
to  give  such  notice  shall not affect the subordination of the Notes to the
Senior  Debt  provided  in  this  Article.

Section  10.6          Subrogation"Section10.6Subrogation"
                       -----------

     After  all  Senior  Debt  is  paid  in full, in cash, cash equivalents or
otherwise  in  a  manner  satisfactory to the holders of such Senior Debt, and
until the Notes are paid in full, Noteholders shall be subrogated (equally and
ratably  with  all other Indebtedness pari passu with the Notes) to the rights
of  holders  of Senior Debt to receive distributions applicable to Senior Debt
to  the  extent  that  distributions otherwise payable to the Noteholders have
been  applied  to  the payment of Senior Debt.  A distribution made under this
Article  to  holders  of  Senior  Debt which otherwise would have been made to
Noteholders  is  not, as between the Company and Noteholders, a payment by the
Company  on  the  Senior  Debt.

Section  10.7          Relative  Rights"Section10.7RelativeRights"
                       ----------------

     This  Article  defines the relative rights of Noteholders, and holders of
Senior  Debt.    Nothing  in  this  Indenture  shall:

          (a)          impair,  as  between  the  Company and Noteholders, the
obligations  of  the  Company  which  are  absolute  and unconditional, to pay
principal  of  and  interest  on  the  Notes  in  accordance with their terms;

          (b)       affect the relative rights of Noteholders and creditors of
the  Company other than their rights in relation to holders of Senior Debt; or

          (c)        prevent the Trustee or any Noteholder from exercising its
available  remedies  upon a Default or Event of Default, subject to the rights
of  holders  and  owners  of Senior Debt to receive distributions and payments
otherwise  payable  to  Noteholders.

     If  the  Company  fails  because  of  this Article to pay principal of or
interest  on a Note on the due date the failure is still a Default or Event of
Default.

Section  10. 8     Subordination May Not Be Impaired by the Company or Holders
                   -----------------------------------------------------------
of  Senior
----------
D
-
t"

     No  right  of  any present or future holder of Senior Debt to enforce the
subordination  of  the Indebtedness evidenced by the Notes and the Obligations
related  thereto shall be prejudiced or impaired by any act, or failure to act
by  any  such  holder  or  by  the Company, the Trustee or any Agent or by the
failure  of  the  Company  to  comply  with  this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

     Without  limiting  the  effect  of the preceding paragraph, any holder of
Senior  Debt  may  at any time and from time to time without the consent of or
notice  to  any other holder or to the Trustee, without impairing or releasing
any  of  the rights of any holder of Senior Debt under this Indenture, upon or
without  any  terms  or  conditions  and  in  whole  or  in  part:

          (a)        change the manner, place or term of payment, or change or
extend  the  time  of  payment of, renew or alter any Senior Debt or any other
liability  of the Company to such holder, any security therefore or any limits
incurred directly or indirectly in respect thereof, and the provisions of this
Article X shall apply to the Notes as so changed, extended renewed or altered;

          (b)      notwithstanding the provisions of Section 5.1 hereof, sell,
exchange,  release,  surrender,  realize  upon  or  otherwise deal with in any
manner  and  in  any  order  any property by whomsoever at any time pledged or
mortgaged  to  secure,  or  howsoever  securing,  any Senior Debt or any other
liability  of  the  Company  to  such  holder  any  other liabilities incurred
directly  or  indirectly  in  respect  thereof  or  hereof  or  any  offset
thereagainst;

          (c)       exercise or refrain from exercising any rights or remedies
against  the Company or others or otherwise act or refrain from acting or, for
any reason, fail to file, record or otherwise perfect any security interest in
or  lien  on  any  property  of  the  Company  or  any  other  Person;  and

     (d)        settle or compromise any Senior Debt or any other liability of
the  Company  to  such  holder,  or  any  security  therefor, or any liability
incurred  directly  or  indirectly  in  respect  thereof.

     All  rights  and  interests  under this Indenture of any holder of Senior
Debt  and  all agreements and obligations of the Trustee, the Holders, and the
Company  under  Article VI and under this Article X shall remain in full force
and  effect  irrespective of (i) any lack of validity or enforceability of any
agreement  or  instrument  relating  to  any  Senior  Debt  or  (ii) any other
circumstance  that  might  otherwise  constitute  a defense available to, or a
discharge  of,  the  Trustee,  any  Holder,  or  the  Company.

     Any  holder  of  Senior  Debt  hereby  authorized  to  demand  specific
performance  of  the  provisions of this Article X, whether or not the Company
shall have complied with any of the provisions of this Article X applicable to
it,  at  any  time  when the Trustee or any Holder shall have failed to comply
with  any  of these provisions.  The Trustee and the Holders irrevocably waive
any defense based on the adequacy of a remedy at law that might be asserted as
a  bar  to  such  remedy  of  specific  performance.

Section  10.9          Distribution  or Notice to Representative  Section 10.9
                       -----------------------------------------
Distribution  or  Notice  to  Representative

     Whenever  a  distribution  is  to be made or a notice given to holders of
Senior  Debt,  the  distribution  may  be  made  and the notice given to their
representative.

     Upon  any payment or distribution of assets of the Company referred to in
this Article X, the Trustee and the Noteholders shall be entitled to rely upon
any  order  or  decree  made  by  any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are  pending  or  upon  any certificate of any representative of any holder of
Senior  Debt or of the liquidating trustee or agent or other Person making any
distribution,  delivered to the Trustee or to the Noteholders, for the purpose
of  ascertaining the Persons entitled to participate in such distribution, the
holders  of  the Senior Debt and other indebtedness of the Company, the amount
thereof  or payable thereon, the amount or amounts paid or distributed thereon
and  all  other  facts  pertinent  thereto  or  to  this  Article  X.

Section 10.10     Rights of Trustee and Paying Agent  Section 10.10     Rights
                  ----------------------------------
of  Trustee  and  Paying  Agent

     Notwithstanding  the  provisions of this Article X or any other provision
of  this  Indenture,  the  Trustee  shall not be charged with knowledge of the
existence  of  any  facts  which  would  prohibit the making of any payment or
distribution  by  the Trustee, or the taking of any action by the Trustee, and
the  Trustee or Paying Agent may continue to make payments on the Notes unless
it  shall  have  received  at its Corporate Trust Division at least 5 Business
Days  prior  to  the  date  of such payment written notice of facts that would
cause the payment of any Obligations with respect to the Notes to violate this
Article,  which  notice,  unless specified by a holder of Senior Debt as such,
shall  not be deemed to be a Payment Notice. The Trustee may conclusively rely
on  such  notice.  Only  the  Company  or a holder of Senior Debt may give the
notice. Nothing in this Article X shall apply to amounts due to, or impair the
claims  of,  or  payments  to,  the  Trustee  under or pursuant to Section 7.7
hereof.

     The  Trustee in its individual or any other capacity may hold Senior Debt
with  the  same  rights it would have if it were not Trustee. Any Agent may do
the  same  with  like  rights.

Section  10.11          Authorization  to  Effect
                        -------------------------
Subordination"Section10.11AuthorizationtoEffectSubordination"
                  ------------------

     Each  Noteholder  by his acceptance thereof authorizes the Trustee in his
behalf  to  take  such action as may be necessary or appropriate to effectuate
the  subordination  provided  in  this  Article  and  appoints the Trustee his
attorney-in-fact  for  any  and  all  such  purposes.

Section  10.12          Article  Applicable  to  Paying
                        -------------------------------
Agent"Section10.12ArticleApplicabletoPayingAgent"
                  -------------

     In  case  at  any  time  any  Paying Agent (other than the Trustee or the
Company)  shall  have  been  appointed  by  the  Company  and  be  then acting
hereunder,  the  term  "Trustee"  as used in this Article X shall in such case
(unless  the  context  otherwise  requires)  be  construed as extending to and
including  such  Paying  Agent within its meaning as fully for all intents and
purposes  as  if such Paying Agent were named in this Article X in addition to
or  in  place  of  the  Trustee.

Section  10.13          No  Recourse"Section10.13NoRecourse"
                        ------------

     No recourse under or upon any obligation, covenant or agreement contained
in  this  Indenture,  or in any Note, or because of any indebtedness evidenced
thereby,  shall  be had against any incorporator, as such or against any past,
present or future stockholder, officer or director, as such, of the Company or
of  any  successor,  either  directly or through the Company or any successor,
under  any  rule  of  law,  statute  or  constitutional  provision  or  by the
enforcement  of  any  assessment  or  by  any legal or equitable proceeding or
otherwise,  all  such  liability  being  expressly  waived and released by the
acceptance  of  the  Notes  by  the  holders  thereof  and  as  part  of  the
consideration  for  the  issue  of  the  Notes.

Section  10.14          Miscellaneous"Section10.14Miscellaneous"
                        -------------

     The agreements contained in this Article X shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Senior Debt is rescinded or must otherwise be returned by any holder of Senior
Debt  upon  the  insolvency,  bankruptcy  or  reorganization of the Company or
otherwise  all  as  though  such  payment  had  not  been  made.

     The  Trustee  shall  notify all holders of Senior Debt (of whose identity
the  Trustee  has received reasonable advance written notice) of the existence
of  any  Default  or  Event  of  Default  under  Section  6.1 promptly after a
Responsible  Officer  of the Trustee actually becomes aware thereof; provided,
however, that at least five (5) Business Days prior to the ratification of any
holder  of Senior Debt under this Section 10.14, the Trustee shall provide the
Company  with  notice  of  its  intent  to  provide  such  notification.

                                  ARTICLE XI
                    MISCELLANEOUS ARTICLE XI MISCELLANEOUS

Section  11.1          Trust  Indenture  Act
                       ---------------------
Controls"Section11.1TrustIndentureActControls"
                 -------------------

     If  any  prevision  of this Indenture limits, qualifies or conflicts with
the  duties  imposed  by  TIA    318(c),  the  imposed  duties  shall control.

Section  11.2          Notices"Section11.2Notices"
                       -------

     Any notice, instruction, direction, request or other communication by the
Company,  the Trustee or any other holder of Senior Debt to the others is duly
given  if  in  writing  and  delivered in person or mailed by first-class mail
(registered  or  certified,  return  receipt  requested), telex, telecopier or
overnight  air courier guaranteeing next day delivery, to the other's address:

     If  to  the  Company:

          FIRST  NATIONS  FINANCIAL  SERVICES  COMPANY
          Christiana  Executive  Campus
          220  Continental  Drive,  Suite  310
          Newark,  Delaware  19713-4314
          Attention:    William  T.  Juliano
          Telephone:    (302)  292-2100
          Telecopier:    (302)  292-2151

     With  a  copy  to:

          SONFIELD  &  SONFIELD
          770  South  Post  Oak  Lane,  Suite  435
          Houston,  Texas  77056-1913
          Attention:    Robert  L.  Sonfield,  Jr.
          Telephone:    (713)  877-8333
          Telecopier:    (713)  877-1547

     If  to  the  Trustee:

          NORWEST  BANK  MINNESOTA,  N.A.
     Corporate  Trust
Norwest  Center
Sixth  and  Marquette
Minneapolis,  Minnesota  55479-0069
Attention:  Corporate  Trust
          Telephone:    (612)  667-8058
          Telecopier:    (617)  667-9825

     If to a holder of Senior Debt, such address as such holder of Senior Debt
shall  have  provided  in  writing  to  the  Company  and  the  Trustee.

     The  Company,  the  Trustee  or  a holder of Senior Debt by notice to the
Company  and  the  Trustee may designate additional or different addresses for
subsequent  notices  or  communications.

     All  notices  and  communications  (other than those sent to Noteholders)
shall  be  deemed  to  have been duly given: at the time delivered by hand, if
personally  delivered;  5  Business  Days  after  being deposited in the mail,
postage  prepaid,  if  mailed;  when  answered  back, if telexed; when receipt
acknowledged,  if  telecopied, and the next Business Day after timely delivery
to  the  courier,  if  sent  by  overnight  air  courier guaranteeing next day
delivery.

     Any  notice  or  communication  to  a Noteholder shall be mailed by first
class  mail, certified or registered, return receipt requested, to his address
shown  on  the  register  kept  by the Registrar.  Failure to mail a notice or
communication  to  a  Noteholder  or  any  defect  in  it shall not affect its
sufficiency  with  respect  to  other  Noteholders.

     If  a  notice  or  communication  is  mailed in the manner provided above
within  the  time  prescribed,  it is duly given, whether or not the addressee
receives  it.

     If  the  Company mails a notice or communication to Noteholders, it shall
mail  a  copy  to  the  Trustee  and  each  Agent  at  the  same  time.

Section  11.3          Communication  by  Holders  with  Other
                       ---------------------------------------
Holders"Section11.3CommunicationbyHolderswithOtherHolders"
                 --------

     Noteholders  may  communicate  pursuant  to  TIA      312(b)  with  other
Noteholders  with  respect  to their rights under this Indenture or the Notes.
The  Trustee  is  subject to   312(b).  The Company, the Trustee the Registrar
and  anyone  else  shall  have  the  protection  of  TIA      312(c).

Section  11.4          Certificate  and  Opinion  as  to  Conditions
                       ---------------------------------------------
Precedent"Section11.4CertificateandOpinionastoConditionsPrecedent"
                 ---

     Upon any request or application by the Company to the Trustee to take any
action  under  this  Indenture, the Trustee may require the Company to provide
any  one  or  more  of  the  following:

          (a)          a  Company  Order  in  form  and  substance  reasonably
satisfactory to the Trustee (which may not include the statements set forth in
Section 11.5) describing the requested action and stating that, in the opinion
of  the  signer  or  signers,  all conditions precedent and covenants, if any,
provided  for  in  this  Indenture  relating  to the proposed action have been
complied  with;  or

          (b)        an Officers' Certificate in form and substance reasonably
satisfactory  to  the Trustee (which shall include the statements set forth in
Section  11.5)  stating  that,  in  the opinion of the signers, all conditions
precedent  and  covenants,  if any, provided for in this Indenture relating to
the  proposed  action  have  been  complied  with;  or

          (c)          an  Opinion of Counsel in form and substance reasonably
satisfactory  to  the Trustee (which shall include the statements set forth in
Section  11.5)  stating  that,  in  the  opinion  of  such  counsel,  all such
conditions  precedent  and  covenants  have  been  complied  with.

Section  11.5          Statements  Required  in  Order,  Certificate  or
                       -------------------------------------------------
Opinion"Section11.5StatementsRequiredinOrder,CertificateorOpinion"

     Each  order,  certificate  or  opinion  with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided  pursuant  to  TIA      314(a)(4))  shall  include:

          (a)          a  statement that the Person making such certificate or
opinion  has  read  such  covenant  or  condition;

          (b)          a  brief  statement  as  to the nature and scope of the
examination  or  investigation upon which the statements or opinions contained
in  such  certificate  or  opinion  are  based;

          (c)     a statement that, in the opinion of such Person, he has made
such  examination or investigation as is necessary to enable him to express an
informed  opinion  whether  such covenant or condition has been complied with;
and

          (d)         a statement whether, in the opinion of such Person, such
condition  or  covenant  has,  been  complied  with.

Section  11.6          Rules  by  Trustee  and
                       -----------------------
Agents"Section11.6RulesbyTrusteeandAgents"
                 --------------------

     The  Trustee  may  make reasonable rules for action by or at a meeting of
Noteholders.   The Registrar or Paying Agent may make reasonable rules and set
reasonable  requirements  for  its  functions.

Section  11.7          Legal  Holidays"Section11.7LegalHolidays"
                       ---------------

     A  "Legal  Holiday"  is  a  Saturday,  a Sunday or a day on which banking
institutions  in  the  City of Minneapolis, Minnesota or at a place of payment
are  authorized  or  obligated by law, regulation or executive order to remain
closed.    If a payment date is a Legal Holiday at a place of payment, payment
may  be  made at that place on the succeeding day that is not a Legal Holiday,
and  no  interest  shall  accrue  for  the  intervening  period.

Section  11.8          No  Recourse  Against
                       ---------------------
Others"Section11.8NoRecourseAgainstOthers"
                 -------------------

     No  director,  officer,  employee,  agent,  manager or stockholder of the
Company  as  such, shall have any liability for any obligations of the Company
under  the Notes or this Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation.  Each Noteholder by accepting
a  Note  waives  and  releases  all  such  liability.

Section  11.9          Multiple  Originals"Section11.9MultipleOriginals"
                       -------------------

     The  parties may sign any number of copies of this Indenture.  One signed
copy  is  enough  to  prove  this  Indenture.

Section  11.10          Governing  Law"Section11.10GoverningLaw"
                        --------------

     THE INTERNAL LAW OF THE STATE OF DELAWARE SHALL GOVERN THIS INDENTURE AND
THE  SECURITIES,  WITHOUT  REGARD  TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Section  11.11          No  Adverse  Interpretation  of  Other
                        --------------------------------------
Agreements"Section11.11NoAdverseInterpretationofOtherAgreements"
                  -------

     This  Indenture  may  not be used to interpret another indenture, loan or
debt agreement of the Company.  Any such indenture, loan or debt agreement may
not  be  used  to  interpret  this  Indenture.

Section  11.12          Successors"Section11.12Successors"
                        ----------

     All  agreements of the Company in this Indenture and the Notes shall bind
its  successors.    All agreements of the Trustee in this Indenture shall bind
its  successor.

Section  11.13          Severability"Section11.13Severability"
                        ------------

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal  or  unenforceable,  the  validity, legality and enforceability of the
remaining  provisions  shall  not  in any way be affected or impaired thereby.

Section  11.14         Counterpart Originals"Section11.14CounterpartOriginals"
                       ---------------------

     The parties may sign any number of copies of this Indenture.  Each signed
copy  shall  be  an  original,  but  all  of  them together represent the same
agreement.

Section  11.15          Table  of  Contents,  Headings,  etc.
                        ------------------------------------
"Section11.15TableofContents,Headings,etc."
                  --------

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only,  are  not  to  be considered a part hereof and shall in no way modify or
restrict  any  of  the  terms  or  provisions  hereof.

                             SIGNATURES SIGNATURES

     IN  WITNESS  WHEREOF, the parties hereto have caused this Indenture to be
duly executed and their respective corporate seals to be affixed and attested,
as  of  the  day  and  year  first  above  written.

FIRST  NATIONS  FINANCIAL  SERVICES  COMPANY

By:
Name:
Title:

Attest:
Name:
Title:

                                                  (SEAL)

NORWEST  BANK  MINNESOTA,  NATIONAL  ASSOCIATION

By:
Name:
Title: